10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.

FORM 10-Q

QUARTERLY REPORT

For the Quarterly Period Ended June 30, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2015
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to

Commission File Number	Registrant, Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number
1-16681	The Laclede Group, Inc. 700 Market Street St. Louis, MO 63101 Telephone Number 314-342-0878	Missouri	74-2976504
1-1822	Laclede Gas Company 700 Market Street St. Louis, MO 63101 Telephone Number 314-342-0878	Missouri	43-0368139
2-38960	Alabama Gas Corporation 2101 6th Avenue North Birmingham, Alabama 35203 Telephone Number 205-326-8100	Alabama	63-0022000

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

The Laclede Group, Inc.Yes [ X ]No [ ]

Laclede Gas CompanyYes [ X ]No [ ]

Alabama Gas CorporationYes [ X ]No [ ]

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

The Laclede Group, Inc.Yes [ X ]No [ ]

Laclede Gas CompanyYes [ X ]No [ ]

Alabama Gas CorporationYes [ X ]No [ ]

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

	Large accelerated filer	Accelerated filer	Non- accelerated filer	Smaller reporting company
The Laclede Group, Inc.	X
Laclede Gas Company			X
Alabama Gas Corporation			X

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

The Laclede Group, Inc.Yes [ ]No [ X ]

Laclede Gas CompanyYes [ ]No [ X ]

Alabama Gas CorporationYes [ ]No [ X ]

The number of shares outstanding of each registrant’s common stock as of July 31, 2015 was as follows:

The Laclede Group, Inc.	Common Stock, par value $1.00 per share	43,322,653
Laclede Gas Company	Common Stock, par value $1.00 per share (all owned by The Laclede Group, Inc.)	24,577
Alabama Gas Corporation	Common Stock, par value $0.01 per share (all owned by the Laclede Group, Inc.)	1,972,052

Laclede Gas Company and Alabama Gas Corporation 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 The Laclede Group, Inc., Laclede Gas Company and Alabama Gas Corporation. 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 Laclede Gas Company and Alabama Gas Corporation are also attributed to The Laclede Group, Inc.

TABLE OF CONTENTS			Page No.
PART I. FINANCIAL INFORMATION
GLOSSARY			2
Item 1	Financial Statements (Unaudited):
	The Laclede Group, Inc.
		Condensed Consolidated Statements of Income	4
		Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Balance Sheets	6
		Consolidated Statements of Common Shareholders' Equity	8
		Condensed Consolidated Statements of Cash Flows	9
	Laclede Gas Company
		Condensed Statements of Income	10
		Statements of Comprehensive Income	11
		Condensed Balance Sheets	12
		Statements of Common Shareholder's Equity	14
		Condensed Statements of Cash Flows	15
	Alabama Gas Corporation
		Condensed Statements of Income	16
		Condensed Balance Sheets	17
		Statements of Common Shareholder's Equity	19
		Condensed Statements of Cash Flows	20
	Notes to the Financial Statements		21
		Note 1. Summary of Significant Accounting Policies	21
		Note 2. Alagasco Acquisition	23
		Note 3. Earnings Per Common Share	24
		Note 4. Regulatory Matters	24
		Note 5. Fair Value of Financial Instruments	26
		Note 6. Fair Value Measurements	27
		Note 7. Concentrations of Credit Risk	29
		Note 8. Pension Plans and Other Postretirement Benefits	30
		Note 9. Information by Operating Segment	32
		Note 10. Commitments and Contingencies	35
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 3	Quantitative and Qualitative Disclosures About Market Risk		59
Item 4	Controls and Procedures		60
PART II. OTHER INFORMATION
Item 1	Legal Proceedings		61
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		61
Item 6	Exhibits		61
SIGNATURES			62
EXHIBIT INDEX			63

1

GLOSSARY OF KEY TERMS

Alagasco	Alabama Gas Corporation or Alabama Utility	ISRS	Infrastructure System Replacement Surcharge
Alabama Utility	Alabama Gas Corporation or Alagasco; the utility serving the Alabama region	LER	Laclede Energy Resources, Inc.
AOC	Administrative Order on Consent	MDNR	Missouri Department of Natural Resources
APSC	Alabama Public Service Commission	MGE	Missouri Gas Energy
ASC	Accounting Standards Codification	MGP	Manufactured Gas Plant
APUC	Algonquin Power and Utilities Corp.	Missouri Utilities	Laclede Gas Company, including MGE; the utilities serving the Missouri region
Bcf	Billion cubic feet	MMBtu	Million British thermal unit
BVCP	Brownfields/Voluntary Cleanup Program	MoPSC	Missouri Public Service Commission or MPSC
CCM	Cost Control Mechanism	NCP	National Oil and Hazardous Substances Pollution Contingency Plan
CERCLA	Comprehensive Environment Response, Compensation and Liability Act	NEG	New England Gas Company
Energen	Energen Corporation	NPL	National Priorities List
EPA	US Environmental Protection Agency	NSR	Negative Salvage Refund
ESR	Enhanced Stability Reserve	NYMEX	New York Mercantile Exchange, Inc.
ETE	Energy Transfers Equity, LP	O&M	Operations and Maintenance
FASB	Financial Accounting Standards Board	OTCBB	Over-the-Counter Bulletin Board
FERC	Federal Energy Regulatory Commission	PGA	Purchased Gas Adjustment
GAAP	Accounting principles generally accepted in the United States of America	PRP	Potential Responsible Party
Gas Utility	Operating segment including the regulated operations of Laclede Gas Company and Alabama Gas Corporation	RSE	Rate Stabilization and Equalization
Gas Marketing	Operating segment including Laclede Energy Resources (LER), a subsidiary engaged in the non-regulated marketing of natural gas and related activities	SEC	US Securities and Exchange Commission
GSA	Gas Supply Adjustment	SPA	Stock Purchase Agreement with Energen to purchase 100% of the common shares of Alabama Gas Corporation (Alagasco)
ICE	Intercontinental Exchange	Spire	Laclede Group's compressed natural gas fueling solutions business
Index Range	Range of Alagasco's CCM, which is 2007 rate year O&M expense (Base Year) inflation-adjusted using the June Consumer Price Index for All Urban Consumers plus or minus 1.75%	US	United States

2

PART I. FINANCIAL INFORMATION

The interim financial statements included herein have been prepared by three separate registrants — The Laclede Group, Inc. (Laclede Group or the Company), Laclede Gas Company (Laclede Gas or Missouri Utilities) and Alabama Gas Corporation (Alagasco or Alabama Utility) — without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in each registrant's respective Form 10-K for the fiscal year or transition period, as applicable, ended September 30, 2014.

The Financial Information in this Part I includes separate financial statements (i.e., balance sheets, statements of income and comprehensive income, statements of common shareholders' equity and statements of cash flows) for Laclede Group, Laclede Gas and Alagasco. The notes to the 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 the Laclede Group, Laclede Gas and Alagasco.

3

Item 1. Financial Statements

THE LACLEDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended   June 30,					Nine Months Ended   June 30,
($ Millions, Except Per Share Amounts)	2015		2014			2015		2014
Operating Revenues:
Gas utility	$	260.2	$	214.0		$	1,688.6	$	1,283.6
Gas marketing and other	15.0		27.8			83.6		121.3
Total Operating Revenues	275.2		241.8			1,772.2		1,404.9
Operating Expenses:
Gas utility
Natural and propane gas	57.7		49.3			844.8		696.4
Other operation and maintenance expenses	90.6		73.0			291.5		207.3
Depreciation and amortization	32.5		18.4			96.7		58.5
Taxes, other than income taxes	26.2		22.2			119.9		92.6
Total Gas Utility Operating Expenses	207.0		162.9			1,352.9		1,054.8
Gas marketing and other	32.2		54.2			138.3		175.3
Total Operating Expenses	239.2		217.1			1,491.2		1,230.1
Operating Income	36.0		24.7			281.0		174.8
Other Income and (Income Deductions)	0.5		(2.4		)	2.6		(1.0		)
Interest Charges:
Interest on long-term debt	16.3		8.6			50.0		26.9
Other interest charges	1.5		2.8			6.1		4.3
Total Interest Charges	17.8		11.4			56.1		31.2
Income Before Income Taxes	18.7		10.9			227.5		142.6
Income Tax Expense	4.6		(0.8		)	71.9		43.1
Net Income	$	14.1	$	11.7		$	155.6	$	99.5
Weighted Average Number of Common Shares Outstanding:
Basic	43.2		34.9			43.1		33.3
Diluted	43.3		35.0			43.2		33.4
Basic Earnings Per Share of Common Stock	$	0.32	$	0.34		$	3.59	$	2.97
Diluted Earnings Per Share of Common Stock	$	0.32	$	0.33		$	3.59	$	2.97
Dividends Declared Per Share of Common Stock	$	0.46	$	0.44		$	1.38	$	1.32
See the accompanying Notes to the Financial Statements.

4

THE LACLEDE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended   June 30,					Nine Months Ended   June 30,
($ Millions)	2015		2014			2015			2014
Net Income	$	14.1	$	11.7		$	155.6		$	99.5
Other Comprehensive Income (Loss), Before Tax:
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period	0.3		(10.4		)	(6.2		)	(15.5		)
Reclassification adjustment for losses included in net income	1.3		0.8			3.5			2.8
Net unrealized gains (losses) on cash flow hedging derivative instruments	1.6		(9.6		)	(2.7		)	(12.7		)
Defined benefit pension and other postretirement plans:
Net actuarial gain arising during the period	0.1		—			0.1			—
Amortization of actuarial loss included in net periodic pension and postretirement benefit cost	—		0.1			0.2			0.3
Net defined benefit pension and other postretirement plans	0.1		0.1			0.3			0.3
Other Comprehensive Income (Loss), Before Tax	1.7		(9.5		)	(2.4		)	(12.4		)
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income	0.7		(3.6		)	(0.9		)	(4.7		)
Other Comprehensive Income (Loss), Net of Tax	1.0		(5.9		)	(1.5		)	(7.7		)
Comprehensive Income	$	15.1	$	5.8		$	154.1		$	91.8
See the accompanying Notes to the Financial Statements.

5

THE LACLEDE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
($ Millions, Except Per Share Amounts)	2015			2014
ASSETS
Utility Plant	$	4,108.4		$	3,928.3
Less: Accumulated depreciation and amortization	1,239.1			1,168.6
Net Utility Plant	2,869.3			2,759.7
Non-utility Property (net of accumulated depreciation and amortization, $7.4 and $6.7 at June 30, 2015 and September 30, 2014, respectively)	12.2			9.2
Goodwill	946.0			937.8
Other investments	63.1			60.0
Total Other Property and Investments	1,021.3			1,007.0
Current Assets:
Cash and cash equivalents	5.7			16.1
Accounts receivable:
Utility	139.7			148.2
Other	86.7			86.5
Allowance for doubtful accounts	(15.7		)	(15.9		)
Delayed customer billings	21.9			10.8
Inventories:
Natural gas	136.7			245.5
Propane gas	12.0			11.7
Materials and supplies	14.6			13.0
Natural gas receivable	19.8			7.3
Derivative instrument assets	3.6			2.4
Unamortized purchased gas adjustments	—			54.0
Regulatory assets	27.0			26.8
Prepayments and other	31.0			21.6
Total Current Assets	483.0			628.0
Deferred Charges:
Regulatory assets	644.6			614.3
Other	64.7			65.0
Total Deferred Charges	709.3			679.3
Total Assets	$	5,082.9		$	5,074.0

6

THE LACLEDE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,			September 30,
	2015			2014
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock (par value $1.00 per share; 70.0 million shares authorized; 43.3 million and 43.2 million shares issued and outstanding, at June 30, 2015 and September 30, 2014, respectively)	$	43.3		$	43.2
Paid-in capital	1,035.6			1,029.4
Retained earnings	532.9			437.5
Accumulated other comprehensive loss	(3.2		)	(1.7		)
Total Common Stock Equity	1,608.6			1,508.4
Long-term debt (less current portion)	1,736.4			1,851.0
Total Capitalization	3,345.0			3,359.4
Current Liabilities:
Current portion of long-term debt	80.0			—
Notes payable	211.4			287.1
Accounts payable	148.1			176.7
Advance customer billings	12.9			32.2
Wages and compensation accrued	30.5			36.0
Dividends payable	20.9			19.9
Customer deposits	34.2			34.0
Interest accrued	19.4			15.1
Unamortized purchased gas adjustments	52.3			22.4
Taxes accrued	45.0			63.4
Deferred income taxes	—			9.9
Regulatory liabilities	29.4			41.3
Other	36.3			47.8
Total Current Liabilities	720.4			785.8
Deferred Credits and Other Liabilities:
Deferred income taxes	487.7			383.8
Pension and postretirement benefit costs	233.3			244.9
Asset retirement obligations	102.7			99.2
Regulatory liabilities	114.9			125.8
Other	78.9			75.1
Total Deferred Credits and Other Liabilities	1,017.5			928.8
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	5,082.9		$	5,074.0
See the accompanying Notes to the Financial Statements.

7

THE LACLEDE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

(UNAUDITED)

	Common Stock Issued			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss
($ Millions, Except Per Share Amounts)	Shares	Amount											Total
BALANCE SEPTEMBER 30, 2013	32,696,836	$	32.7	$	594.3		$	420.1		$	(0.8	)	$	1,046.3
Common stock offering	10,350,000	10.4		446.7			—			—			457.1
Equity units offering	—	—		(19.7		)	—			—			(19.7		)
Net income	—	—		—			99.5			—			99.5
Dividend reinvestment plan	25,548	—		1.1			—			—			1.1
Stock-based compensation costs	—	—		4.2			—			—			4.2
Equity Incentive Plan	86,715	0.1		1.4			—			—			1.5
Employees’ taxes paid associated with restricted shares withheld upon vesting	—	—		(1.1		)	—			—			(1.1		)
Tax benefit – stock compensation	—	—		0.6			—			—			0.6
Dividends declared	—	—		—			(48.0		)	—			(48.0		)
Other comprehensive loss, net of tax	—	—		—			—			(7.7		)	(7.7		)
BALANCE JUNE 30, 2014	43,159,099	$	43.2	$	1,027.5		$	471.6		$	(8.5	)	$	1,533.8
BALANCE SEPTEMBER 30, 2014	43,178,405	$	43.2	$	1,029.4		$	437.5		$	(1.7	)	$	1,508.4
Net income	—	—		—			155.6			—			155.6
Dividend reinvestment plan	6,999	—		1.2			—			—			1.2
Stock-based compensation costs	—	—		1.4			—			—			1.4
Equity Incentive Plan	131,409	0.1		3.0			—			—			3.1
Tax benefit – stock compensation	—	—		0.6			—			—			0.6
Dividends declared	—	—		—			(60.2		)	—			(60.2		)
Other comprehensive loss, net of tax	—	—		—			—			(1.5		)	(1.5		)
BALANCE JUNE 30, 2015	43,316,813	$	43.3	$	1,035.6		$	532.9		$	(3.2	)	$	1,608.6
See the accompanying Notes to the Financial Statements.

8

THE LACLEDE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

	Nine Months Ended   June 30,
($ Millions)	2015			2014
Operating Activities:
Net Income	$	155.6		$	99.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	97.4			59.1
Deferred income taxes and investment tax credits	70.4			14.5
Changes in assets and liabilities:
Accounts receivable	(5.2		)	(36.8		)
Unamortized purchased gas adjustments	83.9			17.4
Deferred purchased gas costs	(16.6		)	1.7
Accounts payable	(26.1		)	11.3
Delayed/advance customer billings – net	(30.4		)	(52.4		)
Taxes accrued	(18.6		)	22.3
Inventories	106.9			63.8
Other assets and liabilities	(58.7		)	(18.7		)
Other	7.7			3.3
Net cash provided by operating activities	366.3			185.0
Investing Activities:
Capital expenditures	(202.9		)	(109.5		)
Proceeds from sale of right to acquire New England Gas Company	—			11.0
(Payments for) proceeds from final reconciliation of acquisitions	(8.6		)	23.9
Other	(0.4		)	2.9
Net cash used in investing activities	(211.9		)	(71.7		)
Financing Activities:
Issuance of long-term debt	—			143.8
Repayment of long-term debt	(34.7		)	(80.0		)
Repayment of short-term debt – net	(75.8		)	(74.0		)
Issuance of common stock	3.6			459.7
Dividends paid	(59.1		)	(42.9		)
Other	1.2			(1.1		)
Net cash (used in) provided by financing activities	(164.8		)	405.5
Net (Decrease) Increase in Cash and Cash Equivalents	(10.4		)	518.8
Cash and Cash Equivalents at Beginning of Period	16.1			53.0
Cash and Cash Equivalents at End of Period	$	5.7		$	571.8
Supplemental disclosure of cash (paid) refunded for:
Interest	$	(48.3	)	$	(26.6	)
Income taxes	0.3			(3.0		)
See the accompanying Notes to the Financial Statements.

9

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015		2014
Operating Revenues:
Utility	$	187.5		$	214.2		$	1,265.6	$	1,288.1
Other	—			—			—		0.1
Total Operating Revenues	187.5			214.2			1,265.6		1,288.2
Operating Expenses:
Utility
Natural and propane gas	57.5			77.6			743.6		769.7
Other operation and maintenance expenses	54.3			73.3			188.7		208.0
Depreciation and amortization	20.7			18.4			61.4		58.5
Taxes, other than income taxes	20.5			22.2			92.0		92.6
Total Utility Operating Expenses	153.0			191.5			1,085.7		1,128.8
Other	—			0.2			—		0.1
Total Operating Expenses	153.0			191.7			1,085.7		1,128.9
Operating Income	34.5			22.5			179.9		159.3
Other (Income Deductions) and Other Income	(0.2		)	(2.2		)	1.1		(1.2		)
Interest Charges:
Interest on long-term debt	8.2			8.2			24.8		26.1
Other interest charges	0.4			0.8			2.6		2.3
Total Interest Charges	8.6			9.0			27.4		28.4
Income Before Income Taxes	25.7			11.3			153.6		129.7
Income Tax Expense	5.7			(0.7		)	44.7		38.2
Net Income	$	20.0		$	12.0		$	108.9	$	91.5
See the accompanying Notes to the Financial Statements.

10

LACLEDE GAS COMPANY

STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended   June 30,				Nine Months Ended   June 30,
($ Millions)	2015		2014		2015			2014
Net Income	$	20.0	$	12.0	$	108.9		$	91.5
Other Comprehensive Income (Loss), Before Tax:
Net gains (losses) on cash flow hedging derivative instruments:
Net hedging gains (losses) arising during the period	0.2		—		(1.1		)	0.1
Reclassification adjustment for losses (gains) included in net income	0.3		—		0.7			(0.1		)
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.5		—		(0.4		)	—
Defined benefit pension and other postretirement plans:
Net actuarial gain arising during the period	0.1		—		0.1			—
Amortization of actuarial loss included in net periodic pension and postretirement benefit cost	0.1		—		0.2			0.2
Net defined benefit pension and other postretirement plans	0.2		—		0.3			0.2
Other Comprehensive Income (Loss), Before Tax	0.7		—		(0.1		)	0.2
Income Tax Expense Related to Items of Other Comprehensive Income	0.3		—		—			0.1
Other Comprehensive Income (Loss), Net of Tax	0.4		—		(0.1		)	0.1
Comprehensive Income	$	20.4	$	12.0	$	108.8		$	91.6
See the accompanying Notes to the Financial Statements.

11

LACLEDE GAS COMPANY

CONDENSED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
($ Millions, Except Shares and Per Share Amounts)	2015			2014
ASSETS
Utility Plant	$	2,527.4		$	2,403.3
Less: Accumulated depreciation and amortization	581.2			542.3
Net Utility Plant	1,946.2			1,861.0
Goodwill	210.2			210.2
Other Property and Investments	58.4			55.7
Total Other Property and Investments	268.6			265.9
Current Assets:
Cash and cash equivalents	3.0			3.7
Accounts receivable:
Utility	103.4			111.1
Other	28.2			19.2
Allowance for doubtful accounts	(10.6		)	(10.7		)
Delayed customer billings	21.9			10.8
Receivables from associated companies	2.9			11.4
Inventories:
Natural gas	89.9			191.1
Propane gas	12.0			11.7
Materials and supplies	9.3			7.8
Unamortized purchased gas adjustments	—			54.0
Regulatory assets	17.5			18.0
Prepayments and other	19.0			15.5
Total Current Assets	296.5			443.6
Deferred Charges:
Regulatory assets	558.0			523.7
Other	7.8			10.8
Total Deferred Charges	565.8			534.5
Total Assets	$	3,077.1		$	3,105.0

12

LACLEDE GAS COMPANY

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,			September 30,
	2015			2014
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and Paid-in capital (par value $1.00 per share; 50,000 authorized; 24,577 shares issued and outstanding)	$	747.3		$	744.1
Retained earnings	314.8			265.6
Accumulated other comprehensive loss	(2.0		)	(1.9		)
Total Common Stock Equity	1,060.1			1,007.8
Long-term debt	808.1			807.9
Total Capitalization	1,868.2			1,815.7
Current Liabilities:
Notes payable	135.2			238.6
Notes payable – associated companies	—			—
Accounts payable	57.0			70.1
Accounts payable – associated companies	6.9			6.0
Advance customer billings	—			15.5
Wages and compensation accrued	26.4			30.3
Dividends payable	19.9			19.0
Customer deposits	14.7			14.8
Interest accrued	9.4			8.1
Taxes accrued	39.0			43.9
Unamortized purchase gas adjustments	20.8			—
Other	20.2			41.9
Total Current Liabilities	349.5			488.2
Deferred Credits and Other Liabilities:
Deferred income taxes	466.7			399.8
Pension and postretirement benefit costs	200.4			215.3
Asset retirement obligations	73.8			71.2
Regulatory liabilities	70.9			72.1
Other	47.6			42.7
Total Deferred Credits and Other Liabilities	859.4			801.1
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	3,077.1		$	3,105.0
See the accompanying Notes to the Financial Statements.

13

LACLEDE GAS COMPANY

STATEMENTS OF COMMON SHAREHOLDER'S EQUITY

(UNAUDITED)

	Common Stock Issued			Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive (Loss) Income
($ Millions)	Shares	Amount										Total
BALANCE SEPTEMBER 30, 2013	24,549	$	0.1	$	738.1	$	237.8		$	(2.1	)	$	973.9
Net income	—	—		—		91.5			—			91.5
Stock-based compensation costs	—	—		3.1		—			—			3.1
Tax benefit – stock compensation	—	—		0.5		—			—			0.5
Dividends declared	—	—		—		(43.2		)	—			(43.2		)
Issuance of common stock to Laclede Group	28	—		1.1		—			—			1.1
Other comprehensive income , net of tax	—	—		—		—			0.1			0.1
BALANCE JUNE 30, 2014	24,577	$	0.1	$	742.8	$	286.1		$	(2.0	)	$	1,027.0
BALANCE SEPTEMBER 30, 2014	24,577	$	0.1	$	744.0	$	265.6		$	(1.9	)	$	1,007.8
Net income	—	—		—		108.9			—			108.9
Stock-based compensation costs	—	—		2.7		—			—			2.7
Tax benefit – stock compensation	—	—		0.5		—			—			0.5
Dividends declared	—	—		—		(59.7		)	—			(59.7		)
Other comprehensive loss, net of tax	—	—		—		—			(0.1		)	(0.1		)
BALANCE JUNE 30, 2015	24,577	$	0.1	$	747.2	$	314.8		$	(2.0	)	$	1,060.1
See the accompanying Notes to the Financial Statements.

14

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
($ Millions)	2015			2014
Operating Activities:
Net Income	$	108.9		$	91.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	61.4			58.5
Deferred income taxes and investment tax credits	34.0			16.3
Changes in assets and liabilities:
Accounts Receivable	7.0			(20.3		)
Unamortized purchased gas adjustments	74.8			17.4
Deferred purchased gas costs	(16.6		)	1.7
Accounts payable	(11.1		)	4.7
Delayed/advance customer billings – net	(26.5		)	(52.4		)
Taxes accrued	(4.8		)	19.9
Inventories	99.4			50.7
Other assets and liabilities	(24.9		)	(12.4		)
Other	1.5			2.0
Net cash provided by operating activities	303.1			177.6
Investing Activities:
Capital expenditures	(142.4		)	(108.4		)
Proceeds from final reconciliation of acquisition of Missouri Gas Energy	—			23.9
Other	0.5			3.1
Net cash used in investing activities	(141.9		)	(81.4		)
Financing Activities:
Redemption and maturity of first mortgage bonds	—			(80.0		)
Repayment of short-term debt – net	(103.5		)	(74.0		)
Borrowings from Laclede Group	18.4			198.8
Repayment of borrowings from Laclede Group	(18.4		)	(118.6		)
Dividends paid	(58.8		)	(42.8		)
Issuance of common stock to Laclede Group	—			1.2
Other	0.4			1.3
Net cash used in financing activities	(161.9		)	(114.1		)
Net Decrease in Cash and Cash Equivalents	(0.7		)	(17.9		)
Cash and Cash Equivalents at Beginning of Period	3.7			23.9
Cash and Cash Equivalents at End of Period	$	3.0		$	6.0
Supplemental disclosure of cash (paid) refunded for:
Interest	$	(22.0	)	$	(26.1	)
Income taxes	(0.6		)	0.5
See the accompanying Notes to the Financial Statements.

15

ALABAMA GAS CORPORATION

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended   June 30,					Nine Months Ended   June 30,
($ Millions)	2015		2014			2015		2014
Operating Revenues:
Utility	$	73.7	$	93.8		$	427.0	$	500.5
Total Operating Revenues	73.7		93.8			427.0		500.5
Operating Expenses:
Utility
Natural gas	15.7		38.5			158.5		218.6
Operation and maintenance	36.6		34.8			103.6		106.5
Depreciation and amortization	11.8		11.4			35.3		34.0
Taxes, other than income taxes	5.7		7.3			27.9		32.4
Total Operating Expenses	69.8		92.0			325.3		391.5
Operating Income	3.9		1.8			101.7		109.0
Other Income – Net	0.5		0.8			1.5		2.7
Interest Charges:
Interest on long-term debt	2.8		3.3			8.8		10.1
Other interest charges	0.5		0.4			1.8		1.5
Total Interest Charges	3.3		3.7			10.6		11.6
Income Before Income Taxes	1.1		(1.1		)	92.6		100.1
Income Tax Expense	0.4		(0.5		)	35.0		37.8
Net Income	$	0.7	$	(0.6	)	$	57.6	$	62.3
See the accompanying Notes to the Financial Statements.

16

ALABAMA GAS CORPORATION

CONDENSED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
($ Millions, Except Per Share Amounts)	2015			2014
ASSETS
Utility Plant	$	1,581.0		$	1,525.1
Less: Accumulated depreciation and amortization	657.8			626.4
Net Utility Plant	923.2			898.7
Current Assets:
Cash and cash equivalents	0.2			5.6
Accounts receivable:
Utility	36.3			39.0
Other	5.7			5.1
Allowance for doubtful accounts	(5.1		)	(5.1		)
Inventories:
Natural gas	35.3			48.0
Materials and supplies	5.1			5.1
Regulatory assets	9.5			8.8
Deferred income taxes	3.6			2.3
Prepayments and other	6.4			1.6
Total Current Assets	97.0			110.4
Deferred Charges:
Regulatory assets	86.6			90.6
Deferred income taxes	245.2			277.8
Other	51.3			47.1
Total Deferred Charges	383.1			415.5
Total Assets	$	1,403.3		$	1,424.6

17

ALABAMA GAS CORPORATION

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,		September 30,
	2015		2014
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock (par value $0.01 per share; 3.0 million shares authorized; 2.0 million shares issued and outstanding)	$	—	$	—
Paid-in capital	481.1		503.9
Retained earnings	403.3		345.7
Total Common Stock Equity	884.4		849.6
Long-term debt	135.0		249.8
Total Capitalization	1,019.4		1,099.4
Current Liabilities:
Current portion of long-term debt	80.0		—
Notes payable	8.5		16.0
Accounts payable	33.6		34.2
Accounts payable – associated companies	1.7		0.4
Advance customer billings	12.9		16.7
Wages and compensation accrued	4.0		5.7
Customer deposits	19.5		19.1
Interest accrued	3.2		3.9
Taxes accrued	25.0		30.0
Regulatory liabilities	28.8		40.7
Unamortized purchased gas adjustments	31.5		22.4
Other	6.7		6.8
Total Current Liabilities	255.4		195.9
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	32.9		29.6
Asset retirement obligations	28.7		27.7
Regulatory liabilities	44.3		53.7
Other	22.6		18.3
Total Deferred Credits and Other Liabilities	128.5		129.3
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	1,403.3	$	1,424.6
See the accompanying Notes to the Financial Statements.

18

ALABAMA GAS CORPORATION

STATEMENTS OF COMMON SHAREHOLDER'S EQUITY

(UNAUDITED)

	Common Stock Issued			Paid-in Capital			Retained Earnings
($ Millions)	Shares	Amount								Total
BALANCE SEPTEMBER 30, 2013	1,972,052	$	—	$	34.5		$	330.2		$	364.7
Net income	—	—		—			62.3			62.3
Dividends declared	—	—		—			(21.6		)	(21.6		)
BALANCE JUNE 30, 2014	1,972,052	$	—	$	34.5		$	370.9		$	405.4
BALANCE SEPTEMBER 30, 2014	1,972,052	$	—	$	503.9		$	345.7		$	849.6
Net income	—	—		—			57.6			57.6
Purchase accounting adjustments	—	—		4.2			—			4.2
Return of capital to Laclede Group	—	$	—	(27.0		)	$	—		(27.0		)
BALANCE JUNE 30, 2015	1,972,052	$	—	$	481.1		$	403.3		$	884.4
See the accompanying Notes to the Financial Statements.

19

ALABAMA GAS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
($ Millions)	2015			2014
Operating Activities:
Net Income	$	57.6		$	62.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35.3			34.0
Deferred income taxes and investment tax credits	35.0			10.0
Changes in assets and liabilities:
Accounts receivable	(11.1		)	(30.4		)
Unamortized purchased gas adjustments	9.1			36.9
Accounts payable	(0.4		)	6.2
Advance customer billings	(3.8		)	(10.4		)
Taxes accrued	(5.0		)	8.6
Inventories	12.6			7.9
Other assets and liabilities	(12.0		)	15.1
Other	2.5			(9.3		)
Net cash provided by operating activities	119.8			130.9
Investing Activities:
Capital expenditures	(56.7		)	(50.7		)
Proceeds from sale of assets	—			0.8
Other	(0.5		)	(0.4		)
Net cash used in investing activities	(57.2		)	(50.3		)
Financing Activities:
Repayment of long-term debt	(34.7		)	—
Repayment of short-term debt – net	(7.5		)	(49.0		)
Dividends paid	—			(21.6		)
Return of capital to Laclede Group	(27.0		)	—
Other	1.2			(6.7		)
Net cash used in financing activities	(68.0		)	(77.3		)
Net (Decrease) Increase in Cash and Cash Equivalents	(5.4		)	3.3
Cash and Cash Equivalents at Beginning of Period	5.6			8.5
Cash and Cash Equivalents at End of Period	$	0.2		$	11.8
Supplemental disclosure of cash (paid) refunded for:
Interest	$	(9.9	)	$	(10.5	)
Income taxes	—			(22.9		)
See the accompanying Notes to the Financial Statements.

20

THE LACLEDE GROUP, INC., LACLEDE GAS COMPANY AND ALABAMA GAS CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

($ in millions, except per share amounts)

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - These notes are an integral part of the accompanying unaudited financial statements of The Laclede Group, Inc. (Laclede Group or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco or the Alabama Utility). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Collectively, Laclede Gas and Alagasco are referred to as the Utilities. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring accruals) 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 the Financial Statements contained in Laclede Group's, Laclede Gas' and Alagasco's Annual Reports on Form 10-K or 10-KT for the fiscal year or transition period, as applicable, ended September 30, 2014.

The consolidated financial position, results of operations, and cash flows of Laclede Group are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between the Utilities and their affiliates, as well as intercompany balances on the Utilities' Balance Sheets, have not been eliminated from the Utilities' financial statements. As a result of the Company's August 31, 2014 acquisition of Alagasco, the Company's results of operations for the three and nine months ended June 30, 2015 include Alagasco, which impacts the comparability of the current year financial statements to prior years for Laclede Group. Nonetheless, the separate financial statements for Alabama Gas Corporation are comparable as presented. For a further discussion of the acquisition, see Note 2, Alagasco Acquisition.

The Utilities are regulated natural gas distribution utilities. Due to the seasonal nature of the Utilities, Laclede Group’s earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Laclede Group are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

NATURE OF OPERATIONS - Laclede Group, headquartered in St. Louis, Missouri, is a public utility holding company. It has two key operating segments: Gas Utility and Gas Marketing. The Gas Utility segment is comprised of the operations of the Missouri Utilities and the Alabama Utility and serves St. Louis and eastern Missouri through legacy Laclede Gas, serves Kansas City and western Missouri through MGE, and serves central and northern Alabama through Alagasco. Laclede Group’s primary non-utility business, Laclede Energy Resources, Inc. (LER), included in the Gas Marketing segment, provides non-regulated natural gas services. The activities of other subsidiaries are described in Note 9, Information by Operating Segment, and are reported as Other. The Company's earnings are primarily derived from its Gas Utility segment.

REVENUE RECOGNITION - The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at June 30, 2015 and September 30, 2014 were $26.4 and $29.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). The amount of accrued unbilled revenues, which is not recorded as revenue until billed, for Alagasco at June 30, 2015 and September 30, 2014 were $5.4 and $5.2, respectively.

Laclede Group's other subsidiaries, including LER, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, LER enters into commitments associated with the purchase or sale of natural gas. Certain of LER’s derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of LER’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP,

21

revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES - Gross receipts taxes associated with the Utilities' services are imposed on the Utilities and billed to customers. The revenue and expense amounts are recorded gross in the "Operating Revenues" and "Taxes, other than income taxes" lines, respectively, in the Company's Condensed Consolidated Statements of Income and the Utilities' Condensed Statements of Income.

The following table presents gross receipts taxes recorded:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Laclede Group	$	14.6	$	13.7	$	87.0	$	67.9
Laclede Gas	11.1		13.7		66.9		67.9
Alagasco	3.5		4.7		20.1		24.1

REGULATED OPERATIONS - The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” This Topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process. As authorized by the Missouri Public Service Commission (MoPSC), the Purchased Gas Adjustment (PGA) clauses allow the Missouri Utilities to flow through to customers, subject to prudence review by the MoPSC, the cost of purchased gas supplies. Similarly, Alagasco's rate schedules for natural gas distribution charges contain a Gas Supply Adjustment (GSA) rider, which permits the pass-through to customers of changes in the cost of gas supply. Regulatory assets and liabilities related to the PGA clauses and GSA rider are both labeled Unamortized Purchased Gas Adjustments herein. See additional discussion on regulated operations in Note 4, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES - Transactions between the Company and its affiliates have been eliminated from the consolidated financial statements of Laclede Group. In addition to the normal intercompany shared services transactions, there were approximately $1.7 of employee-related integration transactions between Alagasco and Laclede Group in the quarter ended June 30, 2015. Laclede Gas had the following transactions with affiliates:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Sales of natural gas from Laclede Gas to LER	$	0.9	$	0.2	$	3.8	$	4.5
Sales of natural gas from LER to Laclede Gas	15.2		28.1		56.5		72.5
Transportation services provided by Laclede Pipeline Company to Laclede Gas	0.3		0.3		0.8		0.8

GOODWILL - Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities.

As part of the Alagasco acquisition (discussed in Note 2, Alagasco Acquisition), the Company initially recorded $727.6 of goodwill as of September 30, 2014. As part of the final reconciliation of net assets, $8.6 was paid by the Company to Energen Corporation (Energen) on January 6, 2015. This payment, offset partly by other immaterial purchase price adjustments in the second quarter of 2015, resulted in goodwill of $735.8 as of June 30, 2015 related to the Alagasco acquisition, included in Other for segment reporting purposes. Alagasco has no goodwill on its balance sheet as push down accounting was not applied. For Laclede Group and Laclede Gas, goodwill related to the 2013 acquisition of MGE, included in the Gas Utility segment, was $210.2 as of both June 30, 2015 and September 30, 2014.

UTILITY PLANT - Laclede Gas had accrued capital expenditures of $5.3 and $3.0 as of June 30, 2015 and September 30, 2014, respectively. Alagasco had accrued capital expenditures of $5.0 as of both June 30, 2015 and September 30, 2014. Accrued capital expenditures are excluded from the capital expenditures shown in the statements of cash flows.

REVISIONS TO PRIOR FINANCIAL STATEMENTS - In the Statements of Shareholder’s Equity in Alagasco's most recent Annual Report on Form 10-KT, $31.7 was misclassified between common stock and paid-in capital, with no impact on total

22

shareholder’s equity. The prior period balances have been corrected in this filing and the filings for the prior two quarters. In addition, certain current and noncurrent assets and liabilities in the prior period have been adjusted to conform with the current period presentation for Laclede Group, Laclede Gas and Alagasco.

NEW ACCOUNTING PRONOUNCEMENTS - In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. This standard is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principles-based approach to the recognition of revenue. The core principle of the standard is when an entity transfers goods or services to customers it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The standard outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance was originally to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. In July 2015, the FASB approved a one-year deferral of the effective date, but companies may choose to adopt it as of the original effective date. The Company, Laclede Gas and Alagasco are currently assessing the available transition methods and the potential impacts of the standard, which must be adopted by the first quarter of fiscal 2019.

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Currently different balance sheet presentation requirements exist for debt issuance costs and debt discount and premium. Debt issuance costs are recorded as a deferred charge (asset), while debt discount and debt premium costs are recorded as a liability adjustment. This standard will require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those years, with early adoption permitted. The application of this standard will be retrospective, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific impacts of applying the new guidance. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2017.

2. ALAGASCO ACQUISITION

The Company completed the acquisition of 100% of the common stock of Alagasco (Alagasco Transaction) from Energen for $1,600.0, including cash and assumed debt. The acquisition date (Closing Date) was September 2, 2014, with an effective time under the Stock Purchase Agreement of 11:59 p.m. on August 31, 2014. The Alagasco Transaction was subject to certain post-closing adjustments for cash, indebtedness and working capital as discussed below. Total cash consideration paid at closing, net of cash acquired and debt assumed, was $1,305.2. Subsequently, the Company and Energen agreed to a final reconciliation of net assets, and $8.6 was paid by the Company to Energen on January 6, 2015, effectively increasing the total net consideration to $1,313.8. The Alagasco Transaction was accounted for under the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The Company determined that the Alagasco Transaction met the scope exceptions for pushdown accounting, and as such the excess consideration transferred over the fair value of assets acquired was recorded at Laclede Group. The Company and Energen made an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, to treat the Alagasco Transaction as a deemed purchase and sale of assets for tax purposes. As a result, the existing deferred tax assets and liabilities were re-measured as of the Closing Date.

23

3. EARNINGS PER COMMON SHARE

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions, except per share amounts)	2015		2014		2015		2014
Basic EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Basic Earnings Per Share of Common Stock	$	0.32	$	0.34	$	3.59	$	2.97
Diluted EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Dilutive Effect of Stock Options, Restricted Stock and Restricted Stock Units	0.1		0.1		0.1		0.1
Weighted Average Diluted Shares	43.3		35.0		43.2		33.4
Diluted Earnings Per Share of Common Stock	$	0.32	$	0.33	$	3.59	$	2.97

In the three and nine months ended June 30, 2015 and 2014, there were approximately 300,000 shares of restricted stock and stock units subject to performance or market conditions excluded from the calculation of diluted EPS. Also, Laclede Group's 2014 2.0% Series Equity Units issued in June 2014 were anti-dilutive for the three and nine months ended June 30, 2015 and 2014; accordingly, they were excluded from the calculation of weighted average diluted shares for those periods.

4. REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, Laclede Gas and Alagasco account for regulated operations in accordance with FASB ASC Topic 980, "Regulated Operations." The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of June 30, 2015 and September 30, 2014.

24

	Laclede Group				Laclede Gas				Alagasco
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014		2015		2014
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	21.6	$	21.4	$	15.2	$	15.0	$	6.4	$	6.4
Unamortized purchased gas adjustments	—		54.0		—		54.0		—		—
Other	5.4		5.4		2.3		3.0		3.1		2.4
Total Regulatory Assets (current)	27.0		80.8		17.5		72.0		9.5		8.8
Non-current:
Future income taxes due from customers	130.3		117.0		130.3		117.0		—		—
Pension and postretirement benefit costs	424.6		431.5		362.9		365.4		61.7		66.1
Accretion and depreciation of asset retirement obligations	19.5		18.4		—		—		19.5		18.4
Purchased gas costs	20.9		4.3		20.9		4.3		—		—
Energy efficiency	21.3		18.9		21.3		18.9		—		—
Other	28.0		24.2		22.6		18.1		5.4		6.1
Total Regulatory Assets (non-current)	644.6		614.3		558.0		523.7		86.6		90.6
Total Regulatory Assets	$	671.6	$	695.1	$	575.5	$	595.7	$	96.1	$	99.4
Regulatory Liabilities:
Current:
RSE adjustment	$	10.3	$	19.8	$	—	$	—	$	10.3	$	19.8
Unbilled service margin	5.4		5.2		—		—		5.4		5.2
Refundable negative salvage	10.8		13.4		—		—		10.8		13.4
Unamortized purchased gas adjustments	52.3		22.4		20.8		—		31.5		22.4
Other	2.9		2.9		0.6		0.6		2.3		2.3
Total Regulatory Liabilities (current)	81.7		63.7		21.4		0.6		60.3		63.1
Non-current:
Postretirement liabilities	24.5		26.2		—		—		24.5		26.2
Refundable negative salvage	16.2		26.8		—		—		16.2		26.8
Accrued cost of removal	59.1		60.5		59.1		60.5		—		—
Other	15.1		12.3		11.8		11.6		3.6		0.7
Total Regulatory Liabilities (non-current)	114.9		125.8		70.9		72.1		44.3		53.7
Total Regulatory Liabilities	$	196.6	$	189.5	$	92.3	$	72.7	$	104.6	$	116.8

25

A portion of the Company's and Laclede Gas' regulatory assets are not earning a return, as shown in the schedule below:

	Laclede Group				Laclede Gas
	June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014
Regulatory Assets Not Earning a Return:
Future income taxes due from customers	$	130.3	$	117.0	$	130.3	$	117.0
Pension and postretirement benefit costs	221.2		240.9		221.2		240.9
Other	14.6		16.0		14.6		16.0
Total Regulatory Assets Not Earning a Return	$	366.1	$	373.9	$	366.1	$	373.9

Like all the Company's regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The Company and Laclede Gas expect these items to be recovered over a period not to exceed 15 years consistent with precedent set by the MoPSC. The portion of regulatory assets related to pensions and other postemployment benefits that pertains to unfunded differences between the projected benefit obligation and plan assets also does not earn a rate of return. Alagasco does not have any regulatory assets that are not earning a return.

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Laclede Group

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for the Company are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	5.7	$	5.7	$	5.7	$	—	$	—
Short-term debt	211.4		211.4		—		211.4		—
Long-term debt, including current portion	1,816.4		1,888.4		—		1,888.4		—
As of September 30, 2014
Cash and cash equivalents	$	16.1	$	16.1	$	16.1	$	—	$	—
Short-term debt	287.1		287.1		—		287.1		—
Long-term debt	1,851.0		1,937.3		—		1,937.3		—

26

Laclede Gas

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Laclede Gas are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	3.0	$	3.0	$	3.0	$	—	$	—
Short-term debt	135.2		135.2		—		135.2		—
Long-term debt	808.1		868.5		—		868.5		—
As of September 30, 2014
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—	$	—
Short-term debt	238.6		238.6		—		238.6		—
Long-term debt	807.9		876.2		—		876.2		—

Alagasco

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Alagasco are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	0.2	$	0.2	$	0.2	$	—	$	—
Short-term debt	8.5		8.5		—		8.5		—
Long-term debt, including current portion	215.0		226.7		—		226.7		—
As of September 30, 2014
Cash and cash equivalents	$	5.6	$	5.6	$	5.6	$	—	$	—
Short-term debt	16.0		16.0		—		16.0		—
Long-term debt	249.8		266.4		—		266.4		—

6. FAIR VALUE MEASUREMENTS

The following tables for Laclede Group and Laclede Gas categorize 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. Currently Alagasco has no assets or liabilities that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

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

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), 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 June 30, 2015 and September 30, 2014 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 the "Other investments" line of the 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 or Laclede Gas and the counterparty to a derivative contract.

27

Laclede Group

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Subtotal	17.7		4.0		—		(1.7		)	20.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.7		2.6		—		(4.1		)	1.2
Natural gas commodity contracts	$	—	$	2.4	$	0.7	$	(0.5	)	2.6
Total	$	20.4	$	9.0	$	0.7	$	(6.3	)	$	23.8
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	9.5	$	—	$	—	$	(9.5	)	$	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Subtotal	9.9		7.1		—		(9.9		)	7.1
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		2.9		—		(3.3		)	—
Natural gas commodity contracts	—		0.9		—		(0.5		)	0.4
Total	$	10.3	$	10.9	$	—	$	(13.7	)	$	7.5
As of September 30, 2014
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Subtotal	18.1		4.0		—		(2.5		)	19.6
Gas Marketing
NYMEX natural gas contracts	1.0		1.2		—		(1.8		)	0.4
Natural gas commodity contracts	—		2.7		0.2		(0.2		)	2.7
Total	$	19.1	$	7.9	$	0.2	$	(4.5	)	$	22.7
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	5.2	$	—	$	—	$	(5.2	)	$	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
Gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	5.4		4.1		—		(5.5		)	4.0
Gas Marketing
NYMEX/ICE natural gas contracts	1.1		0.7		—		(1.8		)	—
Natural gas commodity contracts	—		0.7		—		(0.2		)	0.5
Total	$	6.5	$	5.5	$	—	$	(7.5	)	$	4.5

28

Laclede Gas

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	17.7		4.0		—		(1.7		)	20.0
LIABILITIES
NYMEX/ICE natural gas contracts	9.5		—		—		(9.5		)	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
Gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Total	$	9.9	$	7.1	$	—	$	(9.9	)	$	7.1
As of September 30, 2014
ASSETS
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Total	18.1		4.0		—		(2.5		)	19.6
LIABILITIES
NYMEX/ICE natural gas contracts	5.2		—		—		(5.2		)	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	5.4	$	4.1	$	—	$	(5.5	)	$	4.0

7. CONCENTRATIONS OF CREDIT RISK

Other than in LER (the Gas Marketing segment), Laclede Group has no significant concentrations of credit risk.

A significant portion of LER’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, LER 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, LER may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, LER may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry from which LER both sells and purchases 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. LER records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in LER's accounts receivable attributable to energy producers and their marketing affiliates totaled $11.3 at June 30, 2015. Net receivable amounts from these customers on the same date, reflecting netting arrangements, were $8.6. LER's accounts receivable attributable to utility companies and their marketing affiliates comprised $17.6 of total accounts receivable at June 30, 2015, while net receivable amounts from these customers, reflecting netting arrangements, were $15.5.

LER also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At June 30, 2015, the amounts included in accounts receivable from LER’s five largest counterparties (in terms of net accounts receivable exposure) totaled $17.2. These five counterparties are either investment-grade rated or owned by investment-grade rated companies. Net receivable amounts from these five customers on the same date, reflecting netting arrangements, were $14.9.

29

8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

This footnote includes all pension plans of the Company whether historical plans or those acquired as part of the purchase of certain assets and liabilities of MGE on September 1, 2013 or those acquired in the Alagasco Transaction effective August 31, 2014. The net pension and postretirement obligations were re-measured at the applicable acquisition dates as well as at the fiscal year end.

Pension Plans

The pension plans of Laclede Group consist of plans for employees at the Missouri Utilities and plans covering employees of Alagasco.

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 US government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments and investments in diversified mutual funds.

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

The net periodic pension cost included the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	4.4		$	2.4		$	13.0		$	7.3
Interest cost on projected benefit obligation	7.4			6.0			22.3			18.0
Expected return on plan assets	(9.4		)	(6.6		)	(28.1		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	16.8			3.8			25.7			12.4
Regulatory adjustment	(6.3		)	2.9			3.4			7.4
Net pension cost	$	10.5		$	6.7		$	29.1		$	19.8

Laclede Gas
Service cost – benefits earned during the period	$	2.9		$	2.4		$	8.6		$	7.3
Interest cost on projected benefit obligation	5.8			6.0			17.6			18.0
Expected return on plan assets	(7.3		)	(6.6		)	(21.9		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	15.8			3.8			22.8			12.4
Regulatory adjustment	(7.8		)	2.9			(1.0		)	7.4
Net pension cost	$	8.0		$	6.7		$	21.8		$	19.8

30

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.9		$	4.4		$	5.5
Interest cost on projected benefit obligation	1.6			1.5			4.7			4.4
Expected return on plan assets	(2.1		)	(1.9		)	(6.2		)	(5.6		)
Amortization of prior service cost	—			—			—			0.1
Amortization of actuarial loss	—			0.9			—			2.9
Loss on lump-sum settlements	—			—			—			10.9
Sub-total	1.0			2.4			2.9			18.2
Regulatory adjustment	1.5			0.3			4.4			(10.3		)
Net pension cost	$	2.5		$	2.7		$	7.3		$	7.9

Pursuant to the provisions of the Missouri Utilities' and Alagasco's pension plans, pension obligations may be satisfied by lump-sum cash payments. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs in a specific year. Two Laclede Gas plans and one Alagasco plan met the criteria for settlement recognition in the quarter ended June 30, 2015, requiring remeasurement of the obligation under those plans using updated census data and assumptions for discount rate and mortality. The net reduction in projected benefit obligation was $7.4.

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 year 2015 contributions to Laclede Gas' pension plans through June 30, 2015 were $27.2 to the qualified trusts and $0.3 to the non-qualified plans. There were no fiscal 2015 contributions to the Alagasco pension plans through June 30, 2015.

Contributions to the Missouri Utilities' pension plans for the remaining three months of fiscal 2015 are anticipated to be approximately zero to the qualified trusts and $0.2 to the non-qualified plans. There are no expected contributions to Alagasco's pension plans for the remaining three months of fiscal 2015.

Postretirement Benefits

The Utilities provide certain life insurance benefits at retirement. Laclede Gas plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the MGE plans provided medical insurance after retirement until death. For retirements after January 1, 2015, the MGE plans provide medical insurance after early retirement until age 65. The transition obligation not yet included in postretirement benefit cost is being amortized over 20 years. Under the Alagasco plans, medical insurance is currently available 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 cost for the Company consisted of the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	3.2		$	2.8		$	9.6		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.8			2.1			8.4			6.5
Expected return on plan assets	(3.3		)	(1.7		)	(9.9		)	(5.1		)
Amortization of prior service credit	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.2			4.7			12.5			14.3
Regulatory adjustment	(2.8		)	(2.4		)	(8.2		)	(7.2		)
Net postretirement benefit cost	$	1.4		$	2.3		$	4.3		$	7.1

31

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Gas
Service cost – benefits earned during the period	$	3.0		$	2.8		$	9.2		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.2			2.1			6.5			6.5
Expected return on plan assets	(2.0		)	(1.7		)	(6.1		)	(5.1		)
Amortization of prior service cost	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.7			4.7			14.0			14.3
Regulatory adjustment	(2.3		)	(2.4		)	(6.9		)	(7.2		)
Net postretirement benefit cost	$	2.4		$	2.3		$	7.1		$	7.1

Alagasco
Service cost – benefits earned during the period	$	0.2		$	0.1		$	0.4		$	0.5
Interest cost on accumulated postretirement benefit obligation	0.6			0.7			1.9			1.9
Expected return on plan assets	(1.3		)	(1.3		)	(3.8		)	(3.4		)
Amortization of actuarial gain	—			(0.4		)	—			(0.9		)
Amortization of transition obligation	—			—			—			0.3
Sub-total	(0.5		)	(0.9		)	(1.5		)	(1.6		)
Regulatory adjustment	(0.5		)	—			(1.3		)	—
Net postretirement benefit income	$	(1.0	)	$	(0.9	)	$	(2.8	)	$	(1.6	)

Missouri and Alabama state law provides 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. Fiscal year 2015 contributions to the postretirement plans through June 30, 2015 were $8.9 for the Missouri Utilities. Contributions to the postretirement plans for the remaining three months of fiscal year 2015 are anticipated to be $9.2 to the qualified trusts and $0.2 paid directly to participants from the Missouri Utilities' funds. For Alagasco, there were no contributions to the postretirement plans during the first nine months of fiscal year 2015, and there are none expected for the remaining three months.

9. INFORMATION BY OPERATING SEGMENT

The Company has two key operating segments: Gas Utility and Gas Marketing. The Gas Utility segment comprises the regulated operations of the Utilities, consisting of Laclede Gas and Alagasco. Laclede Gas and Alagasco are public utilities engaged in the retail distribution and sale of natural gas serving an area in eastern Missouri through its legacy Laclede Gas assets, an area in western Missouri through its MGE assets, and central and northern Alabama through its Alagasco assets. The Gas Marketing segment includes the results of LER, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, and LER Storage Services, Inc., which utilizes natural gas storage contracts for providing natural gas sales. Other includes:

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

• Laclede Pipeline Company, a subsidiary of Laclede Group which operates a propane pipeline under Federal Energy Regulatory Commission (FERC) jurisdiction, and

• Laclede Group’s subsidiaries that are engaged in, among other activities, oil production, real estate development, compression of natural gas, and financial investments in other enterprises. All subsidiaries are wholly owned.

Accounting policies and intersegment transactions are described in Note 1, Summary of Significant Accounting Policies.

32

($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	260.2	$	14.5	$	0.5		$	—		$	275.2
Intersegment revenues	1.0		14.4		0.5			(15.9		)	—
Total Operating Revenues	261.2		28.9		1.0			(15.9		)	275.2
Operating Expenses:
Gas Utility
Natural and propane gas	73.2		—		—			(15.5		)	57.7
Other operation and maintenance	90.9		—		—			(0.3		)	90.6
Depreciation and amortization	32.5		—		—			—			32.5
Taxes, other than income taxes	26.2		—		—			—			26.2
Total Gas Utility Operating Expenses	222.8		—		—			(15.8		)	207.0
Gas Marketing	—		27.4		—			—			27.4
Other	—		—		4.9			(0.1		)	4.8
Total Operating Expenses	222.8		27.4		4.9			(15.9		)	239.2
Operating Income (Loss)	$	38.4	$	1.5	$	(3.9	)	$	—		$	36.0
Net Economic Earnings (Loss)	$	16.5	$	0.5	$	(5.9	)	$	—		$	11.1
Three Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	214.0	$	27.1	$	0.7		$	—		$	241.8
Intersegment revenues	0.2		27.9		0.5			(28.6		)	—
Total Operating Revenues	214.2		55.0		1.2			(28.6		)	241.8
Operating Expenses:
Gas Utility
Natural and propane gas	77.6		—		—			(28.3		)	49.3
Other operation and maintenance	73.3		—		—			(0.3		)	73.0
Depreciation and amortization	18.4		—		—			—			18.4
Taxes, other than income taxes	22.2		—		—			—			22.2
Total Gas Utility Operating Expenses	191.5		—		—			(28.6		)	162.9
Gas Marketing	—		50.0		—			—			50.0
Other	—		—		4.2			—			4.2
Total Operating Expenses	191.5		50.0		4.2			(28.6		)	217.1
Operating Income (Loss)	$	22.7	$	5.0	$	(3.0	)	$	—		$	24.7
Net Economic Earnings (Loss)	$	13.3	$	1.9	$	(0.7	)	$	—		$	14.5

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($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	1,688.6	$	82.3	$	1.3		$	—		$	1,772.2
Intersegment revenues	4.0		52.9		1.5			(58.4		)	—
Total Operating Revenues	1,692.6		135.2		2.8			(58.4		)	1,772.2
Operating Expenses:
Gas Utility
Natural and propane gas	902.1		—		—			(57.3		)	844.8
Other operation and maintenance	292.3		—		—			(0.8		)	291.5
Depreciation and amortization	96.7		—		—			—			96.7
Taxes, other than income taxes	119.9		—		—			—			119.9
Total Gas Utility Operating Expenses	1,411.0		—		—			(58.1		)	1,352.9
Gas Marketing	—		129.5		—			—			129.5
Other	—		—		9.1			(0.3		)	8.8
Total Operating Expenses	1,411.0		129.5		9.1			(58.4		)	1,491.2
Operating Income (Loss)	$	281.6	$	5.7	$	(6.3	)	$	—		$	281.0
Net Economic Earnings (Loss)	$	162.8	$	3.0	$	(11.4	)	$	—		$	154.4
Nine Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	1,283.6	$	120.2	$	1.1		$	—		$	1,404.9
Intersegment revenues	4.5		68.0		1.5			(74.0		)	—
Total Operating Revenues	1,288.1		188.2		2.6			(74.0		)	1,404.9
Operating Expenses:
Gas Utility
Natural and propane gas	769.7		—		—			(73.3		)	696.4
Other operation and maintenance	208.0		—		—			(0.7		)	207.3
Depreciation and amortization	58.5		—		—			—			58.5
Taxes, other than income taxes	92.6		—		—			—			92.6
Total Gas Utility Operating Expenses	1,128.8		—		—			(74.0		)	1,054.8
Gas Marketing	—		166.8		—			—			166.8
Other	—		—		8.5			—			8.5
Total Operating Expenses	1,128.8		166.8		8.5			(74.0		)	1,230.1
Operating Income (Loss)	$	159.3	$	21.4	$	(5.9	)	$	—		$	174.8
Net Economic Earnings (Loss)	$	93.8	$	9.8	$	(1.1	)	$	—		$	102.5

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

	June 30,			September 30,
($ Millions)	2015			2014
Total Assets:
Gas Utility	$	4,480.1		$	4,520.0
Gas Marketing	151.2			156.7
Other	1,560.6			1,575.7
Eliminations	(1,109.0		)	(1,178.4		)
Total Assets	$	5,082.9		$	5,074.0

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The following table reconciles the Company's Net Income (GAAP) to Net Economic Earnings (Non-GAAP):

	Three Months Ended June 30,						Nine Months Ended June 30,
($ Millions)	2015			2014			2015			2014
Net Income (GAAP)	$	14.1		$	11.7		$	155.6		$	99.5
Unrealized loss (gain) on energy-related derivative contracts	(1.7		)	(1.0		)	(2.1		)	(2.3		)
Lower of cost or market inventory adjustments	(0.2		)	(0.1		)	—			(0.7		)
Realized loss (gain) on economic hedges prior to sale of the physical commodity	1.5			—			1.6			(0.1		)
Acquisition, divestiture and restructuring activities	2.1			3.9			4.0			6.1
Gain on sale of property	(4.7		)	—			(4.7		)	—
Net Economic Earnings (Non-GAAP)	$	11.1		$	14.5		$	154.4		$	102.5

10. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2019, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at June 30, 2015 are estimated at approximately $1,468.0, $699.9, and $482.9 for the Company, Laclede Gas, and Alagasco, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Missouri Utilities recover their costs from customers in accordance with their PGA clause and Alagasco recovers its cost through its GSA rider.

Contingencies

Laclede Gas

Similar to other natural gas utility companies, Laclede Gas owns and operates 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 Laclede Gas' financial position and results of operations. As environmental laws, regulations, and their interpretations change, however, the Company or Laclede Gas may incur additional environmental liabilities that may result in additional costs.

In the natural gas industry, many gas distribution companies like Laclede Gas and MGE have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. At this time, Laclede Gas has identified three former manufactured gas plant (MGP) sites where costs have been incurred and claims have been asserted: one in Shrewsbury, Missouri and two in the City of St. Louis, Missouri. Laclede Gas has enrolled the two sites in the City of St. Louis in the Missouri Department of Natural Resources Brownfields/Voluntary Cleanup Program (BVCP). MGE has enrolled all of its owned former manufactured gas plant sites in the BVCP.

With regard to the former MGP site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators agreed upon certain remedial actions to a portion of the site in a 1999 Administrative Order on Consent (AOC), which actions have been completed. On September 22, 2008, Environmental Protection Agency (EPA) Region VII issued a letter of Termination and Satisfaction terminating the AOC. However, if after this termination of the AOC, regulators require additional remedial actions, or additional claims are asserted, Laclede Gas may incur additional costs.

In conjunction with redevelopment of one of the sites located in the City of St. Louis, Laclede Gas and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the Missouri Department of Natural Resources. The Remediation Agreement also provides for a release of Laclede Gas 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 Laclede Gas 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 Laclede Gas did not materially impact the financial condition, results of operations, or cash flows of the Company.

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

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

On March 10, 2015, Laclede Gas received a Section 104(e) information request from EPA Region VII regarding the former Thompson Chemical/Superior Solvents site located at 60 Chouteau Avenue in St. Louis, Missouri. In turn, Laclede Gas 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 the information is being evaluated prior to issuing the response due to the EPA on August 21, 2015.

MGE 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, which is in the early stages of site analysis and characterization. Remediation efforts at these sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to early site characterization in Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad area.

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 Laclede Gas 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 potential responsible parties to pay, the successful completion of remediation efforts required by the Remediation Agreement described above, and any insurance recoveries.

In 2013, Laclede Gas retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Laclede Gas or MGE. 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 from $8.1 to $39.3 based upon current available facts, technology and laws and regulations.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other potential responsible parties), are incurred prior to a rate case, Laclede Gas would request from the MoPSC authority to defer such costs and collect them in the next rate case. The Company does not expect potential liabilities that may arise from remediating these sites to have a material impact on the future financial position or results of operations of Laclede Gas or the Company.

Alagasco

Alagasco owns and operates 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 Alagasco's financial position and results of operations. As environmental laws, regulations, and their interpretations change, however, Alagasco may be required to incur additional costs.

Alagasco 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. Management expects that, should future remediation of the sites be required, Alagasco’s share of the remediation costs will not materially affect the financial position and results of operations of Alagasco. During 2011, a removal action was completed at the Huntsville, Alabama MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Alagasco and the current site owner.

In 2012, Alagasco responded to an EPA Request for Information Pursuant to Section 104 of Comprehensive Environment Response, Compensation, and Liability Act (CERCLA) relating to the 35th Avenue Superfund Site located in North Birmingham,

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Jefferson County, Alabama. The Request related to a former site of a manufactured gas distribution facility owned by Alagasco and located in the vicinity of the 35th Avenue Superfund Site. In September 2013, Alagasco received from the EPA a General Notice Letter and Invitation to Conduct a Removal Action at the 35th Avenue Superfund Site. The letter identifies Alagasco as a potentially responsible party (PRP) under CERCLA for the cleanup of the Site or costs the EPA incurs in cleaning up the site. The EPA also offered the PRP group the opportunity to conduct Phase I of the proposed removal action which involved removal activities at approximately 50 residences that purportedly exceed certain risk levels for contamination. All Phase I work was conducted by the EPA without PRP participation, and is completed or close to completion. In August of 2014, the EPA offered the PRP group the opportunity to conduct Phase II of the proposed removal action which involved removal activities at approximately 30 additional residences that purportedly exceed certain risk levels for contamination. Alagasco has not agreed to undertake any of the proposed removal activities.

Alagasco has discussed its designation as a PRP with the EPA (including an in-person meeting in Atlanta), and Alagasco has requested additional information from the EPA regarding the testing and removal activities and its designation as a PRP. Alagasco responded to an additional Request for Information from the EPA on June 18, 2015. At this point, Alagasco 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.

Alagasco has also been approached by a law firm regarding entry into an agreement to toll the statute of limitations with potential plaintiffs related to purported damages allegedly incurred by such potential plaintiffs in connection with the 35th Avenue Superfund Site, and is considering whether to enter into such a tolling arrangement.

The EPA published a proposal to add the 35th Avenue Superfund Site to its National Priorities List (NPL). CERCLA requires that the National Oil and Hazardous Substances Pollution Contingency Plan (NCP) include a list of national priorities among the known releases or threatened releases of hazardous substances, pollutants or contaminants throughout the United States. The NPL constitutes this list. Alagasco submitted comments in opposition to the proposed listing on January 20, 2015 and responded to an EPA Request for Information on June 18, 2015.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other potential responsible parties) are incurred, Alagasco would defer such costs and recover them over a period of time in accordance with Alagasco's Enhanced Stability Reserve (ESR). Alagasco does not expect potential liabilities that may arise from remediating these sites to have a material impact on the future financial position or results of operations of Alagasco or the Company.

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama which resulted in one fatality, personal injuries and property damage. Alagasco is cooperating with the National Transportation Safety Board which is investigating the incident. Alagasco has been named as a defendant in several lawsuits arising from the incident, and additional lawsuits and claims may be filed against Alagasco.

Alagasco is, from time to time, a party to various pending or threatened legal proceedings and has accrued a provision for its estimated liability. Certain of these lawsuits include claims for punitive damages in addition to other specified relief. Alagasco recognizes its liability for contingencies when information available indicates both a loss is probable and the amount of the loss can be reasonably estimated. Based upon information presently available, and in light of available legal and other defenses, contingent liabilities arising from threatened and pending litigation are not considered material in relation to the financial position of Alagasco. It should be noted, however, that there is uncertainty in the valuation of pending claims and prediction of litigation results.

Laclede Group

In addition to the matters noted above, the Company, Laclede Gas and Alagasco are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of such matters will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Laclede Gas, or Alagasco.

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

($ in millions, except per share amounts)

This section analyzes the financial condition and results of operations of The Laclede Group, Inc. (Laclede Group or the Company), Laclede Gas Company (Laclede Gas), and Alabama Gas Corporation (Alagasco). Laclede Gas and Alagasco are wholly owned subsidiaries of the Company. Collectively, Laclede Gas and Alagasco are referred to as the Utilities. This section includes management’s view of factors that affect the respective business of the Company, Laclede Gas, and Alagasco, explanations of past financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company's, Laclede Gas' and Alagasco's overall financial condition and liquidity.

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

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

• Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments;

• The impact of changes and volatility in natural gas prices on our competitive position in relation to suppliers of alternative heating sources, such as electricity;

• Changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production in or shut producing natural gas wells, expiration of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;

• The acquisitions of MGE and/or Alagasco may not achieve their intended results, including anticipated cost savings;

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

▪allowed rates of return,

▪incentive regulation,

▪industry structure,

▪purchased gas adjustment provisions,

▪rate design structure and implementation,

▪regulatory assets,

▪non-regulated and affiliate transactions,

▪franchise renewals,

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

▪taxes,

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

▪accounting standards;

•The results of litigation;

• The availability and access, in general, of 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 obligations;

• Capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;

• Discovery of material weakness in internal controls; and

• Employee workforce issues, including but not limited to labor disputes and future wage and employee benefit costs including changes in discount rates and returns on benefit plan assets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and Laclede Gas' and Alagasco's Condensed Financial Statements and the Notes thereto.

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RESULTS OF OPERATIONS

Overview

The Company has two key operating segments: Gas Utility and Gas Marketing. Laclede Group’s earnings are primarily derived from its Gas Utility segment, which reflects the regulated activities of the Utilities.

Gas Utility

The Gas Utility segment consists of the regulated businesses of Laclede Gas and Alagasco. Laclede Gas and Alagasco are public utilities engaged in the retail distribution and sale of natural gas serving an area in eastern Missouri through Laclede Gas, an area in western Missouri, through MGE (collectively, the Missouri Utilities) and central and northern Alabama through Alagasco (the Alabama Utility) (collectively, the Utilities). The earnings of the Utilities are primarily generated by the sale of heating energy. The Utilities' earnings are typically concentrated during the heating season of November through April each fiscal year.

Gas Marketing

Laclede Energy Resources (LER) is engaged in the marketing of natural gas and related activities on a non-regulated basis and is reported in the Gas Marketing segment. LER markets natural gas to both on-system utility transportation customers and customers outside of Laclede Gas’ traditional service territory, including large retail and wholesale customers. LER’s operations and customer base are subject to more fluctuations in market conditions than the Utilities. LER entered into a 10-year contract for 1 Bcf of natural gas storage effective August 1, 2013 and has an additional 3.5 Bcf of storage contracts that expire various times through April 30, 2016.

Other

Other includes:

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

• Laclede Pipeline Company, a subsidiary of Laclede Group which operates a propane pipeline under Federal Energy Regulatory Commission (FERC) jurisdiction, and

• Laclede Group’s subsidiaries that are engaged in, among other activities, oil production, real estate development, compression of natural gas, and financial investments in other enterprises. All subsidiaries are wholly owned.

EARNINGS

Net income reported by Laclede Group, Laclede Gas and Alagasco are determined in accordance with accounting principles generally accepted in the United States of America (GAAP). Management also uses the non-GAAP measures of net economic earnings, net economic earnings per share, and operating margin when evaluating and reporting results of operations. These non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as net income. These non-GAAP measures are described below and reconciled to the Company's most directly comparable GAAP measures on the following pages.

Non-GAAP Measures - 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 after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions as well as acquisition, divestiture, and restructuring activities. These fair value and timing adjustments are made in instances where the accounting treatment differs from the economic substance of the underlying transaction, including the following:

• Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:

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

2) ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;

• Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the market price of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and

• Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.

These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until

39

being replaced with the actual gains or losses realized when the associated physical transaction(s) occur. While management uses these non-GAAP measures to evaluate both the Utilities and LER, the net effect of adjustments on the Utilities' earnings are minimal. This is due to gains or losses on Laclede Gas' natural gas derivative instruments being deferred pursuant to its PGA clause, as authorized by the MoPSC; and gains or losses on any Alagasco natural gas derivative instruments being deferred pursuant to its GSA rider, as authorized by the APSC. 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.

In addition, management excludes the impact related to unique acquisition, divestiture, and restructuring activities when evaluating on-going performance, and therefore excludes these impacts from net economic earnings. Management believes that this presentation provides a useful representation of operating performance by facilitating comparisons of year-over-year results.

The definition and measurement of net economic earnings provided above is consistent with that used by management and the Board of Directors in assessing the Company's, Laclede Gas' and Alagasco's performance as well as determining performance under the Company's, Laclede Gas', and Alagasco's incentive compensation plans. Further, the Company believes this better enables an investor to view the Company's, Laclede Gas' and Alagasco's performance in that period on a basis that would be comparable to prior periods.

Non-GAAP Measure - Operating Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of operating margin when evaluating results of operations. As shown in tables within the discussions below, operating margin is calculated by subtracting from operating revenues the natural and propane gas expense and gross receipts tax expense that are collected in revenues. The Utilities pass on to their customers (subject to prudence review by the MoPSC and APSC) increases and decreases in the wholesale cost of natural gas in accordance with their PGA clauses (Missouri Utilities) and GSA rider (Alagasco). The wholesale cost of natural gas similarly impacts the Company's non-regulated businesses and the amounts they can charge their customers. 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 and has no direct effect on operating margin. As these costs are included in operating revenues and operating expenses and management does not have any control over these amounts, management believes that operating margin is a more useful measure. In addition, it is management's belief that operating margin and the remaining operating expenses are more useful measures in assessing the Company's and the Utilities' performance because management has more ability to influence these items.

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THREE MONTHS ENDED JUNE 30, 2015

LACLEDE GROUP

Net Income and Net Economic Earnings

Reconciliation of the Company's Net Economic Earnings to the most comparable GAAP measure, Net Income, is as follows:

($ Millions, except per share amounts)		Gas Utility			Gas Marketing			Other			Consolidated			Per Diluted Share **
Three Months Ended June 30, 2015
	Net Income (Loss) (GAAP)	$	20.7		$	1.0		$	(7.6	)	$	14.1		$	0.32
	Unrealized (gain) loss on energy-related derivatives*	0.1			(1.8		)	—			(1.7		)	(0.04		)
	Lower of cost or market inventory adjustments*	—			(0.2		)	—			(0.2		)	(0.01		)
	Realized loss on economic hedges prior      to the sale of the physical commodity*	—			1.5			—			1.5			0.04
	Acquisition, divestiture and restructuring activities*	0.4			—			1.7			2.1			0.05
	Gain on sale of property*	(4.7		)	—			—			(4.7		)	(0.11		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	16.5		$	0.5		$	(5.9	)	$	11.1		$	0.25
Three Months Ended June 30, 2014
	Net Income (Loss) (GAAP)	$	12.1		$	3.0		$	(3.4	)	$	11.7		$	0.33
	Unrealized gain on energy-related derivatives*	—			(1.0		)	—			(1.0		)	(0.02		)
	Lower of cost or market inventory adjustments*	—			(0.1		)	—			(0.1		)	—
	Acquisition, divestiture and restructuring activities*	1.2			—			2.7			3.9			0.10
	Weighted average shares adjustment**													0.03
	Net Economic Earnings (Loss) (Non-GAAP)	$	13.3		$	1.9		$	(0.7	)	$	14.5		$	0.44

* Amounts presented net of income taxes. Income taxes are calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.

** 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. Also, net economic earnings per share exclude the impact of the June 2014 equity offering to fund the acquisition of Alagasco. The weighted-average diluted shares used in the net economic earnings per share calculation for the quarter ended June 30, 2014 was 32.7 million compared to 35.0 million in the GAAP diluted EPS calculation.

41

Consolidated

Laclede Group’s net income was $14.1 for the three months ended June 30, 2015, compared with $11.7 for the three months ended June 30, 2014. Basic and diluted earnings per share for the three months ended June 30, 2015 were $0.32, compared with basic and diluted earnings per share of $0.34 and $0.33, respectively, for the three months ended June 30, 2014. Net income increased due to improved results reported by Laclede Group's Gas Utility segment, which reflects the inclusion of $0.7 from Alagasco operations and $7.9 growth in the Missouri Utilities' net income. For the quarter, net income for the Missouri Utility includes the effect of a gain on the sale of property of $4.7 ($7.6 pre-tax). The increased net income from the Gas Utility segment was partially offset by a $2.0 decrease in net income from the Gas Marketing segment and a $4.2 higher loss from other non-utility activities, principally due to interest expense relating to the financing of the Alagasco acquisition. Laclede Group's net economic earnings were $11.1 for the three months ended June 30, 2015, down from $14.5 for the same period last year. Net economic earnings per share were $0.25 for the three months ended June 30, 2015, down from $0.44 for last year's third quarter. Per share results reflect the impact of 10.4 million common shares issued in June 2014 to finance a portion of the Alagasco acquisition.

Gas Utility

Gas Utility net income and net economic earnings increased by $8.6 and $3.2, respectively. The increase was primarily due to higher operating margin of $50.0, reflecting the inclusion of Alagasco operating margin totaling $54.5, slightly offset by a lower operating margin from Laclede Gas. The lower operating margin from Laclede Gas was due primarily to a $6.6 decrease attributable to the MGE variable rate design, which effectively shifts revenue from the third and fourth quarters into the first and second quarters. The MGE rate design impact was mitigated by a higher MGE Infrastructure System Replacement Surcharge (ISRS) of $1.9. The higher operating margin was partially offset by an increase in other operating expenses of $20.2 (including $38.8 from Alagasco offset in part by lower costs at the Missouri Utilities), an increase in depreciation and amortization expenses of $14.1 (including $11.8 from Alagasco), and a $2.9 increase in interest expense (including $3.3 from Alagasco).

Gas Marketing

The Gas Marketing segment reported GAAP net income totaling $1.0 for the three months ended June 30, 2015, a decrease of $2.0 compared with the same period last year. Net economic earnings for the three months ended June 30, 2015 decreased $1.4 compared with the three months ended June 30, 2014. These decreases were primarily attributable to less favorable market conditions (including reduced price volatility and price differences between supply regions) that negatively impacted operating margin by $2.3 with the impact to net economic earnings being partly mitigated by $0.7 in net favorable derivative impact year over year, as discussed below.

Other

The combined net loss for the Company's other non-utility activities was $4.2 higher for the three months ended June 30, 2015 compared with the same period last year. Net loss in the current year was affected by $3.6 higher pre-tax interest expense, primarily relating to Laclede Group debt issued for the Alagasco acquisition, and higher operating expenses of the Company's other non-utility activities, including Spire natural gas fueling solutions and unallocated corporate expenses.

42

Operating Revenues and Operating Expenses

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

($ Millions)		Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2015
	Operating revenues	$	261.2	$	28.9	$	1.0		$	(15.9	)	$	275.2
	Natural and propane gas expense	73.2		25.7		0.1			(15.6		)	83.4
	Gross receipts tax expense	15.1		0.1		—			—			15.2
	Operating margin (non-GAAP)	172.9		3.1		0.9			(0.3		)	176.6
	Depreciation and amortization	32.5		0.1		0.1			—			32.7
	Other operating expenses	102.0		1.5		4.7			(0.3		)	107.9
	Operating income (loss) (GAAP)	$	38.4	$	1.5	$	(3.9	)	$	—		$	36.0
Three Months Ended June 30, 2014
	Operating revenues	$	214.2	$	55.0	$	1.2		$	(28.6	)	$	241.8
	Natural and propane gas expense	77.6		48.5		—			(28.3		)	97.8
	Gross receipts tax expense	13.7		—		—			—			13.7
	Operating margin (non-GAAP)	122.9		6.5		1.2			(0.3		)	130.3
	Depreciation and amortization	18.4		0.1		0.1			—			18.6
	Other operating expenses	81.8		1.4		4.1			(0.3		)	87.0
	Operating income (loss) (GAAP)	$	22.7	$	5.0	$	(3.0	)	$	—		$	24.7

Consolidated

Laclede Group reported operating revenues of $275.2 for the three months ended June 30, 2015 compared with $241.8 for the same period last year. Laclede Group's operating margin increased $46.3 for the three months ended June 30, 2015 compared with the same period last year due to an increase in the Gas Utility segment partially offset by a decrease in Gas Marketing, as discussed separately below. Depreciation and amortization expenses were $32.7 for the three months ended June 30, 2015, compared with $18.6 for the same period last year. Other operating expenses were $107.9 for the three months ended June 30, 2015, compared with $87.0 for the same period last year. The increase was primarily due to the inclusion of Alagasco depreciation and amortization expenses and other operating expenses totaling $11.8 and $38.8, respectively. The inclusion of Alagasco expenses were partly offset by lower operating expenses at Laclede Gas, as discussed below.

Gas Utility

Operating Revenues -Gas Utility operating revenues for the three months ended June 30, 2015 were $261.2, or $47.0 more than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

($ Millions)	Variance
Alagasco
Customer revenue	$	73.7
Laclede Gas
Higher ISRS revenues and base rate increases	1.9
Variable rate design for MGE	(6.6		)
Lower wholesale gas costs passed on to customers	(17.4		)
Lower system sales volumes and other variations	(4.6		)
Total Laclede Gas revenue variance	(26.7		)
Total Variation	$	47.0

Discussion of the effects of temperature changes on the results of operations is included under the heading LACLEDE GAS below.

43

Operating Margin- Gas Utility operating margin was $172.9 for the three months ended June 30, 2015, a $50.0 increase over the same period last year. The increase was attributable to the following factors:

($ Millions)	Variance
Operating margin from Alagasco	$	54.5
Laclede Gas
Variable rate design for MGE	(6.6		)
Higher Infrastructure System Replacement Surcharge (ISRS) and base rate increases	1.9
Other variations	0.2
Total Variation	$	50.0

As shown, the increase was primarily attributable to the addition of Alagasco, offset by the effect of the change in MGE rate design, which now includes a small variable usage component, creating a more seasonal earnings pattern.

Operating Expenses - Depreciation and amortization expenses for the three months ended June 30, 2015 increased $14.1 from last year, primarily due to the addition of $11.8 from Alagasco. Other operating expenses for the three months ended June 30, 2015 reflect the benefit of a gain on the sale of property of $7.6. Excluding this gain, other operating expenses increased $27.8 from the same period last year. The increase was primarily due to the inclusion of Alagasco's other operating expenses totaling $38.8, partly offset by $11.0 lower expenses at Laclede Gas. The decrease at Laclede Gas was driven by a $6.8 reduction in bad debt expenses and $4.2 from lower payroll expenses and other cost efficiencies.

Gas Marketing

Operating Revenues -Operating revenues decreased $26.1 versus the prior year period. Of this decline, $25.0 was due primarily to lower general pricing levels. Average pricing for the quarter ended June 30, 2014 was approximately $4.60/MMBtu, versus pricing of approximately $2.69/MMBtu the quarter ended June 30, 2015. The remaining $1.1 revenue variance was due to differences in net mark-to-market impacts on derivatives between the current year and the prior year period.

Operating Margin- Gas Marketing operating margin during the three months ended June 30, 2015 decreased $3.4 from the same period last year. The decrease in operating margin is primarily due to the prior year quarter achieving $2.3 higher sales margins (operating margins less fair value adjustments) reflecting greater market volatility and basis differentials, a carryover from the extremely cold weather in the second quarter of 2014, combined with the current year experiencing $1.1 lower pre-tax income associated with unrealized gains on derivatives offset by higher fair value adjustments associated with storage services.

Interest Charges

Consolidated interest charges during the three months ended June 30, 2015 increased $6.4 from the same period last year. The increase was primarily due to the addition of Alagasco interest expense of $3.3 and the net effect of the Company's August 2014 issuance of long-term debt totaling $625.0 and the June 2014 issuance of equity units totaling $143.8. For the three months ended June 30, 2015 and 2014, average short-term borrowings were $205.4 and $19.8, respectively, and the average interest rates on these borrowings were 0.8% and 0.2%, respectively.

Income Taxes

Consolidated income tax expense during the three months ended June 30, 2015 increased $5.4 from the same period last year primarily due to higher pre-tax income and a higher effective tax rate. The current year effective rate was negatively impacted by the inclusion of Alagasco, which has a higher effective rate than the rest of the consolidated group. Also, the prior year effective tax rate was positively impacted by tax credits that did not reoccur in the current year.

44

LACLEDE GAS

	Three Months Ended   June 30,
($ Millions)	2015		2014
Operating revenues	$	187.5	$	214.2
Natural and propane gas expense	57.5		77.6
Gross receipts tax expense	11.6		13.7
Operating margin (non-GAAP)	118.4		122.9
Depreciation and amortization	20.7		18.4
Other operating expenses	63.2		82.0
Operating income (GAAP)	$	34.5	$	22.5
Net Income	$	20.0	$	12.0

Operating revenues during the three months ended June 30, 2015 decreased $26.7 from the same period last year primarily due to $17.4 in lower wholesale gas costs passed on to customers, a decrease of $6.6 relating to the introduction at MGE of variable rate design, and lower system sales of $4.6, offset partly by higher ISRS charges of $1.9. Operating margin for the three months ended June 30, 2015 decreased $4.5 from the same period last year. Other operating expenses for the three months ended June 30, 2015 decreased $18.8. Primary drivers of the expense decrease were the gain of $7.6 on the sale of property, $6.8 reduction in bad debt expense reflecting seasonality experience, and $4.2 from lower payroll expenses and other cost efficiencies. Resulting net income for the three months ended June 30, 2015 increased $8.0 from the same period last year.

Temperatures in the Missouri Utilities’ service areas during the three months ended June 30, 2015 were 25.9% warmer than the same period a year earlier, resulting in comparatively lower gas usage on a per customer basis, and were 30.7% warmer than normal. The Missouri Utilities' total system therms sold and transported were 201.3 million for the three months ended June 30, 2015, compared with 230.8 million for the same period last year. This decrease was due to warmer temperatures and decreased heating demand in our service areas, reducing the demand for gas supply resources.

45

ALAGASCO

	Three Months Ended   June 30,
($ Millions)	2015		2014
Operating revenues	$	73.7	$	93.8
Natural gas expense	15.7		38.5
Gross receipts tax expense	3.5		4.7
Operating margin (non-GAAP)	54.5		50.6
Depreciation and amortization	11.8		11.4
Other operating expenses	38.8		37.4
Operating income (GAAP)	$	3.9	$	1.8
Net Income	$	0.7	$	(0.6	)

Operating revenues for the three months ended June 30, 2015 decreased $20.1 from the same period last year. The decrease was driven by the $12.1 effect of lower gas prices passed through to customers and the $9.4 effect of reduced cycle customer usage, partially offset by a $1.4 increase due to net RSE adjustments. Operating margin increased $3.9, due primarily to lower gas expense resulting from lower gas prices, customer usage and gross receipts tax, offset by the decrease in operating revenues. Other operating expenses for the three months ended June 30, 2015 increased $1.4 from the same period last year, primarily driven by higher bad debt, professional services and field operations expenses. Net income during the three months ended June 30, 2015 increased $1.3 from the same period last year, primarily due to the factors discussed above.

Temperatures in Alagasco's service area during the three months ended June 30, 2015 were 50.7% warmer than the same period a year earlier and 37.2% warmer than normal, resulting in comparatively lower gas usage for cycle customers. Alagasco's total therms sold and transported were 170.5 million for the three months ended June 30, 2015, compared with 169.8 million for the same period last year.

For further information on the GSA and Rate Stabilization and Equalization (RSE) mechanisms, please see Note 1, Summary of Significant Accounting Policies, and Note 3, Regulatory Matters, of Alagasco's Annual Report on Form 10-KT for the transition period ended September 30, 2014 .

46

NINE MONTHS ENDED JUNE 30, 2015

LACLEDE GROUP

Net Income and Net Economic Earnings

Reconciliation of the Company's Net Economic Earnings to the most comparable GAAP number, Net Income, is as follows:

		Gas Utility			Gas Marketing			Other			Total			Per Diluted Share **
Nine Months Ended June 30, 2015
	Net Income (Loss) (GAAP)	$	166.5		$	3.5		$	(14.4	)	$	155.6		$	3.59
	Unrealized gain on energy-related derivatives*	—			(2.1		)	—			(2.1		)	(0.05		)
	Realized loss on economic hedges prior      to the sale of the physical commodity*	—			1.6			—			1.6			0.04
	Acquisition, divestiture and restructuring activities*	1.0			—			3.0			4.0			0.09
	Gain on sale of property*	(4.7		)	—			—			(4.7		)	(0.11		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	162.8		$	3.0		$	(11.4	)	$	154.4		$	3.56
Nine Months Ended June 30, 2014
	Net Income (Loss) (GAAP)	$	91.6		$	12.9		$	(5.0	)	$	99.5		$	2.97
	Unrealized gain on energy-related derivatives*	—			(2.3		)	—			(2.3		)	(0.07		)
	Lower of cost or market inventory adjustments*	—			(0.7		)	—			(0.7		)	(0.02		)
	Realized gain on economic hedges prior      to the sale of the physical commodity*	—			(0.1		)	—			(0.1		)	—
	Acquisition, divestiture and restructuring activities*	2.2			—			3.9			6.1			0.17
	Weighted average shares adjustment**													0.07
	Net Economic Earnings (Loss) (Non-GAAP)	$	93.8		$	9.8		$	(1.1	)	$	102.5		$	3.12

* Amounts presented net of income taxes. Income taxes are calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.

** 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. Also, net economic earnings per share exclude the impact of the June 2014 equity offering to fund the acquisition of Alagasco. The weighted-average diluted shares used in the net economic earnings per share calculation for the nine months ended June 30, 2014 was 32.7 million compared to 33.4 million in the GAAP diluted EPS calculation.

Consolidated

Laclede Group’s net income was $155.6 for the nine months ended June 30, 2015, compared with $99.5 for the nine months ended June 30, 2014. Basic and diluted earnings per share for the nine months ended June 30, 2015 were $3.59 compared with basic and diluted earnings per share of $2.97 for the nine months ended June 30, 2014. Net income increased primarily due to improved results reported by the Company's Gas Utility segment, which reflects the inclusion of $57.6 from Alagasco operations and $17.3 income growth from the Missouri Utilities. The higher Gas Utility results were partially offset by $9.4 lower earnings from the Gas Marketing segment and a $9.4 higher loss in Other. Net economic earnings were $154.4 for the nine months ended June 30, 2015, up from $102.5 for the same period last year. The corresponding net economic earnings per share were $3.56 and $3.12, respectively.

Gas Utility

Gas Utility net income and net economic earnings increased by $74.9 and $69.0, respectively, for the nine months ended June 30, 2015, compared with the nine months ended June 30, 2014. The increase was primarily due to higher operating margin of $252.5, which reflects the inclusion of Alagasco operating margin totaling $248.4 and $4.1 growth generated by the Missouri Utilities. These benefits were partially offset by an increase in other operating expenses of $92.0 (including $111.4 from Alagasco, partly offset by a $19.4 reduction within the Missouri Utilities) and an increase in depreciation and amortization expenses of $38.2 (including $35.3 from Alagasco), as well as $9.6 higher interest expense and $41.5 higher income tax expense, both primarily attributable to the inclusion of Alagasco in fiscal 2015 results.

47

Gas Marketing

The Gas Marketing segment reported GAAP net income totaling $3.5, a decrease of $9.4 compared with the same period last year. Net economic earnings for the nine months ended June 30, 2015 decreased $6.8 compared with the nine months ended June 30, 2014. The decreases in net income and net economic earnings were primarily attributable to a decrease in operating margin, with the impact to net economic earnings being partly mitigated by more favorable mark-to-market activity in the current year, as discussed below.

Other

The combined net loss for the Company's other non-utility activities was $9.4 higher for the nine months ended June 30, 2015 compared with the same period last year. The increase in net loss was primarily the result of $15.3 in higher interest expense relating to the 2014 debt issued to finance the Alagasco acquisition, and slightly higher operating expenses of the Company's other non-utility activities, including Spire natural gas fueling solutions and unallocated corporate expenses.

Operating Revenues and Operating Expenses

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

		Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2015
	Operating revenues	$	1,692.6	$	135.2	$	2.8		$	(58.4	)	$	1,772.2
	Natural and propane gas expense	902.1		124.8		0.3			(57.6		)	969.6
	Gross receipts tax expense	86.1		0.2		—			—			86.3
	Operating margin (non-GAAP)	704.4		10.2		2.5			(0.8		)	716.3
	Depreciation and amortization	96.7		0.3		0.4			—			97.4
	Other operating expenses	326.1		4.2		8.4			(0.8		)	337.9
	Operating income (loss) (GAAP)	$	281.6	$	5.7	$	(6.3	)	$	—		$	281.0
Nine Months Ended June 30, 2014
	Operating revenues	$	1,288.1	$	188.2	$	2.6		$	(74.0	)	$	1,404.9
	Natural and propane gas expense	769.7		162.6		—			(73.3		)	859.0
	Gross receipts tax expense	66.5		0.2		—			—			66.7
	Operating margin (non-GAAP)	451.9		25.4		2.6			(0.7		)	479.2
	Depreciation and amortization	58.5		0.3		0.3			—			59.1
	Other operating expenses	234.1		3.7		8.2			(0.7		)	245.3
	Operating income (loss) (GAAP)	$	159.3	$	21.4	$	(5.9	)	$	—		$	174.8

Consolidated

Laclede Group reported operating revenues of $1,772.2 for the nine months ended June 30, 2015 compared with $1,404.9 for the same period last year. Laclede Group's operating margin increased $237.1 for the nine months ended June 30, 2015 compared with the same period last year due to higher Gas Utility operating margin offsetting lower Gas Marketing results, as discussed below. Depreciation and amortization expenses were $97.4 for the nine months ended June 30, 2015, compared with $59.1 for the same period last year. Other operating expenses were $337.9 for the nine months ended June 30, 2015, compared with $245.3 for the same period last year. The increase was primarily due to Alagasco operating expenses and depreciation and amortization expenses totaling $111.4 and $35.3, respectively, partly offset by lower expenses within the Missouri Utility.

Gas Utility

Operating Revenues - Gas Utility operating revenues for the nine months ended June 30, 2015 were $1,692.6, or $404.5 more than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

48

	Variance
Customer revenue from Alagasco	$	427.0
MGE Variable Rate Design	4.6
Higher wholesale gas costs passed on to the Missouri Utilities' customers	12.3
Base rate increases and ISRS charges	10.4
Higher optimization of assets in the prior year	(4.7		)
Lower system sales volumes and other variations	(45.1		)
Total Variation	$	404.5

Discussion of the effects of temperature changes on the results of operations is included under the heading LACLEDE GAS below.

Operating Margin - Gas Utility operating margin was $704.4 for the nine months ended June 30, 2015, a $252.5 increase over the same period last year. The increase was attributable to the following factors:

	Variance
Operating margin from Alagasco	$	248.4
Infrastructure System Replacement Charges and higher base rate	10.4
MGE Variable Rate Design	4.6
Customer growth activity	1.4
Higher optimization of assets in the prior year	(1.6		)
Lower system sales volumes and other variations	(10.7		)
Total Variation	$	252.5

The increase was primarily due to the impact of Alagasco's operating margin totaling $248.4, and the Missouri Utilities' base rate increases and ISRS charges, offset partially by lower system volumes due to the warmer weather experienced in the current year compared to the prior year.

Operating Expenses - Depreciation and amortization expenses for the nine months ended June 30, 2015 increased $38.2 from the same period last year due to the inclusion of $35.3 from Alagasco and increased capital investments. Other operating expenses for the nine months ended June 30, 2015 increased $92.0 from last year, or $99.6 after removing the third quarter gain on the sale of property. That increase was due to the inclusion of Alagasco's other operating expenses totaling $111.4, offset by $11.8 lower expenses at Laclede Gas. The Laclede Gas decrease was primarily due to $7.8 of cost efficiencies and $3.6 lower payroll and employee benefit expenses.

Gas Marketing

Operating Revenues - Gas Marketing operating revenues during the nine months ended June 30, 2015 decreased $53.0 from the same period last year due to lower average pricing in the current year, combined with the prior year benefiting from higher volumes sold and higher per unit gas sales prices as the colder weather in the Midwest resulted in a constrained pipeline infrastructure creating higher market volatility between differing regions. Overall commodity pricing in the current year is $1.44/MMBtu below the prior year. The prior year period also included a $4.4 higher benefit from mark-to-market impact on derivatives and inventory.

Operating Margin - Gas Marketing operating margin during the nine months ended June 30, 2015 decreased $15.2 from the same period last year. Of this decrease, $10.8 was primarily attributable to higher sales margins (operating margin less fair value adjustments) last year reflecting higher market volatility and basis differentials of natural gas prices and the expiration of a favorable gas supply contract in the first quarter of fiscal 2014. The remaining variance was due to $4.4 higher pre-tax income in the prior year associated with unrealized gains on derivatives and lower-of-cost-or-market adjustments to inventory.

Interest Charges

Consolidated

Interest charges during the nine months ended June 30, 2015 increased $24.9 from the same period last year. The increase was primarily due to the Company's August 2014 issuance of long-term debt totaling $625.0, the June 2014 issuance of equity units totaling $143.8, and the inclusion of Alagasco interest expense in the current year totaling $10.6, partially offset by Laclede Gas' early redemption of $80.0 of 6.35% first mortgage bonds on January 6, 2014. For the nine months ended June 30, 2015 and 2014, average short-term borrowings were $307.1 and $125.5, respectively, and the average interest rates on those borrowings were 0.7% and 0.3%, respectively.

49

Gas Utility

Interest charges during the nine months ended June 30, 2015 increased $9.6 from the same period last year. The increase was primarily due to the inclusion of Alagasco interest expense in the current year totaling $10.6, offset by the early redemption of $80.0 of 6.35% first mortgage bonds on January 6, 2014. For the nine months ended June 30, 2015 and 2014, average short-term borrowings excluding Alagasco were $222.1 and $72.9, respectively, and the average interest rates on those borrowings were 0.4% and 0.3%, respectively.

Income Taxes

Consolidated income tax expense during the nine months ended June 30, 2015 increased $28.8 from the same period last year primarily due to higher pre-tax income and a slightly higher effective tax rate. The current year rate of 31.6% is about 1.4 percentage points higher than the prior year rate primarily due to the inclusion of Alagasco, which has a higher effective rate than the rest of the consolidated group. Also, the prior year effective tax rate was positively impacted by tax credits that did not reoccur in the current year.

LACLEDE GAS

	Nine Months Ended   June 30,
($ Millions)	2015		2014
Operating revenues	$	1,265.6	$	1,288.2
Natural and propane gas expense	743.6		769.7
Gross receipts tax expense	66.0		66.5
Operating margin (non-GAAP)	456.0		452.0
Depreciation and amortization	61.4		58.5
Other operating expenses	214.7		234.2
Operating income (GAAP)	$	179.9	$	159.3
Net Income	$	108.9	$	91.5

Operating revenues during the nine months ended June 30, 2015 decreased $22.6 from the same period last year primarily due to $45.1 decline in volumes, partly offset by $12.3 higher wholesale gas costs passed on to customers, higher pricing and ISRS charges totaling $10.4, and the impact of the adoption of the MGE variable rate design. Operating margin increased $4.0 primarily due to higher ISRS charges, base rate increases and modest customer growth, offset in part by lower volume. Other operating expenses during the nine months ended June 30, 2015 decreased $19.5 from the same period last year, partly offset by higher depreciation. Excluding the $7.6 gain on the sale of property recorded in the third quarter, other operating expenses decreased $11.9, primarily due to $7.8 of cost efficiencies and $3.6 lower payroll and employee benefit expenses. Net income increased $17.4, primarily due to the factors discussed above.

Temperatures in Laclede Gas’ service areas during the nine months ended June 30, 2015 were 11.1% warmer than the same period last year, resulting in lower gas usage and operating revenues on a year-over-year comparative basis, and 0.8% warmer than normal. The Missouri Utilities' total system therms sold and transported were 1,522.1 million for the nine months ended June 30, 2015, compared with 1,671.4 million for the same period last year, despite an increase in off-system sales. Total off-system therms sold and transported were 188.5 million for the nine months ended June 30, 2015, compared with 108.3 million for the same period last year.

50

ALAGASCO

	Nine Months Ended   June 30,
($ Millions)	2015		2014
Operating revenues	$	427.0	$	500.5
Natural gas expense	158.5		218.6
Gross receipts tax expense	20.1		24.1
Operating margin (non-GAAP)	248.4		257.8
Depreciation and amortization	35.3		34.0
Other operating expenses	111.4		114.8
Operating income (GAAP)	$	101.7	$	109.0
Net Income	$	57.6	$	62.3

Operating revenues for the nine months ended June 30, 2015 decreased $73.5 from the same period last year. The primary drivers were the impact of the regulatory treatment of the gain on the sale of the Metro Operations Center of $10.9 in the first quarter of 2014, lower natural gas prices passed onto customers of $48.0, and lower cycle customer usage, offset by RSE adjustments. Operating margin decreased $9.4 versus the prior period due primarily to lower gas cost expense due to lower gas prices and less customer usage and gross receipts tax offset by the decrease in operating revenues for the reasons noted above. Other operating expenses for the nine months ended June 30, 2015 decreased $3.4 from the same period last year primarily driven by decreases in professional services, labor and employee-related expenses, and business development, offset by bad debt expense. Net income during the nine months ended June 30, 2015 decreased $4.7 from the same period last year, primarily due to the factors discussed above.

Temperatures in Alagasco's service area during the nine months ended June 30, 2015 were 7.8% warmer than the same period last year, but 9.7% colder than normal. Alagasco's total system therms sold and transported were 710.6 million for the nine months ended June 30, 2015, compared with 693.9 million for the same period last year.

For further information on the GSA and RSE mechanisms, please see Note 1, Summary of Significant Accounting Policies, and Note 3, Regulatory Matters, of Alagasco's Annual Report on Form 10-KT for the transition period ended September 30, 2014.

REGULATORY AND OTHER MATTERS

Laclede Gas

On December 19, 2014, the MoPSC Staff proposed a contingent disallowance of approximately $1.0 related to Laclede Gas' recovery of its purchase gas costs applicable to fiscal 2013. Laclede Gas opposes the disallowance and believes that it can demonstrate that its actions are in all cases reasonable and justified.

On April 17, 2015, Laclede Gas resubmitted ISRS filings for Laclede Gas and MGE to replace filings originally made on January 30, 2015. Effective May 22, 2015, the MoPSC approved an increase to the ISRS tariffs of Laclede Gas and MGE in the amounts of $5.4 and $2.8, respectively. On August 3, 2015, Laclede Gas and MGE filed for $4.3 and $1.8 increases in ISRS revenues, respectively, to recover the costs of gas safety replacement investments and public improvement projects over six months from March to August 2015. Any increase in rates in these proceedings must go into effect by December 1, 2015.

On April 15, 2015, Laclede Gas filed with the MoPSC for a new financing authorization, and on June 24, 2015, the MoPSC granted an extension of the current authorization until the pending application is resolved. Additional information is provided under the heading "Long-term Debt and Equity" in the Liquidity and Capital Resources section of this Item 2.

Laclede Gas reached tentative agreements on new 3-year labor agreements with United Steelworkers Locals 11-6, 11-194 and 884 covering approximately 1,070 employees in eastern Missouri prior to the July 31, 2015 expiration date. The agreements have been ratified by the respective bargaining unit memberships.

Alagasco

Under the provisions of RSE there was no annual increase to rates required for Rate Year 2015. For the Rate Year ended September 30, 2014, Alagasco had a $3.2 reduction in rates effective December 1, 2014. Also effective December 1, 2014, the Company filed for a Negative Salvage Refund (NSR) pass back of $13.4.

For GAAP purposes for the three and nine months ended June 30, 2015, Alagasco recorded an estimated net reduction to operating revenues of $4.5 and $17.2, respectively, to bring the expected rate of return on average common equity at the end of the year to within the allowed range of return.

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For the Rate Year ended September 30, 2014, Alagasco's operations and maintenance (O&M) expenses fell below the Index Range of the Cost Control Mechanism (CCM) resulting in Alagasco benefiting by one half of the difference, or $2.4 pre-tax, with the related impact to rates effective December 1, 2014. For GAAP purposes for the three and nine months ended June 30, 2015, Alagasco also accrued an estimated CCM benefit for Rate Year 2015 of $2.8.

Laclede Group

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

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition, results of operations, liquidity, and capital resources is 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 policies used in the preparation of our financial statements are described in Item 7 of the Company's, Laclede Gas' and Alagasco's Annual Reports on Form 10-K or 10-KT for the fiscal year or transition period, as applicable, ended September 30, 2014 and include the following:

• Regulatory accounting,

• Employee benefits and postretirement obligations, and

• Asset retirement obligations.

Additionally, goodwill is a critical accounting policy also included in the Company's and Laclede Gas' Annual Reports on Form

10-K for the fiscal year ended September 30, 2014.

There were no significant changes to these critical accounting policies during the nine months ended June 30, 2015.

For discussion of other significant accounting policies, see Note 1 of the Notes to the Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to the Financial Statements included in the Company’s, Laclede Gas', and Alagasco's Annual Reports on Form 10-K or 10-KT for the fiscal year or transition period, as applicable, ended September 30, 2014.

ACCOUNTING PRONOUNCEMENTS

The Company, Laclede Gas and Alagasco 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 of Note 1 of the Notes to the Financial Statements.

FINANCIAL CONDITION

Cash Flows

Laclede Group

The Company’s short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between purchases of natural gas and customer payments for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with the Missouri Utilities’ use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Missouri Utilities’ PGA clauses and Alagasco's GSA rider, 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 can cause significant variations in the Utilities' cash provided by or used in operating activities.

Net cash provided by operating activities was $366.3 for the nine months ended June 30, 2015, compared with $185.0 for the nine months ended June 30, 2014. The increase was primarily due to the inclusion of Alagasco, which provided $119.8 of cash from operating activities. The remaining $61.5 was primarily driven by the timing of collections of gas costs under the PGA and changes in natural gas inventory values.

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Net cash used in investing activities for the nine months ended June 30, 2015 was $211.9, compared with $71.7 for the nine months ended June 30, 2014. The increase was driven by higher capital expenditures of approximately $93.4, including $56.7at Alagasco and a $34.0 increase at Laclede Gas, as discussed separately below. Additionally, the current year included a payment for the final reconciliation amount associated with the Alagasco acquisition, whereas the prior year included the receipt of $23.9 from Energy Transfer Equity, LP (ETE) for the final reconciliation amount associated with the MGE acquisition and the receipt of $11.0 associated with the sale of New England Gas Company (NEG) to Algonquin Power & Utilities Corp. (APUC).

Net cash used in financing activities was $164.8 for the nine months ended June 30, 2015, compared with $405.5 provided for the nine months ended June 30, 2014. Excluding the proceeds from the prior year common stock offering of $457.1 and the prior year issuance of long-term debt of $143.8, cash usage decreased by $30.6. This decrease in cash used reflects lower amounts of long-term debt repayments, partially offset by an increase in dividends paid due to both an increase in shares outstanding and a higher dividend rate.

Laclede Gas

Net cash provided by operating activities was $303.1 for the nine months ended June 30, 2015, compared with $177.6 for the nine months ended June 30, 2014. The $125.5 increase was primarily due to timing of collections of gas costs under the PGA, changes in natural gas inventory values, and increased net income.

Net cash used in investing activities for the nine months ended June 30, 2015 was $141.9, compared with $81.4 for the nine months ended June 30, 2014. The $60.5 increase in cash used is largely attributable to a $34.0 increase in capital expenditures, primarily due to pipeline infrastructure upgrades, facilities improvements and MGE integration. In addition, net cash used in the prior year period was reduced by the receipt of $23.9 from ETE for the final reconciliation amount associated with the MGE acquisition.

Net cash used in financing activities was $161.9 for the nine months ended June 30, 2015, compared with $114.1 for the nine months ended June 30, 2014. The $47.8 increase in cash used reflects higher net repayments of short-term debt, lower net borrowing from Laclede Group, and higher dividends paid to Laclede Group, largely offset by the effect of the redemption in the prior year of $80.0 of long-term debt.

Alagasco

Net cash provided by operating activities totaled $119.8 for the nine months ended June 30, 2015, compared with $130.9 for the nine months ended June 30, 2014. This decrease in cash provided was driven primarily by the timing of collections under RSE and PGA provisions.

Net cash used in investing activities for the nine months ended June 30, 2015 was $57.2, compared with $50.3 for the nine months ended June 30, 2014. This increase in cash used was related to an increase in capital expenditures, primarily due to the construction of a new service center.

Net cash used in financing activities was $68.0 for the nine months ended June 30, 2015, compared with $77.3 for the nine months ended June 30, 2014. This decrease in cash used reflects short-term debt net issuances in the current year ascompared to short-term debt net repayments last year and $21.6 of dividends paid last year, partially offset by the redemption of $34.7 of long-term debt in the current period and return of capital to Laclede Group of $27.0.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

Laclede Group had no short-term investments as of or in the nine months ended June 30, 2015.

Laclede Gas had no temporary cash investments as of June 30, 2015. The balance of short-term investments at Laclede Gas ranged between $0 and $10.0 during the nine months ended June 30, 2015. Laclede Group elected to provide a portion of Laclede Gas’ short-term funding through intercompany lending during the nine months ended June 30, 2015.

Alagasco had no short-term investments as of or in the nine months ended June 30, 2015. Its bank deposits were used to support working capital needs of the business.

Short-term Debt

The Utilities' short-term borrowing requirements typically peak during the colder months while the Company's needs are less seasonal. These short-term cash requirements can be met through the sale of commercial paper supported by lines of credit with banks or through direct use of the lines of credit. At June 30, 2015, Laclede Gas had a syndicated line of credit of $450.0 in place with nine banks which matures on September 3, 2019. The largest portion provided by a single bank under the line is

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15.6%. The Laclede Gas line of credit includes a covenant limiting total debt, including short-term debt, to no more than 70% of total capitalization. As defined in the line of credit, total debt was 47% of total capitalization on June 30, 2015.

On September 2, 2014, Alagasco entered into a new $150.0 syndicated line of credit with twelve banks and extinguished the line that was in place prior to its acquisition by Laclede Group. The largest portion provided by a single bank is 10%. The line of credit, which matures on September 2, 2019, has a covenant limiting total debt to 70% of Alagasco's total capital. As defined in the line of credit, total debt was 20% of total capitalization on June 30, 2015.

Short-term cash requirements outside of the Utilities have generally been funded by Laclede Group or met with internally generated funds. At June 30, 2015, Laclede Group had a $150.0 syndicated line of credit with nine banks maturing on September 3, 2019, with the largest portion provided by a single bank being 15.6%. The line of credit has a covenant limiting the total debt of the consolidated Laclede Group to no more than 70% of the Company’s total capitalization. As defined in the line of credit, this ratio stood at 56% on June 30, 2015. Laclede Group’s line may be used to provide for the funding needs of various subsidiaries.

Laclede Group

Information about Laclede Group's consolidated short-term borrowings (excluding the current portion of long-term debt) during the nine months ended June 30, 2015 and as of June 30, 2015, is presented below:

($ Millions)	Laclede Gas Short-Term Borrowings	Laclede Group Bank Line Borrowings	Alagasco Bank Line Borrowings	Total Short-Term Borrowings
Nine Months Ended June 30, 2015
Weighted average borrowings outstanding	$221.7	$62.6	$22.8	$307.1
Weighted average interest rate	0.4%	1.4%	1.1%	0.7%
Range of borrowings outstanding	$102.1 – $341.0	$32.5 – $80.0	$0.0 – $69.5	$180.2 – $488.5
As of June 30, 2015
Borrowings outstanding at end of period	$135.2	$67.7	$8.5	$211.4
Weighted average interest rate	0.5%	1.5%	1.2%	0.8%

Based on average short-term borrowings for the nine months ended June 30, 2015, an increase in the average interest rate of 100 basis points would decrease the Company's pre-tax earnings and cash flows by approximately $3.1 on an annual basis, portions of which may be offset through the application of PGA carrying costs.

Laclede Gas

Information about Laclede Gas' short-term borrowings during the nine months ended June 30, 2015 and as of June 30, 2015, is presented below:

($ Millions)	External Short Term Borrowings *	Laclede Gas Borrowings from Laclede Group	Total Short-Term Borrowings
Nine Months Ended June 30, 2015
Weighted average borrowings outstanding	$221.7	$0.4	$222.1
Weighted average interest rate	0.4%	0.5%	0.4%
Range of borrowings outstanding	$102.1 - $341.0	$0.0 - $10.4	$104.2 - $341.0
As of June 30, 2015
Borrowings outstanding at end of period	$135.2	$0.0	$135.2
Weighted average interest rate	0.5%	—%	0.5%

* External short-term borrowings consist primarily of commercial paper, but include one day of borrowing under the bank line of credit.

Based on average short-term borrowings for the nine months ended June 30, 2015, an increase in the average interest rate of 100 basis points would decrease Laclede Gas’ pre-tax earnings and cash flows by approximately $2.2 on an annual basis, portions of which may be offset through the application of PGA carrying costs.

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Alagasco

Information about Alagasco's short-term borrowings (excluding the current portion of long-term debt) during the nine months ended June 30, 2015 and as of June 30, 2015, is presented below:

($ Millions)	Total [External] Short-Term Borrowings
Nine Months Ended June 30, 2015
Weighted average borrowings outstanding	$22.8
Weighted average interest rate	1.1%
Range of borrowings outstanding	$0.0 - $69.5
As of June 30, 2015
Borrowings outstanding at end of period	$8.5
Weighted average interest rate	1.2%

Based on average short-term borrowings for the nine months ended June 30, 2015, an increase in the average interest rate of 100 basis points would decrease Alagasco's pre-tax earnings and cash flows by approximately $0.2 on an annual basis, portions of which may be offset by gas supply adjustment storage carrying cost.

Long-term Debt and Equity

Laclede Group

At June 30, 2015, including the current portion but excluding unamortized discounts and net hedging gains, Laclede Group had floating rate long-term debt totaling $250.0 and fixed-rate debt of $1,568.8, of which $810.0 was issued by Laclede Gas and $215.0 was issued by Alagasco. With the exception of the $250.0 floating rate senior notes issued by Laclede Group, the long-term debt issues are fixed-rate and are subject to changes in their fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities' regulated operations, losses or gains on early redemptions of long-term debt would typically be deferred as regulatory assets or regulatory liabilities and amortized over a future period. Of the Company's $1,675.0 senior long-term debt, $25.0 have no call options, $675.0 have make-whole call options, $725.0 are callable at par one to six months prior to maturity and $250.0 are callable at par one year prior to maturity. The remainder of the Company's long-term debt is $143.8 of junior subordinated notes associated with its equity units.

Of Laclede Gas' $810.0 in long-term debt, $25.0 has no call option, $435.0 have make-whole call options, and $350.0 are callable at par three to six months prior to maturity. All of Alagasco's debt outstanding as of June 30, 2015 has make-whole call options. None of the debt has any put options.

Pursuant to a call notice issued on December 15, 2014, Alagasco redeemed $34.7 of debt effective January 15, 2015. As of June 30, 2015, the current portion of long-term debt for Alagasco consisted of an $80.0 fixed-rate note maturing on December 1, 2015.

Laclede Group has a shelf registration statement on Form S-3 on file with the SEC for the issuance and sale of up to 168,698 shares of its common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 135,887 and 130,047shares at June 30, 2015, and July 31, 2015, respectively, remaining available for issuance under this Form S-3. Laclede Group also has a shelf registration statement on Form S-3 on file with the SEC for the issuance of equity and debt securities, which expires August 6, 2016. The amount, timing, and type of additional financing to be issued under this shelf registration will depend on cash requirements and market conditions.

Laclede Gas

In 2010, Laclede Gas obtained authority from the MoPSC to issue debt securities and preferred stock, including on a private placement basis, as well as to issue common stock, receive paid-in capital, and enter into capital lease agreements, all for a total of up to $518.0. Laclede Gas issued no securities under this authorization during the nine months ended June 30, 2015 and $369.7 remains available for issuance. This authority was scheduled to expire June 30, 2015. On April 15, 2015, Laclede Gas filed with the MoPSC for a new financing authorization. On June 24, 2015, the MoPSC granted an extension of the current authorization until the pending application is resolved. Laclede Gas has a shelf registration statement on Form S-3 on file with the SEC for the issuance of first mortgage bonds, unsecured debt and preferred stock, which expires August 6, 2016. The amount, timing, and type of additional financing to be issued under this shelf registration will depend on cash requirements and market conditions, as well as future MoPSC authorizations.

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Laclede Gas’ outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of June 30, 2015, all of Laclede Gas’ retained earnings were free from such restrictions.

Alagasco

Alagasco has no standing authority to issue long-term debt, but must petition the APSC for each planned issuance. On November 3, 2014, Alagasco received authorization and approval from the APSC to borrow $35.0 for the purpose of funding the redemption, without premium, of the $34.7 in existing long-term debt, referenced above, which carried an annual interest rate of 5.7%. Pursuant to a call notice issued on December 15, 2014, Alagasco redeemed $34.7 of debt effective January 15, 2015. On February 3, 2015, Alagasco received authorization and approval from the APSC to borrow $80.0 for the purpose of refinancing the scheduled maturity on December 1, 2015, of $80.0 of existing debt. Pursuant to these authorizations, Alagasco entered into a master note purchase agreement on June 5, 2015 with certain institutional purchasers pursuant to which Alagasco has committed to issue $115.0 unsecured notes in the private placement market: $35.0 at a rate of 3.21% for 10 years settling on September 15, 2015, and $80.0 at a rate of 4.31% for 30 years settling December 1, 2015. Alagasco intends to use the net proceeds of the private placements to refinance existing indebtedness and for general corporate purchases. As of June 30, 2015, the current portion of long-term debt for Alagasco consisted of this $80.0 fixed-rate note maturing on December 1, 2015.

Other

The Company's capitalization at June 30, 2015 consisted of 48.1% of Laclede Group common stock equity and 51.9% long-term debt, compared to 44.9% of Laclede Group common stock equity and 55.1% on long-term debt at September 30, 2014. The decline in the proportion of long-term debt is due primarily to the redemption of $34.7 and the reclassification of $80.0 to "current," both at Alagasco.

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

It is management’s view that the Company, Laclede Gas and Alagasco 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.

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CONTRACTUAL OBLIGATIONS

During the nine months ended June 30, 2015, there have been no material changes outside the ordinary course of business to the estimated contractual obligations from the disclosure provided in the Company's and Laclede Gas' Form 10-K and Alagasco's Form 10-KT/A for the period ended September 30, 2014, except for changes in principal and interest payments on long-term debt and natural gas purchase obligations for Alagasco, which also affect consolidated amounts for Laclede Group. The following tables summarize amounts for those categories as of June 30, 2015 for Laclede Group and Alagasco.

Laclede Group

			Payments Due By Period
($ Millions)	Total		Remaining Fiscal Year 2015		Fiscal Years 2016-2017		Fiscal Years 2018-2019		Fiscal Years 2020 and Thereafter
Principal Payment on Long-term Debt	$	1,818.8	$	—	$	330.0	$	275.0	$	1,213.8
Interest Payment on Long-term Debt	989.1		23.2		137.2		117.7		711.0
Purchase Obligations - Natural Gas	1,468.0		221.6		740.9		377.9		127.6

Alagasco

			Payments Due By Period
($ Millions)	Total		Remaining Fiscal Year 2015		Fiscal Years 2016-2017		Fiscal Years 2018-2019		Fiscal Years 2020 and Thereafter
Principal Payment on Long-term Debt	$	215.0	$	—	$	80.0	$	—	$	135.0
Interest Payment on Long-term Debt	83.5		2.4		15.5		13.3		52.3
Purchase Obligations - Natural Gas	482.9		36.8		256.4		134.1		55.6

Note: The principal and interest payments on long-term debt included in the tables above do not include obligations associated with Alagasco’s commitment to issue $35 million of 3.21% 10-year unsecured notes and $80 million of 4.31% 30-year unsecured notes in private placements scheduled for settlement in September 2015 and December 2015, respectively.

MARKET RISK

Commodity Price Risk

Gas Utilities

The Utilities' commodity price risk, which arises from market fluctuations in the price of natural gas, is primarily managed through the operation of the Missouri Utilities' PGA clauses and Alagasco's GSA rider. The PGA clauses allow the Missouri Utilities to flow through to customers, subject to prudence review by the MoPSC, the cost of purchased gas supplies. Laclede Gas is allowed the flexibility to make up to three discretionary PGA changes during each year, in addition to its mandatory November PGA change, so long as such changes are separated by at least two months. Alagasco's tariff provides the Company the opportunity to adjust the GSA each month dependent on whether the estimated balance and amount of GSA adjustment falls within certain parameters. Laclede Gas and Alagasco are able to mitigate, to some extent, changes in commodity prices through the use of physical storage supplies and regional supply diversity. Laclede Gas also has a risk management policy that allows for the purchase of natural gas derivative instruments with the goal of managing its price risk associated with purchasing natural gas on behalf of its customers. This policy prohibits speculation. Costs and cost reductions, including carrying costs, associated with Laclede Gas’ use of natural gas derivative instruments are allowed to be passed on to the Laclede Gas' customers through the operation of its PGA clauses. Accordingly, the Utilities do not expect any adverse earnings impact as a result of the use of these derivative instruments. However, the timing of recovery for cash payments related to margin requirements may cause short-term cash requirements to vary. Nevertheless, carrying costs associated with such requirements, as well as other variations in the timing of collections of gas costs, are recovered through the PGA clauses or the GSA rider. While Alagasco is permitted to purchase or sell financial instruments under its natural gas risk management program, it did not have any open commodity derivative positions as of June 30, 2015.

Gas Marketing

In the course of its business, Laclede Group’s non-regulated gas marketing subsidiary, LER, enters into contracts to purchase and sell natural gas at fixed prices and natural gas index-based prices. Commodity price risk associated with these contracts

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has the potential to impact earnings and cash flows. To minimize this risk, LER has a risk management policy that provides for daily monitoring of a number of business measures, including fixed-price commitments. In accordance with the risk management policy, LER manages the price risk associated with its fixed-price commitments. This risk is currently managed either by closely matching the offsetting physical purchase or sale of natural gas at fixed prices or through the use of natural gas futures, options, and swap contracts traded on or cleared through the NYMEX and ICE to lock in margins. At June 30, 2015 and September 30, 2014, LER’s unmatched fixed-price positions were not material to Laclede Group’s financial position or results of operations.

As mentioned above, LER uses natural gas futures, options, and swap contracts traded on or cleared through the NYMEX and ICE to manage the commodity price risk associated with its fixed-price natural gas purchase and sale commitments. These derivative instruments may be designated as cash flow hedges of forecasted purchases or sales. Such accounting treatment, if elected, generally permits a substantial portion of the gain or loss to be deferred from recognition in earnings until the period that the associated forecasted purchase or sale is recognized in earnings. To the extent a hedge is effective, gains or losses on the derivatives will be offset by changes in the value of the hedged forecasted transactions.

Certain of LER’s physical natural gas derivative contracts are designated as normal purchases or normal sales, as permitted by GAAP. This election permits the Company to account for the contract in the period the natural gas is delivered. Contracts not designated as normal purchases or normal sales, including those designated as trading activities, are accounted for as derivatives with changes in fair value recognized in earnings in the periods prior to settlement.

There have been no material changes in LER's commodity price risk as of June 30, 2015 relative to the corresponding information provided as of September 30, 2014 in the Company's Annual Report on Form 10-K. The fair values of related derivative instruments are shown in Note 6, Fair Value Measurements.

Counterparty Credit Risk

LER has concentrations of counterparty credit risk in that a significant portion of its transactions are with energy producers, utility companies, and pipelines. These concentrations of counterparties have 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. LER also has concentrations of credit risk with certain individually significant counterparties. To the extent possible, LER enters into netting arrangements with its counterparties to mitigate exposure to credit risk. LER is also exposed to credit risk associated with its derivative contracts designated as normal purchases and normal sales. LER closely monitors its credit exposure and, although uncollectible amounts have not been significant, increased counterparty defaults are possible and may result in financial losses and/or capital limitations. For more information on these concentrations of credit risk, including how LER manages these risks, see Note 7, Concentrations of Credit Risk, of the Notes to the Financial Statements.

Interest Rate Risk

The Company, Laclede Gas, and Alagasco are subject to interest rate risk associated with long-term and short-term debt issuances. Based on average short-term borrowings during the nine months ended June 30, 2015, an increase of 100 basis points in the underlying average interest rate for short-term debt would have caused an increase in annual interest expense of approximately $3.1, $2.2 and $0.2 for the Company, Laclede Gas and Alagasco, respectively, on an annual basis. Portions of such increases may be offset through the application of PGA carrying costs. At June 30, 2015, Laclede Group had $250.0 of variable rate long-term debt. An increase of 100 basis points in the underlying average interest rate for the variable long-term note would cause an increase in interest expense of approximately $2.5 on an annual basis. At June 30, 2015, Laclede Group had fixed-rate long-term debt totaling $1,568.8, including $810.0 issued by Laclede Gas and $215.0 issued by Alagasco. While these long-term debt issues are fixed-rate, they are subject to changes in fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if the issuer were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities' regulated operations, losses or gains on early redemptions of its long-term debt would typically be deferred as regulatory assets or regulatory liabilities and amortized over a future period.

ENVIRONMENTAL MATTERS

The Missouri Utilities and Alagasco 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, Laclede Gas' or Alagasco's financial position and results of operations. As environmental laws, regulations, and their interpretations change, however, Laclede Gas and Alagasco may be required to incur additional costs. For information relative to environmental matters, see Note 10 of the Notes to the Financial Statements included in Item 1.

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OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2015, none of Laclede Group or its subsidiary companies had off-balance-sheet financing arrangements, other than operating leases entered into in the ordinary course of business. None of Laclede Group or its subsidiaries expects 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.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures - Laclede Group

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-15e and Rule 15d-15e 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.

SEC guidance permits the exclusion of an evaluation of the effectiveness of a registrant's disclosure controls and procedures as they relate to the internal control over financial reporting for an acquired business during the first year following such acquisition. Effective August 31, 2014, we acquired Alagasco. Alagasco’s business constituted 30.5 percent and 27.6 percent of net and total assets, respectively, as of June 30, 2015, and 24.1 percent of revenues for the nine months then ended. Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report excludes any evaluation of the internal control over financial reporting of Alagasco.

Changes in Internal Control over Financial Reporting - Laclede Group

Effective August 31, 2014, the Company acquired Alagasco as described in Note 2, Alagasco Acquisition. Post-acquisition, management began to integrate some controls of Alagasco with corporate level controls of Laclede Group, although a complete integration is not expected and Alagasco will retain distinct controls in some areas.

Other than those changes described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure Controls and Procedures - Laclede Gas

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-15e and Rule 15d-15e 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 - Laclede Gas

There were no changes in Laclede Gas’ internal control over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, Laclede Gas’ internal control over financial reporting.

Disclosure Controls and Procedures - Alagasco

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-15e and Rule 15d-15e 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 - Alagasco

Effective August 31, 2014, Alagasco was acquired by Laclede Group as described in Note 2, Alagasco Acquisition. Post-acquisition, management began to integrate some controls of Alagasco with corporate level controls of Laclede Group, although a complete integration is not expected and Alagasco will retain distinct controls in some areas.

Other than those changes described above, there were no changes in Alagasco’s internal control over financial reporting that occurred during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, Alagasco’s internal control over financial reporting.

60

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of environmental matters and legal proceedings, see Note 10, Commitments and Contingencies, of the Notes to the Financial Statements in Item 1 of Part 1. For a description of pending regulatory matters, see Note 4, Regulatory Matters.

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 Laclede Group's common stock in the quarter would be 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. During the three months ended June 30, 2015, there were no such repurchases of the Laclede Group's common stock.

Item 6. Exhibits

(a) See Exhibit Index.

61

SIGNATURES

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

		The Laclede Group, Inc.
Dated:	August 5, 2015	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President, Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Laclede Gas Company
Dated:	August 5, 2015	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Alabama Gas Corporation
Dated:	August 5, 2015	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

62

EXHIBIT INDEX

Exhibit No.
3.1*		Bylaws of The Laclede Group, Inc., as amended, effective as of August 1, 2015; filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 31, 2015
3.2*		Amended and Restated Bylaws of Laclede Gas Company, effective as of August 1, 2015; filed as Exhibit 3.2 to Laclede Gas’ Current Report on Form 8-K filed July 31, 2015
10.1		Master Note Purchase Agreement, dated as of June 5, 2015, among Alabama Gas Corporation and certain institutional purchasers
31.1	-	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of The Laclede Group, Inc.
31.2	-	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Laclede Gas Company.
31.3	-	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Alabama Gas Corporation.
32.1	-	CEO and CFO Section 1350 Certifications of The Laclede Group, Inc.
32.2	-	CEO and CFO Section 1350 Certifications of Laclede Gas Company.
32.3	-	CEO and CFO Section 1350 Certifications of Alabama Gas Corporation.
101.INS	-	XBRL Instance Document. (1)
101.SCH	-	XBRL Taxonomy Extension Schema. (1)
101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase. (1)
101.DEF	-	XBRL Taxonomy Definition Linkbase. (1)
101.LAB	-	XBRL Taxonomy Extension Labels Linkbase. (1)
101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase. (1)

(1) Attached as Exhibit 101 to this Quarterly Report are the following documents for each registrant formatted in extensible business reporting language (XBRL): (i) Document and Entity Information; (ii) unaudited Condensed Consolidated Statements of Income and Condensed Statements of Income for the three and nine months ended June 30, 2015 and 2014; (iii) unaudited Consolidated Statements of Comprehensive Income and Statements of Comprehensive Income for the three and nine months ended June 30, 2015 and 2014; (iv) unaudited Condensed Consolidated Balance Sheets and Condensed Balance Sheets at June 30, 2015 and September 30, 2014; (v) unaudited Consolidated Statements of Common Shareholders' Equity and Statements of Common Shareholder's Equity for the nine months ended June 30, 2015 and 2014; (vi) unaudited Condensed Consolidated Statements of Cash Flows and Condensed Statements of Cash Flows for the nine months ended June 30, 2015 and 2014, and (vii) combined Notes to the Financial Statements. We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report. 

63

EX-10

4168621 105447057.13 ALABAMA GAS CORPORATION $115,000,000 $35,000,000 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 $80,000,000 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 _____________ MASTER NOTE PURCHASE AGREEMENT _____________ DATED JUNE 5, 2015

-i- 105447057.13 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES .........................................................................................1 Section 1.1. Series 2015 Notes ............................................................................................1 Section 1.2. Additional Series of Notes ...............................................................................1 SECTION 2. SALE AND PURCHASE OF NOTES .................................................................................3 SECTION 3. CLOSING .....................................................................................................................4 SECTION 4. CONDITIONS TO CLOSING ............................................................................................4 Section 4.1. Representations and Warranties .......................................................................4 Section 4.2. Performance; No Default .................................................................................4 Section 4.3. Compliance Certificates ...................................................................................5 Section 4.4. Opinions of Counsel ........................................................................................5 Section 4.5. Purchase Permitted By Applicable Law, Etc ...................................................5 Section 4.6. Sale of Other Notes ..........................................................................................5 Section 4.7. Payment of Special Counsel Fees ....................................................................5 Section 4.8. Private Placement Number ..............................................................................6 Section 4.9. Changes in Corporate Structure .......................................................................6 Section 4.10. Funding Instructions. .....................................................................................6 Section 4.11. Proceedings and Documents ..........................................................................6 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..........................................6 Section 5.1. Organization; Power and Authority .................................................................6 Section 5.2. Authorization, Etc ............................................................................................6 Section 5.3. Disclosure ........................................................................................................7 Section 5.4. Organization and Ownership of Shares of Subsidiaries ..................................7 Section 5.5. Financial Statements; Material Liabilities .......................................................7 Section 5.6. Compliance with Laws, Other Instruments, Etc ..............................................8 Section 5.7. Governmental Authorizations, Etc...................................................................8 Section 5.8. Litigation; Observance of Statutes and Orders ................................................8 Section 5.9. Taxes........................................ ........................................................................9 Section 5.10. Title to Property; Leases ................................................................................9 Section 5.11. Licenses, Permits, Etc ....................................................................................9 Section 5.12. Compliance with ERISA................................................................................9 Section 5.13. Private Offering by the Company ................................................................10 Section 5.14. Use of Proceeds; Margin Regulations..........................................................10 Section 5.15. Existing Indebtedness ..................................................................................11 Section 5.16. Foreign Assets Control Regulations, Etc .....................................................11 Section 5.17. Status under Certain Statutes .......................................................................13

-ii- 105447057.13 SECTION 6. REPRESENTATIONS OF THE PURCHASERS ..................................................................13 Section 6.1. Purchase for Investment .................................................................................13 Section 6.2. Source of Funds .............................................................................................13 Section 6.3. Accredited Investor ........................................................................................15 SECTION 7. INFORMATION AS TO COMPANY ................................................................................15 Section 7.1. Financial and Business Information ...............................................................15 Section 7.2. Officer’s Certificate .......................................................................................18 Section 7.3. Visitation ........................................................................................................18 SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES ............................................................19 Section 8.1. Maturity..........................................................................................................19 Section 8.2. Optional Prepayments with Make-Whole Amount........................................19 Section 8.3. Allocation of Partial Prepayments .................................................................20 Section 8.4. Maturity; Surrender, Etc ................................................................................20 Section 8.5. Purchase of Notes ..........................................................................................20 Section 8.6. Make-Whole Amount for the Series 2015 Notes ...........................................21 Section 8.7. Change in Control ..........................................................................................22 SECTION 9. AFFIRMATIVE COVENANTS. ......................................................................................23 Section 9.1. Compliance with Law ....................................................................................23 Section 9.2. Insurance ........................................................................................................23 Section 9.3. Maintenance of Properties .............................................................................24 Section 9.4. Payment of Taxes ...........................................................................................24 Section 9.5. Corporate Existence, Etc ................................................................................24 Section 9.6. Books and Records. .......................................................................................24 Section 9.7. Environmental Laws ......................................................................................24 Section 9.8. Subsidiaries ....................................................................................................25 SECTION 10. NEGATIVE COVENANTS ...........................................................................................26 Section 10.1. Transactions with Affiliates .........................................................................26 Section 10.2. Merger, Consolidation, Etc ..........................................................................27 Section 10.3. Line of Business. ..........................................................................................28 Section 10.4. Terrorism Sanctions Regulations. ................................................................28 Section 10.5. Maximum Consolidated Capitalization Ratio ..............................................28 Section 10.6. Limitation on Liens ......................................................................................29 SECTION 11. EVENTS OF DEFAULT ..............................................................................................29 SECTION 12. REMEDIES ON DEFAULT, ETC ..................................................................................31 Section 12.1. Acceleration. ................................................................................................31 Section 12.2. Other Remedies. ...........................................................................................31 Section 12.3. Rescission. ...................................................................................................31

-iii- 105447057.13 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc ..................................32 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES ...........................................32 Section 13.1. Registration of Notes ...................................................................................32 Section 13.2. Transfer and Exchange of Notes ..................................................................32 Section 13.3. Replacement of Notes ..................................................................................33 SECTION 14. PAYMENTS ON NOTES .............................................................................................33 Section 14.1. Place of Payment..........................................................................................33 Section 14.2. Home Office Payment..................................................................................33 SECTION 15. EXPENSES, ETC .......................................................................................................34 Section 15.1. Transaction Expenses...................................................................................34 Section 15.2. Survival ........................................................................................................35 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. ..............................................................................................35 SECTION 17. AMENDMENT AND WAIVER .....................................................................................35 Section 17.1. Requirements ...............................................................................................35 Section 17.2. Solicitation of Holders of Notes ..................................................................36 Section 17.3. Binding Effect, Etc.......................................................................................36 Section 17.4. Notes Held by Company, Etc.......................................................................37 SECTION 18. NOTICES ..................................................................................................................37 SECTION 19. REPRODUCTION OF DOCUMENTS .............................................................................38 SECTION 20. CONFIDENTIAL INFORMATION .................................................................................38 SECTION 21. SUBSTITUTION OF PURCHASER ................................................................................39 SECTION 22. MISCELLANEOUS .....................................................................................................40 Section 22.1. Successors and Assigns................................................................................40 Section 22.2. Payments Due on Non-Business Days .........................................................40 Section 22.3. Accounting Terms. .......................................................................................40 Section 22.4. Severability ..................................................................................................41 Section 22.5. Construction, Etc..........................................................................................41 Section 22.6. Counterparts .................................................................................................41 Section 22.7. Governing Law ............................................................................................41 Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. ...........................................41 SCHEDULE A — Information Relating to Purchasers

-iv- 105447057.13 SCHEDULE B — Defined Terms SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of the Company and Ownership of Subsidiary Stock SCHEDULE 5.5 — Financial Statements SCHEDULE 5.15 — Existing Indebtedness SCHEDULE 9.8 — Subsidiary Guarantors to Principal Credit Facilities EXHIBIT 1(a) — Form of 3.21% Series 2015 Senior Note, Tranche A, due September 15, 2025 EXHIBIT 1(b) — Form of 4.31% Series 2015 Senior Note, Tranche B, due December 1, 2045 EXHIBIT 4.4(a) — Form of Opinion of Special Counsel for the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel for the Purchasers EXHIBIT 9.8 — Form of Subsidiary Guaranty Agreement EXHIBIT S — Form of Supplement to Master Note Purchase Agreement

-1- 105447057.13 ALABAMA GAS CORPORATION 2101 6th Avenue North Birmingham, AL 35203 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 Dated as of June 5, 2015 TO EACH OF THE PURCHASERS LISTED IN SCHEDULE A HERETO: Ladies and Gentlemen: Alabama Gas Corporation, an Alabama corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows: SECTION 1. AUTHORIZATION OF NOTES. Section 1.1. Series 2015 Notes. The Company will authorize the issue and sale of (a) $35,000,000 aggregate principal amount of its 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 (the “Tranche A Notes”) and (b) $80,000,000 aggregate principal amount of its 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 (the “Tranche B Notes” and together with the Tranche A Notes, the “Series 2015 Notes”). The Series 2015 Notes together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 1.2 are collectively referred to as the “Notes” (such term to include any such notes issued in substitution therefor pursuant to Section 13). The Tranche A Notes and the Tranche B Notes shall be substantially in the form set out in Exhibit 1(a) and Exhibit 1(b), respectively, with such changes therefrom, if any, as may be approved by the Purchasers of such Notes and the Company in accordance with this Agreement. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Section 1.2. Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially in the form of Exhibit S, provided that the aggregate principal amount of Notes of all Series issued pursuant to this Agreement and all Supplements in accordance with the terms of this Section 1.2 shall not exceed $1,000,000,000. Each additional Series of Notes (the “Additional Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions:

Alabama Gas Corporation Master Note Purchase Agreement -2- 105447057.13 (i) each Series of Additional Notes, when so issued, shall be differentiated from all previous Series by sequential alphabetical designation inscribed thereon; (ii) Additional Notes of the same Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; (iii) each Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default as shall be specified in the Supplement under which such Additional Notes are issued and upon execution of any such Supplement, this Agreement shall automatically be deemed amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Additional Notes of that Series so long as any Additional Notes of that Series issued pursuant to such Supplement remain outstanding, except as expressly provided otherwise in this Agreement, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; (iv) each Series of Additional Notes issued under this Agreement shall be in substantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and insertions as are necessary or permitted hereunder or as may be approved by the Additional Purchasers of such Series of Additional Notes and the Company in accordance with this Agreement; (v) the minimum principal amount of any Note issued under a Supplement shall be $250,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $250,000 or more; (vi) all Additional Notes shall constitute Senior Debt of the Company and shall rank pari passu with all other outstanding Notes; and (vii) no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. It is specifically acknowledged and agreed that the Purchasers of the Series 2015 Notes, or any other holder of Notes, shall not have any obligation to purchase any Additional Notes.

Alabama Gas Corporation Master Note Purchase Agreement -3- 105447057.13 The obligations of the Company to issue, and the obligations of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued: (a) Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in reasonable detail) required in order to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.5 (and any other financial covenants included in any Supplement with respect to any Series of Notes then outstanding) on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate). (b) Execution and Delivery of Supplement. The Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S hereto. (c) Representations of Additional Purchasers. Each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes. (d) Execution and Delivery of Guaranty Ratification. To the extent that a Subsidiary Guaranty Agreement is in effect, each Subsidiary Guarantor shall execute and deliver a guaranty ratification. (e) Closing Conditions. The closing conditions set forth in Section 4 shall have been updated and performed as of the date of issuance of each series of Additional Notes (irrespective of whether such closing conditions initially apply only to the Series 2015 Notes). SECTION 2. SALE AND PURCHASE OF NOTES. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series 2015 Notes in the principal amount and of the tranche specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Alabama Gas Corporation Master Note Purchase Agreement -4- 105447057.13 SECTION 3. CLOSING. The execution and delivery of this Agreement will be made at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, Illinois 60603 on the date first written above (the “Execution Date”). The sale and purchase of the Tranche A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, Illinois 60603, at 10:00 A.M., Chicago time, at a closing (the “First Closing”) on September 15, 2015. The sale and purchase of the Tranche B Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, Illinois 60603, at 10:00 A.M., Chicago time, at a closing (the “Second Closing”) on December 1, 2015. The First Closing and the Second Closing are each referred to herein as a “Closing.” At each Closing the Company will deliver to each Purchaser the Series 2015 Notes of the tranche to be purchased by such Purchaser in the form of a single Series 2015 Note (or such greater number of Series 2015 Notes of such tranche in denominations of at least $250,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company, with wire instructions to be provided by the Company to the Purchaser at least three Business Days prior to the Closing date in accordance with Section 4.10. If at such Closing the Company shall fail to tender such Series 2015 Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement (other than those obligations arising under Section 20), without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. SECTION 4. CONDITIONS TO CLOSING. Each Purchaser’s obligation to purchase and pay for the Series 2015 Notes to be sold to such Purchaser at the applicable Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions: Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing. Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Series 2015 Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Alabama Gas Corporation Master Note Purchase Agreement -5- 105447057.13 Section 4.3. Compliance Certificates. (a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. (b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2015 Notes and this Agreement. Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Stinson Leonard Street LLP and Jones Walker LLP, counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of the Series 2015 Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) (assuming the preparation, execution, delivery and filing of the applicable Federal Reserve Board forms, if required) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Series 2015 Notes to be purchased by it at the Closing as specified in Schedule A. Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a detailed statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Alabama Gas Corporation Master Note Purchase Agreement -6- 105447057.13 Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the applicable tranche of the Series 2015 Notes. Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted under Section 10.2. Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the bank and account information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Series 2015 Notes is to be deposited. Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Purchaser that: Section 5.1. Organization; Power and Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to execute and deliver this Agreement and the Series 2015 Notes and to perform the provisions hereof and thereof. Section 5.2. Authorization, Etc. This Agreement and the Series 2015 Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Series 2015 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other

Alabama Gas Corporation Master Note Purchase Agreement -7- 105447057.13 similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 5.3. Disclosure. The Company, through its agent, J.P.Morgan Securities LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated May 8, 2015 (the “Memorandum”), relating to the transactions contemplated hereby. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to May 21, 2015 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since September 30, 2014, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on

Alabama Gas Corporation Master Note Purchase Agreement -8- 105447057.13 Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnote disclosures). As of the date of the execution and delivery of this Agreement, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. As of the date of Closing, the Company and its Subsidiaries will not have any Material liabilities that are not disclosed on the financial statements included, or are not otherwise disclosed in, the Company’s then most recent Form 10-Q or, as applicable, the Form 10-K filed with the SEC or as otherwise disclosed in any other report filed with the SEC. Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution and delivery of this Agreement and the Series 2015 Notes and the performance by the Company of the requirements of this Agreement and the Series 2015 Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Series 2015 Notes that has not already been obtained. Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as disclosed under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q included as part of the Disclosure Documents, (i) there are no actions, suits or other legal proceedings pending or, to the actual knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (ii) to the actual knowledge of the Company, there are no audits or investigations by any Governmental Authority pending or threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Alabama Gas Corporation Master Note Purchase Agreement -9- 105447057.13 (b) Neither the Company nor any Subsidiary is (i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Section 5.9. Taxes. The Company and its Subsidiaries have filed all Material income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2011. Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects. Section 5.11. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect. Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan (other than Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), except for such instances of liability as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to

Alabama Gas Corporation Master Note Purchase Agreement -10- 105447057.13 Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be, individually or in the aggregate, reasonably expected to result in a Material Adverse Effect. (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than an amount that would be reasonably expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would be reasonably expected to result in a Material Adverse Effect. (d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not expected to have a Material Adverse Effect. (e) The execution and delivery of this Agreement and the issuance and sale of the Series 2015 Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA (for which an exemption under section 408 of ERISA does not apply) or in connection with which a tax would be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Series 2015 Notes to be purchased by such Purchaser. Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2015 Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 9 other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2015 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2015 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction. Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2015 Notes as set forth under the heading “Summary of Proposed Note Offering” of the Memorandum. No part of the proceeds from the sale of the

Alabama Gas Corporation Master Note Purchase Agreement -11- 105447057.13 Series 2015 Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2015 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than as permitted hereunder). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15. Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S.

Alabama Gas Corporation Master Note Purchase Agreement -12- 105447057.13 Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. (b) No part of the proceeds from the sale of the Series 2015 Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions. (c) Neither the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) to the Company’s actual knowledge, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current Anti-Money Laundering Laws and U.S. Economic Sanctions. (d) (1) Neither the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to the Company’s actual knowledge, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or, to the Company’s actual knowledge, is the target of sanctions imposed by the United Nations or the European Union under any Anti-Corruption Law; (2) To the Company’s actual knowledge, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or

Alabama Gas Corporation Master Note Purchase Agreement -13- 105447057.13 to otherwise secure an improper advantage in violation of any applicable law or regulation or which would cause any holder to be in violation of any law or regulation applicable to such holder; and (3) No part of the proceeds from the sale of the Series 2015 Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case, in violation of any Anti-Corruption Laws. The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws. Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended. SECTION 6. REPRESENTATIONS OF THE PURCHASERS. Section 6.1. Purchase for Investment. Each Purchaser severally represents that (i) it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and (ii) it is purchasing the Series 2015 Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Series 2015 Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Series 2015 Notes. Each Purchaser severally represents that it has received and reviewed the Disclosure Documents and has been furnished an opportunity to obtain any additional information or documents concerning the Company and its Subsidiaries, and their financial condition, operations, business or properties, necessary or desirable to make an informed decision to purchase the Series 2015 Notes. Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Series 2015 Notes to be purchased by such Purchaser hereunder: (a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual

Alabama Gas Corporation Master Note Purchase Agreement -14- 105447057.13 Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or (b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or (c) the Source is either (i) an “insurance company pooled separate account”, within the meaning of PTE 90-1 or (ii) a “bank collective investment fund”, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or (d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be related within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or (e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of

Alabama Gas Corporation Master Note Purchase Agreement -15- 105447057.13 “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or (f) the Source is a governmental plan; or (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. Section 6.3. Accredited Investor. Each Purchaser represents that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further represents that such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Notes. SECTION 7. INFORMATION AS TO COMPANY. Section 7.1. Financial and Business Information. The Company shall deliver to each Purchaser, each Additional Purchaser and each holder of Notes that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, and (ii) the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the portion of the Company’s fiscal year ended at the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP

Alabama Gas Corporation Master Note Purchase Agreement -16- 105447057.13 applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the Execution Date located at: http://www.alagasco.com) and shall have given such holder prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”); (b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of, (i) an audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and (ii) the related audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such fiscal year, including notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof; (c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the

Alabama Gas Corporation Master Note Purchase Agreement -17- 105447057.13 Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such Purchaser, Additional Purchaser or holder of Notes), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC; provided that the Company or such Subsidiary shall be deemed to have made such delivery of such reports if it shall have timely made Electronic Delivery thereof; (d) Notice of Default or Event of Default — promptly, and in any event within ten days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (e) ERISA Matters — promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the Execution Date that would be reasonably expected, individually or in the aggregate, to result in liability that would have a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; (f) Supplements — promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof, provided, that the Company shall be deemed to have made such delivery of such Supplement if it shall have timely made Electronic Delivery thereof; and

Alabama Gas Corporation Master Note Purchase Agreement -18- 105447057.13 (g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations under this Agreement (including any Supplement) and under the Notes as from time to time may be reasonably requested by such Purchaser, Additional Purchaser or holder of Notes. Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser, an Additional Purchaser or a holder of Notes that is an Institutional Investor pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each such Purchaser, Additional Purchaser or holder of Notes): (a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.5 and Section 10.6, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and (b) Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. Section 7.3. Visitation. The Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser, Additional Purchaser or such holder of Notes and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and, with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all during the Company’s normal business hours; provided, however, that so long as no Default or Event of Default then exists, the Purchasers, Additional Purchasers and holders of Notes, collectively, shall be permitted to make no more than two such visits during any fiscal year;

Alabama Gas Corporation Master Note Purchase Agreement -19- 105447057.13 (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), as often as may be reasonably requested during the Company’s normal business hours and upon reasonable prior notice to the Company; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and (c) Restrictions Related to Safety and Confidentiality — notwithstanding the foregoing, the Company reserves the right to restrict access to any of its or its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security, and neither the Company nor any of its Subsidiaries shall be required to disclose to any Purchaser, Additional Purchaser or holder of the Notes or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the Company or any of its Subsidiaries to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with any non- Affiliate (provided that the Company agrees to use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit disclosure of the relevant information, subject to customary nondisclosure restrictions applicable to the Purchasers, Additional Purchasers and holders of the Notes, as applicable, and that the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement). SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES. Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of the Tranche A Notes and the Tranche B Notes shall be due and payable on the stated maturity date thereof. Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of Notes (or tranche of Notes), in an amount not less than 5% of the original aggregate principal amount of such Series of Notes (or tranche of Notes) to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amount. Notwithstanding the foregoing, the Company may not prepay any Series of Notes (or tranche of Notes) pursuant to this Section 8.2 if a Default or Event of Default shall exist or would result from such optional prepayment unless all Notes at the time outstanding are prepaid on a pro rata basis. The Company will give each holder of Notes of the Series (or tranche) to be prepaid (with a copy to each other holder of Notes) written notice of each optional prepayment under this

Alabama Gas Corporation Master Note Purchase Agreement -20- 105447057.13 Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of each Series (or tranche of Notes) to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated applicable Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such applicable Make-Whole Amount as of the specified prepayment date. Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes of each Series (or tranche of Notes) to be prepaid shall be allocated among all of the Notes of such Series (or tranche) at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and applicable Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series (or tranche) except (a) upon the payment or prepayment of the Notes of such Series (or tranche) in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes of such Series (or tranche) or (b) pursuant to an offer to purchase any outstanding Notes of any Series (or tranche) made by the Company or an Affiliate pro rata to the holders of the Notes of such Series (or tranche) at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the Series (or tranche) being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the outstanding principal amount of the Notes of the Series (or tranche) offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series (or tranche) of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may

Alabama Gas Corporation Master Note Purchase Agreement -21- 105447057.13 be issued in substitution or exchange for any such Notes. Notwithstanding the foregoing, neither the Company nor any Affiliate may offer to purchase or purchase any Series (or tranche) of Notes if a Default or Event of Default shall exist or would result therefrom unless such Person shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions. Section 8.6. Make-Whole Amount for the Series 2015 Notes. “Make-Whole Amount” means, with respect to any Series 2015 Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series 2015 Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings: “Called Principal” means, with respect to any Series 2015 Note, the principal of such Series 2015 Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. “Discounted Value” means, with respect to the Called Principal of any Series 2015 Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series 2015 Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. “Reinvestment Yield” means, with respect to the Called Principal of any Series 2015 Note, 0.5% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Series 2015 Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to

Alabama Gas Corporation Master Note Purchase Agreement -22- 105447057.13 such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series 2015 Note. “Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. “Remaining Scheduled Payments” means, with respect to the Called Principal of any Series 2015 Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Series 2015 Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1. “Settlement Date” means, with respect to the Called Principal of any Series 2015 Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. Section 8.7. Change in Control. (a) Notice of Change in Control. The Company will, within 5 Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. If a Change in Control has occurred, such notice shall contain and constitute an offer by the Company to prepay the Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.7. (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by the foregoing paragraph (a) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). Such Proposed Prepayment Date shall be not less than 10 days and not more than 30 days after the date of such offer (or, if the Proposed Prepayment Date shall not be

Alabama Gas Corporation Master Note Purchase Agreement -23- 105447057.13 specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer). (c) Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Company at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder. (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date. (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant and subject to this Section 8.7; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled or, as applicable, will be fulfilled on or prior to the date prepayment becomes due under this Section 8.7; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control. SECTION 9. AFFIRMATIVE COVENANTS. The Company covenants that from and after the Execution Date and so long as any of the Notes are outstanding: Section 9.1. Compliance with Law. Without limiting Section 10.4, and except as provided in Section 9.7 (which are the only covenants pertaining to compliance with Environmental Laws), the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.2. Insurance. The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves

Alabama Gas Corporation Master Note Purchase Agreement -24- 105447057.13 are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. Section 9.3. Maintenance of Properties. The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear and damage by casualty) consistent with good utility practices, so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.4. Payment of Taxes. The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent the same have become due and payable and before they have become delinquent, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges and levies in the aggregate would not reasonably be expected to have a Material Adverse Effect. Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.2 and 10.6 the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.6. Books and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable Material requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. Section 9.7. Environmental Laws. The Company will, and will cause each of its Subsidiaries to, (i) comply in all Material respects with all applicable Environmental Laws and obtain and comply in all Material respects with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (ii) comply in all Material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the same are

Alabama Gas Corporation Master Note Purchase Agreement -25- 105447057.13 being contested in good faith by appropriate proceedings or to the extent the failure to conduct or complete any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Section 9.8. Subsidiaries. (a) The Company will ensure that at all times each Subsidiary that has outstanding a Guaranty with respect to any Indebtedness of the Company outstanding under any Principal Credit Facility (or is otherwise a borrower under, co-obligor on, or jointly liable with respect to, any such Indebtedness outstanding under a Principal Credit Facility) is a Subsidiary Guarantor. As of the date hereof, the only Subsidiary Guarantors are listed on Schedule 9.8 hereto. (b) The Company will cause each Subsidiary which is or becomes a Subsidiary Guarantor to execute and deliver a Subsidiary Guaranty Agreement, substantially in the form of Exhibit 9.8 or otherwise in a form reasonably acceptable to the Required Holders, and to provide, together with an executed copy thereof, the following to each holder of a Note: (1) such documents and evidence with respect to such Subsidiary Guarantor as any holder may reasonably request in order to establish the existence and good standing of such Subsidiary Guarantor and evidence that the board of directors of such Subsidiary Guarantor has adopted resolutions authorizing the execution and delivery of the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, such resolutions, where required by applicable law, shall include a description of the relevant Subsidiary Guarantor corporate benefit, (2) evidence of compliance with such Subsidiary Guarantor’s outstanding debt instruments in the form of (i) a compliance certificate from such Subsidiary Guarantor to the effect that such Subsidiary Guarantor has complied with all material terms and conditions of its outstanding debt instruments, (ii) consents or approvals required of the holder or holders of any Lien, and/or (iii) required amendments of agreements pursuant to which any Lien may have been issued, all as may be reasonably deemed necessary by the Required Holders to permit the execution and delivery of the Subsidiary Guaranty Agreement, in a form reasonably acceptable to the Required Holders, to which such Subsidiary Guarantor is a party, (3) an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is a corporation, duly incorporated, validly existing and in good standing, if applicable, under the laws of its jurisdiction of incorporation, has the corporate power and the corporate authority to execute and perform the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, (ii) the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party has been duly authorized to be executed and delivered by proper corporate action on the part of such Subsidiary Guarantor, has been executed by an authorized officer of such Subsidiary Guarantor and constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, subject to corporate benefit, bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights

Alabama Gas Corporation Master Note Purchase Agreement -26- 105447057.13 generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law), (iii) no approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, is necessary under the laws of its jurisdiction of incorporation as a condition to the lawful execution and delivery of the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, and (v) the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party shall rank at least pari passu in priority of payment with all other unsecured Indebtedness (actual or contingent) of such Subsidiary Guarantor. All reasonable fees and expenses of the holders, including, without limitation, reasonable attorney’s fees, incurred in connection with the execution and delivery of any Subsidiary Guaranty Agreement and the related agreements and opinions described above shall be borne by the Company. (c) Subject and subordinate to the requirements of Section 9.8(a), at the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty Agreement, (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, holders of Notes shall receive equivalent consideration, and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements. SECTION 10. NEGATIVE COVENANTS. The Company covenants that from and after the Execution Date and so long as any of the Notes are outstanding: Section 10.1. Transactions with Affiliates. The Company will not, and it will not cause or permit any Subsidiary to, enter into or be a party to any Material transaction or arrangement with any Affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliate), except in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate; provided that the foregoing restrictions shall not apply to: (i) any issuances of stock to the Parent, (ii) payment of any lawful distributions on its issued stock, and (iii) payment or grant of reasonable compensation, benefits and indemnities to any director, officers, employee or agent of the Company or any Subsidiary. Notwithstanding the foregoing, nothing in this Section 10.1 shall restrict transactions with any Affiliate that have been approved by or are entered into

Alabama Gas Corporation Master Note Purchase Agreement -27- 105447057.13 pursuant to any orders or decisions of any Governmental Authority having jurisdiction over the Company or any of its Subsidiaries, including without limitation the Federal Energy Regulatory Commission or the Alabama Public Service Commission (or any successor commission or organization). Section 10.2. Merger, Consolidation, Etc. (a) The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company or such Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if the Company or such Subsidiary Guarantor is not such corporation or limited liability company, such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of, in the case of the Company, this Agreement, the Supplement(s) and the Notes and, in the case of a Subsidiary Guarantor, the related Subsidiary Guaranty Agreement; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (b) Except as provided in Section 10.1 and Section 10.2(a), the Company will not, and will not cause or permit any Subsidiary to, (A) sell, assign, lease, transfer, abandon or otherwise dispose of any of its property (including, without limitation, any Capital Stock of a Subsidiary owned by the Company or another Subsidiary) or (B) issue, sell or otherwise dispose of any Capital Stock of any Subsidiary; provided, however, that the Company and each Subsidiary may sell, assign, lease, transfer, abandon or otherwise dispose of (1) any of its natural gas inventory or past-due accounts receivable in the ordinary course of business, (2) any of its property to the Company or any Subsidiary, provided that, if at any time more than ten percent (10%) of the consolidated assets of the Company and all of its Subsidiaries are transferred from the Company to a Subsidiary, such Subsidiary shall then execute a guaranty agreement with respect to the Company’s obligations hereunder in a form reasonably acceptable to the Required Holders, and (3) any of its other property (whether in one transaction or a series of transactions) so long as the value of such property sold, assigned, leased, transferred, abandoned or otherwise disposed of in any fiscal year under this subsection (3) (including in connection with the Permitted Securitization) shall not exceed ten percent (10%) of the consolidated assets of the Company and all of its Subsidiaries as determined on a consolidated basis as of the last day of the immediately preceding fiscal year; and provided further, however, that nothing in this Agreement shall limit or restrict the Company’s use of financial instruments or natural gas contracts under its gas supply risk management program.

Alabama Gas Corporation Master Note Purchase Agreement -28- 105447057.13 To the extent that the proceeds consisting of cash of any transfer described in clause (3) above to a Person other than the Company or Subsidiary is applied to a Debt Prepayment Application or to a Property Reinvestment Application within twelve (12) months after such transfer, then such transfer (or, if less than all such proceeds is applied as contemplated hereinabove, the pro rata percentage thereof which corresponds to the proceeds so applied), only for the purpose of determining compliance with clause (3) above of Section 10.2(b) as of any date, shall be deemed not to be a transfer. In the event of a Debt Prepayment Application, the Company shall offer to prepay on a date not less than 30 days or more than 60 days a pro rata portion of such Notes, such pro rata portion of the Notes to be calculated by multiplying (A) the aggregate amount of such proceeds to be so used in such repayment or prepayment of unsubordinated Indebtedness (including the Notes) by (B) a fraction, the numerator of which is the aggregate principal amount of the Notes outstanding and the denominator of which is the aggregate principal amount of all unsubordinated Indebtedness of the Company and its Subsidiaries outstanding then being paid (including the Notes, but excluding Indebtedness owing to the Company, any of its Subsidiaries or any Affiliate which the Company directly or indirectly controls, and in each case calculated immediately prior to such repayment or prepayment); provided further, however, that any prepayment of the Notes pursuant to any such offer shall in all cases be at par together with accrued interest but without any make-whole, premium, penalty or Make-Whole Amount whatsoever or howsoever described. Such offer shall require each holder to accept or reject such offer with 20 days and the failure to accept or reject such offer shall be deemed a rejection. Section 10.3. Line of Business. The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business and reasonable extensions thereof in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged as described in the Memorandum. Section 10.4. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Purchaser or holder to be in violation of any law or regulation applicable to such Purchaser or holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions. Section 10.5. Maximum Consolidated Capitalization Ratio. The Company will at the end of each of the Company’s fiscal quarters have a Consolidated Capitalization Ratio of not more than seventy percent (70%).

Alabama Gas Corporation Master Note Purchase Agreement -29- 105447057.13 Section 10.6. Limitation on Liens. The Company will not, and will not cause or permit any Subsidiary to, create, incur or assume, or suffer to be incurred or to exist, any Lien on any of its property, whether now owned or hereafter acquired, or upon any income or profits therefrom, except for Permitted Liens. SECTION 11. EVENTS OF DEFAULT. An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing: (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or (c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1, 10.2, 10.5 and 10.6 or any covenant contained in a Supplement which specifically provides that it shall have the benefit of this paragraph (c); or (d) the Company defaults in the performance of or compliance with any term contained herein or in any Supplement (other than those referred to in Sections 11(a), (b) and (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or (e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any Material respect on the date as of which made; or (f) (i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make- whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment; or

Alabama Gas Corporation Master Note Purchase Agreement -30- 105447057.13 (g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or (i) a final judgment or judgments for the payment of money aggregating in excess of $25,000,000 are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect.

Alabama Gas Corporation Master Note Purchase Agreement -31- 105447057.13 As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA. SECTION 12. REMEDIES ON DEFAULT, ETC. Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein or in any Supplement specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Supplement or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or by law or otherwise. Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on

Alabama Gas Corporation Master Note Purchase Agreement -32- 105447057.13 any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Defaults or impair any right consequent thereon. Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Supplement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. Section 13.1. Registration of Notes. The Company has appointed UMB Bank & Trust, N.A. as the Registrar. The Company shall notify each Purchaser, Additional Purchaser and holder of Notes in the event that the Company appoints another Person as the Registrar. The Company shall cause the Registrar to maintain a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Registrar shall not be affected by any notice or knowledge to the contrary. The Company shall cause the Registrar to give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) (and with a copy thereof delivered concurrently to the Registrar), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s reasonable expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the

Alabama Gas Corporation Master Note Purchase Agreement -33- 105447057.13 same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 and Section 6.2. Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation) (and with a copy thereof delivered concurrently to the Registrar), and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser, an original Additional Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series (and of the same tranche if such Series has separate tranches), dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. SECTION 14. PAYMENTS ON NOTES. Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make- Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in St. Louis, Missouri at the principal office of UMB Bank & Trust, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. Section 14.2. Home Office Payment. So long as any Purchaser or Additional Purchaser or such Person’s nominee shall be the holder of any Note, and notwithstanding anything contained

Alabama Gas Corporation Master Note Purchase Agreement -34- 105447057.13 in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A hereto or, in the case of any Additional Purchaser, Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or an Additional Purchaser or such Person’s nominee, such Purchaser or Additional Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same tranche pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser or an Additional Purchaser under this Agreement (including any Supplement hereto) and that has made the same agreement relating to such Note as the Purchasers or Additional Purchasers, as the case may be, have made in this Section 14.2. SECTION 15. EXPENSES, ETC. Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for the Purchasers and for the Additional Purchasers and, if reasonably required by the Required Holders, one local or other counsel) incurred by the Purchasers, the Additional Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each tranche of each Series of Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders retained by or on behalf of the Company. For the avoidance of doubt, the Company will

Alabama Gas Corporation Master Note Purchase Agreement -35- 105447057.13 not be liable for any fees, costs or expenses, if any, of brokers or finders retained by or on behalf of a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the Notes. Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Supplement or the Notes, and the termination of this Agreement or any Supplement. SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any Supplement shall survive the execution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer by any Purchaser or Additional Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or such Additional Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any Supplement shall be deemed representations and warranties of the Company under this Agreement or such Supplement. Subject to the preceding sentence, this Agreement (including every Supplement) and the Notes embody the entire agreement and understanding between each Purchaser and the Additional Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 17. AMENDMENT AND WAIVER. Section 17.1. Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used therein or such corresponding provision of any Supplement), will be effective as to any Purchaser, Additional Purchaser or holder of Notes unless consented to by such Purchaser, Additional Purchaser or holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of the Company and the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20 or the corresponding provision of any Supplement. (b) Supplements. Notwithstanding anything to the contrary contained herein, the Company may enter into any Supplement providing for the issuance of one or more Series of

Alabama Gas Corporation Master Note Purchase Agreement -36- 105447057.13 Additional Notes consistent with Section 1.2 hereof without obtaining the consent of any Purchaser, Additional Purchaser or holder, in each case, of any other Series of Notes. Section 17.2. Solicitation of Holders of Notes. (a) Solicitation. The Company will provide each Purchaser, each Additional Purchaser and each holder of Notes (irrespective of the amount or tranche of Notes then owned by it) with reasonably sufficient information, reasonably sufficiently far in advance of the date a decision is required, to enable such Person to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, of any Supplement or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each Purchaser, each Additional Purchaser and each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers, Additional Purchasers or holders of Notes. (b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser, Additional Purchaser or holder of Notes as consideration for or as an inducement to the entering into by such Purchaser, Additional Purchaser or holder of Notes of any waiver or amendment of any of the terms and provisions hereof, any Supplement or the Notes unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently provided, on the same terms, ratably to each Purchaser, each Additional Purchaser and each holder of Notes then outstanding even if such Purchaser, Additional Purchaser or holder did not consent to such waiver or amendment. (c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder. Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all Purchasers, Additional Purchasers or holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the Purchaser, the Additional Purchaser or holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Purchaser, Additional Purchaser or holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement (including,

Alabama Gas Corporation Master Note Purchase Agreement -37- 105447057.13 without limitation, the Schedules and Exhibits hereto) as it may from time to time be amended or supplemented. Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. SECTION 18. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail (to those recipients who have provided email addresses specifically for such purpose to the other parties hereto) if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing, (ii) if to an Additional Purchaser or such Additional Purchaser’s nominee, to such Additional Purchaser or such Additional Purchaser’s nominee at the address specified for such communications in Schedule A to any Supplement, or at such other address as such Additional Purchaser or such Additional Purchaser’s nominee shall have specified to the Company in writing pursuant to this Section 18, (iii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, (iv) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Treasurer, with a copy to the attention of the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing, or (v) if to the Registrar, to the Registrar at: UMB Bank & Trust, N.A., 2 South Broadway, Suite 600, St. Louis, MO 63102, Attn: Richard F. Novosak, Vice President/Corporate Trust Administrator. Notices under this Section 18 will be deemed given only when actually received.

Alabama Gas Corporation Master Note Purchase Agreement -38- 105447057.13 SECTION 19. REPRODUCTION OF DOCUMENTS. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing or by any Additional Purchaser (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser or any Additional Purchaser, may be reproduced by such Purchaser or such Additional Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser or such Additional Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser or such Additional Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. SECTION 20. CONFIDENTIAL INFORMATION. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser, Additional Purchaser or holder of Notes by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise reasonably identified when received by such Purchaser, Additional Purchaser or holder of Notes as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser, Additional Purchaser or holder of Notes prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser, Additional Purchaser or holder of Notes or any Person acting on such Purchaser’s, Additional Purchaser’s or holder’s behalf, (c) otherwise becomes known to such Purchaser, Additional Purchaser or holder of Notes other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser, Additional Purchaser or holder of Notes under Section 7.1 that are otherwise publicly available. Each Purchaser, Additional Purchaser or holder of Notes will only use such Confidential Information in connection with its administration of the investment represented by its purchase of Notes or holding of Notes, and each Purchaser, Additional Purchaser or holder of Notes will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such

Alabama Gas Corporation Master Note Purchase Agreement -39- 105447057.13 Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any Governmental Authority having jurisdiction over such Purchaser, Additional Purchaser or holder of Notes, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s, Additional Purchaser’s or holder’s investment portfolio, or (viii) any other Person to which such delivery or disclosure is necessary (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, Additional Purchaser or holder of Notes, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser, Additional Purchaser or holder of Notes is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser, Additional Purchaser or holder of Notes may reasonably determine such delivery and disclosure to be necessary in the enforcement or for the protection of the rights and remedies under such Purchaser’s, Additional Purchaser’s or holder’s Notes and this Agreement. Notwithstanding anything to the contrary, prior to any Purchaser, Additional Purchaser or holder of Notes making any permitted disclosure described in clause (x) above (or clause (vi) above but only to the extent such request or demand is specifically targeted at the Company or otherwise arising out of the transactions contemplated hereby), to the extent not prohibited by law or regulation such Purchaser, Additional Purchaser or holder of Notes shall use its reasonable efforts to promptly notify the Company in writing and shall use its reasonable efforts to assist the Company (at the Company’s sole expense) to protest and/or challenge any such required or requested disclosures. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement, any Supplement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking. SECTION 21. SUBSTITUTION OF PURCHASER. Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder or under any Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and such Supplement, as applicable, and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth

Alabama Gas Corporation Master Note Purchase Agreement -40- 105447057.13 in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) and such Supplement, as applicable, shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or under any Supplement and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, and such original Purchaser or original Additional Purchaser shall again have all the rights of an original holder of Notes under this Agreement and such Supplement, as applicable. SECTION 22. MISCELLANEOUS. Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement (including all covenants and other agreements contained in any Supplement) by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement, any Supplement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. Section 22.3. Accounting Terms. All accounting terms used herein or used in any Supplement which are not expressly defined in this Agreement or such Supplement, as applicable, have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein or in any Supplement, (i) all computations made pursuant to this Agreement or such Supplement, as applicable, shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing, if the Company notifies the holders of Notes that, in the Company’s reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”), any of the covenants contained in Sections 10.5 or 10.6 or any of the defined terms used therein, no longer apply as intended such that such covenants are materially more or less restrictive to the Company than are such covenants immediately prior to giving effect to such Subsequent Changes, the Company and the holders of Notes shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants

Alabama Gas Corporation Master Note Purchase Agreement -41- 105447057.13 or defined terms. Until the Company and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, the covenants contained in Sections 10.5 and 10.6, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined assuming that the Subsequent Changes shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Company shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2 during such period. In determining compliance with the requirements of the covenants contained in this Agreement, any election by the Company to measure any portion of Indebtedness at fair value (as permitted by International Accounting Standard 39 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. Section 22.4. Severability. Any provision of this Agreement or any Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. Section 22.5. Construction, Etc. Each covenant contained herein or in any Supplement shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, or therein so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein or in any Supplement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof. Section 22.6. Counterparts. This Agreement and any Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Section 22.7. Governing Law. This Agreement and each Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and each Purchaser, Additional Purchaser and holder of Notes hereby irrevocably submits to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan, The City of New York,

Alabama Gas Corporation Master Note Purchase Agreement -42- 105447057.13 over any suit, action or proceeding arising out of or relating to this Agreement, any Supplement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then the Company and each Purchaser, Additional Purchaser and holder of Notes irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, the Company and each Purchaser, Additional Purchaser and holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served by or on behalf of any Purchaser, Additional Purchaser or holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such party shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.8 shall affect the right of any Purchaser, Additional Purchaser or holder of a Note to serve process in any manner permitted by law, or limit any right that the Purchasers, Additional Purchasers or holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE COMPANY AND EACH PURCHASER, ADDITIONAL PURCHASER AND EACH HOLDER OF NOTES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, ANY SUPPLEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * *

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ALABAMA GAS CORPORATION By /s/ Lynn D. Rawlings Name: Lynn D. Rawlings Title: Vice President and Treasurer

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY FIRST METLIFE INVESTORS INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager GENERAL AMERICAN LIFE INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY USA by Metropolitan Life Insurance Company, its Investment Manager By: /s/ John A. Wills Name: John A. Wills Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Advisors, LLC, its Investment Manager By: /s/ C. Scott Inglis Name: C. Scott Inglis Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. THRIVENT FINANCIAL FOR LUTHERANS By /s/ William J. Hochmuth Name: William J. Hochmuth Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By /s/ Pradeep Killamsetty Name: Pradeep Killamsetty Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC its investment adviser By /s/ David A. Barras Name: David A. Barras Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By /s/ David A. Barras Name: David A. Barras Its Authorized Representative

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN UNITED LIFE INSURANCE COMPANY By /s/ David M. Weisenburger Name: David M. Weisenburger Title: V.P., Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By /s/ David M. Weisenburger Name: David M. Weisenburger Title: V.P., Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By /s/ David M. Weisenburger Name: David M. Weisenburger Title: V.P., Fixed Income Securities

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ Brett M. Van Name: Brett M. Van Title: Treasurer & Investment Manager

SCHEDULE A (to Master Note Purchase Agreement) 105447057.13 INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE K.K. 4-1-3, Taihei, Sumida-ku Tokyo, 130-0012 JAPAN A $4,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: Citibank New York 111 Wall Street, New York, New York 10005 (USA) ABA Routing #: 021000089 DDA: 30857793 Account Name: METLIFE PP JPYF Ref: Alabama Gas Corp. 3.21% due 9/15/2025 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: Alico Asset Management Corp. (Japan) Administration Department ARCA East 7F, 3-2-1 Kinshi Sumida-ku, Tokyo 130-0013 Japan Attention: Administration Dept. Manager Email: saura@metlife.co.jp

A-2 105447057.13 With a copy to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With another copy OTHER than with respect to deliveries of financial statements to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Taxpayer I.D. Numbers: 98-1037269 (USA) and 00661996 (Japan) Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-3 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE K.K. 4-1-3, Taihei, Sumida-ku Tokyo, 130-0012 JAPAN B $5,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: Citibank New York 111 Wall Street, New York, New York 10005 (USA) ABA Routing #: 021000089 Acct No./DDA: 30872002 Account Name: METLIFE PP USDF Ref: Alabama Gas Corporation 4.31% due 12/1/2045 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: Alico Asset Management Corp. (Japan) Administration Department ARCA East 7F, 3-2-1 Kinshi Sumida-ku, Tokyo 130-0013 Japan Attention: Administration Dept. Manager Email: saura@metlife.co.jp

A-4 105447057.13 With a copy to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With another copy OTHER than with respect to deliveries of financial statements to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Taxpayer I.D. Numbers: 98-1037269 (USA) and 00661996 (Japan) Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-5 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METROPOLITAN LIFE INSURANCE COMPANY 1095 Avenue of the Americas New York, New York 10036 B $7,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: Alabama Gas Corp. 4.31% due 12/1/2045 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Taxpayer I.D. Number: 13-5581829

A-6 105447057.13 Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-7 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE COMPANY USA c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas New York, New York 10036 B $7,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 910-2-587434 Account Name: MetLife Insurance Company USA Ref: Alabama Gas Corp. 4.31% due 12/1/2045 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: MetLife Insurance Company USA c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With a copy OTHER than with respect to deliveries of financial statements to:

A-8 105447057.13 MetLife Insurance Company USA c/o Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 06-0566090 Physical Delivery of Notes MetLife Insurance Company USA c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-9 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED GENERAL AMERICAN LIFE INSURANCE COMPANY c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas New York, New York 10036 B $3,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 323-8-90946 Account Name: General American Life Insurance Company Ref: Alabama Gas Corporation 4.31% due 12/1/2045 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: General American Life Insurance Company c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With a copy OTHER than with respect to deliveries of financial statements to:

A-10 105447057.13 General American Life Insurance Company c/o Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 43-0285930 Physical Delivery of Notes General American Life Insurance Company c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-11 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED FIRST METLIFE INVESTORS INSURANCE COMPANY c/o Metropolitan Life Insurance Company 1095 Avenue of the Americas New York, New York 10036 B $2,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 021-000-021 Account No.: 323-8-90938 Account Name: First MetLife Investors Insurance Company Ref: Alabama Gas Corporation 4.31% due 12/1/2045 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. Notices All notices and communications: First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile: (973) 355-4250 With a copy OTHER than with respect to deliveries of financial statements to:

A-12 105447057.13 First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: sec_invest_law@metlife.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 13-3690700 Physical Delivery of Notes First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Stephanie Doncov, Esq.

A-13 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THRIVENT FINANCIAL FOR LUTHERANS Attn: Investment Division-Private Placements 625 Fourth Avenue South Minneapolis, MN 55415 Fax: (612) 844-4027 Email: privateinvestments@thrivent.com A B B B B B $4,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $4,000,000 Payments Payments to: ABA # 011000028 State Street Bank & Trust Co. DDA # A/C — 6813-049-1 Fund Number: NCE1 Fund Name: Thrivent Financial for Lutherans All payments must include the following information: Security Description, Private Placement Number, Reference Purpose of Payment, Interest and/or Principal Breakdown. Notices Notices of payments and written confirmation of such wire transfers to: Investment Division-Private Placements ATT: William Hochmuth Thrivent Financial for Lutherans 625 Fourth Avenue South Minneapolis, MN 55415 Fax: (612) 844-4027 Email: privateinvestments@thrivent.com With a copy to: ATT: Jeremy Anderson or Harmon Bergenheier Thrivent Financial for Lutherans 625 Fourth Avenue South Minneapolis, MN 55415 Email: boxprivateplacement@thrivent.com

A-14 105447057.13 All other communications to: Thrivent Financial for Lutherans Attn: Investment Division-Private Placements 625 Fourth Avenue South Minneapolis, MN 55415 Fax: (612) 844-4027 Email: privateinvestments@thrivent.com Name of Nominee in which Notes are to be issued: Swanbird & Co. Taxpayer I.D. Number: 39-0123480 Taxpayer I.D. Number for Swanbird & Co.: 04-3475606 Physical Delivery of Notes DTCC Newport Office Center 570 Washington Blvd. Jersey City, NJ 07310 Attn: 5th floor / NY Window / Robert Mendez Ref: State Street Account Fund Name: Thrivent Financial for Lutherans Fund Number: NCE1 Nominee Name: Swanbird & Co. Nominee Tax ID Number: 04-3475606 With a copy to the Thrivent Financial legal team: Taiesha McBroom, Senior Counsel 625 Fourth Avenue South, MS 1100 Minneapolis, MN 55415 taiesha.mcbroom@thrivent.com and Lisa Corbin, Paralegal 625 Fourth Avenue South, MS 1100 Minneapolis, MN 55415 lisa.corbin@thrivent.com

A-15 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) c/o John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attn: Investment Law, C-3 Fax: (617) 572-9269 B $23,000,000 Payments All payments to be by bank wire transfer of immediately available funds to: Bank Name: Bank of New York Mellon ABA Number: 011001234 Account Number: JPPF10010002 Account Name: US PP Collector F008 For Further Credit to: DDA Number 0000048771 On Order of: Alabama Gas Corporation Notices and Audit Requests All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Investment Administration Fax Number: (617) 572-1799 Email: InvestmentAdministration@jhancock.com All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: John Hancock Financial Services 197 Clarendon Street Boston, MA 02116 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-0040

A-16 105447057.13 All other notices shall be sent to: John Hancock Financial Services and John Hancock Financial Services 197 Clarendon Street 197 Clarendon Street Boston, MA 02116 Boston, MA 02116 Attention: Investment Law, C-3 Attention: Bond and Corporate Finance, C-2 Fax Number: (617) 572-9269 Fax Number: (617) 572-0040 Tax Identification Number: 01-0233346 Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes John Hancock Financial Services 197 Clarendon Street, C-3-08 Boston, MA 02116 Attention: John T. Wallace

A-17 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 720 East Wisconsin Avenue Milwaukee, WI 53202 A $19,600,000 Payments All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company. E-mail: payments@northwesternmutual.com Phone: (414) 665-1679 Notices All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail: payments@northwesternmutual.com Phone: (414) 665-1679 All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com Facsimile: (414) 665-7124 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 39-0509570

A-18 105447057.13 Physical Delivery of Notes The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower

A-19 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT 720 East Wisconsin Avenue Milwaukee, WI 53202 A $400,000 Payments All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account. E-mail: payments@northwesternmutual.com Phone: (414) 665-1679 Notices All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail: payments@northwesternmutual.com Phone: (414) 665-1679 All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com Facsimile: (414) 665-7124

A-20 105447057.13 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 39-0509570 Physical Delivery of Notes The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower

A-21 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED AMERICAN UNITED LIFE INSURANCE COMPANY Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com B $5,000,000 Payments Alabama Gas Corporation shall make payment of principal and interest on the note(s) in immediately available funds by wire transfer to the following bank account: AMERICAN UNITED LIFE INSURANCE COMPANY Bank of New York ABA #: 021000018 Credit Account: GLA111566 Account Name: American United Life Insurance Company Account #: 186683 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 35-0145825

A-22 105447057.13 Physical Delivery of Notes Bank of New York One Wall Street, 3rd Floor New York, NY 10286 Re: American United Life Insurance Company, Account # 186683 Attn: Anthony Saviano/Window A cc: NYC Physical Desk on all correspondence

A-23 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE STATE LIFE INSURANCE COMPANY c/o American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com B $3,500,000 Payments Alabama Gas Corporation shall make payment of principal and interest on the note(s) in immediately available funds by wire transfer to the following bank account: THE STATE LIFE INSURANCE COMPANY Bank of New York ABA #: 021000018 Credit Account: GLA111566 Account Name: The State Life Insurance Company Account #: 343761 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note and the payment date. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 35-0684263

A-24 105447057.13 Physical Delivery of Notes Bank of New York One Wall Street, 3rd Floor New York, NY 10286 Re: The State Life Insurance Company, c/o American United Life Insurance Company, Account # 343761 Attn: Anthony Saviano/Window A cc: NYC Physical Desk on all correspondence

A-25 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED PIONEER MUTUAL LIFE INSURANCE COMPANY c/o American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com B $500,000 Payments Alabama Gas Corporation shall make payment of principal and interest on the note(s) in immediately available funds by wire transfer to the following bank account: PIONEER MUTUAL LIFE INSURANCE COMPANY Bank of New York ABA #: 021000018 Credit Account: GLA111566 Account Name: Pioneer Mutual Life Insurance Company Account #: 186709 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note and the payment date. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 305W Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 45-0220640

A-26 105447057.13 Physical Delivery of Notes Bank of New York One Wall Street, 3rd Floor New York, NY 10286 Re: Pioneer Mutual Life Insurance Company, c/o American United Life Insurance Company, Account # 186709 Attn: Anthony Saviano/Window A cc: NYC Physical Desk on all correspondence

A-27 105447057.13 NAME AND ADDRESS OF PURCHASER SERIES PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MODERN WOODMEN OF AMERICA Attn: Investment Accounting Department 1701 First Avenue Rock Island, IL 61201 investments@modern-woodmen.org Fax: (309) 793-5574 A $7,000,000 Payments All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 ABA No. 071-000-152 Account Name: Modern Woodmen of America Account No. 84352 Each such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Notes, a reference to PPN No. 01029# AC5 and the due date and application (as among principal, premium and interest) of the payment being made. Notices Address for all notices relating to payments: Modern Woodmen of America Attn: Investment Accounting Department 1701 First Avenue Rock Island, IL 61201 Fax: (309) 793-5688 Address for all other communications and notices: Modern Woodmen of America Attn: Investment Department 1701 First Avenue Rock Island, IL 61201 investments@modern-woodmen.org Fax: (309) 793-5574

A-28 105447057.13 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 36-1493430 Physical Delivery of Notes Attn: Keith M. Peterson Modern Woodmen of America 1701 1st Avenue Rock Island, IL 61201

SCHEDULE B (to Master Note Purchase Agreement) 105447057.13 DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: “Acquisition” shall mean any transaction or series of related transactions, consummated on or after the date of this Agreement, by which the Company or any Subsidiary directly or indirectly (a) acquires all or substantially all of the assets comprising one or more business units of any other Person, whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least (i) a majority (in number of votes) of the stock and/or other Securities of a corporation having ordinary voting power for the election of directors (other than stock and/or other Securities having such power only by reason of the happening of a contingency), (ii) a majority (by percentage of voting power) of the outstanding partnership interests of a partnership, (iii) a majority (by percentage of voting power) of the outstanding membership interests of a limited liability company or (iv) a majority of the ownership interests in any organization or entity other than a corporation, partnership or limited liability company. “Additional Notes” is defined in Section 1.2. “Additional Purchasers” means purchasers of Additional Notes. “Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. “Anti-Corruption Laws” is defined in Section 5.16(d)(1). “Anti-Money Laundering Laws” is defined in Section 5.16(c). “Blocked Person” is defined in Section 5.16(a). “Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, or Saint Louis, Missouri are required or authorized to be closed. “Called Principal” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

B-2 105447057.13 “Capital Stock” shall mean (a) with respect to any Person that is a corporation, any and all shares, interests or equivalents in Capital Stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (b) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing. “Capitalized Lease” shall mean any lease of property, whether real and/or personal, by a Person as lessee which in accordance with GAAP is required to be capitalized on the balance sheet of such Person. “Capitalized Lease Obligations” of any Person shall mean, as of the date of any determination thereof, the amount at which the aggregate rental obligations due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a balance sheet of such Person in accordance with GAAP. “Change in Control” means an event or series of events by which: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Capital Stock that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty percent (30%) of the Capital Stock of the Parent entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Parent or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Parent shall not constitute Continuing Directors; or (b) the Parent shall fail to own legally or beneficially one hundred percent (100%) (by number of votes) of the Voting Stock of the Company. “CISADA” is defined in Section 5.16(a). “Closing” is defined in Section 3. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. “Company” means Alabama Gas Corporation, an Alabama corporation or any successor that becomes such in the manner prescribed in Section 10.2. “Confidential Information” is defined in Section 20.

B-3 105447057.13 “Consolidated Capitalization” shall mean, as of the date of any determination thereof, the sum of Consolidated Indebtedness as of such day plus Consolidated Net Worth as of such day, all determined on a consolidated basis and in accordance with GAAP. “Consolidated Capitalization Ratio” shall mean, as of the date of any determination thereof, the ratio (expressed as a percentage) of Consolidated Indebtedness as of such day to Consolidated Capitalization as of such day, all determined on a consolidated basis and in accordance with GAAP. “Consolidated Indebtedness” shall mean, as of the date of any determination thereof, all Indebtedness of the Company and its Subsidiaries as of such date, determined on a consolidated basis and in accordance with GAAP. “Consolidated Net Worth” shall mean, as of the date of any determination thereof, the amount of the Capital Stock accounts (net of treasury stock, at cost) of the Company and its Subsidiaries as of such date plus (or minus in the case of a deficit) the surplus and retained earnings of the Company and its Subsidiaries as of such date, all determined on a consolidated basis and in accordance with GAAP. “Continuing Directors” shall mean the directors of Parent on the Execution Date and each other director of Parent, if, in each case, such other director’s nomination for election to the board of directors (or equivalent governing body) of Parent is recommended by at least 51% of the then Continuing Directors. “Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Securities, by contract or otherwise. “Debt Prepayment Application” means, with respect to any transfer of property, the application by the Company or any Subsidiary of cash in an amount equal to the proceeds (or any portion thereof) with respect to such transfer to pay Senior Debt; provided, that in the event such Senior Debt would otherwise permit the reborrowing of such Indebtedness by the Company, the commitment to relend such Indebtedness shall be permanently reduced by the amount of such Debt Prepayment Application. “Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. “Default Rate” means, with respect to the Notes of any Series, that per annum rate of interest that is the greater of (i) 2.0% above the rate of interest stated in clause (a) of the first paragraph of the Notes of such Series (and of such tranche if such Series has separate tranches) or (ii) 2.0% over the rate of interest publicly announced by Chase Bank N.A., in New York, New York, as its “base” or “prime” rate.

B-4 105447057.13 “Disclosure Documents” is defined in Section 5.3. “Discounted Value” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Disqualified Capital Stock” shall mean, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any Security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (b) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (c) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (i) debt Securities or (ii) any Capital Stock referred to in (a) or (b) above; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock. “Electronic Delivery” is defined in Section 7.1(a). “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. “Event of Default” is defined in Section 11. “Execution Date” is defined in Section 3. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Fair Market Value” means, at any time and with respect to any property, the sale of value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell). “First Closing” is defined in Section 3.

B-5 105447057.13 “Form 10-K” is defined in Section 7.1(b). “Form 10-Q” is defined in Section 7.1(a). “GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America. “Governmental Authority” means (a) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government. “Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity. “Guaranty” by any Person shall mean, without duplication, any obligation (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), contingent or otherwise, of such Person guaranteeing, or in effect guaranteeing, any indebtedness or other obligation of any other Person who is not a Subsidiary of the Company (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such indebtedness or obligation or any property constituting security therefor; (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation; (c) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of the primary obligor to make payment of the indebtedness or obligation; or

B-6 105447057.13 (d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof. In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances. “holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Registrar pursuant to Section 13.1. “Indebtedness” of any Person shall mean, as of the date of determination thereof, the sum of, without duplication: (a) all indebtedness of such Person for borrowed money or incurred in connection with the purchase or other acquisition of property (other than trade accounts payable incurred in the ordinary course of business not more than ninety (90) days past due) including, but not limited to, obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made; (b) all Capitalized Lease Obligations of such Person; (c) the aggregate undrawn face amount of all letters of credit and/or surety bonds issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (e) all Disqualified Capital Stock issued by such Person, with the amount of indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price; (f) the principal balance outstanding and owing by such Person under any Synthetic Lease, tax retention operating lease or similar off-balance sheet financing product;

B-7 105447057.13 (g) all Guaranties by such Person of Indebtedness of others; (h) for all purposes other than Section 10.5, the net obligations of such Person under any Swap Contracts; (i) all indebtedness of the types referred to in clauses (a) through (h) above (i) of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (ii) secured by any Lien (other than leases qualified as operating leases under GAAP) on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the value of the property or assets subject to such Lien. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For the avoidance of doubt and notwithstanding anything to the contrary set forth above, Permitted Commodity Hedging Obligations shall not constitute Indebtedness for purposes of this Agreement. “INHAM Exemption” is defined in Section 6.2(e). “Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note. “Investment” shall mean any investment (including, without limitation, any loan or advance) of the Company or any Subsidiary in or to any Person, whether payment therefor is made in cash or Capital Stock of the Company or any Subsidiary, and whether such investment is directly or indirectly by acquisition of Capital Stock or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business, capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise. “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capitalized Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). “Make-Whole Amount” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

B-8 105447057.13 “Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole. “Material Adverse Effect” means a material adverse effect on (a) the business, results of operations, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement (including any Supplement) and the Notes or (c) the validity or enforceability of this Agreement (including any Supplement) or the Notes. “Memorandum” is defined in Section 5.3. “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA). “NAIC” means the National Association of Insurance Commissioners or any successor thereto. “NAIC Annual Statement” is defined in Section 6.2(a). “Notes” is defined in Section 1.1. “OFAC” is defined in Section 5.16(a). “OFAC Listed Person” is defined in Section 5.16(a). “OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate. “Parent” means The Laclede Group, Inc., a Missouri corporation. “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto. “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority. “Permitted Commodity Hedging Obligations” means obligations of the Company with respect to commodity agreements or other similar agreements or arrangements entered into in the ordinary course of business designed to protect against, or mitigate risks with respect to, fluctuations of commodity prices to which the Company is exposed in the conduct of its business so long as (a) the management of the Company has determined that entering into such agreements or arrangements are bona fide hedging activities which comply with the Company’s

B-9 105447057.13 risk management policies and (b) such agreements or arrangements are not entered into for speculative purposes. “Permitted Investment” shall mean any Investment or Acquisition, or any expenditure or any incurrence of any liability to make any expenditure for an Investment or Acquisition, other than (a) any Investment or Acquisition the result of which would be to change substantially the nature of the business engaged in by the Company and its Subsidiaries, considered as a whole, as of the date of this Agreement, and reasonable extensions thereof, (b) any Investment that is in the nature of a hostile or contested Acquisition, and (c) any Investment that would result in a Default or Event of Default; provided, that it is expressly agreed that all Investments under the Company’s gas supply risk management program are Permitted Investments. “Permitted Liens” shall mean, with respect to any Person, any of the following: (a) (i) Liens created pursuant to the Wells Facility, provided that all obligations of the Company under the Notes shall concurrently be secured equally and ratably with such Indebtedness, (ii) Liens on cash or deposits granted in favor of the Swingline Bank (under the Wells Facility) or the Issuing Bank (under the Wells Facility) to Cash Collateralize (as defined in the Wells Facility) any Defaulting Bank’s (under the Wells Facility) participation in Letters of Credit or Swingline Loans (each under the Wells Facility) and (iii) Liens in favor of the Administrative Agent (as defined in the Wells Facility) with respect to the Cash Collateral Account (as defined in the Wells Facility) and all amounts held therein from time to time as security for Letter of Credit Exposure (as defined in the Wells Facility), and for application to the Company’s Reimbursement Obligations (as defined in the Wells Facility); (b) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or environmental laws) (i) not yet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (c) Liens in respect of property imposed by law such as materialmen’s, mechanics’, carriers’, warehousemen’s, processors’ or landlords’ and other nonconsensual statutory liens incurred in the ordinary course of business, which (i) are not overdue for a period of more than sixty (60) days, or if more than sixty (60) days overdue, no action has been taken to enforce such Liens or such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Company or any of its Subsidiaries; (d) Liens arising from good faith performance of bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds, and other obligations of like nature arising in the ordinary course of such

B-10 105447057.13 Person’s business, including, without limitation, deposits and pledges of funds securing Permitted Commodity Hedging Obligations; (e) encumbrances in the nature of zoning restrictions, easements, rights of way or restrictions of record on the use of real property, which in the aggregate do not, in any material respect, impair the use thereof in the ordinary conduct of business; (f) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Company and its Subsidiaries; (g) Liens securing Indebtedness incurred in connection with Capitalized Leases; provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related property and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i) or securing appeal or other surety bonds relating to such judgments; (i) Liens on property (i) of any Person which are in existence at the time that such Person is acquired pursuant to an Acquisition that constitutes a Permitted Investment and (ii) of the Company or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Company or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Acquisition, purchase or other acquisition, (B) such Liens are not “blanket” or all asset Liens and (C) such Liens do not attach to any other property of the Company or any of its Subsidiaries; (j) (i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary institution in connection with statutory, common law and contractual rights relating to liens, rights of set-off, recoupment or similar rights with respect to any deposit account or other fund of the Company or any Subsidiary thereof; (k) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

B-11 105447057.13 (l) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or its Subsidiaries or materially detract from the value of the relevant assets of the Company or its Subsidiaries or (ii) secure any Indebtedness; (m) Liens incurred in connection with the Permitted Securitization; (n) pledges or deposits made in the ordinary course of business to secure payment of worker’s compensation insurance, unemployment insurance, pensions or social security programs; (o) Liens arising from good faith deposits in connection with or to secure performance of statutory obligation and surety and appeal bonds; (p) Liens on the proceeds of assets that were subject to Liens permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets; (q) any Lien on any assets securing purchase money Indebtedness or Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, developing, operating, constructing, altering, repairing or improving all or part of such assets; provided such Lien attached to such asset concurrently with or within ninety (90) days after the acquisition thereof, completion of construction, improvement or repair, or commencement of commercial operation of such assets; (r) Liens constituted by a right of set off or rights over a margin call account, or any form of cash collateral, or any similar arrangement, securing Permitted Commodity Hedging Obligations and/or physical trade obligations; (s) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in the aggregate principal amount not to exceed the greater of (i) 15% of Consolidated Net Worth (as determined at the end of the most recently ended fiscal quarter) or (ii) $75,000,000 at any time outstanding, less any amount outstanding under the Permitted Securitization; provided that, notwithstanding the foregoing, the Company will not, and will not permit any Subsidiary to, grant any Liens securing Indebtedness outstanding under or in relation to any Principal Credit Facility or any private placement document pursuant to which the Company has issued senior notes, whether now existing or existing in the future, pursuant to this subsection (s) unless and until all obligations of the Company under this Agreement and, with respect to the Company only, the Notes, shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation in form and substance reasonably satisfactory to the Required Holders, and (t) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the foregoing clauses

B-12 105447057.13 (a) through (r) for amounts not exceeding the principal of the indebtedness (including undrawn commitments) secured by the Lien so extended, renewed or replaced; provided that such extension, renewal or replacement Lien is limited to all or part of the same property or assets that were covered by the Lien extended, renewed, or replaced (plus improvements on such property or assets); provided, however, notwithstanding the foregoing, Permitted Liens shall not include (1) other than the Permitted Securitization, Liens on the accounts receivable of the Company and its Subsidiaries generated from the sale of natural gas, (2) Liens on the natural gas inventory of the Company and its Subsidiaries, (3) Liens imposed by ERISA, the creation of which would result in an Event of Default under Section 11(j) and (4) Liens on any of the common stock of any Subsidiary of the Company. “Permitted Securitization” shall mean any sale, assignment, conveyance, grant or contribution, or series of related sales, assignments, conveyances, grants or contributions, by the Company of any accounts receivable and related rights from its sale of natural gas, and any supporting obligations and other financial assets related thereto not to exceed in the aggregate $75,000,000, that are transferred, or in respect of which security interests are granted in one or more transactions that are customary for asset securitizations of such receivables to a trust, corporation or other entity, where the purchase of such receivables is funded or exchanged in whole or in part by the incurrence or issuance by the purchaser, grantee or any successor entity of indebtedness or Securities that are to receive payments from, or that represent interests in, the cash flow derived primarily from such receivable (provided, however, that “indebtedness” as used in this definition shall not include indebtedness incurred by any trust, partnership or other Person established by the Company or any of its Subsidiaries to implement a Permitted Securitization owed to the Company or any of its Subsidiaries, which indebtedness represents all or a portion of the purchase price or other consideration paid by such trust, partnership or other Person for such receivables or interests therein). “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. “Principal Credit Facility” means (a) the Wells Facility and (b) each existing credit, loan or borrowing facility or note purchase facility (individually a “facility”) having an aggregate commitment equal to or greater than $50,000,000 (or its equivalent in any other currency) and (c) any other facility (including any renewal or extension of a then existing facility) entered into on or after the date of the Closing by the Company in a principal amount equal to or greater than $50,000,000 (or its equivalent in any other currency), in each case as may be amended, supplemented, modified, refinanced or replaced from time to time “property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

B-13 105447057.13 “Property Reinvestment Application” means, with respect to any transfer of property, the application of an amount equal to the proceeds with respect to such transfer to the acquisition by the Company or any of its Subsidiaries of operating assets for the Company or any Subsidiary to be used in the principal business of such Person (or of an entity owning operating assets, in which event the Property Reinvestment Application shall be limited to the Fair Market Value of such operating assets). “PTE” is defined in Section 6.2(a). “Purchaser” is defined in the first paragraph of this Agreement. “QPAM Exemption” is defined in Section 6.2(d). “Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act. “Registrar” means UMB Bank & Trust, N.A. or such other Person as appointed by the Company from time to time. “Reinvestment Yield” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor. “Remaining Average Life” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Remaining Scheduled Payments” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Reported” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Required Holders” means at any time (a) prior to the First Closing, the Purchasers, and (b) on or after the First Closing, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates), provided that, prior to the Second Closing, for purposes of this clause (b), the Notes scheduled to be issued at the Second Closing shall be deemed to be outstanding.

B-14 105447057.13 “Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement. “SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto. “Second Closing” is defined in Section 3. “Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act. “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. “Senior Debt” shall mean and include (i) any Indebtedness of the Company (other than Indebtedness owing to any Subsidiary or Affiliate) except for any Indebtedness that is expressed to be junior or subordinate to any other Indebtedness of the Company, and (ii) any Indebtedness of a Subsidiary (other than Indebtedness owing to the Company, any other Subsidiary or any Affiliate). “Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company. “Series” means any series of Notes issued pursuant to this Agreement or any Supplement hereto. “Series 2015 Notes” is defined in Section 1.1 of this Agreement. “Settlement Date” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of the First Closing) of the Company. “Source” is defined in Section 6.2. “Static GAAP” is defined in Section 22.3. “Subsequent Changes” is defined in Section 22.3 “Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of

B-15 105447057.13 such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company. “Subsidiary Guaranty Agreement” means a Subsidiary Guaranty Agreement substantially in the form of Exhibit 9.8 hereto. “Subsidiary Guarantor” means each Subsidiary that executes and delivers a Subsidiary Guaranty Agreement pursuant to Section 9.8. “Supplement” is defined in Section 1.2 of this Agreement. “SVO” means the Securities Valuation Office of the NAIC or any successor to such Office. “Swap Contract” shall mean any interest rate or currency swap agreement, interest rate or currency future agreement, interest rate collar agreement, swap agreement (as defined in 11 U.S.C. § 101), interest rate or currency hedge agreement, and any put, call or other agreement or arrangement designed to protect a Person against fluctuations in interest rates or currency exchange rates. “Swap Termination Value” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts. “Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for United States federal income tax purposes, other than any such lease under which such Person is the lessor. “tranche” means all Notes of a Series having the same maturity, interest rate and schedule for mandatory prepayments and designated the same tranche. “Tranche A Notes” is described in Section 1.1 of this Agreement. “Tranche B Notes” is described in Section 1.1 of this Agreement.

B-16 105447057.13 “USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. “U.S. Economic Sanctions” is defined in Section 5.16(a). “Wells Facility” means the Loan Agreement, dated as of September 2, 2014, as it may be amended from time to time, amongst the Company, the banks from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for the banks “Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

SCHEDULE 5.3 (to Master Note Purchase Agreement) 105447057.13 DISCLOSURE MATERIALS  Private Placement Memorandum dated May 8, 2015.  Letter dated May 19, 2015 from the United States Securities and Exchange Commission relating to The Laclede Group, Inc, and Laclede Gas Company Form 10-K for the fiscal year ended September 30, 2014 and Form 10-Q for the quarterly period ended March 31, 2015 and Alabama Gas Corporation Amendment No. 1 to Form 10-K for the transition period from January 1, 2014 to September 30, 2014.  Alabama Gas Corporation Debt Private Placement presentation dated May 13, 2015.

SCHEDULE 5.4 (to Master Note Purchase Agreement) 105447057.13 SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK None.

SCHEDULE 5.5 (to Master Note Purchase Agreement) 105447057.13 FINANCIAL STATEMENTS Financial Statements Delivered to Purchasers  Form 10-K filed by Energen Corporation and Alabama Gas Corporation for the year ended December 31, 2013.  Form 10-KT/A filed by Alabama Gas Corporation for the nine months ended September 30, 2014.  Form 10-Q filed by The Laclede Group, Laclede Gas and Alabama Gas Corporation for the quarterly period ended December 31, 2014.  Form 10-Q filed by The Laclede Group, Laclede Gas and Alabama Gas Corporation for the quarterly period ended March 31, 2015.

SCHEDULE 5.15 (to Master Note Purchase Agreement) 105447057.13 EXISTING INDEBTEDNESS 5.37% Notes due 12/1/2015 $80,000,000 5.20% Notes due 1/15/2020 40,000,000 3.86% Notes due 12/22/2021 50,000,000 5.90% Notes due 1/15/2037 45,000,000 Short-term advances under bank line of credit, as of 3/31/15 $25,000,000

SCHEDULE 9.8 (to Master Note Purchase Agreement) 105447057.13 SUBSIDIARY GUARANTORS TO PRINCIPAL CREDIT FACILITIES None.

EXHIBIT 1(a) (to Master Note Purchase Agreement) 105447057.13 [FORM OF SERIES 2015 NOTE, TRANCHE A] ALABAMA GAS CORPORATION 3.21% SERIES 2015 SENIOR NOTE, TRANCHE A, DUE SEPTEMBER 15, 2025 No. [_____] [Date] $[_______] PPN 01029# AC5 FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, hereby promises to pay to [____________], or its registered assigns, the principal sum of [_____________________] DOLLARS (or so much thereof as shall not have been prepaid) on September 15, 2025, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.21% per annum from the date hereof, payable semi-annually, on the 15th day of March and September in each year, commencing with the March 15th or September 15th next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 5.21% and (ii) 2.0% over the rate of interest publicly announced by Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A., St. Louis, Missouri or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of June 5, 2015 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat

1(a)-2 105447057.13 the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. ALABAMA GAS CORPORATION By ____________________________________ Name: Title:

EXHIBIT 1(b) (to Master Note Purchase Agreement) 105447057.13 [FORM OF SERIES 2015 NOTE, TRANCHE B] ALABAMA GAS CORPORATION 4.31% SERIES 2015 SENIOR NOTE, TRANCHE B, DUE DECEMBER 1, 2045 No. [_____] [Date] $[_______] PPN 01029# AD3 FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, hereby promises to pay to [____________], or its registered assigns, the principal sum of [_____________________] DOLLARS (or so much thereof as shall not have been prepaid) on December 1, 2045, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.31% per annum from the date hereof, payable semi-annually, on the 1st day of June and December in each year, commencing with the June 1st or December 1st next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.31% and (ii) 2.0% over the rate of interest publicly announced by Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A., St. Louis, Missouri or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of June 5, 2015 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat

1(b)-2 105447057.13 the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. ALABAMA GAS CORPORATION By ____________________________________ Name: Title:

EXHIBIT 4.4(a) (to Master Note Purchase Agreement) 105447057.13 FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY The opinions of Stinson Leonard Street LLP and Jones Walker LLP, counsel for the Company, shall be to the effect that (in each case, subject to reasonable and customary assumptions, exceptions, qualifications and limitations): 1. The Company (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Alabama and (b) is duly qualified as a foreign corporation and is in good standing in all of the states where the nature of its business or the ownership or use of property requires such qualification, except where the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 2. The Company has full corporate right, power and authority to execute, deliver and perform its obligations under the Note Purchase Agreement and the Series 2015 Notes and has duly taken or caused to be taken all necessary corporate actions to authorize the execution, delivery and performance of the Note Purchase Agreement and the Series 2015 Notes. 3. The Note Purchase Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms. 4. The Series 2015 Notes have been duly authorized, executed and delivered by the Company and, when paid for by the Purchasers in accordance with the terms of the Note Purchase Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms. 5. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority by the Company is required under any law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement) in connection with the execution, delivery or performance by the Company of the Note Purchase Agreement or the Series 2015 Notes that has not already been obtained. 6. The consummation of the transactions contemplated by the Note Purchase Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, (a) any Material indenture, mortgage, deed of trust or other Material agreement or instrument known to us after due inquiry to which the Company is a party or by which it is bound or to which any of the property of the Company is subject; (b) the Articles of Incorporation or Bylaws of the Company; or (c) any Material order of any Governmental Authority having jurisdiction over the Company or any of its properties under any law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement).

4.4(a)-2 105447057.13 7. Except as disclosed under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q or as otherwise disclosed in the Disclosure Documents, to the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or which the property of the Company is subject, before or brought by any Governmental Authority, which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by the Note Purchase Agreement or the performance by the Company of its obligations thereunder. 8. Assuming, without independent investigation, (a) the accuracy of the representations and warranties of, and the performance by such Persons of the covenants of, the Company and the Purchasers contained in the Note Purchase Agreement and (b) that neither the Company nor any other Person will, after the offer, issue, sale and delivery of the Series 2015 Notes, take or omit to take any action which could cause such offer, issue sale or delivery not to constitute an exempted transaction under the Securities Act, it is not necessary in connection with such offer, issue, sale or delivery to register the Series 2015 Notes under the Securities Act or to qualify the Note Purchase Agreement under the Trust Indenture Act of 1939, as amended. 9. Assuming the Company’s compliance with Section 5.14 of the Note Purchase Agreement, the execution, delivery and performance of the Note Purchase Agreement by the Company will not violate or result in a violation of Regulation T, U or X of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part 220, Part 221 and Part 224, respectively. For purposes of this opinion, we have assumed that none of the Purchasers is a “creditor” as defined in Regulation T. 10. The Company is not, and after giving effect to the offering and sale of the Series 2015 Notes, and the application of the proceeds thereof as described in the Note Purchase Agreement will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

EXHIBIT 4.4(b) (to Master Note Purchase Agreement) 105447057.13 FORM OF OPINION OF SPECIAL COUNSEL TO THE PURCHASERS [TO BE PROVIDED ON A CASE BY CASE BASIS]

EXHIBIT 9.8 (to Master Note Purchase Agreement) 105447057.13 FORM OF SUBSIDIARY GUARANTY AGREEMENT FORM OF SUBSIDIARY GUARANTY AGREEMENT Dated as of [_____________, 20__] of [NAME OF GUARANTOR(S)]

-i- 105447057.13 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. GUARANTY ...................................................................................................1 SECTION 2. OBLIGATIONS ABSOLUTE ..............................................................................3 SECTION 3. WAIVER ........................................................................................................3 SECTION 4. OBLIGATIONS UNIMPAIRED ..........................................................................4 SECTION 5. SUBROGATION AND SUBORDINATION ...........................................................5 SECTION 6. REINSTATEMENT OF GUARANTY ...................................................................6 SECTION 7. RANK OF GUARANTY ....................................................................................6 SECTION 8. RESERVED .....................................................................................................6 SECTION 9. REPRESENTATIONS AND WARRANTIES OF [EACH][THE] GUARANTOR .................................................................................................6 Section 9.1. Organization; Power and Authority .......................................................6 Section 9.2. Authorization, Etc ..................................................................................6 Section 9.3. Reserved .................................................................................................7 Section 9.4. Compliance with Laws, Other instruments, Etc ....................................7 Section 9.5. Governmental Authorizations, Etc.........................................................7 Section 9.6. Reserved .................................................................................................7 Section 9.7. Solvency .................................................................................................7 SECTION 10. RESERVED .....................................................................................................7 SECTION 11. TERM OF SUBSIDIARY GUARANTY AGREEMENT ...........................................7 SECTION 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT .................................................................................................8 SECTION 13. AMENDMENT AND WAIVER. .........................................................................8 Section 13.1. Requirements .........................................................................................8 Section 13.2. Solicitation of Holders of Notes ............................................................8 Section 13.3. Binding Effect ........................................................................................9 Section 13.4. Notes Held by Company, Etc.................................................................9 SECTION 14. NOTICES ........................................................................................................9

-ii- 105447057.13 SECTION 15. MISCELLANEOUS ..........................................................................................9 Section 15.1. Successors and Assigns; Joinder ............................................................9 Section 15.2. Severability ..........................................................................................10 Section 15.3. Construction .........................................................................................10 Section 15.4. Further Assurances...............................................................................10 Section 15.5. Governing Law ....................................................................................10 Section 15.6. Jurisdiction and Process; Waiver of Jury Trial ....................................10

105447057.13 SUBSIDIARY GUARANTY AGREEMENT THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of [_______________, 20__] (this “Subsidiary Guaranty Agreement”), is made by [each of] the undersigned ([each a][the] “Guarantor” and, together with [each of the other signatories hereto and] any other entities from time to time parties hereto pursuant to Section 15.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.” PRELIMINARY STATEMENTS: I. Alabama Gas Corporation, an Alabama corporation (the “Company”), has entered into a Master Note Purchase Agreement dated as of June 5, 2015 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”). Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein. II. The Company has authorized the issuance, pursuant to the Note Agreement, of its (a) 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 in the aggregate principal amount of $35,000,000 and (b) 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 in the aggregate principal amount of $80,000,000. Pursuant to the Note Agreement, the Company has issued and sold (a) $35,000,000 aggregate principal amount of its 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 and (b) $80,000,000 aggregate principal amount of its 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 (collectively, the “Initial Notes”). The Company is authorized to issue Additional Notes (as such term is defined in the Note Agreement) of one or more separate series from time to time pursuant to Section 1.2 of the Note Agreement. The Initial Notes, the Additional Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”. III. Pursuant to the Note Agreement, the Company is required to cause [each][the] Guarantor to deliver this Subsidiary Guaranty Agreement to the holders. IV. [Each][The] Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement. The [Board of Directors] of [each][the] Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor. NOW THEREFORE, in compliance with the Note Agreement, and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, [each][the] Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

9.8-2 105447057.13 SECTION 1. GUARANTY. [Each][The] Guarantor hereby irrevocably, unconditionally [and jointly and severally with the other Guarantors] guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post- petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, [each][the] Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. [Each][The] Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement. [Each][The] Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor[, by any other Guarantor] or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes or the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement. [Each][The] Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with [the other Guarantors and] any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement. Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, the holders (on behalf of themselves and their successors and assigns) and [each][the] Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the

9.8-3 105447057.13 Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of [any][the] Guarantor or any holder and shall be deemed to have been automatically consented to by [each][the] Guarantor and each holder. [Each][The] Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Subsidiary Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law. SECTION 2. OBLIGATIONS ABSOLUTE. Subject to Section 9.8(c) of the Note Agreement, the obligations of [each][the] Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other instrument referred to therein (it being agreed that the obligations of [each][the] Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of [any][the] Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of [any][the] Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with [any][the] Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to [any][the] Guarantor or to any subrogation, contribution or reimbursement rights [any][the] Guarantor may otherwise have. [Each][The] Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder or otherwise in accordance with Section 9.8(c) of the Note Agreement.

9.8-4 105447057.13 SECTION 3. WAIVER. [Each][The] Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes, the Note Agreement or any other instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or [any][the] Guarantor with respect to any Note, notice to the Company or to [any][the] Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder. SECTION 4. OBLIGATIONS UNIMPAIRED. [Each][The] Guarantor authorizes the holders, without notice or demand to such Guarantor [or any other Guarantor] and without affecting its obligations hereunder, from time to time: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note Agreement or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement or any other instrument referred to therein, for the performance of this Subsidiary Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company, [any][the] Guarantor or any other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, such Guarantor [or any other Guarantor] or any other Person or to pursue any other remedy available to the holders. If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, [any][the] Guarantor or

9.8-5 105447057.13 any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Guarantor agrees that, for purposes of this Subsidiary Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations. SECTION 5. SUBROGATION AND SUBORDINATION. (a) [Each][The] Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Subsidiary Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash. (b) [Each][The] Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of [any][the] Guarantor under this Subsidiary Guaranty Agreement. (c) If any amount or other payment is made to or accepted by [any][the] Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Subsidiary Guaranty Agreement. (d) [Each][The] Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits. (e) [Each][The] Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any guarantor that has not paid its

9.8-6 105447057.13 Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is made by such guarantor seeking contribution and [each][the] Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of [any][the] Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and [each][the] Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations. SECTION 6. REINSTATEMENT OF GUARANTY. This Subsidiary Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made. SECTION 7. RANK OF GUARANTY. [Each][The] Guarantor will ensure that its payment obligations under this Subsidiary Guaranty Agreement will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Guarantor now or hereafter existing. SECTION 8. RESERVED. SECTION 9. REPRESENTATIONS AND WARRANTIES OF [EACH][THE] GUARANTOR. [Each][The] Guarantor represents and warrants to each holder as follows: Section 9.1. Organization; Power and Authority. Such Guarantor is a [_______________]1, duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of [__________]2, and is duly qualified as a foreign [_______________]3 and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so 1 Insert type of entity and jurisdiction. 2 Insert appropriate entity formation (e.g., incorporation, organization, etc.) 3 Insert type of entity.

9.8-7 105447057.13 qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the [__________]4 power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Subsidiary Guaranty Agreement and to perform the provisions hereof. Section 9.2. Authorization, Etc. This Subsidiary Guaranty Agreement has been duly authorized by all necessary [__________]5 action on the part of such Guarantor, and this Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 9.3. Reserved. Section 9.4. Compliance with Laws, Other instruments, Etc. The execution, delivery and performance by such Guarantor of this Subsidiary Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor or any of its Subsidiaries under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other Material agreement or instrument to which such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any of its Subsidiaries or (c) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries. Section 9.5. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Guarantor of this Subsidiary Guaranty Agreement, [other than [__], which consent, approval or authorization or registration, filing or declaration has been obtained or made, as applicable]. Section 9.6. Reserved 4 Insert appropriate form of action (e.g., corporate, limited liability company, etc.). 5 Insert appropriate entity power.

9.8-8 105447057.13 Section 9.7. Solvency. Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business. SECTION 10. RESERVED. SECTION 11. TERM OF SUBSIDIARY GUARANTY AGREEMENT. Except as set forth in Section 9.8(c) of the Note Agreement, this Subsidiary Guaranty Agreement and all guarantees, covenants and agreements of the Guarantor[s] contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6. SECTION 12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Subsidiary Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other instrument delivered by or on behalf of [a][the] Guarantor pursuant to this Subsidiary Guaranty Agreement shall be deemed representations and warranties of such Guarantor under this Subsidiary Guaranty Agreement. Subject to the preceding sentence, this Subsidiary Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantors and supersedes all prior agreements and understandings relating to the subject matter hereof. SECTION 13. AMENDMENT AND WAIVER. Section 13.1. Requirements. Except as otherwise provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement, this Subsidiary Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of [each][the] Guarantor and the Required Holders, except that no amendment or waiver (a) of any of the first three paragraphs of Section 1 or any of the provisions of Section 2, 3, 4, 5, 6, 7, 11 or 13 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the liability of [any][the] Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing. Section 13.2. Solicitation of Holders of Notes. (a) Solicitation. [Each][The] Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with reasonably sufficient information, reasonably sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or

9.8-9 105447057.13 consent in respect of any of the provisions hereof. [Each][The] Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the Required Holders. (b) Payment. The Guarantor[s] will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment. Section 13.3. Binding Effect. Any amendment or waiver consented to as provided in this Section 13 applies equally to all holders and is binding upon them and upon each future holder and upon [each][the] Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between [a][the] Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder. As used herein, the term “this Subsidiary Guaranty Agreement” and references thereto shall mean this Subsidiary Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time. Section 13.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Subsidiary Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by [any][the] Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding. SECTION 14. NOTICES. All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail (to those recipients who have provided email addresses specifically for such purpose to the other parties hereto) if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: (a) if to [any][the] Guarantor, to [__________________________________], or such other address as such Guarantor shall have specified to the holders in writing, or

9.8-10 105447057.13 (b) if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Agreement, or such other address as such holder shall have specified to the Guarantor[s] in writing. SECTION 15. MISCELLANEOUS. Section 15.1. Successors and Assigns; Joinder. All covenants and other agreements contained in this Subsidiary Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not. It is agreed and understood that any Person may become a Guarantor hereunder by executing a Subsidiary Guarantor Supplement substantially in the form of Exhibit A attached hereto and delivering the same to the holders. Any such Person shall thereafter be a “Guarantor” for all purposes under this Subsidiary Guaranty Agreement. Section 15.2. Severability. Any provision of this Subsidiary Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction. Section 15.3. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. The section and subsection headings in this Subsidiary Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Subsidiary Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections, unless otherwise indicated, are to sections of this Subsidiary Guaranty Agreement. Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires. Section 15.4. Further Assurances. [Each][The] Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Subsidiary Guaranty Agreement. Section 15.5. Governing Law. This Subsidiary Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

9.8-11 105447057.13 Section 15.6. Jurisdiction and Process; Waiver of Jury Trial. (a) Each party to this Subsidiary Guaranty Agreement hereby irrevocably submits to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Subsidiary Guaranty Agreement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, each party to this Subsidiary Guaranty Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) [Each][The] Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 14 or at such other address of which such holder shall then have been notified pursuant to Section 14. [Each][The] Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against [any][the] Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) THE GUARANTOR[S] AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SUBSIDIARY GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

9.8-12 105447057.13 IN WITNESS WHEREOF, [each][the] Guarantor has caused this Subsidiary Guaranty Agreement to be duly executed and delivered as of the date and year first above written. [NAME OF GUARANTOR] By: ___________________________________ Name: Title: Notice Address for such Guarantor ______________________________________ _______________________________________ _______________________________________ [NAME OF GUARANTOR] By: ___________________________________ Name: Title: Notice Address for such Guarantor ______________________________________ _______________________________________ _______________________________________

9.8-13 105447057.13 EXHIBIT A SUBSIDIARY GUARANTOR SUPPLEMENT THIS SUBSIDIARY GUARANTOR SUPPLEMENT (the “Subsidiary Guarantor Supplement”), dated as of [__________, 20__] is made by [__________], a [____________]6 (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Agreement described below: PRELIMINARY STATEMENTS: I. Pursuant to the Master Note Purchase Agreement dated as of June 5, 2015 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”), by and among Alabama Gas Corporation, an Alabama corporation (the “Company”), and the Persons listed on the signature pages thereto (the “Purchasers”), the Company has issued and sold (a) $35,000,000 aggregate principal amount of its 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 and (b) $80,000,000 aggregate principal amount of its 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 (collectively, the “Initial Notes”). The Company is authorized to issue Additional Notes (as such term is defined in the Note Agreement) of one or more separate series from time to time pursuant to Section 1.2 of the Note Agreement. The Initial Notes, the Additional Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”. II. The Company is required pursuant to the Note Agreement to cause the Additional Guarantor to deliver this Subsidiary Guarantor Supplement in order to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guaranty Agreement dated as of [____________, 20__] executed by [certain Subsidiaries of the Company] (together with each entity that from time to time becomes a party thereto by executing a Subsidiary Guarantor Supplement pursuant to Section 15.1 thereof, collectively, the “Guarantors”) in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”). III. The Additional Guarantor has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms and conditions of the Note Agreement and the Notes issued thereunder. IV. Capitalized terms used and not otherwise defined herein have the definitions set forth in the Note Agreement. 6 Insert type of entity and jurisdiction.

9.8-14 105447057.13 Now therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Agreement and to enable the Company to comply with the terms of the Note Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders as follows: The Additional Guarantor hereby becomes a Guarantor (as defined in the Subsidiary Guaranty Agreement) for all purposes of the Subsidiary Guaranty Agreement. Without limiting the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantor[s] under the Subsidiary Guaranty Agreement, guarantees to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance and observance of all Guaranteed Obligations (as defined in Section 1 of the Subsidiary Guaranty Agreement) in the same manner and to the same extent as is provided in the Subsidiary Guaranty Agreement, (b) accepts and agrees to perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Subsidiary Guaranty Agreement, (d) makes the representations and warranties set forth in Section 9 of the Subsidiary Guaranty Agreement and (e) waives the rights, submits to jurisdiction, and waives service of process as described in Section 15.6 of the Subsidiary Guaranty Agreement. Notice of acceptance of this Subsidiary Guarantor Supplement and of the Subsidiary Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor. The address for notices and other communications to be delivered to the Additional Guarantor pursuant to Section 14 of the Subsidiary Guaranty Agreement is set forth below. IN WITNESS WHEREOF, the Additional Guarantor has caused this Subsidiary Guarantor Supplement to be duly executed and delivered as of the date and year first above written. [NAME OF GUARANTOR] By: ___________________________________ Name: Title: Notice Address for such Guarantor ______________________________________ _______________________________________ _______________________________________

EXHIBIT S (to Master Note Purchase Agreement) 105447057.13 ALABAMA GAS CORPORATION [NUMBER] SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of [_____________] Re: $[____________] [_____]% Series [_______] Senior Notes due [__________________]

105447057.13 ALABAMA GAS CORPORATION Dated as of [_____________] To the Purchaser(s) named in Schedule A hereto Ladies and Gentlemen: This [Number] Supplement to Master Note Purchase Agreement (this “Supplement”) is between ALABAMA GAS CORPORATION, an Alabama corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”). Reference is hereby made to that certain Master Note Purchase Agreement dated as of June 5, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A thereto. All capitalized definitional terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 1.2 of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement. The Company hereby agrees with the Purchaser(s) as follows: 1. The Company has authorized the issue and sale of $[__________] aggregate principal amount of its [_____]% Series [____] Senior Notes due [___________] (the “Series ______ Notes”). The Series [____] Notes, together with the Series 2015 Notes [and the Series ____ Notes] initially issued pursuant to the Note Purchase Agreement [and the _________ Supplement] and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series [____] Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company. 2. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, Series [____] Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned. 3. The sale and purchase of the Series [____] Notes to be purchased by each Purchaser shall occur at the offices of [______________________] at 10:00 A.M. Chicago time, at a closing (the “Closing”) on [___________] or on such other Business Day thereafter on or prior

S-2 105447057.13 to [___________] as may be agreed upon by the Company and the Purchasers. At the Closing, the Company will deliver to each Purchaser the Series [____] Notes to be purchased by such Purchaser in the form of a single Series [____] Note (or such greater number of Series [____] Notes in denominations of at least $250,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company, with wire instructions to be provided by the Company to the Purchaser at least three Business Days prior to the Closing date in accordance with Section 4. If, at the Closing, the Company shall fail to tender such Series [____] Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. 4. The obligation of each Purchaser to purchase and pay for the Series [____] Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement (giving effect to any changes to the representations and warranties set forth in the Note Purchase Agreement effectuated by this Supplement) with respect to the Series [____] Notes to be purchased at the Closing, and to the following additional conditions: (a) Except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of Closing and the Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled. (b) The Company shall have consummated the sale of the entire principal amount of the Notes scheduled to be sold at the Closing pursuant to this Supplement. 5. [Insert special provisions for Series [____] Notes including prepayment provisions applicable to Series [____] Notes (including Make-Whole Amount) and closing conditions applicable to Series [____] Notes]. 6. Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series [____] Notes by such Purchaser. 7. Subject to the terms of this Supplement, the Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement. The execution hereof shall constitute a contract between the Company and the Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be

S-3 105447057.13 executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. ALABAMA GAS CORPORATION By________________________ Name: Title: Accepted as of __________ [VARIATION] By________________________ Name: Title:

SCHEDULE A (to Supplement) 105447057.13 INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF SERIES [____] NOTES TO BE PURCHASED [NAME OF PURCHASER] $ (1) All payments by wire transfer of immediately available funds to: with sufficient information to identify the source and application of such funds. (2) All notices of payments and written confirmations of such wire transfers: (3) All other communications:

EXHIBIT A (to Supplement) 105447057.13 SUPPLEMENTAL REPRESENTATIONS The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all Material respects as of the date hereof with respect to the Series [____] Notes with the same force and effect as if each reference to “Series 2015 Notes” set forth therein was modified to refer the “Series [____] Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the [______] Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby: Section 5.3. Disclosure. The Company, through its agent, [________________], has delivered to each Purchaser a copy of a Private Placement Memorandum, dated [____________] (the “Memorandum”), relating to the transactions contemplated by the [______] Supplement. The Note Purchase Agreement, the [______] Supplement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreement and the [______] Supplement and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (the Note Purchase Agreement, the [______] Supplement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to [circle date] being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since [last audit date], there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the [______] Supplement is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series [_____] Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than [____] other Institutional Investors, each of which has been offered the Series [_____] Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series [_____] Notes to the registration

A-2 105447057.13 requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction. Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series [_____] Notes as set forth under the heading [“Summary of Proposed Note Offering” of the Memorandum]. No part of the proceeds from the sale of the Series [_____] Notes under the [______] Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 to the [______] Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of [____________] (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than as permitted hereunder). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $10,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections and/or modify any other Sections as appropriate at the time the Series [____] Notes are issued]

EXHIBIT 1 (to Supplement) 105447057.13 [FORM OF SERIES [_____] NOTE] ALABAMA GAS CORPORATION [____]% SERIES [_____] SENIOR NOTE, [TRANCHE ___], DUE [_____________] No. [_____] [Date] $[_______] PPN [__________] FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, hereby promises to pay to [____________], or its registered assigns, the principal sum of [_____________________] DOLLARS (or so much thereof as shall not have been prepaid) on [______________], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of [_____]% per annum from the date hereof, payable semi-annually, on the [___] day of [__________] and [__________] in each year, commencing with the [__________] or [__________] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [____]% and (ii) 2.0% over the rate of interest publicly announced by Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Supplement to the Master Note Purchase Agreement, dated as of June 5, 2015 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized

1-2 105447057.13 in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. ALABAMA GAS CORPORATION By ____________________________________ Name: Title:

EX-31

Exhibit 31.3

CERTIFICATION

I, Suzanne Sitherwood, certify that:

1. I have reviewed this quarterly report Form 10-Q of Alabama Gas Corporation;

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			Chairman of the Board and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-31

Exhibit 31.1

CERTIFICATION

I, Suzanne Sitherwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Suzanne Sitherwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			Chairman of the Board and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

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

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

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

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

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

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

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

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

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

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

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32

Exhibit 32.3

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Alabama Gas Corporation.

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			Chairman of the Board and Chief Executive Officer

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Alabama Gas Corporation.

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32

Exhibit 32.1

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32.2

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date:	August 5, 2015	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			Chairman of the Board and Chief Executive Officer

Section 1350 Certification

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

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date:	August 5, 2015	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

XML

INFORMATION BY OPERATING SEGMENT - Schedule of Operating Segment Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 275.2	$ 241.8	$ 1,772.2	$ 1,404.9
Total Operating Revenues	275.2	241.8	1,772.2	1,404.9
Gas utility
Natural and propane gas	57.7	49.3	844.8	696.4
Other operation and maintenance expenses	90.6	73.0	291.5	207.3
Depreciation and amortization	32.5	18.4	96.7	58.5
Taxes, other than income taxes	26.2	22.2	119.9	92.6
Total Gas Utility Operating Expenses	207.0	162.9	1,352.9	1,054.8
Gas Marketing	27.4	50.0	129.5	166.8
Other	4.8	4.2	8.8	8.5
Total Operating Expenses	239.2	217.1	1,491.2	1,230.1
Operating Income	36.0	24.7	281.0	174.8
Net Economic Earnings (Loss)	11.1	14.5	154.4	102.5
ASSETS
Total Assets	5,082.9		5,082.9		$ 5,074.0
Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Eliminations
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Total Operating Revenues	(15.9)	(28.6)	(58.4)	(74.0)
Gas utility
Natural and propane gas	(15.5)	(28.3)	(57.3)	(73.3)
Other operation and maintenance expenses	(0.3)	(0.3)	(0.8)	(0.7)
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	(15.8)	(28.6)	(58.1)	(74.0)
Gas Marketing	0.0	0.0	0.0	0.0
Other	(0.1)	0.0	(0.3)	0.0
Total Operating Expenses	(15.9)	(28.6)	(58.4)	(74.0)
Operating Income	0.0	0.0	0.0	0.0
Net Economic Earnings (Loss)	0.0	0.0	0.0	0.0
ASSETS
Total Assets	(1,109.0)		(1,109.0)		(1,178.4)
Eliminations | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	(15.9)	(28.6)	(58.4)	(74.0)
Gas Utility | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	260.2	214.0	1,688.6	1,283.6
Total Operating Revenues	261.2	214.2	1,692.6	1,288.1
Gas utility
Natural and propane gas	73.2	77.6	902.1	769.7
Other operation and maintenance expenses	90.9	73.3	292.3	208.0
Depreciation and amortization	32.5	18.4	96.7	58.5
Taxes, other than income taxes	26.2	22.2	119.9	92.6
Total Gas Utility Operating Expenses	222.8	191.5	1,411.0	1,128.8
Gas Marketing	0.0	0.0	0.0	0.0
Other	0.0	0.0	0.0	0.0
Total Operating Expenses	222.8	191.5	1,411.0	1,128.8
Operating Income	38.4	22.7	281.6	159.3
Net Economic Earnings (Loss)	16.5	13.3	162.8	93.8
ASSETS
Total Assets	4,480.1		4,480.1		4,520.0
Gas Utility | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	1.0	0.2	4.0	4.5
Gas Marketing | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	14.5	27.1	82.3	120.2
Total Operating Revenues	28.9	55.0	135.2	188.2
Gas utility
Natural and propane gas	0.0	0.0	0.0	0.0
Other operation and maintenance expenses	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing	27.4	50.0	129.5	166.8
Other	0.0	0.0	0.0	0.0
Total Operating Expenses	27.4	50.0	129.5	166.8
Operating Income	1.5	5.0	5.7	21.4
Net Economic Earnings (Loss)	0.5	1.9	3.0	9.8
ASSETS
Total Assets	151.2		151.2		156.7
Gas Marketing | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	14.4	27.9	52.9	68.0
Other | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.5	0.7	1.3	1.1
Total Operating Revenues	1.0	1.2	2.8	2.6
Gas utility
Natural and propane gas	0.0	0.0	0.0	0.0
Other operation and maintenance expenses	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing	0.0	0.0	0.0	0.0
Other	4.9	4.2	9.1	8.5
Total Operating Expenses	4.9	4.2	9.1	8.5
Operating Income	(3.9)	(3.0)	(6.3)	(5.9)
Net Economic Earnings (Loss)	(5.9)	(0.7)	(11.4)	(1.1)
ASSETS
Total Assets	1,560.6		1,560.6		$ 1,575.7
Other | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 0.5	$ 0.5	$ 1.5	$ 1.5

XML

REGULATORY MATTERS (Details)	9 Months Ended
	Jun. 30, 2015
Regulated Operations [Abstract]
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided	15 years

XML

INFORMATION BY OPERATING SEGMENT (Tables)

9 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Schedule of operating segment information

($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	260.2	$	14.5	$	0.5		$	—		$	275.2
Intersegment revenues	1.0		14.4		0.5			(15.9		)	—
Total Operating Revenues	261.2		28.9		1.0			(15.9		)	275.2
Operating Expenses:
Gas Utility
Natural and propane gas	73.2		—		—			(15.5		)	57.7
Other operation and maintenance	90.9		—		—			(0.3		)	90.6
Depreciation and amortization	32.5		—		—			—			32.5
Taxes, other than income taxes	26.2		—		—			—			26.2
Total Gas Utility Operating Expenses	222.8		—		—			(15.8		)	207.0
Gas Marketing	—		27.4		—			—			27.4
Other	—		—		4.9			(0.1		)	4.8
Total Operating Expenses	222.8		27.4		4.9			(15.9		)	239.2
Operating Income (Loss)	$	38.4	$	1.5	$	(3.9	)	$	—		$	36.0
Net Economic Earnings (Loss)	$	16.5	$	0.5	$	(5.9	)	$	—		$	11.1
Three Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	214.0	$	27.1	$	0.7		$	—		$	241.8
Intersegment revenues	0.2		27.9		0.5			(28.6		)	—
Total Operating Revenues	214.2		55.0		1.2			(28.6		)	241.8
Operating Expenses:
Gas Utility
Natural and propane gas	77.6		—		—			(28.3		)	49.3
Other operation and maintenance	73.3		—		—			(0.3		)	73.0
Depreciation and amortization	18.4		—		—			—			18.4
Taxes, other than income taxes	22.2		—		—			—			22.2
Total Gas Utility Operating Expenses	191.5		—		—			(28.6		)	162.9
Gas Marketing	—		50.0		—			—			50.0
Other	—		—		4.2			—			4.2
Total Operating Expenses	191.5		50.0		4.2			(28.6		)	217.1
Operating Income (Loss)	$	22.7	$	5.0	$	(3.0	)	$	—		$	24.7
Net Economic Earnings (Loss)	$	13.3	$	1.9	$	(0.7	)	$	—		$	14.5

($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	1,688.6	$	82.3	$	1.3		$	—		$	1,772.2
Intersegment revenues	4.0		52.9		1.5			(58.4		)	—
Total Operating Revenues	1,692.6		135.2		2.8			(58.4		)	1,772.2
Operating Expenses:
Gas Utility
Natural and propane gas	902.1		—		—			(57.3		)	844.8
Other operation and maintenance	292.3		—		—			(0.8		)	291.5
Depreciation and amortization	96.7		—		—			—			96.7
Taxes, other than income taxes	119.9		—		—			—			119.9
Total Gas Utility Operating Expenses	1,411.0		—		—			(58.1		)	1,352.9
Gas Marketing	—		129.5		—			—			129.5
Other	—		—		9.1			(0.3		)	8.8
Total Operating Expenses	1,411.0		129.5		9.1			(58.4		)	1,491.2
Operating Income (Loss)	$	281.6	$	5.7	$	(6.3	)	$	—		$	281.0
Net Economic Earnings (Loss)	$	162.8	$	3.0	$	(11.4	)	$	—		$	154.4
Nine Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	1,283.6	$	120.2	$	1.1		$	—		$	1,404.9
Intersegment revenues	4.5		68.0		1.5			(74.0		)	—
Total Operating Revenues	1,288.1		188.2		2.6			(74.0		)	1,404.9
Operating Expenses:
Gas Utility
Natural and propane gas	769.7		—		—			(73.3		)	696.4
Other operation and maintenance	208.0		—		—			(0.7		)	207.3
Depreciation and amortization	58.5		—		—			—			58.5
Taxes, other than income taxes	92.6		—		—			—			92.6
Total Gas Utility Operating Expenses	1,128.8		—		—			(74.0		)	1,054.8
Gas Marketing	—		166.8		—			—			166.8
Other	—		—		8.5			—			8.5
Total Operating Expenses	1,128.8		166.8		8.5			(74.0		)	1,230.1
Operating Income (Loss)	$	159.3	$	21.4	$	(5.9	)	$	—		$	174.8
Net Economic Earnings (Loss)	$	93.8	$	9.8	$	(1.1	)	$	—		$	102.5

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

	June 30,			September 30,
($ Millions)	2015			2014
Total Assets:
Gas Utility	$	4,480.1		$	4,520.0
Gas Marketing	151.2			156.7
Other	1,560.6			1,575.7
Eliminations	(1,109.0		)	(1,178.4		)
Total Assets	$	5,082.9		$	5,074.0

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

The following table reconciles the Company's Net Income (GAAP) to Net Economic Earnings (Non-GAAP):

	Three Months Ended June 30,						Nine Months Ended June 30,
($ Millions)	2015			2014			2015			2014
Net Income (GAAP)	$	14.1		$	11.7		$	155.6		$	99.5
Unrealized loss (gain) on energy-related derivative contracts	(1.7		)	(1.0		)	(2.1		)	(2.3		)
Lower of cost or market inventory adjustments	(0.2		)	(0.1		)	—			(0.7		)
Realized loss (gain) on economic hedges prior to sale of the physical commodity	1.5			—			1.6			(0.1		)
Acquisition, divestiture and restructuring activities	2.1			3.9			4.0			6.1
Gain on sale of property	(4.7		)	—			(4.7		)	—
Net Economic Earnings (Non-GAAP)	$	11.1		$	14.5		$	154.4		$	102.5

XML

COMMITMENTS AND CONTINGENCIES - Contingencies (Details) $ in Millions	Jun. 30, 2015 site	Aug. 30, 2014 USD ($) site Resident	Sep. 30, 2013 Resident
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP) sites in Missouri	3
Number of former manufactured gas plant (MGP) sites in Shrewsbury, Missouri	1
Number of former manufactured gas plant (MGP) sites in the City of St. Louis	2
Minimum cost estimate for a one-time contractual transfer of risk | $		$ 8.1
Maximum cost estimate for a one-time contractual transfer of risk | $		$ 39.3
Alagasco
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)	9
Number of former manufactured gas distribution	5
Previous Ownership | Missouri Gas Energy (MGE)
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)	7
Previous Ownership | Laclede Gas
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)		19
Current Ownership | Alagasco
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)	4
Number of former manufactured gas distribution	1
Removal Action, Phase I | 35th Avenue Superfund Site
Loss Contingencies [Line Items]
Number of residents at high levels of contamination | Resident			50
Removal Action, Phase II | 35th Avenue Superfund Site
Loss Contingencies [Line Items]
Number of residents at high levels of contamination | Resident		30

XML

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - Jun. 30, 2015 - USD ($)	Total	Total
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Extent of lump-sum payments recognized, percentage		100.00%
Net reduction in projected obligation	$ 7,400,000
Medical insurance available until age is reached after early retirement		65 years
Amortization period for transition obligation excluded from postretirement benefit cost (in years)		20 years
Pension Plans | Laclede Gas
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer		$ 27,200,000
Pension Plans | Missouri Gas Energy (MGE)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Anticipated contributions to pension plans for qualified trust		0
Pension Plans | Alagasco
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer		0
Anticipated contributions to pension plans for qualified trust		0
Nonqualified Pension Plans | Laclede Gas
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer		300,000
Nonqualified Pension Plans | Missouri Gas Energy (MGE)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Anticipated contributions to pension plans for qualified trust		200,000
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Anticipated contributions to pension plans for qualified trust		9,200,000
Anticipated payment directly to participants in postretirement plan		200,000
Postretirement Plans | Missouri Gas Energy (MGE)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer		$ 8,900,000

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ALAGASCO ACQUISITION

9 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

ALAGASCO ACQUISITION

ALAGASCO ACQUISITION

The Company completed the acquisition of 100% of the common stock of Alagasco (Alagasco Transaction) from Energen for $1,600.0, including cash and assumed debt. The acquisition date (Closing Date) was September 2, 2014, with an effective time under the Stock Purchase Agreement of 11:59 p.m. on August 31, 2014. The Alagasco Transaction was subject to certain post-closing adjustments for cash, indebtedness and working capital as discussed below. Total cash consideration paid at closing, net of cash acquired and debt assumed, was $1,305.2. Subsequently, the Company and Energen agreed to a final reconciliation of net assets, and $8.6 was paid by the Company to Energen on January 6, 2015, effectively increasing the total net consideration to $1,313.8. The Alagasco Transaction was accounted for under the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The Company determined that the Alagasco Transaction met the scope exceptions for pushdown accounting, and as such the excess consideration transferred over the fair value of assets acquired was recorded at Laclede Group. The Company and Energen made an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, to treat the Alagasco Transaction as a deemed purchase and sale of assets for tax purposes. As a result, the existing deferred tax assets and liabilities were re-measured as of the Closing Date.

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ALAGASCO ACQUISITION - Alabama Gas Corporation (Details) - Alagasco - USD ($) $ in Millions	Jan. 06, 2015	Sep. 02, 2014
Business Acquisition [Line Items]
Percentage of voting interest acquired		100.00%
Total consideration transferred		$ 1,600.0
Payments to acquire businesses, net of cash acquired	$ 1,313.8	$ 1,305.2
Final reconciliation of net assets payments to acquire businesses	$ 8.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inter-company Transactions (Details) - Affiliated Entity - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Alagasco
Related Party Transaction [Line Items]
Employee-related integration transactions costs			$ 1.7
Regulated Operation | Laclede Gas | Laclede Energy Resources
Related Party Transaction [Line Items]
Revenue from related parties	$ 15.2	$ 28.1	56.5	$ 72.5
Regulated Operation | Laclede Energy Resources | Laclede Gas
Related Party Transaction [Line Items]
Revenue from related parties	0.9	0.2	3.8	4.5
Unregulated Operation | Laclede Gas | Laclede Pipeline Company
Related Party Transaction [Line Items]
Revenue from related parties	$ 0.3	$ 0.3	$ 0.8	$ 0.8

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EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Basic EPS:
Net Income	$ 14.1	$ 11.7	$ 155.6	$ 99.5
Less: Income allocated to participating securities	0.1	0.0	0.5	0.4
Net Income Available to Common Shareholders	$ 14.0	$ 11.7	$ 155.1	$ 99.1
Weighted Average Shares Outstanding, Basic (in Shares)	43,200	34,900	43,100	33,300
Basic Earnings Per Share of Common Stock (in dollars per share)	$ 0.32	$ 0.34	$ 3.59	$ 2.97
Diluted EPS:
Net Income	$ 14.1	$ 11.7	$ 155.6	$ 99.5
Less: Income allocated to participating securities	0.1	0.0	0.5	0.4
Net Income Available to Common Shareholders	$ 14.0	$ 11.7	$ 155.1	$ 99.1
Weighted Average Shares Outstanding, Basic (in Shares)	43,200	34,900	43,100	33,300
Dilutive Effect of Stock Options, Restricted Stock and Restricted Stock Units (in shares)	100	100	100	100
Weighted Average Diluted Shares (in shares)	43,300	35,000	43,200	33,400
Diluted Earnings Per Share of Common Stock (in dollars per share)	$ 0.32	$ 0.33	$ 3.59	$ 2.97
Restricted stock and stock units subject to performance and/or market conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding shares excluded from calculation of diluted EPS (in shares)	300	300	300	300

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REGULATORY MATTERS - Schedule of Regulatory Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014
Regulatory Assets [Line Items]
Regulatory Assets: Current	$ 27.0	$ 26.8
Regulatory Assets: Non-current	644.6	614.3
Total Regulatory Assets	671.6	695.1
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	29.4	41.3
Regulatory Liabilities: Non-current	114.9	125.8
Total Regulatory Liabilities	196.6	189.5
RSE adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	10.3	19.8
Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	5.4	5.2
Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	10.8	13.4
Regulatory Liabilities: Non-current	16.2	26.8
Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	52.3	22.4
Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.9	2.9
Regulatory Liabilities: Non-current	15.1	12.3
Postretirement liabilities
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	24.5	26.2
Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	59.1	60.5
Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	81.7	63.7
Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	114.9	125.8
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	21.6	21.4
Regulatory Assets: Non-current	424.6	431.5
Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	0.0	54.0
Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	130.3	117.0
Accretion and depreciation of asset retirement obligations
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	19.5	18.4
Purchased gas costs
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	20.9	4.3
Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	21.3	18.9
Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	5.4	5.4
Regulatory Assets: Non-current	28.0	24.2
Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	27.0	80.8
Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	644.6	614.3
Laclede Gas
Regulatory Assets [Line Items]
Regulatory Assets: Current	17.5	18.0
Regulatory Assets: Non-current	558.0	523.7
Total Regulatory Assets	575.5	595.7
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	70.9	72.1
Total Regulatory Liabilities	92.3	72.7
Laclede Gas | RSE adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0
Laclede Gas | Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0
Laclede Gas | Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0
Regulatory Liabilities: Non-current	0.0	0.0
Laclede Gas | Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	20.8	0.0
Laclede Gas | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.6	0.6
Regulatory Liabilities: Non-current	11.8	11.6
Laclede Gas | Postretirement liabilities
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	0.0	0.0
Laclede Gas | Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	59.1	60.5
Laclede Gas | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	21.4	0.6
Laclede Gas | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	70.9	72.1
Laclede Gas | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	15.2	15.0
Regulatory Assets: Non-current	362.9	365.4
Laclede Gas | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	0.0	54.0
Laclede Gas | Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	130.3	117.0
Laclede Gas | Accretion and depreciation of asset retirement obligations
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	0.0	0.0
Laclede Gas | Purchased gas costs
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	20.9	4.3
Laclede Gas | Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	21.3	18.9
Laclede Gas | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	2.3	3.0
Regulatory Assets: Non-current	22.6	18.1
Laclede Gas | Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	17.5	72.0
Laclede Gas | Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	558.0	523.7
Alagasco
Regulatory Assets [Line Items]
Regulatory Assets: Current	9.5	8.8
Regulatory Assets: Non-current	86.6	90.6
Total Regulatory Assets	96.1	99.4
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	28.8	40.7
Regulatory Liabilities: Non-current	44.3	53.7
Total Regulatory Liabilities	104.6	116.8
Alagasco | RSE adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	10.3	19.8
Alagasco | Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	5.4	5.2
Alagasco | Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	10.8	13.4
Regulatory Liabilities: Non-current	16.2	26.8
Alagasco | Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	31.5	22.4
Alagasco | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.3	2.3
Regulatory Liabilities: Non-current	3.6	0.7
Alagasco | Postretirement liabilities
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	24.5	26.2
Alagasco | Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	0.0	0.0
Alagasco | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	60.3	63.1
Alagasco | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	44.3	53.7
Alagasco | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	6.4	6.4
Regulatory Assets: Non-current	61.7	66.1
Alagasco | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	0.0	0.0
Alagasco | Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	0.0	0.0
Alagasco | Accretion and depreciation of asset retirement obligations
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	19.5	18.4
Alagasco | Purchased gas costs
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	0.0	0.0
Alagasco | Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	0.0	0.0
Alagasco | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	3.1	2.4
Regulatory Assets: Non-current	5.4	6.1
Alagasco | Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	9.5	8.8
Alagasco | Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	$ 86.6	$ 90.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - These notes are an integral part of the accompanying unaudited financial statements of The Laclede Group, Inc. (Laclede Group or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco or the Alabama Utility). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Collectively, Laclede Gas and Alagasco are referred to as the Utilities. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring accruals) 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 the Financial Statements contained in Laclede Group's, Laclede Gas' and Alagasco's Annual Reports on Form 10-K or 10-KT for the fiscal year or transition period, as applicable, ended September 30, 2014.

The consolidated financial position, results of operations, and cash flows of Laclede Group are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between the Utilities and their affiliates, as well as intercompany balances on the Utilities' Balance Sheets, have not been eliminated from the Utilities' financial statements. As a result of the Company's August 31, 2014 acquisition of Alagasco, the Company's results of operations for the three and nine months ended June 30, 2015 include Alagasco, which impacts the comparability of the current year financial statements to prior years for Laclede Group. Nonetheless, the separate financial statements for Alabama Gas Corporation are comparable as presented. For a further discussion of the acquisition, see Note 2, Alagasco Acquisition.

The Utilities are regulated natural gas distribution utilities. Due to the seasonal nature of the Utilities, Laclede Group’s earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Laclede Group are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

NATURE OF OPERATIONS - Laclede Group, headquartered in St. Louis, Missouri, is a public utility holding company. It has two key operating segments: Gas Utility and Gas Marketing. The Gas Utility segment is comprised of the operations of the Missouri Utilities and the Alabama Utility and serves St. Louis and eastern Missouri through legacy Laclede Gas, serves Kansas City and western Missouri through MGE, and serves central and northern Alabama through Alagasco. Laclede Group’s primary non-utility business, Laclede Energy Resources, Inc. (LER), included in the Gas Marketing segment, provides non-regulated natural gas services. The activities of other subsidiaries are described in Note 9, Information by Operating Segment, and are reported as Other. The Company's earnings are primarily derived from its Gas Utility segment.

REVENUE RECOGNITION - The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at June 30, 2015 and September 30, 2014 were $26.4 and $29.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). The amount of accrued unbilled revenues, which is not recorded as revenue until billed, for Alagasco at June 30, 2015 and September 30, 2014 were $5.4 and $5.2, respectively.

Laclede Group's other subsidiaries, including LER, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, LER enters into commitments associated with the purchase or sale of natural gas. Certain of LER’s derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of LER’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 in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES - Gross receipts taxes associated with the Utilities' services are imposed on the Utilities and billed to customers. The revenue and expense amounts are recorded gross in the "Operating Revenues" and "Taxes, other than income taxes" lines, respectively, in the Company's Condensed Consolidated Statements of Income and the Utilities' Condensed Statements of Income.

The following table presents gross receipts taxes recorded:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Laclede Group	$	14.6	$	13.7	$	87.0	$	67.9
Laclede Gas	11.1		13.7		66.9		67.9
Alagasco	3.5		4.7		20.1		24.1

REGULATED OPERATIONS - The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” This Topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process. As authorized by the Missouri Public Service Commission (MoPSC), the Purchased Gas Adjustment (PGA) clauses allow the Missouri Utilities to flow through to customers, subject to prudence review by the MoPSC, the cost of purchased gas supplies. Similarly, Alagasco's rate schedules for natural gas distribution charges contain a Gas Supply Adjustment (GSA) rider, which permits the pass-through to customers of changes in the cost of gas supply. Regulatory assets and liabilities related to the PGA clauses and GSA rider are both labeled Unamortized Purchased Gas Adjustments herein. See additional discussion on regulated operations in Note 4, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES - Transactions between the Company and its affiliates have been eliminated from the consolidated financial statements of Laclede Group. In addition to the normal intercompany shared services transactions, there were approximately $1.7 of employee-related integration transactions between Alagasco and Laclede Group in the quarter ended June 30, 2015. Laclede Gas had the following transactions with affiliates:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Sales of natural gas from Laclede Gas to LER	$	0.9	$	0.2	$	3.8	$	4.5
Sales of natural gas from LER to Laclede Gas	15.2		28.1		56.5		72.5
Transportation services provided by Laclede Pipeline Company to Laclede Gas	0.3		0.3		0.8		0.8

GOODWILL - Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities.

As part of the Alagasco acquisition (discussed in Note 2, Alagasco Acquisition), the Company initially recorded $727.6 of goodwill as of September 30, 2014. As part of the final reconciliation of net assets, $8.6 was paid by the Company to Energen Corporation (Energen) on January 6, 2015. This payment, offset partly by other immaterial purchase price adjustments in the second quarter of 2015, resulted in goodwill of $735.8 as of June 30, 2015 related to the Alagasco acquisition, included in Other for segment reporting purposes. Alagasco has no goodwill on its balance sheet as push down accounting was not applied. For Laclede Group and Laclede Gas, goodwill related to the 2013 acquisition of MGE, included in the Gas Utility segment, was $210.2 as of both June 30, 2015 and September 30, 2014.

UTILITY PLANT - Laclede Gas had accrued capital expenditures of $5.3 and $3.0 as of June 30, 2015 and September 30, 2014, respectively. Alagasco had accrued capital expenditures of $5.0 as of both June 30, 2015 and September 30, 2014. Accrued capital expenditures are excluded from the capital expenditures shown in the statements of cash flows.

REVISIONS TO PRIOR FINANCIAL STATEMENTS - In the Statements of Shareholder’s Equity in Alagasco's most recent Annual Report on Form 10-KT, $31.7 was misclassified between common stock and paid-in capital, with no impact on total shareholder’s equity. The prior period balances have been corrected in this filing and the filings for the prior two quarters. In addition, certain current and noncurrent assets and liabilities in the prior period have been adjusted to conform with the current period presentation for Laclede Group, Laclede Gas and Alagasco.

NEW ACCOUNTING PRONOUNCEMENTS - In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. This standard is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principles-based approach to the recognition of revenue. The core principle of the standard is when an entity transfers goods or services to customers it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The standard outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance was originally to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. In July 2015, the FASB approved a one-year deferral of the effective date, but companies may choose to adopt it as of the original effective date. The Company, Laclede Gas and Alagasco are currently assessing the available transition methods and the potential impacts of the standard, which must be adopted by the first quarter of fiscal 2019.

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Currently different balance sheet presentation requirements exist for debt issuance costs and debt discount and premium. Debt issuance costs are recorded as a deferred charge (asset), while debt discount and debt premium costs are recorded as a liability adjustment. This standard will require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those years, with early adoption permitted. The application of this standard will be retrospective, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific impacts of applying the new guidance. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2017.

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REGULATORY MATTERS - Schedule of Regulatory Assets Not Earnings a Return (Details) - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 366.1	$ 373.9
Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	130.3	117.0
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	221.2	240.9
Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	14.6	16.0
Laclede Gas
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	366.1	373.9
Laclede Gas | Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	130.3	117.0
Laclede Gas | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	221.2	240.9
Laclede Gas | Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 14.6	$ 16.0

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INFORMATION BY OPERATING SEGMENT - Reconciliation of Consolidated Net Income to Consolidated Net Economic Earnings (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting [Abstract]
Net Income	$ 14.1	$ 11.7	$ 155.6	$ 99.5
Unrealized loss (gain) on energy-related derivative contracts	(1.7)	(1.0)	(2.1)	(2.3)
Lower of cost or market inventory adjustments	(0.2)	(0.1)	0.0	(0.7)
Realized loss (gain) on economic hedges prior to sale of the physical commodity	1.5	0.0	1.6	(0.1)
Acquisition, divestiture and restructuring activities	2.1	3.9	4.0	6.1
Gain on sale of property	(4.7)	0.0	(4.7)	0.0
Net Economic Earnings (Non-GAAP)	$ 11.1	$ 14.5	$ 154.4	$ 102.5

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating Revenues:
Gas utility	$ 260.2	$ 214.0	$ 1,688.6	$ 1,283.6
Gas marketing and other	15.0	27.8	83.6	121.3
Total Operating Revenues	275.2	241.8	1,772.2	1,404.9
Gas utility
Natural and propane gas	57.7	49.3	844.8	696.4
Other operation and maintenance expenses	90.6	73.0	291.5	207.3
Depreciation and amortization	32.5	18.4	96.7	58.5
Taxes, other than income taxes	26.2	22.2	119.9	92.6
Total Gas Utility Operating Expenses	207.0	162.9	1,352.9	1,054.8
Gas marketing and other	32.2	54.2	138.3	175.3
Total Operating Expenses	239.2	217.1	1,491.2	1,230.1
Operating Income	36.0	24.7	281.0	174.8
Other Income and (Income Deductions)	0.5	(2.4)	2.6	(1.0)
Interest Charges:
Interest on long-term debt	16.3	8.6	50.0	26.9
Other interest charges	1.5	2.8	6.1	4.3
Total Interest Charges	17.8	11.4	56.1	31.2
Income Before Income Taxes	18.7	10.9	227.5	142.6
Income Tax Expense	4.6	(0.8)	71.9	43.1
Net Income	$ 14.1	$ 11.7	$ 155.6	$ 99.5
Weighted Average Number of Common Shares Outstanding:
Basic (in shares)	43.2	34.9	43.1	33.3
Diluted (in shares)	43.3	35.0	43.2	33.4
Basic Earnings Per Share of Common Stock (in dollars per share)	$ 0.32	$ 0.34	$ 3.59	$ 2.97
Diluted Earnings Per Share of Common Stock (in dollars per share)	0.32	0.33	3.59	2.97
Dividends Declared Per Share of Common Stock (in dollars per share)	$ 0.46	$ 0.44	$ 1.38	$ 1.32
Laclede Gas
Operating Revenues:
Gas utility	$ 187.5	$ 214.2	$ 1,265.6	$ 1,288.1
Gas marketing and other	0.0	0.0	0.0	0.1
Total Operating Revenues	187.5	214.2	1,265.6	1,288.2
Gas utility
Natural and propane gas	57.5	77.6	743.6	769.7
Other operation and maintenance expenses	54.3	73.3	188.7	208.0
Depreciation and amortization	20.7	18.4	61.4	58.5
Taxes, other than income taxes	20.5	22.2	92.0	92.6
Total Gas Utility Operating Expenses	153.0	191.5	1,085.7	1,128.8
Gas marketing and other	0.0	0.2	0.0	0.1
Total Operating Expenses	153.0	191.7	1,085.7	1,128.9
Operating Income	34.5	22.5	179.9	159.3
Other Income and (Income Deductions)	(0.2)	(2.2)	1.1	(1.2)
Interest Charges:
Interest on long-term debt	8.2	8.2	24.8	26.1
Other interest charges	0.4	0.8	2.6	2.3
Total Interest Charges	8.6	9.0	27.4	28.4
Income Before Income Taxes	25.7	11.3	153.6	129.7
Income Tax Expense	5.7	(0.7)	44.7	38.2
Net Income	20.0	12.0	108.9	91.5
Alagasco
Operating Revenues:
Gas utility	73.7	93.8	427.0	500.5
Total Operating Revenues	73.7	93.8	427.0	500.5
Gas utility
Natural and propane gas	15.7	38.5	158.5	218.6
Other operation and maintenance expenses	36.6	34.8	103.6	106.5
Depreciation and amortization	11.8	11.4	35.3	34.0
Taxes, other than income taxes	5.7	7.3	27.9	32.4
Total Operating Expenses	69.8	92.0	325.3	391.5
Operating Income	3.9	1.8	101.7	109.0
Other Income and (Income Deductions)	0.5	0.8	1.5	2.7
Interest Charges:
Interest on long-term debt	2.8	3.3	8.8	10.1
Other interest charges	0.5	0.4	1.8	1.5
Total Interest Charges	3.3	3.7	10.6	11.6
Income Before Income Taxes	1.1	(1.1)	92.6	100.1
Income Tax Expense	0.4	(0.5)	35.0	37.8
Net Income	$ 0.7	$ (0.6)	$ 57.6	$ 62.3

XML

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER'S EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Common Stock Issued	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Laclede Gas	Laclede Gas Common Stock Issued	Laclede Gas Paid-in Capital	Laclede Gas Retained Earnings	Laclede Gas Accumulated Other Comprehensive Loss	Alagasco	Alagasco Common Stock Issued	Alagasco Paid-in Capital	Alagasco Retained Earnings
Beginning Balance at Sep. 30, 2013	$ 1,046.3	$ 32.7	$ 594.3	$ 420.1	$ (0.8)	$ 973.9	$ 0.1	$ 738.1	$ 237.8	$ (2.1)	$ 364.7	$ 0.0	$ 34.5	$ 330.2
Beginning Balance, Shares at Sep. 30, 2013		32,696,836					24,549					1,972,052
Stockholders' Equity Rollforward
Common stock offering (in shares)		10,350,000					28
Common stock offering	457.1	$ 10.4	446.7			1.1		1.1
Equity units offering	(19.7)		(19.7)
Net Income	99.5			99.5		91.5			91.5		62.3			62.3
Dividend reinvestment plan (in shares)		25,548
Dividend reinvestment plan	1.1		1.1
Stock-based compensation costs	4.2		4.2			3.1		3.1
Equity Incentive Plan (in shares)		86,715
Equity Incentive Plan	1.5	$ 0.1	1.4
Employees’ taxes paid associated with restricted shares withheld upon vesting	(1.1)		(1.1)
Tax benefit - stock compensation	0.6		0.6			0.5		0.5
Dividends declared	(48.0)			(48.0)		(43.2)			(43.2)		(21.6)			(21.6)
Other comprehensive loss, net of tax	(7.7)				(7.7)	0.1				0.1
Ending Balance at Jun. 30, 2014	1,533.8	$ 43.2	1,027.5	471.6	(8.5)	1,027.0	$ 0.1	742.8	286.1	(2.0)	405.4	$ 0.0	34.5	370.9
Ending Balance, Shares at Jun. 30, 2014		43,159,099					24,577					1,972,052
Beginning Balance at Sep. 30, 2014	1,508.4	$ 43.2	1,029.4	437.5	(1.7)	1,007.8	$ 0.1	744.0	265.6	(1.9)	849.6	$ 0.0	503.9	345.7
Beginning Balance, Shares at Sep. 30, 2014		43,178,405					24,577					1,972,052
Stockholders' Equity Rollforward
Net Income	155.6			155.6		108.9			108.9		57.6			57.6
Dividend reinvestment plan (in shares)		6,999
Dividend reinvestment plan	1.2		1.2
Stock-based compensation costs	1.4		1.4			2.7		2.7
Equity Incentive Plan (in shares)		131,409
Equity Incentive Plan	3.1	$ 0.1	3.0
Tax benefit - stock compensation	0.6		0.6			0.5		0.5
Dividends declared	(60.2)			(60.2)		(59.7)			(59.7)
Other comprehensive loss, net of tax	(1.5)				(1.5)	(0.1)				(0.1)
Purchase accounting adjustments											4.2		4.2
Return of capital to Laclede Group											(27.0)		(27.0)
Ending Balance at Jun. 30, 2015	$ 1,608.6	$ 43.3	$ 1,035.6	$ 532.9	$ (3.2)	$ 1,060.1	$ 0.1	$ 747.2	$ 314.8	$ (2.0)	$ 884.4	$ 0.0	$ 481.1	$ 403.3
Ending Balance, Shares at Jun. 30, 2015		43,316,813					24,577					1,972,052

XML

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014
Gas Utility
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	$ (1.7)	$ (2.5)
Derivative asset	20.0	19.6
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(9.9)	(5.5)
Derivative liability	7.1	4.0
Gas Utility | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	17.7	18.1
LIABILITIES
Derivative liability before netting adjustment	9.9	5.4
Gas Utility | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.0	4.0
LIABILITIES
Derivative liability before netting adjustment	7.1	4.1
Gas Utility | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
Gas Marketing
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		(4.5)
Derivative asset		22.7
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(13.7)	(7.5)
Derivative liability	7.5	4.5
Gas Marketing | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment		19.1
LIABILITIES
Derivative liability before netting adjustment	10.3	6.5
Gas Marketing | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment		7.9
LIABILITIES
Derivative liability before netting adjustment	10.9	5.5
Gas Marketing | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment		0.2
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(2.5)
Derivative asset	20.0	19.6
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(9.9)	(5.5)
Derivative liability	7.1	4.0
Laclede Gas | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	17.7	18.1
LIABILITIES
Derivative liability before netting adjustment	9.9	5.4
Laclede Gas | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.0	4.0
LIABILITIES
Derivative liability before netting adjustment	7.1	4.1
Laclede Gas | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
U. S. stock/bond mutual funds | Gas Utility
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0
Derivative asset	20.0	19.6
U. S. stock/bond mutual funds | Gas Utility | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	16.0	15.7
U. S. stock/bond mutual funds | Gas Utility | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.0	3.9
U. S. stock/bond mutual funds | Gas Utility | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
U. S. stock/bond mutual funds | Gas Marketing
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(6.3)
Derivative asset	23.8
U. S. stock/bond mutual funds | Gas Marketing | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	20.4
U. S. stock/bond mutual funds | Gas Marketing | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	9.0
U. S. stock/bond mutual funds | Gas Marketing | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.7
U. S. stock/bond mutual funds | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0
Derivative asset	20.0	19.6
U. S. stock/bond mutual funds | Laclede Gas | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	16.0	15.7
U. S. stock/bond mutual funds | Laclede Gas | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.0	3.9
U. S. stock/bond mutual funds | Laclede Gas | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
Natural gas commodity contracts | Gas Marketing
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(0.2)
Derivative asset	2.6	2.7
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(0.2)
Derivative liability	0.4	0.5
Natural gas commodity contracts | Gas Marketing | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
Natural gas commodity contracts | Gas Marketing | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	2.4	2.7
LIABILITIES
Derivative liability before netting adjustment	0.9	0.7
Natural gas commodity contracts | Gas Marketing | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.7	0.2
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX/ICE natural gas contracts | Gas Utility
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(2.4)
Derivative asset	0.0	0.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(9.5)	(5.2)
Derivative liability	0.0	0.0
NYMEX/ICE natural gas contracts | Gas Utility | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	1.7	2.4
LIABILITIES
Derivative liability before netting adjustment	9.5	5.2
NYMEX/ICE natural gas contracts | Gas Utility | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX/ICE natural gas contracts | Gas Utility | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX/ICE natural gas contracts | Gas Marketing
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(4.1)	(1.8)
Derivative asset	1.2	0.4
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(3.3)	(1.8)
Derivative liability	0.0	0.0
NYMEX/ICE natural gas contracts | Gas Marketing | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	2.7	1.0
LIABILITIES
Derivative liability before netting adjustment	0.4	1.1
NYMEX/ICE natural gas contracts | Gas Marketing | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	2.6	1.2
LIABILITIES
Derivative liability before netting adjustment	2.9	0.7
NYMEX/ICE natural gas contracts | Gas Marketing | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX/ICE natural gas contracts | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(2.4)
Derivative asset	0.0	0.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(9.5)	(5.2)
Derivative liability	0.0	0.0
NYMEX/ICE natural gas contracts | Laclede Gas | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	1.7	2.4
LIABILITIES
Derivative liability before netting adjustment	9.5	5.2
NYMEX/ICE natural gas contracts | Laclede Gas | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX/ICE natural gas contracts | Laclede Gas | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
OTCBB natural gas contracts | Gas Utility
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		(0.1)
Derivative asset		0.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	0.0	(0.1)
Derivative liability	7.1	4.0
OTCBB natural gas contracts | Gas Utility | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment		0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
OTCBB natural gas contracts | Gas Utility | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment		0.1
LIABILITIES
Derivative liability before netting adjustment	7.1	4.1
OTCBB natural gas contracts | Gas Utility | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment		0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
OTCBB natural gas contracts | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		(0.1)
Derivative asset		0.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	0.0	(0.1)
Derivative liability	7.1	4.0
OTCBB natural gas contracts | Laclede Gas | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment		0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
OTCBB natural gas contracts | Laclede Gas | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment		0.1
LIABILITIES
Derivative liability before netting adjustment	7.1	4.1
OTCBB natural gas contracts | Laclede Gas | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment		0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
NYMEX gasoline and heating oil contracts | Gas Utility
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.4)
Derivative liability	0.0
NYMEX gasoline and heating oil contracts | Gas Utility | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment	0.4
NYMEX gasoline and heating oil contracts | Gas Utility | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment	0.0
NYMEX gasoline and heating oil contracts | Gas Utility | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment	0.0
NYMEX gasoline and heating oil contracts | Laclede Gas
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		(0.2)
Derivative liability		0.0
NYMEX gasoline and heating oil contracts | Laclede Gas | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment		0.2
NYMEX gasoline and heating oil contracts | Laclede Gas | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment		0.0
NYMEX gasoline and heating oil contracts | Laclede Gas | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment		0.0
Gasoline and heating oil contracts | Gas Utility
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		(0.2)
Derivative liability		0.0
Gasoline and heating oil contracts | Gas Utility | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment		0.2
Gasoline and heating oil contracts | Gas Utility | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment		0.0
Gasoline and heating oil contracts | Gas Utility | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment		$ 0.0
Gasoline and heating oil contracts | Laclede Gas
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.4)
Derivative liability	0.0
Gasoline and heating oil contracts | Laclede Gas | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment	0.4
Gasoline and heating oil contracts | Laclede Gas | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment	0.0
Gasoline and heating oil contracts | Laclede Gas | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment	$ 0.0

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Jun. 30, 2015

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for the Company are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	5.7	$	5.7	$	5.7	$	—	$	—
Short-term debt	211.4		211.4		—		211.4		—
Long-term debt, including current portion	1,816.4		1,888.4		—		1,888.4		—
As of September 30, 2014
Cash and cash equivalents	$	16.1	$	16.1	$	16.1	$	—	$	—
Short-term debt	287.1		287.1		—		287.1		—
Long-term debt	1,851.0		1,937.3		—		1,937.3		—

Laclede Gas

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Laclede Gas are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	3.0	$	3.0	$	3.0	$	—	$	—
Short-term debt	135.2		135.2		—		135.2		—
Long-term debt	808.1		868.5		—		868.5		—
As of September 30, 2014
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—	$	—
Short-term debt	238.6		238.6		—		238.6		—
Long-term debt	807.9		876.2		—		876.2		—

Alagasco

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Alagasco are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	0.2	$	0.2	$	0.2	$	—	$	—
Short-term debt	8.5		8.5		—		8.5		—
Long-term debt, including current portion	215.0		226.7		—		226.7		—
As of September 30, 2014
Cash and cash equivalents	$	5.6	$	5.6	$	5.6	$	—	$	—
Short-term debt	16.0		16.0		—		16.0		—
Long-term debt	249.8		266.4		—		266.4		—

XML

CONCENTRATIONS OF CREDIT RISK (Details) - Jun. 30, 2015 $ in Millions	USD ($) counterparty
Concentration Risk [Line Items]
Number of large counterparties for which credit risk is disclosed | counterparty	5
Energy Producers And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	$ 11.3
Net receivable amount	8.6
Utility Companies And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	17.6
Net receivable amount	15.5
Largest Counterparties
Concentration Risk [Line Items]
Accounts receivable	17.2
Net receivable amount	$ 14.9

XML

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables)

9 Months Ended

Jun. 30, 2015

Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

The net periodic pension cost included the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	4.4		$	2.4		$	13.0		$	7.3
Interest cost on projected benefit obligation	7.4			6.0			22.3			18.0
Expected return on plan assets	(9.4		)	(6.6		)	(28.1		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	16.8			3.8			25.7			12.4
Regulatory adjustment	(6.3		)	2.9			3.4			7.4
Net pension cost	$	10.5		$	6.7		$	29.1		$	19.8

Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Net periodic postretirement benefit cost for the Company consisted of the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	3.2		$	2.8		$	9.6		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.8			2.1			8.4			6.5
Expected return on plan assets	(3.3		)	(1.7		)	(9.9		)	(5.1		)
Amortization of prior service credit	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.2			4.7			12.5			14.3
Regulatory adjustment	(2.8		)	(2.4		)	(8.2		)	(7.2		)
Net postretirement benefit cost	$	1.4		$	2.3		$	4.3		$	7.1

Laclede Gas | Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Laclede Gas
Service cost – benefits earned during the period	$	2.9		$	2.4		$	8.6		$	7.3
Interest cost on projected benefit obligation	5.8			6.0			17.6			18.0
Expected return on plan assets	(7.3		)	(6.6		)	(21.9		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	15.8			3.8			22.8			12.4
Regulatory adjustment	(7.8		)	2.9			(1.0		)	7.4
Net pension cost	$	8.0		$	6.7		$	21.8		$	19.8

Laclede Gas | Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Gas
Service cost – benefits earned during the period	$	3.0		$	2.8		$	9.2		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.2			2.1			6.5			6.5
Expected return on plan assets	(2.0		)	(1.7		)	(6.1		)	(5.1		)
Amortization of prior service cost	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.7			4.7			14.0			14.3
Regulatory adjustment	(2.3		)	(2.4		)	(6.9		)	(7.2		)
Net postretirement benefit cost	$	2.4		$	2.3		$	7.1		$	7.1

Alagasco | Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.9		$	4.4		$	5.5
Interest cost on projected benefit obligation	1.6			1.5			4.7			4.4
Expected return on plan assets	(2.1		)	(1.9		)	(6.2		)	(5.6		)
Amortization of prior service cost	—			—			—			0.1
Amortization of actuarial loss	—			0.9			—			2.9
Loss on lump-sum settlements	—			—			—			10.9
Sub-total	1.0			2.4			2.9			18.2
Regulatory adjustment	1.5			0.3			4.4			(10.3		)
Net pension cost	$	2.5		$	2.7		$	7.3		$	7.9

Alagasco | Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Alagasco
Service cost – benefits earned during the period	$	0.2		$	0.1		$	0.4		$	0.5
Interest cost on accumulated postretirement benefit obligation	0.6			0.7			1.9			1.9
Expected return on plan assets	(1.3		)	(1.3		)	(3.8		)	(3.4		)
Amortization of actuarial gain	—			(0.4		)	—			(0.9		)
Amortization of transition obligation	—			—			—			0.3
Sub-total	(0.5		)	(0.9		)	(1.5		)	(1.6		)
Regulatory adjustment	(0.5		)	—			(1.3		)	—
Net postretirement benefit income	$	(1.0	)	$	(0.9	)	$	(2.8	)	$	(1.6	)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating Activities:
Net Income	$ 155.6	$ 99.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	97.4	59.1
Deferred income taxes and investment tax credits	70.4	14.5
Changes in assets and liabilities:
Accounts receivable	(5.2)	(36.8)
Unamortized purchased gas adjustments	83.9	17.4
Deferred purchased gas costs	(16.6)	1.7
Accounts payable	(26.1)	11.3
Delayed/advance customer billings – net	(30.4)	(52.4)
Taxes accrued	(18.6)	22.3
Inventories	106.9	63.8
Other assets and liabilities	(58.7)	(18.7)
Other	7.7	3.3
Net cash provided by operating activities	366.3	185.0
Investing Activities:
Capital expenditures	(202.9)	(109.5)
Proceeds from sale of right to acquire New England Gas Company	0.0	11.0
(Payments for) proceeds from final reconciliation of acquisitions	(8.6)	23.9
Other	(0.4)	2.9
Net cash used in investing activities	(211.9)	(71.7)
Financing Activities:
Issuance of long-term debt	0.0	143.8
Repayment of long-term debt	(34.7)	(80.0)
Repayment of short-term debt – net	(75.8)	(74.0)
Issuance of common stock	3.6	459.7
Dividends paid	(59.1)	(42.9)
Other	1.2	(1.1)
Net cash (used in) provided by financing activities	(164.8)	405.5
Net (Decrease) Increase in Cash and Cash Equivalents	(10.4)	518.8
Cash and Cash Equivalents at Beginning of Year	16.1	53.0
Cash and Cash Equivalents at End of Year	5.7	571.8
Supplemental disclosure of cash (paid) refunded for:
Interest	(48.3)	(26.6)
Income taxes	0.3	(3.0)
Laclede Gas
Operating Activities:
Net Income	108.9	91.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	61.4	58.5
Deferred income taxes and investment tax credits	34.0	16.3
Changes in assets and liabilities:
Accounts receivable	7.0	(20.3)
Unamortized purchased gas adjustments	74.8	17.4
Deferred purchased gas costs	(16.6)	1.7
Accounts payable	(11.1)	4.7
Delayed/advance customer billings – net	(26.5)	(52.4)
Taxes accrued	(4.8)	19.9
Inventories	99.4	50.7
Other assets and liabilities	(24.9)	(12.4)
Other	1.5	2.0
Net cash provided by operating activities	303.1	177.6
Investing Activities:
Capital expenditures	(142.4)	(108.4)
Proceeds from final reconciliation of acquisition of Missouri Gas Energy	0.0	23.9
Other	0.5	3.1
Net cash used in investing activities	(141.9)	(81.4)
Financing Activities:
Redemption and maturity of first mortgage bonds	0.0	(80.0)
Repayment of short-term debt – net	(103.5)	(74.0)
Borrowings from Laclede Group	18.4	198.8
Repayment of borrowings from Laclede Group	(18.4)	(118.6)
Issuance of common stock	0.0	1.2
Dividends paid	(58.8)	(42.8)
Other	0.4	1.3
Net cash (used in) provided by financing activities	(161.9)	(114.1)
Net (Decrease) Increase in Cash and Cash Equivalents	(0.7)	(17.9)
Cash and Cash Equivalents at Beginning of Year	3.7	23.9
Cash and Cash Equivalents at End of Year	3.0	6.0
Supplemental disclosure of cash (paid) refunded for:
Interest	(22.0)	(26.1)
Income taxes	(0.6)	0.5
Alagasco
Operating Activities:
Net Income	57.6	62.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	35.3	34.0
Deferred income taxes and investment tax credits	35.0	10.0
Changes in assets and liabilities:
Accounts receivable	(11.1)	(30.4)
Unamortized purchased gas adjustments	9.1	36.9
Accounts payable	(0.4)	6.2
Advance customer billings	(3.8)	(10.4)
Taxes accrued	(5.0)	8.6
Inventories	12.6	7.9
Other assets and liabilities	(12.0)	15.1
Other	2.5	(9.3)
Net cash provided by operating activities	119.8	130.9
Investing Activities:
Capital expenditures	(56.7)	(50.7)
Proceeds from sale of assets	0.0	0.8
Other	(0.5)	(0.4)
Net cash used in investing activities	(57.2)	(50.3)
Financing Activities:
Repayment of long-term debt	(34.7)	0.0
Repayment of short-term debt – net	(7.5)	(49.0)
Dividends paid	0.0	(21.6)
Return of capital to Laclede Group	(27.0)	0.0
Other	1.2	(6.7)
Net cash (used in) provided by financing activities	(68.0)	(77.3)
Net (Decrease) Increase in Cash and Cash Equivalents	(5.4)	3.3
Cash and Cash Equivalents at Beginning of Year	5.6	8.5
Cash and Cash Equivalents at End of Year	0.2	11.8
Supplemental disclosure of cash (paid) refunded for:
Interest	(9.9)	(10.5)
Income taxes	$ 0.0	$ (22.9)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net Income	$ 14.1	$ 11.7	$ 155.6	$ 99.5
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period	0.3	(10.4)	(6.2)	(15.5)
Reclassification adjustment for losses (gains) included in net income	1.3	0.8	3.5	2.8
Net unrealized gains (losses) on cash flow hedging derivative instruments	1.6	(9.6)	(2.7)	(12.7)
Defined benefit pension and other postretirement plans:
Net actuarial gain arising during the period	0.1	0.0	0.1	0.0
Amortization of actuarial loss included in net periodic pension and postretirement benefit cost	0.0	0.1	0.2	0.3
Net defined benefit pension and other postretirement plans	0.1	0.1	0.3	0.3
Other Comprehensive Income (Loss), Before Tax	1.7	(9.5)	(2.4)	(12.4)
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income	0.7	(3.6)	(0.9)	(4.7)
Other Comprehensive Income (Loss), Net of Tax	1.0	(5.9)	(1.5)	(7.7)
Comprehensive Income	15.1	5.8	154.1	91.8
Laclede Gas
Net Income	20.0	12.0	108.9	91.5
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period	0.2	0.0	(1.1)	0.1
Reclassification adjustment for losses (gains) included in net income	0.3	0.0	0.7	(0.1)
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.5	0.0	(0.4)	0.0
Defined benefit pension and other postretirement plans:
Net actuarial gain arising during the period	0.1	0.0	0.1	0.0
Amortization of actuarial loss included in net periodic pension and postretirement benefit cost	0.1	0.0	0.2	0.2
Net defined benefit pension and other postretirement plans	0.2	0.0	0.3	0.2
Other Comprehensive Income (Loss), Before Tax	0.7	0.0	(0.1)	0.2
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income	0.3	0.0	0.0	0.1
Other Comprehensive Income (Loss), Net of Tax	0.4	0.0	(0.1)	0.1
Comprehensive Income	$ 20.4	$ 12.0	$ 108.8	$ 91.6

XML

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2019, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at June 30, 2015 are estimated at approximately $1,468.0, $699.9, and $482.9 for the Company, Laclede Gas, and Alagasco, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Missouri Utilities recover their costs from customers in accordance with their PGA clause and Alagasco recovers its cost through its GSA rider.

Contingencies

Laclede Gas

Similar to other natural gas utility companies, Laclede Gas owns and operates 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 Laclede Gas' financial position and results of operations. As environmental laws, regulations, and their interpretations change, however, the Company or Laclede Gas may incur additional environmental liabilities that may result in additional costs.

In the natural gas industry, many gas distribution companies like Laclede Gas and MGE have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. At this time, Laclede Gas has identified three former manufactured gas plant (MGP) sites where costs have been incurred and claims have been asserted: one in Shrewsbury, Missouri and two in the City of St. Louis, Missouri. Laclede Gas has enrolled the two sites in the City of St. Louis in the Missouri Department of Natural Resources Brownfields/Voluntary Cleanup Program (BVCP). MGE has enrolled all of its owned former manufactured gas plant sites in the BVCP.

With regard to the former MGP site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators agreed upon certain remedial actions to a portion of the site in a 1999 Administrative Order on Consent (AOC), which actions have been completed. On September 22, 2008, Environmental Protection Agency (EPA) Region VII issued a letter of Termination and Satisfaction terminating the AOC. However, if after this termination of the AOC, regulators require additional remedial actions, or additional claims are asserted, Laclede Gas may incur additional costs.

In conjunction with redevelopment of one of the sites located in the City of St. Louis, Laclede Gas and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the Missouri Department of Natural Resources. The Remediation Agreement also provides for a release of Laclede Gas 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 Laclede Gas 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 Laclede Gas did not materially impact the financial condition, results of operations, or cash flows of the Company.

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

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

On March 10, 2015, Laclede Gas received a Section 104(e) information request from EPA Region VII regarding the former Thompson Chemical/Superior Solvents site located at 60 Chouteau Avenue in St. Louis, Missouri. In turn, Laclede Gas 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 the information is being evaluated prior to issuing the response due to the EPA on August 21, 2015.

MGE 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, which is in the early stages of site analysis and characterization. Remediation efforts at these sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to early site characterization in Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad area.

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 Laclede Gas 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 potential responsible parties to pay, the successful completion of remediation efforts required by the Remediation Agreement described above, and any insurance recoveries.

In 2013, Laclede Gas retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Laclede Gas or MGE. 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 from $8.1 to $39.3 based upon current available facts, technology and laws and regulations.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other potential responsible parties), are incurred prior to a rate case, Laclede Gas would request from the MoPSC authority to defer such costs and collect them in the next rate case. The Company does not expect potential liabilities that may arise from remediating these sites to have a material impact on the future financial position or results of operations of Laclede Gas or the Company.

Alagasco

Alagasco owns and operates 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 Alagasco's financial position and results of operations. As environmental laws, regulations, and their interpretations change, however, Alagasco may be required to incur additional costs.

Alagasco 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. Management expects that, should future remediation of the sites be required, Alagasco’s share of the remediation costs will not materially affect the financial position and results of operations of Alagasco. During 2011, a removal action was completed at the Huntsville, Alabama MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Alagasco and the current site owner.

In 2012, Alagasco responded to an EPA Request for Information Pursuant to Section 104 of Comprehensive Environment Response, Compensation, and Liability Act (CERCLA) relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. The Request related to a former site of a manufactured gas distribution facility owned by Alagasco and located in the vicinity of the 35th Avenue Superfund Site. In September 2013, Alagasco received from the EPA a General Notice Letter and Invitation to Conduct a Removal Action at the 35th Avenue Superfund Site. The letter identifies Alagasco as a potentially responsible party (PRP) under CERCLA for the cleanup of the Site or costs the EPA incurs in cleaning up the site. The EPA also offered the PRP group the opportunity to conduct Phase I of the proposed removal action which involved removal activities at approximately 50 residences that purportedly exceed certain risk levels for contamination. All Phase I work was conducted by the EPA without PRP participation, and is completed or close to completion. In August of 2014, the EPA offered the PRP group the opportunity to conduct Phase II of the proposed removal action which involved removal activities at approximately 30 additional residences that purportedly exceed certain risk levels for contamination. Alagasco has not agreed to undertake any of the proposed removal activities.

Alagasco has discussed its designation as a PRP with the EPA (including an in-person meeting in Atlanta), and Alagasco has requested additional information from the EPA regarding the testing and removal activities and its designation as a PRP. Alagasco responded to an additional Request for Information from the EPA on June 18, 2015. At this point, Alagasco 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.

Alagasco has also been approached by a law firm regarding entry into an agreement to toll the statute of limitations with potential plaintiffs related to purported damages allegedly incurred by such potential plaintiffs in connection with the 35th Avenue Superfund Site, and is considering whether to enter into such a tolling arrangement.

The EPA published a proposal to add the 35th Avenue Superfund Site to its National Priorities List (NPL). CERCLA requires that the National Oil and Hazardous Substances Pollution Contingency Plan (NCP) include a list of national priorities among the known releases or threatened releases of hazardous substances, pollutants or contaminants throughout the United States. The NPL constitutes this list. Alagasco submitted comments in opposition to the proposed listing on January 20, 2015 and responded to an EPA Request for Information on June 18, 2015.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other potential responsible parties) are incurred, Alagasco would defer such costs and recover them over a period of time in accordance with Alagasco's Enhanced Stability Reserve (ESR). Alagasco does not expect potential liabilities that may arise from remediating these sites to have a material impact on the future financial position or results of operations of Alagasco or the Company.

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama which resulted in one fatality, personal injuries and property damage. Alagasco is cooperating with the National Transportation Safety Board which is investigating the incident. Alagasco has been named as a defendant in several lawsuits arising from the incident, and additional lawsuits and claims may be filed against Alagasco.

Alagasco is, from time to time, a party to various pending or threatened legal proceedings and has accrued a provision for its estimated liability. Certain of these lawsuits include claims for punitive damages in addition to other specified relief. Alagasco recognizes its liability for contingencies when information available indicates both a loss is probable and the amount of the loss can be reasonably estimated. Based upon information presently available, and in light of available legal and other defenses, contingent liabilities arising from threatened and pending litigation are not considered material in relation to the financial position of Alagasco. It should be noted, however, that there is uncertainty in the valuation of pending claims and prediction of litigation results.

Laclede Group

In addition to the matters noted above, the Company, Laclede Gas and Alagasco are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of such matters will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Laclede Gas, or Alagasco.

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Entity Information [Line Items]
Entity Registrant Name	LACLEDE GROUP INC
Entity Central Index Key	0001126956
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		43,322,653
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Laclede Gas
Entity Information [Line Items]
Entity Registrant Name	LACLEDE GAS CO
Entity Central Index Key	0000057183
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		24,577
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Alagasco
Entity Information [Line Items]
Entity Registrant Name	ALABAMA GAS CORP
Entity Central Index Key	0000003146
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,972,052
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION - These notes are an integral part of the accompanying unaudited financial statements of The Laclede Group, Inc. (Laclede Group or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco or the Alabama Utility). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Collectively, Laclede Gas and Alagasco are referred to as the Utilities. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring accruals) 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 the Financial Statements contained in Laclede Group's, Laclede Gas' and Alagasco's Annual Reports on Form 10-K or 10-KT for the fiscal year or transition period, as applicable, ended September 30, 2014.

The consolidated financial position, results of operations, and cash flows of Laclede Group are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between the Utilities and their affiliates, as well as intercompany balances on the Utilities' Balance Sheets, have not been eliminated from the Utilities' financial statements. As a result of the Company's August 31, 2014 acquisition of Alagasco, the Company's results of operations for the three and nine months ended June 30, 2015 include Alagasco, which impacts the comparability of the current year financial statements to prior years for Laclede Group. Nonetheless, the separate financial statements for Alabama Gas Corporation are comparable as presented. For a further discussion of the acquisition, see Note 2, Alagasco Acquisition.

The Utilities are regulated natural gas distribution utilities. Due to the seasonal nature of the Utilities, Laclede Group’s earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Laclede Group are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

REVENUE RECOGNITION

REVENUE RECOGNITION - The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at June 30, 2015 and September 30, 2014 were $26.4 and $29.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). The amount of accrued unbilled revenues, which is not recorded as revenue until billed, for Alagasco at June 30, 2015 and September 30, 2014 were $5.4 and $5.2, respectively.

Laclede Group's other subsidiaries, including LER, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, LER enters into commitments associated with the purchase or sale of natural gas. Certain of LER’s derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of LER’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 in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES

GROSS RECEIPTS TAXES - Gross receipts taxes associated with the Utilities' services are imposed on the Utilities and billed to customers. The revenue and expense amounts are recorded gross in the "Operating Revenues" and "Taxes, other than income taxes" lines, respectively, in the Company's Condensed Consolidated Statements of Income and the Utilities' Condensed Statements of Income.

REGULATED OPERATIONS

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

GOODWILL

GOODWILL - Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS - In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. This standard is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principles-based approach to the recognition of revenue. The core principle of the standard is when an entity transfers goods or services to customers it will recognize revenue in an amount that reflects the consideration the entity expects to be entitled to for those goods or services. The standard outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance was originally to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. In July 2015, the FASB approved a one-year deferral of the effective date, but companies may choose to adopt it as of the original effective date. The Company, Laclede Gas and Alagasco are currently assessing the available transition methods and the potential impacts of the standard, which must be adopted by the first quarter of fiscal 2019.

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Currently different balance sheet presentation requirements exist for debt issuance costs and debt discount and premium. Debt issuance costs are recorded as a deferred charge (asset), while debt discount and debt premium costs are recorded as a liability adjustment. This standard will require debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this standard. The guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those years, with early adoption permitted. The application of this standard will be retrospective, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific impacts of applying the new guidance. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2017.

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014
ASSETS
Utility Plant	$ 4,108.4	$ 3,928.3
Less: Accumulated depreciation and amortization	1,239.1	1,168.6
Net Utility Plant	2,869.3	2,759.7
Non-utility Property (net of accumulated depreciation and amortization, $7.4 and $6.7 at June 30, 2015 and September 30, 2014, respectively)	12.2	9.2
Goodwill	946.0	937.8
Other Property and Investments	63.1	60.0
Total Other Property and Investments	1,021.3	1,007.0
Current Assets:
Cash and cash equivalents	5.7	16.1
Accounts receivable:
Utility	139.7	148.2
Other	86.7	86.5
Allowance for doubtful accounts	(15.7)	(15.9)
Delayed customer billings	21.9	10.8
Inventories:
Natural gas	136.7	245.5
Propane gas	12.0	11.7
Materials and supplies	14.6	13.0
Natural gas receivable	19.8	7.3
Derivative instrument assets	3.6	2.4
Unamortized purchased gas adjustments	0.0	54.0
Regulatory assets	27.0	26.8
Prepayments and other	31.0	21.6
Total Current Assets	483.0	628.0
Deferred Charges:
Regulatory assets	644.6	614.3
Other	64.7	65.0
Total Deferred Charges	709.3	679.3
Total Assets	5,082.9	5,074.0
Capitalization:
Common stock	43.3	43.2
Paid-in capital	1,035.6	1,029.4
Retained earnings	532.9	437.5
Accumulated other comprehensive loss	(3.2)	(1.7)
Total Common Stock Equity	1,608.6	1,508.4
Long-term debt (less current portion)	1,736.4	1,851.0
Total Capitalization	3,345.0	3,359.4
Current Liabilities:
Current portion of long-term debt	80.0	0.0
Notes payable	211.4	287.1
Accounts payable	148.1	176.7
Advance customer billings	12.9	32.2
Wages and compensation accrued	30.5	36.0
Dividends payable	20.9	19.9
Customer deposits	34.2	34.0
Interest accrued	19.4	15.1
Unamortized purchased gas adjustments	52.3	22.4
Taxes accrued	45.0	63.4
Deferred income taxes	0.0	9.9
Regulatory liabilities	29.4	41.3
Other	36.3	47.8
Total Current Liabilities	720.4	785.8
Deferred Credits and Other Liabilities:
Deferred income taxes	487.7	383.8
Pension and postretirement benefit costs	233.3	244.9
Asset retirement obligations	102.7	99.2
Regulatory liabilities	114.9	125.8
Other	78.9	75.1
Total Deferred Credits and Other Liabilities	$ 1,017.5	$ 928.8
Commitments and Contingencies
Total Capitalization and Liabilities	$ 5,082.9	$ 5,074.0
Laclede Gas
ASSETS
Utility Plant	2,527.4	2,403.3
Less: Accumulated depreciation and amortization	581.2	542.3
Net Utility Plant	1,946.2	1,861.0
Goodwill	210.2	210.2
Other Property and Investments	58.4	55.7
Total Other Property and Investments	268.6	265.9
Current Assets:
Cash and cash equivalents	3.0	3.7
Accounts receivable:
Utility	103.4	111.1
Other	28.2	19.2
Allowance for doubtful accounts	(10.6)	(10.7)
Delayed customer billings	21.9	10.8
Receivables from associated companies	2.9	11.4
Inventories:
Natural gas	89.9	191.1
Propane gas	12.0	11.7
Materials and supplies	9.3	7.8
Unamortized purchased gas adjustments	0.0	54.0
Regulatory assets	17.5	18.0
Prepayments and other	19.0	15.5
Total Current Assets	296.5	443.6
Deferred Charges:
Regulatory assets	558.0	523.7
Other	7.8	10.8
Total Deferred Charges	565.8	534.5
Total Assets	3,077.1	3,105.0
Capitalization:
Common stock and Paid-in capital	747.3	744.1
Retained earnings	314.8	265.6
Accumulated other comprehensive loss	(2.0)	(1.9)
Total Common Stock Equity	1,060.1	1,007.8
Long-term debt (less current portion)	808.1	807.9
Total Capitalization	1,868.2	1,815.7
Current Liabilities:
Notes payable	135.2	238.6
Notes payable – associated companies	0.0	0.0
Accounts payable	57.0	70.1
Accounts payable – associated companies	6.9	6.0
Advance customer billings	0.0	15.5
Wages and compensation accrued	26.4	30.3
Dividends payable	19.9	19.0
Customer deposits	14.7	14.8
Interest accrued	9.4	8.1
Unamortized purchased gas adjustments	20.8	0.0
Taxes accrued	39.0	43.9
Other	20.2	41.9
Total Current Liabilities	349.5	488.2
Deferred Credits and Other Liabilities:
Deferred income taxes	466.7	399.8
Pension and postretirement benefit costs	200.4	215.3
Asset retirement obligations	73.8	71.2
Regulatory liabilities	70.9	72.1
Other	47.6	42.7
Total Deferred Credits and Other Liabilities	$ 859.4	$ 801.1
Commitments and Contingencies
Total Capitalization and Liabilities	$ 3,077.1	$ 3,105.0
Alagasco
ASSETS
Utility Plant	1,581.0	1,525.1
Less: Accumulated depreciation and amortization	657.8	626.4
Net Utility Plant	923.2	898.7
Current Assets:
Cash and cash equivalents	0.2	5.6
Accounts receivable:
Utility	36.3	39.0
Other	5.7	5.1
Allowance for doubtful accounts	(5.1)	(5.1)
Inventories:
Natural gas	35.3	48.0
Materials and supplies	5.1	5.1
Regulatory assets	9.5	8.8
Deferred income taxes	3.6	2.3
Prepayments and other	6.4	1.6
Total Current Assets	97.0	110.4
Deferred Charges:
Regulatory assets	86.6	90.6
Deferred income taxes	245.2	277.8
Other	51.3	47.1
Total Deferred Charges	383.1	415.5
Total Assets	1,403.3	1,424.6
Capitalization:
Common stock	0.0	0.0
Paid-in capital	481.1	503.9
Retained earnings	403.3	345.7
Total Common Stock Equity	884.4	849.6
Long-term debt (less current portion)	135.0	249.8
Total Capitalization	1,019.4	1,099.4
Current Liabilities:
Current portion of long-term debt	80.0	0.0
Notes payable	8.5	16.0
Accounts payable	33.6	34.2
Accounts payable – associated companies	1.7	0.4
Advance customer billings	12.9	16.7
Wages and compensation accrued	4.0	5.7
Customer deposits	19.5	19.1
Interest accrued	3.2	3.9
Unamortized purchased gas adjustments	31.5	22.4
Taxes accrued	25.0	30.0
Regulatory liabilities	28.8	40.7
Other	6.7	6.8
Total Current Liabilities	255.4	195.9
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	32.9	29.6
Asset retirement obligations	28.7	27.7
Regulatory liabilities	44.3	53.7
Other	22.6	18.3
Total Deferred Credits and Other Liabilities	128.5	129.3
Total Capitalization and Liabilities	$ 1,403.3	$ 1,424.6

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Laclede Group

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for the Company are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	5.7	$	5.7	$	5.7	$	—	$	—
Short-term debt	211.4		211.4		—		211.4		—
Long-term debt, including current portion	1,816.4		1,888.4		—		1,888.4		—
As of September 30, 2014
Cash and cash equivalents	$	16.1	$	16.1	$	16.1	$	—	$	—
Short-term debt	287.1		287.1		—		287.1		—
Long-term debt	1,851.0		1,937.3		—		1,937.3		—

Laclede Gas

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Laclede Gas are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	3.0	$	3.0	$	3.0	$	—	$	—
Short-term debt	135.2		135.2		—		135.2		—
Long-term debt	808.1		868.5		—		868.5		—
As of September 30, 2014
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—	$	—
Short-term debt	238.6		238.6		—		238.6		—
Long-term debt	807.9		876.2		—		876.2		—

Alagasco

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis for Alagasco are as follows:

					Classification of Estimated Fair Value
($ Millions)	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2015
Cash and cash equivalents	$	0.2	$	0.2	$	0.2	$	—	$	—
Short-term debt	8.5		8.5		—		8.5		—
Long-term debt, including current portion	215.0		226.7		—		226.7		—
As of September 30, 2014
Cash and cash equivalents	$	5.6	$	5.6	$	5.6	$	—	$	—
Short-term debt	16.0		16.0		—		16.0		—
Long-term debt	249.8		266.4		—		266.4		—

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REGULATORY MATTERS

9 Months Ended

Jun. 30, 2015

Regulated Operations [Abstract]

REGULATORY MATTERS

REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, Laclede Gas and Alagasco account for regulated operations in accordance with FASB ASC Topic 980, "Regulated Operations." The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of June 30, 2015 and September 30, 2014.

	Laclede Group				Laclede Gas				Alagasco
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014		2015		2014
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	21.6	$	21.4	$	15.2	$	15.0	$	6.4	$	6.4
Unamortized purchased gas adjustments	—		54.0		—		54.0		—		—
Other	5.4		5.4		2.3		3.0		3.1		2.4
Total Regulatory Assets (current)	27.0		80.8		17.5		72.0		9.5		8.8
Non-current:
Future income taxes due from customers	130.3		117.0		130.3		117.0		—		—
Pension and postretirement benefit costs	424.6		431.5		362.9		365.4		61.7		66.1
Accretion and depreciation of asset retirement obligations	19.5		18.4		—		—		19.5		18.4
Purchased gas costs	20.9		4.3		20.9		4.3		—		—
Energy efficiency	21.3		18.9		21.3		18.9		—		—
Other	28.0		24.2		22.6		18.1		5.4		6.1
Total Regulatory Assets (non-current)	644.6		614.3		558.0		523.7		86.6		90.6
Total Regulatory Assets	$	671.6	$	695.1	$	575.5	$	595.7	$	96.1	$	99.4
Regulatory Liabilities:
Current:
RSE adjustment	$	10.3	$	19.8	$	—	$	—	$	10.3	$	19.8
Unbilled service margin	5.4		5.2		—		—		5.4		5.2
Refundable negative salvage	10.8		13.4		—		—		10.8		13.4
Unamortized purchased gas adjustments	52.3		22.4		20.8		—		31.5		22.4
Other	2.9		2.9		0.6		0.6		2.3		2.3
Total Regulatory Liabilities (current)	81.7		63.7		21.4		0.6		60.3		63.1
Non-current:
Postretirement liabilities	24.5		26.2		—		—		24.5		26.2
Refundable negative salvage	16.2		26.8		—		—		16.2		26.8
Accrued cost of removal	59.1		60.5		59.1		60.5		—		—
Other	15.1		12.3		11.8		11.6		3.6		0.7
Total Regulatory Liabilities (non-current)	114.9		125.8		70.9		72.1		44.3		53.7
Total Regulatory Liabilities	$	196.6	$	189.5	$	92.3	$	72.7	$	104.6	$	116.8

A portion of the Company's and Laclede Gas' regulatory assets are not earning a return, as shown in the schedule below:

	Laclede Group				Laclede Gas
	June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014
Regulatory Assets Not Earning a Return:
Future income taxes due from customers	$	130.3	$	117.0	$	130.3	$	117.0
Pension and postretirement benefit costs	221.2		240.9		221.2		240.9
Other	14.6		16.0		14.6		16.0
Total Regulatory Assets Not Earning a Return	$	366.1	$	373.9	$	366.1	$	373.9

Like all the Company's regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The Company and Laclede Gas expect these items to be recovered over a period not to exceed 15 years consistent with precedent set by the MoPSC. The portion of regulatory assets related to pensions and other postemployment benefits that pertains to unfunded differences between the projected benefit obligation and plan assets also does not earn a rate of return. Alagasco does not have any regulatory assets that are not earning a return.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jun. 30, 2015

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements, Measured on Recurring Basis

The following tables for Laclede Group and Laclede Gas categorize 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. Currently Alagasco has no assets or liabilities that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

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

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), 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 June 30, 2015 and September 30, 2014 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 the "Other investments" line of the 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 or Laclede Gas and the counterparty to a derivative contract.

Laclede Group

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Subtotal	17.7		4.0		—		(1.7		)	20.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.7		2.6		—		(4.1		)	1.2
Natural gas commodity contracts	$	—	$	2.4	$	0.7	$	(0.5	)	2.6
Total	$	20.4	$	9.0	$	0.7	$	(6.3	)	$	23.8
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	9.5	$	—	$	—	$	(9.5	)	$	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Subtotal	9.9		7.1		—		(9.9		)	7.1
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		2.9		—		(3.3		)	—
Natural gas commodity contracts	—		0.9		—		(0.5		)	0.4
Total	$	10.3	$	10.9	$	—	$	(13.7	)	$	7.5
As of September 30, 2014
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Subtotal	18.1		4.0		—		(2.5		)	19.6
Gas Marketing
NYMEX natural gas contracts	1.0		1.2		—		(1.8		)	0.4
Natural gas commodity contracts	—		2.7		0.2		(0.2		)	2.7
Total	$	19.1	$	7.9	$	0.2	$	(4.5	)	$	22.7
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	5.2	$	—	$	—	$	(5.2	)	$	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
Gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	5.4		4.1		—		(5.5		)	4.0
Gas Marketing
NYMEX/ICE natural gas contracts	1.1		0.7		—		(1.8		)	—
Natural gas commodity contracts	—		0.7		—		(0.2		)	0.5
Total	$	6.5	$	5.5	$	—	$	(7.5	)	$	4.5

Laclede Gas

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements, Measured on Recurring Basis

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	17.7		4.0		—		(1.7		)	20.0
LIABILITIES
NYMEX/ICE natural gas contracts	9.5		—		—		(9.5		)	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
Gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Total	$	9.9	$	7.1	$	—	$	(9.9	)	$	7.1
As of September 30, 2014
ASSETS
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Total	18.1		4.0		—		(2.5		)	19.6
LIABILITIES
NYMEX/ICE natural gas contracts	5.2		—		—		(5.2		)	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	5.4	$	4.1	$	—	$	(5.5	)	$	4.0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Schedule of gross receipts taxes

The following table presents gross receipts taxes recorded:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Laclede Group	$	14.6	$	13.7	$	87.0	$	67.9
Laclede Gas	11.1		13.7		66.9		67.9
Alagasco	3.5		4.7		20.1		24.1

Schedule of inter-company transactions

Laclede Gas had the following transactions with affiliates:

	Three Months Ended June 30,				Nine Months Ended June 30,
($ Millions)	2015		2014		2015		2014
Sales of natural gas from Laclede Gas to LER	$	0.9	$	0.2	$	3.8	$	4.5
Sales of natural gas from LER to Laclede Gas	15.2		28.1		56.5		72.5
Transportation services provided by Laclede Pipeline Company to Laclede Gas	0.3		0.3		0.8		0.8

Schedule of goodwill

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

9 Months Ended

Jun. 30, 2015

Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

This footnote includes all pension plans of the Company whether historical plans or those acquired as part of the purchase of certain assets and liabilities of MGE on September 1, 2013 or those acquired in the Alagasco Transaction effective August 31, 2014. The net pension and postretirement obligations were re-measured at the applicable acquisition dates as well as at the fiscal year end.

Pension Plans

The pension plans of Laclede Group consist of plans for employees at the Missouri Utilities and plans covering employees of Alagasco.

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 US government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments and investments in diversified mutual funds.

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

The net periodic pension cost included the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	4.4		$	2.4		$	13.0		$	7.3
Interest cost on projected benefit obligation	7.4			6.0			22.3			18.0
Expected return on plan assets	(9.4		)	(6.6		)	(28.1		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	16.8			3.8			25.7			12.4
Regulatory adjustment	(6.3		)	2.9			3.4			7.4
Net pension cost	$	10.5		$	6.7		$	29.1		$	19.8

Laclede Gas
Service cost – benefits earned during the period	$	2.9		$	2.4		$	8.6		$	7.3
Interest cost on projected benefit obligation	5.8			6.0			17.6			18.0
Expected return on plan assets	(7.3		)	(6.6		)	(21.9		)	(19.9		)
Amortization of prior service cost	0.1			0.2			0.3			0.4
Amortization of actuarial loss	1.8			1.8			5.7			5.3
Loss on lump-sum settlements	12.5			—			12.5			1.3
Sub-total	15.8			3.8			22.8			12.4
Regulatory adjustment	(7.8		)	2.9			(1.0		)	7.4
Net pension cost	$	8.0		$	6.7		$	21.8		$	19.8

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.9		$	4.4		$	5.5
Interest cost on projected benefit obligation	1.6			1.5			4.7			4.4
Expected return on plan assets	(2.1		)	(1.9		)	(6.2		)	(5.6		)
Amortization of prior service cost	—			—			—			0.1
Amortization of actuarial loss	—			0.9			—			2.9
Loss on lump-sum settlements	—			—			—			10.9
Sub-total	1.0			2.4			2.9			18.2
Regulatory adjustment	1.5			0.3			4.4			(10.3		)
Net pension cost	$	2.5		$	2.7		$	7.3		$	7.9

Pursuant to the provisions of the Missouri Utilities' and Alagasco's pension plans, pension obligations may be satisfied by lump-sum cash payments. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs in a specific year. Two Laclede Gas plans and one Alagasco plan met the criteria for settlement recognition in the quarter ended June 30, 2015, requiring remeasurement of the obligation under those plans using updated census data and assumptions for discount rate and mortality. The net reduction in projected benefit obligation was $7.4.

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 year 2015 contributions to Laclede Gas' pension plans through June 30, 2015 were $27.2 to the qualified trusts and $0.3 to the non-qualified plans. There were no fiscal 2015 contributions to the Alagasco pension plans through June 30, 2015.

Contributions to the Missouri Utilities' pension plans for the remaining three months of fiscal 2015 are anticipated to be approximately zero to the qualified trusts and $0.2 to the non-qualified plans. There are no expected contributions to Alagasco's pension plans for the remaining three months of fiscal 2015.

Postretirement Benefits

The Utilities provide certain life insurance benefits at retirement. Laclede Gas plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the MGE plans provided medical insurance after retirement until death. For retirements after January 1, 2015, the MGE plans provide medical insurance after early retirement until age 65. The transition obligation not yet included in postretirement benefit cost is being amortized over 20 years. Under the Alagasco plans, medical insurance is currently available 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 cost for the Company consisted of the following components:

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Group
Service cost – benefits earned during the period	$	3.2		$	2.8		$	9.6		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.8			2.1			8.4			6.5
Expected return on plan assets	(3.3		)	(1.7		)	(9.9		)	(5.1		)
Amortization of prior service credit	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.2			4.7			12.5			14.3
Regulatory adjustment	(2.8		)	(2.4		)	(8.2		)	(7.2		)
Net postretirement benefit cost	$	1.4		$	2.3		$	4.3		$	7.1

	Three Months Ended   June 30,						Nine Months Ended   June 30,
($ Millions)	2015			2014			2015			2014
Laclede Gas
Service cost – benefits earned during the period	$	3.0		$	2.8		$	9.2		$	8.4
Interest cost on accumulated postretirement benefit obligation	2.2			2.1			6.5			6.5
Expected return on plan assets	(2.0		)	(1.7		)	(6.1		)	(5.1		)
Amortization of prior service cost	0.2			—			0.6			—
Amortization of actuarial loss	1.3			1.5			3.8			4.5
Sub-total	4.7			4.7			14.0			14.3
Regulatory adjustment	(2.3		)	(2.4		)	(6.9		)	(7.2		)
Net postretirement benefit cost	$	2.4		$	2.3		$	7.1		$	7.1

Alagasco
Service cost – benefits earned during the period	$	0.2		$	0.1		$	0.4		$	0.5
Interest cost on accumulated postretirement benefit obligation	0.6			0.7			1.9			1.9
Expected return on plan assets	(1.3		)	(1.3		)	(3.8		)	(3.4		)
Amortization of actuarial gain	—			(0.4		)	—			(0.9		)
Amortization of transition obligation	—			—			—			0.3
Sub-total	(0.5		)	(0.9		)	(1.5		)	(1.6		)
Regulatory adjustment	(0.5		)	—			(1.3		)	—
Net postretirement benefit income	$	(1.0	)	$	(0.9	)	$	(2.8	)	$	(1.6	)

Missouri and Alabama state law provides 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. Fiscal year 2015 contributions to the postretirement plans through June 30, 2015 were $8.9 for the Missouri Utilities. Contributions to the postretirement plans for the remaining three months of fiscal year 2015 are anticipated to be $9.2 to the qualified trusts and $0.2 paid directly to participants from the Missouri Utilities' funds. For Alagasco, there were no contributions to the postretirement plans during the first nine months of fiscal year 2015, and there are none expected for the remaining three months.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The following tables for Laclede Group and Laclede Gas categorize 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. Currently Alagasco has no assets or liabilities that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

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

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), 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 June 30, 2015 and September 30, 2014 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 the "Other investments" line of the 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 or Laclede Gas and the counterparty to a derivative contract.

Laclede Group

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Subtotal	17.7		4.0		—		(1.7		)	20.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.7		2.6		—		(4.1		)	1.2
Natural gas commodity contracts	$	—	$	2.4	$	0.7	$	(0.5	)	2.6
Total	$	20.4	$	9.0	$	0.7	$	(6.3	)	$	23.8
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	9.5	$	—	$	—	$	(9.5	)	$	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Subtotal	9.9		7.1		—		(9.9		)	7.1
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		2.9		—		(3.3		)	—
Natural gas commodity contracts	—		0.9		—		(0.5		)	0.4
Total	$	10.3	$	10.9	$	—	$	(13.7	)	$	7.5
As of September 30, 2014
ASSETS
Gas Utility
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Subtotal	18.1		4.0		—		(2.5		)	19.6
Gas Marketing
NYMEX natural gas contracts	1.0		1.2		—		(1.8		)	0.4
Natural gas commodity contracts	—		2.7		0.2		(0.2		)	2.7
Total	$	19.1	$	7.9	$	0.2	$	(4.5	)	$	22.7
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	5.2	$	—	$	—	$	(5.2	)	$	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
Gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	5.4		4.1		—		(5.5		)	4.0
Gas Marketing
NYMEX/ICE natural gas contracts	1.1		0.7		—		(1.8		)	—
Natural gas commodity contracts	—		0.7		—		(0.2		)	0.5
Total	$	6.5	$	5.5	$	—	$	(7.5	)	$	4.5

Laclede Gas

($ Millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of June 30, 2015
ASSETS
U. S. stock/bond mutual funds	$	16.0	$	4.0	$	—	$	—		$	20.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	17.7		4.0		—		(1.7		)	20.0
LIABILITIES
NYMEX/ICE natural gas contracts	9.5		—		—		(9.5		)	—
OTCBB natural gas contracts	—		7.1		—		—			7.1
Gasoline and heating oil contracts	0.4		—		—		(0.4		)	—
Total	$	9.9	$	7.1	$	—	$	(9.9	)	$	7.1
As of September 30, 2014
ASSETS
U. S. stock/bond mutual funds	$	15.7	$	3.9	$	—	$	—		$	19.6
NYMEX/ICE natural gas contracts	2.4		—		—		(2.4		)	—
OTCBB natural gas contracts	—		0.1		—		(0.1		)	—
Total	18.1		4.0		—		(2.5		)	19.6
LIABILITIES
NYMEX/ICE natural gas contracts	5.2		—		—		(5.2		)	—
OTCBB natural gas contracts	—		4.1		—		(0.1		)	4.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	5.4	$	4.1	$	—	$	(5.5	)	$	4.0

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CONCENTRATIONS OF CREDIT RISK

9 Months Ended

Jun. 30, 2015

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

Other than in LER (the Gas Marketing segment), Laclede Group has no significant concentrations of credit risk.

A significant portion of LER’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, LER 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, LER may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, LER may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry from which LER both sells and purchases 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. LER records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in LER's accounts receivable attributable to energy producers and their marketing affiliates totaled $11.3 at June 30, 2015. Net receivable amounts from these customers on the same date, reflecting netting arrangements, were $8.6. LER's accounts receivable attributable to utility companies and their marketing affiliates comprised $17.6 of total accounts receivable at June 30, 2015, while net receivable amounts from these customers, reflecting netting arrangements, were $15.5.

LER also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At June 30, 2015, the amounts included in accounts receivable from LER’s five largest counterparties (in terms of net accounts receivable exposure) totaled $17.2. These five counterparties are either investment-grade rated or owned by investment-grade rated companies. Net receivable amounts from these five customers on the same date, reflecting netting arrangements, were $14.9.

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INFORMATION BY OPERATING SEGMENT

9 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

INFORMATION BY OPERATING SEGMENT

INFORMATION BY OPERATING SEGMENT

The Company has two key operating segments: Gas Utility and Gas Marketing. The Gas Utility segment comprises the regulated operations of the Utilities, consisting of Laclede Gas and Alagasco. Laclede Gas and Alagasco are public utilities engaged in the retail distribution and sale of natural gas serving an area in eastern Missouri through its legacy Laclede Gas assets, an area in western Missouri through its MGE assets, and central and northern Alabama through its Alagasco assets. The Gas Marketing segment includes the results of LER, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, and LER Storage Services, Inc., which utilizes natural gas storage contracts for providing natural gas sales. Other includes:

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

• Laclede Pipeline Company, a subsidiary of Laclede Group which operates a propane pipeline under Federal Energy Regulatory Commission (FERC) jurisdiction, and

• Laclede Group’s subsidiaries that are engaged in, among other activities, oil production, real estate development, compression of natural gas, and financial investments in other enterprises. All subsidiaries are wholly owned.

Accounting policies and intersegment transactions are described in Note 1, Summary of Significant Accounting Policies.

($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	260.2	$	14.5	$	0.5		$	—		$	275.2
Intersegment revenues	1.0		14.4		0.5			(15.9		)	—
Total Operating Revenues	261.2		28.9		1.0			(15.9		)	275.2
Operating Expenses:
Gas Utility
Natural and propane gas	73.2		—		—			(15.5		)	57.7
Other operation and maintenance	90.9		—		—			(0.3		)	90.6
Depreciation and amortization	32.5		—		—			—			32.5
Taxes, other than income taxes	26.2		—		—			—			26.2
Total Gas Utility Operating Expenses	222.8		—		—			(15.8		)	207.0
Gas Marketing	—		27.4		—			—			27.4
Other	—		—		4.9			(0.1		)	4.8
Total Operating Expenses	222.8		27.4		4.9			(15.9		)	239.2
Operating Income (Loss)	$	38.4	$	1.5	$	(3.9	)	$	—		$	36.0
Net Economic Earnings (Loss)	$	16.5	$	0.5	$	(5.9	)	$	—		$	11.1
Three Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	214.0	$	27.1	$	0.7		$	—		$	241.8
Intersegment revenues	0.2		27.9		0.5			(28.6		)	—
Total Operating Revenues	214.2		55.0		1.2			(28.6		)	241.8
Operating Expenses:
Gas Utility
Natural and propane gas	77.6		—		—			(28.3		)	49.3
Other operation and maintenance	73.3		—		—			(0.3		)	73.0
Depreciation and amortization	18.4		—		—			—			18.4
Taxes, other than income taxes	22.2		—		—			—			22.2
Total Gas Utility Operating Expenses	191.5		—		—			(28.6		)	162.9
Gas Marketing	—		50.0		—			—			50.0
Other	—		—		4.2			—			4.2
Total Operating Expenses	191.5		50.0		4.2			(28.6		)	217.1
Operating Income (Loss)	$	22.7	$	5.0	$	(3.0	)	$	—		$	24.7
Net Economic Earnings (Loss)	$	13.3	$	1.9	$	(0.7	)	$	—		$	14.5

($ Millions)	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2015
Operating Revenues:
Revenues from external customers	$	1,688.6	$	82.3	$	1.3		$	—		$	1,772.2
Intersegment revenues	4.0		52.9		1.5			(58.4		)	—
Total Operating Revenues	1,692.6		135.2		2.8			(58.4		)	1,772.2
Operating Expenses:
Gas Utility
Natural and propane gas	902.1		—		—			(57.3		)	844.8
Other operation and maintenance	292.3		—		—			(0.8		)	291.5
Depreciation and amortization	96.7		—		—			—			96.7
Taxes, other than income taxes	119.9		—		—			—			119.9
Total Gas Utility Operating Expenses	1,411.0		—		—			(58.1		)	1,352.9
Gas Marketing	—		129.5		—			—			129.5
Other	—		—		9.1			(0.3		)	8.8
Total Operating Expenses	1,411.0		129.5		9.1			(58.4		)	1,491.2
Operating Income (Loss)	$	281.6	$	5.7	$	(6.3	)	$	—		$	281.0
Net Economic Earnings (Loss)	$	162.8	$	3.0	$	(11.4	)	$	—		$	154.4
Nine Months Ended June 30, 2014
Operating Revenues:
Revenues from external customers	$	1,283.6	$	120.2	$	1.1		$	—		$	1,404.9
Intersegment revenues	4.5		68.0		1.5			(74.0		)	—
Total Operating Revenues	1,288.1		188.2		2.6			(74.0		)	1,404.9
Operating Expenses:
Gas Utility
Natural and propane gas	769.7		—		—			(73.3		)	696.4
Other operation and maintenance	208.0		—		—			(0.7		)	207.3
Depreciation and amortization	58.5		—		—			—			58.5
Taxes, other than income taxes	92.6		—		—			—			92.6
Total Gas Utility Operating Expenses	1,128.8		—		—			(74.0		)	1,054.8
Gas Marketing	—		166.8		—			—			166.8
Other	—		—		8.5			—			8.5
Total Operating Expenses	1,128.8		166.8		8.5			(74.0		)	1,230.1
Operating Income (Loss)	$	159.3	$	21.4	$	(5.9	)	$	—		$	174.8
Net Economic Earnings (Loss)	$	93.8	$	9.8	$	(1.1	)	$	—		$	102.5

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

	June 30,			September 30,
($ Millions)	2015			2014
Total Assets:
Gas Utility	$	4,480.1		$	4,520.0
Gas Marketing	151.2			156.7
Other	1,560.6			1,575.7
Eliminations	(1,109.0		)	(1,178.4		)
Total Assets	$	5,082.9		$	5,074.0

The following table reconciles the Company's Net Income (GAAP) to Net Economic Earnings (Non-GAAP):

	Three Months Ended June 30,						Nine Months Ended June 30,
($ Millions)	2015			2014			2015			2014
Net Income (GAAP)	$	14.1		$	11.7		$	155.6		$	99.5
Unrealized loss (gain) on energy-related derivative contracts	(1.7		)	(1.0		)	(2.1		)	(2.3		)
Lower of cost or market inventory adjustments	(0.2		)	(0.1		)	—			(0.7		)
Realized loss (gain) on economic hedges prior to sale of the physical commodity	1.5			—			1.6			(0.1		)
Acquisition, divestiture and restructuring activities	2.1			3.9			4.0			6.1
Gain on sale of property	(4.7		)	—			(4.7		)	—
Net Economic Earnings (Non-GAAP)	$	11.1		$	14.5		$	154.4		$	102.5

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Sep. 30, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 5.7	$ 16.1	$ 571.8	$ 53.0
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	5.7	16.1
Short-term debt	211.4	287.1
Long-term debt, including current portion	1,816.4	1,851.0
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	5.7	16.1
Short-term debt	211.4	287.1
Long-term debt, including current portion	1,888.4	1,937.3
Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.0	3.7	6.0	23.9
Laclede Gas | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.0	3.7
Short-term debt	135.2	238.6
Long-term debt, including current portion	808.1	807.9
Laclede Gas | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.0	3.7
Short-term debt	135.2	238.6
Long-term debt, including current portion	868.5	876.2
Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.2	5.6	$ 11.8	$ 8.5
Alagasco | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.2	5.6
Short-term debt	8.5	16.0
Long-term debt, including current portion	215.0	249.8
Alagasco | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.2	5.6
Short-term debt	8.5	16.0
Long-term debt, including current portion	226.7	266.4
Quoted Prices in Active Markets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	5.7	16.1
Short-term debt	0.0	0.0
Long-term debt, including current portion	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.0	3.7
Short-term debt	0.0	0.0
Long-term debt, including current portion	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.2	5.6
Short-term debt	0.0	0.0
Long-term debt, including current portion	0.0	0.0
Significant Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	211.4	287.1
Long-term debt, including current portion	1,888.4	1,937.3
Significant Observable Inputs (Level 2) | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	135.2	238.6
Long-term debt, including current portion	868.5	876.2
Significant Observable Inputs (Level 2) | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	8.5	16.0
Long-term debt, including current portion	226.7	266.4
Significant Unobservable Inputs (Level 3)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	0.0	0.0
Long-term debt, including current portion	0.0	0.0
Significant Unobservable Inputs (Level 3) | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	0.0	0.0
Long-term debt, including current portion	0.0	0.0
Significant Unobservable Inputs (Level 3) | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0
Short-term debt	0.0	0.0
Long-term debt, including current portion	$ 0.0	$ 0.0

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REGULATORY MATTERS (Tables)

9 Months Ended

Jun. 30, 2015

Regulated Operations [Abstract]

Schedule of regulatory assets

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of June 30, 2015 and September 30, 2014.

	Laclede Group				Laclede Gas				Alagasco
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014		2015		2014
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	21.6	$	21.4	$	15.2	$	15.0	$	6.4	$	6.4
Unamortized purchased gas adjustments	—		54.0		—		54.0		—		—
Other	5.4		5.4		2.3		3.0		3.1		2.4
Total Regulatory Assets (current)	27.0		80.8		17.5		72.0		9.5		8.8
Non-current:
Future income taxes due from customers	130.3		117.0		130.3		117.0		—		—
Pension and postretirement benefit costs	424.6		431.5		362.9		365.4		61.7		66.1
Accretion and depreciation of asset retirement obligations	19.5		18.4		—		—		19.5		18.4
Purchased gas costs	20.9		4.3		20.9		4.3		—		—
Energy efficiency	21.3		18.9		21.3		18.9		—		—
Other	28.0		24.2		22.6		18.1		5.4		6.1
Total Regulatory Assets (non-current)	644.6		614.3		558.0		523.7		86.6		90.6
Total Regulatory Assets	$	671.6	$	695.1	$	575.5	$	595.7	$	96.1	$	99.4
Regulatory Liabilities:
Current:
RSE adjustment	$	10.3	$	19.8	$	—	$	—	$	10.3	$	19.8
Unbilled service margin	5.4		5.2		—		—		5.4		5.2
Refundable negative salvage	10.8		13.4		—		—		10.8		13.4
Unamortized purchased gas adjustments	52.3		22.4		20.8		—		31.5		22.4
Other	2.9		2.9		0.6		0.6		2.3		2.3
Total Regulatory Liabilities (current)	81.7		63.7		21.4		0.6		60.3		63.1
Non-current:
Postretirement liabilities	24.5		26.2		—		—		24.5		26.2
Refundable negative salvage	16.2		26.8		—		—		16.2		26.8
Accrued cost of removal	59.1		60.5		59.1		60.5		—		—
Other	15.1		12.3		11.8		11.6		3.6		0.7
Total Regulatory Liabilities (non-current)	114.9		125.8		70.9		72.1		44.3		53.7
Total Regulatory Liabilities	$	196.6	$	189.5	$	92.3	$	72.7	$	104.6	$	116.8

A portion of the Company's and Laclede Gas' regulatory assets are not earning a return, as shown in the schedule below:

	Laclede Group				Laclede Gas
	June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014
Regulatory Assets Not Earning a Return:
Future income taxes due from customers	$	130.3	$	117.0	$	130.3	$	117.0
Pension and postretirement benefit costs	221.2		240.9		221.2		240.9
Other	14.6		16.0		14.6		16.0
Total Regulatory Assets Not Earning a Return	$	366.1	$	373.9	$	366.1	$	373.9

Schedule of regulatory liabilities

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of June 30, 2015 and September 30, 2014.

	Laclede Group				Laclede Gas				Alagasco
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
($ Millions)	2015		2014		2015		2014		2015		2014
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	21.6	$	21.4	$	15.2	$	15.0	$	6.4	$	6.4
Unamortized purchased gas adjustments	—		54.0		—		54.0		—		—
Other	5.4		5.4		2.3		3.0		3.1		2.4
Total Regulatory Assets (current)	27.0		80.8		17.5		72.0		9.5		8.8
Non-current:
Future income taxes due from customers	130.3		117.0		130.3		117.0		—		—
Pension and postretirement benefit costs	424.6		431.5		362.9		365.4		61.7		66.1
Accretion and depreciation of asset retirement obligations	19.5		18.4		—		—		19.5		18.4
Purchased gas costs	20.9		4.3		20.9		4.3		—		—
Energy efficiency	21.3		18.9		21.3		18.9		—		—
Other	28.0		24.2		22.6		18.1		5.4		6.1
Total Regulatory Assets (non-current)	644.6		614.3		558.0		523.7		86.6		90.6
Total Regulatory Assets	$	671.6	$	695.1	$	575.5	$	595.7	$	96.1	$	99.4
Regulatory Liabilities:
Current:
RSE adjustment	$	10.3	$	19.8	$	—	$	—	$	10.3	$	19.8
Unbilled service margin	5.4		5.2		—		—		5.4		5.2
Refundable negative salvage	10.8		13.4		—		—		10.8		13.4
Unamortized purchased gas adjustments	52.3		22.4		20.8		—		31.5		22.4
Other	2.9		2.9		0.6		0.6		2.3		2.3
Total Regulatory Liabilities (current)	81.7		63.7		21.4		0.6		60.3		63.1
Non-current:
Postretirement liabilities	24.5		26.2		—		—		24.5		26.2
Refundable negative salvage	16.2		26.8		—		—		16.2		26.8
Accrued cost of removal	59.1		60.5		59.1		60.5		—		—
Other	15.1		12.3		11.8		11.6		3.6		0.7
Total Regulatory Liabilities (non-current)	114.9		125.8		70.9		72.1		44.3		53.7
Total Regulatory Liabilities	$	196.6	$	189.5	$	92.3	$	72.7	$	104.6	$	116.8

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions		9 Months Ended	12 Months Ended
	Jan. 06, 2015 USD ($)	Jun. 30, 2015 USD ($) Operating_Segment	Sep. 30, 2014 USD ($)	Mar. 31, 2015 USD ($)	Jun. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Related Party Transaction [Line Items]
Number of operating segments | Operating_Segment		2
Goodwill		$ 946.0	$ 937.8
Stockholders' Equity		1,608.6	1,508.4		$ 1,533.8	$ 1,046.3
Laclede Gas
Related Party Transaction [Line Items]
Accrued unbilled revenues		26.4	29.4
Goodwill		210.2	210.2
Accruals for capital expenditures		5.3	3.0
Stockholders' Equity		1,060.1	1,007.8		1,027.0	973.9
Alagasco
Related Party Transaction [Line Items]
Accrued unbilled revenues		5.4	5.2
Accruals for capital expenditures		5.0	5.0
Stockholders' Equity		884.4	849.6		405.4	364.7
Missouri Gas Energy (MGE) | Laclede Gas
Related Party Transaction [Line Items]
Goodwill		210.2	210.2
Alagasco
Related Party Transaction [Line Items]
Goodwill			727.6	$ 735.8
Final reconciliation of net assets payments to acquire businesses	$ 8.6
Common Stock Issued
Related Party Transaction [Line Items]
Stockholders' Equity		43.3	43.2		43.2	32.7
Common Stock Issued | Laclede Gas
Related Party Transaction [Line Items]
Stockholders' Equity		0.1	0.1		0.1	0.1
Common Stock Issued | Alagasco
Related Party Transaction [Line Items]
Stockholders' Equity		0.0	0.0		0.0	0.0
Common Stock Issued | Restatement Adjustment | Alagasco
Related Party Transaction [Line Items]
Stockholders' Equity		31.7
Paid-in Capital
Related Party Transaction [Line Items]
Stockholders' Equity		1,035.6	1,029.4		1,027.5	594.3
Paid-in Capital | Laclede Gas
Related Party Transaction [Line Items]
Stockholders' Equity		747.2	744.0		742.8	738.1
Paid-in Capital | Alagasco
Related Party Transaction [Line Items]
Stockholders' Equity		481.1	$ 503.9		$ 34.5	$ 34.5
Paid-in Capital | Restatement Adjustment | Alagasco
Related Party Transaction [Line Items]
Stockholders' Equity		$ 31.7

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COMMITMENTS AND CONTINGENCIES - Commitments (Details) $ in Millions	9 Months Ended
	Jun. 30, 2015 USD ($)
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 1,468.0
Laclede Gas
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	699.9
Alagasco
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 482.9

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CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2015	Sep. 30, 2014
Assets
Non-utility property (net of accumulated depreciation and amortization)	$ 7.4	$ 6.7
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, authorized (in shares)	70,000,000.0	70,000,000.0
Common stock, issued (in shares)	43,300,000	43,200,000
Common stock, outstanding (in shares)	43,300,000	43,200,000
Laclede Gas
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, authorized (in shares)	50,000	50,000
Common stock, issued (in shares)	24,577	24,577
Common stock, outstanding (in shares)	24,577	24,577
Alagasco
Capitalization:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	3,000,000	3,000,000
Common stock, issued (in shares)	2,000,000	2,000,000
Common stock, outstanding (in shares)	2,000,000	2,000,000

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EARNINGS PER COMMON SHARE

9 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions, except per share amounts)	2015		2014		2015		2014
Basic EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Basic Earnings Per Share of Common Stock	$	0.32	$	0.34	$	3.59	$	2.97
Diluted EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Dilutive Effect of Stock Options, Restricted Stock and Restricted Stock Units	0.1		0.1		0.1		0.1
Weighted Average Diluted Shares	43.3		35.0		43.2		33.4
Diluted Earnings Per Share of Common Stock	$	0.32	$	0.33	$	3.59	$	2.97

In the three and nine months ended June 30, 2015 and 2014, there were approximately 300,000 shares of restricted stock and stock units subject to performance or market conditions excluded from the calculation of diluted EPS. Also, Laclede Group's 2014 2.0% Series Equity Units issued in June 2014 were anti-dilutive for the three and nine months ended June 30, 2015 and 2014; accordingly, they were excluded from the calculation of weighted average diluted shares for those periods.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gross Receipts Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	$ 14.6	$ 13.7	$ 87.0	$ 67.9
Laclede Gas
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	11.1	13.7	66.9	67.9
Alagasco
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	$ 3.5	$ 4.7	$ 20.1	$ 24.1

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Net Periodic Cost (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	$ 4.4	$ 2.4	$ 13.0	$ 7.3
Interest cost on projected benefit obligation	7.4	6.0	22.3	18.0
Expected return on plan assets	(9.4)	(6.6)	(28.1)	(19.9)
Amortization of prior service cost	0.1	0.2	0.3	0.4
Amortization of actuarial gain (loss)	1.8	1.8	5.7	5.3
Loss on lump-sum settlements	12.5	0.0	12.5	1.3
Sub-total	16.8	3.8	25.7	12.4
Regulatory adjustment	(6.3)	2.9	3.4	7.4
Net pension cost (income)	10.5	6.7	29.1	19.8
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	3.2	2.8	9.6	8.4
Interest cost on projected benefit obligation	2.8	2.1	8.4	6.5
Expected return on plan assets	(3.3)	(1.7)	(9.9)	(5.1)
Amortization of prior service cost	0.2	0.0	0.6	0.0
Amortization of actuarial gain (loss)	1.3	1.5	3.8	4.5
Sub-total	4.2	4.7	12.5	14.3
Regulatory adjustment	(2.8)	(2.4)	(8.2)	(7.2)
Net pension cost (income)	1.4	2.3	4.3	7.1
Laclede Gas | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.9	2.4	8.6	7.3
Interest cost on projected benefit obligation	5.8	6.0	17.6	18.0
Expected return on plan assets	(7.3)	(6.6)	(21.9)	(19.9)
Amortization of prior service cost	0.1	0.2	0.3	0.4
Amortization of actuarial gain (loss)	1.8	1.8	5.7	5.3
Loss on lump-sum settlements	12.5	0.0	12.5	1.3
Sub-total	15.8	3.8	22.8	12.4
Regulatory adjustment	(7.8)	2.9	(1.0)	7.4
Net pension cost (income)	8.0	6.7	21.8	19.8
Laclede Gas | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	3.0	2.8	9.2	8.4
Interest cost on projected benefit obligation	2.2	2.1	6.5	6.5
Expected return on plan assets	(2.0)	(1.7)	(6.1)	(5.1)
Amortization of prior service cost	0.2	0.0	0.6	0.0
Amortization of actuarial gain (loss)	1.3	1.5	3.8	4.5
Sub-total	4.7	4.7	14.0	14.3
Regulatory adjustment	(2.3)	(2.4)	(6.9)	(7.2)
Net pension cost (income)	2.4	2.3	7.1	7.1
Alagasco | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	1.5	1.9	4.4	5.5
Interest cost on projected benefit obligation	1.6	1.5	4.7	4.4
Expected return on plan assets	(2.1)	(1.9)	(6.2)	(5.6)
Amortization of prior service cost	0.0	0.0	0.0	0.1
Amortization of actuarial gain (loss)	0.0	0.9	0.0	2.9
Loss on lump-sum settlements	0.0	0.0	0.0	10.9
Sub-total	1.0	2.4	2.9	18.2
Regulatory adjustment	1.5	0.3	4.4	(10.3)
Net pension cost (income)	2.5	2.7	7.3	7.9
Alagasco | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	0.2	0.1	0.4	0.5
Interest cost on projected benefit obligation	0.6	0.7	1.9	1.9
Expected return on plan assets	(1.3)	(1.3)	(3.8)	(3.4)
Amortization of actuarial gain (loss)	0.0	(0.4)	0.0	(0.9)
Amortization of transition obligation	0.0	0.0	0.0	0.3
Sub-total	(0.5)	(0.9)	(1.5)	(1.6)
Regulatory adjustment	(0.5)	0.0	(1.3)	0.0
Net pension cost (income)	$ (1.0)	$ (0.9)	$ (2.8)	$ (1.6)

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EARNINGS PER COMMON SHARE (Tables)

9 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Common Share

	Three Months Ended June 30,				Nine Months Ended June 30,
(Millions, except per share amounts)	2015		2014		2015		2014
Basic EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Basic Earnings Per Share of Common Stock	$	0.32	$	0.34	$	3.59	$	2.97
Diluted EPS:
Net Income	$	14.1	$	11.7	$	155.6	$	99.5
Less: Income allocated to participating securities	0.1		—		0.5		0.4
Net Income Available to Common Shareholders	$	14.0	$	11.7	$	155.1	$	99.1
Weighted Average Shares Outstanding	43.2		34.9		43.1		33.3
Dilutive Effect of Stock Options, Restricted Stock and Restricted Stock Units	0.1		0.1		0.1		0.1
Weighted Average Diluted Shares	43.3		35.0		43.2		33.4
Diluted Earnings Per Share of Common Stock	$	0.32	$	0.33	$	3.59	$	2.97