SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
(In millions, except per share amounts)	*2024*		*2023*		*2024*		*2023*
Operating Revenues	$	1,128.5	$	1,123.4	$	1,885.1	$	1,937.4
Operating Expenses:
Natural gas		540.8		586.5		907.8		1,005.7
Operation and maintenance		137.8		132.1		268.5		264.2
Depreciation and amortization		68.9		62.6		135.9		124.7
Taxes, other than income taxes		82.4		81.9		135.1		132.3
Total Operating Expenses		829.9		863.1		1,447.3		1,526.9
Operating Income		298.6		260.3		437.8		410.5
Interest Expense, Net		52.2		47.2		102.8		90.8
Other Income, Net		7.3		7.0		24.8		13.0
Income Before Income Taxes		253.7		220.1		359.8		332.7
Income Tax Expense		49.4		40.9		70.4		62.5
Net Income		204.3		179.2		289.4		270.2
Provision for preferred dividends		3.7		3.7		7.4		7.4
Income allocated to participating securities		0.3		0.4		0.4		0.5
Net Income Available to Common Shareholders	$	200.3	$	175.1	$	281.6	$	262.3

Weighted Average Number of Common Shares Outstanding:
Basic		55.8		52.5		54.6		52.5
Diluted		55.9		52.6		54.7		52.6
Basic Earnings Per Common Share	$	3.59	$	3.33	$	5.16	$	5.00
Diluted Earnings Per Common Share	$	3.58	$	3.33	$	5.14	$	4.99

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Three Months Ended December 31,
(In millions, except per share amounts) 2017 2016
Operating Revenues:
Gas Utility $ 541.9
$ 472.3
Gas Marketing and other 19.9
22.8
Total Operating Revenues 561.8
495.1
Operating Expenses:
Gas Utility
Natural and propane gas 240.8
193.8
Operation and maintenance 97.9
99.4
Depreciation and amortization 40.3
37.7
Taxes, other than income taxes 36.7
33.4
Total Gas Utility Operating Expenses 415.7
364.3
Gas Marketing and other 41.0
41.7
Total Operating Expenses 456.7
406.0
Operating Income 105.1
89.1
Other Income 2.2
0.5
Interest Charges:
Interest on long-term debt 20.7
19.1
Other interest charges 3.7
3.0
Total Interest Charges 24.4
22.1
Income Before Income Taxes 82.9
67.5
Income Tax (Benefit) Expense (33.1 ) 22.3
Net Income $ 116.0
$ 45.2

Weighted Average Number of Shares Outstanding:
Basic 48.2
45.5
Diluted 48.4
45.7
Basic Earnings Per Share $ 2.40
$ 0.99
Diluted Earnings Per Share $ 2.39
$ 0.99
Dividends Declared Per Share $ 0.5625
$ 0.525

See the accompanying Notes to Financial Statements.

4

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	*Three Months Ended March 31,*						*Six Months Ended March 31,*
(In millions)	*2024*			*2023*			*2024*			*2023*
Net Income	$	204.3		$	179.2		$	289.4		$	270.2
Other Comprehensive Income (Loss), Before Tax:
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period		9.1			(6.8	)		(6.3	)		(9.8	)
Amounts reclassified into regulatory liabilities		—			(17.5	)		—			(17.5	)
Amounts reclassified into net income		(0.6	)		(0.5	)		(9.6	)		(0.8	)
Net gain (loss) on cash flow hedging derivative instruments		8.5			(24.8	)		(15.9	)		(28.1	)
Net gain on defined benefit pension and other postretirement plans		—			0.1			0.1			0.2
Net unrealized gain on available for sale securities		—			—			0.1			—
Other Comprehensive Income (Loss), Before Tax		8.5			(24.7	)		(15.7	)		(27.9	)
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income (Loss)		2.0			(5.8	)		(3.7	)		(6.6	)
Other Comprehensive Income (Loss), Net of Tax		6.5			(18.9	)		(12.0	)		(21.3	)
Comprehensive Income	$	210.8		$	160.3		$	277.4		$	248.9

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Three Months Ended December 31,
(In millions) 2017 2016
Net Income $ 116.0
$ 45.2
Other Comprehensive Income (Loss), Before Tax:
Cash flow hedging derivative instruments:
Net hedging gains arising during the period 0.1
11.5
Reclassification adjustment for (gains) losses included in net income (0.4 ) 0.2
Net unrealized (losses) gains on cash flow hedging derivative instruments (0.3 ) 11.7
Net gains on defined benefit pension and other postretirement plans 0.1
0.1
Net unrealized losses on available for sale securities (0.1 ) (0.1 )
Other Comprehensive (Loss) Income, Before Tax (0.3 ) 11.7
Income Tax (Benefit) Expense Related to Items of Other Comprehensive Income (0.1 ) 4.3
Other Comprehensive (Loss) Income, Net of Tax (0.2 ) 7.4
Comprehensive Income $ 115.8
$ 52.6

See the accompanying Notes to Financial Statements.

5

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	*March 31,*			*September 30,*			*March 31,*
(Dollars in millions, except per share amounts)	*2024*			*2023*			*2023*
ASSETS
Utility Plant	$	8,480.3		$	8,210.1		$	7,892.4
Less: Accumulated depreciation and amortization		2,509.3			2,431.2			2,358.5
Net Utility Plant		5,971.0			5,778.9			5,533.9
Non-utility Property (net of accumulated depreciation and amortization of $115.9, $71.1 and $60.6 at March 31, 2024, September 30, 2023, and March 31, 2023, respectively)		886.2			628.5			520.4
Other Investments		105.3			102.6			131.3
Total Other Property and Investments		991.5			731.1			651.7
Current Assets:
Cash and cash equivalents		25.6			5.6			6.9
Accounts receivable:
Utility		398.5			192.4			453.7
Other		107.3			128.6			166.0
Allowance for credit losses		(39.1	)		(32.5	)		(40.6	)
Delayed customer billings		54.8			22.0			85.6
Inventories:
Natural gas		159.0			223.7			146.8
Propane gas		8.6			8.6			8.6
Materials and supplies		47.2			47.2			48.9
Regulatory assets		116.9			348.3			143.0
Prepayments		34.1			48.2			32.5
Other		92.8			84.8			60.2
Total Current Assets		1,005.7			1,076.9			1,111.6
Deferred Charges and Other Assets:
Goodwill		1,171.6			1,171.6			1,171.6
Regulatory assets		1,272.7			1,249.2			1,316.7
Other		298.9			305.9			263.5
Total Deferred Charges and Other Assets		2,743.2			2,726.7			2,751.8
Total Assets	$	10,711.4		$	10,313.6		$	10,049.0

~~(UNAUDITED)~~

December 31, September 30, December 31,
(Dollars in millions, except per share amounts) 2017 2017 2016
ASSETS
Utility Plant $ 5,351.7
$ 5,278.4
$ 4,893.2
Less: Accumulated depreciation and amortization 1,641.0
1,613.2
1,561.4
Net Utility Plant 3,710.7
3,665.2
3,331.8
Non-utility Property (net of accumulated depreciation and amortization of $8.6, $8.6 and $8.2 at December 31, 2017, September 30, 2017, and December 31, 2016, respectively) 105.3
52.0
19.7
Goodwill 1,171.6
1,171.6
1,161.4
Other Investments 66.3
64.2
61.9
Total Other Property and Investments 1,343.2
1,287.8
1,243.0
Current Assets:
Cash and cash equivalents 6.7
7.4
10.6
Accounts receivable:
Utility 333.6
140.5
310.4
Other 135.3
149.2
133.4
Allowance for doubtful accounts (21.3 ) (18.3 ) (21.1 )
Delayed customer billings 7.5
3.4
5.3
Inventories:
Natural gas 171.6
194.9
161.9
Propane gas 12.0
12.0
12.0
Materials and supplies 21.3
18.9
16.6
Natural gas receivable 3.5
1.9
8.4
Derivative instrument assets 4.7
5.9
18.7
Unamortized purchased gas adjustments 77.9
102.6
52.2
Other regulatory assets 71.4
72.9
82.3
Prepayments and other 28.3
34.2
24.9
Total Current Assets 852.5
725.5
815.6
Deferred Charges:
Regulatory assets 716.6
791.1
786.4
Other 78.1
77.1
133.3
Total Deferred Charges 794.7
868.2
919.7
Total Assets $ 6,701.1
$ 6,546.7
$ 6,310.1

6

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

	*March 31,*		*September 30,*		*March 31,*
	*2024*		*2023*		*2023*
CAPITALIZATION AND LIABILITIES
Capitalization:
Preferred stock ($25.00 par value per share; 10.0 million depositary shares authorized, issued and outstanding at March 31, 2024, September 30, 2023, and March 31, 2023)	$	242.0	$	242.0	$	242.0
Common stock (par value $1.00 per share; 70.0 million shares authorized; 57.7 million, 53.2 million, and 52.6 million shares issued and outstanding at March 31, 2024, September 30, 2023, and March 31, 2023, respectively)		57.7		53.2		52.6
Paid-in capital		1,899.7		1,616.5		1,576.5
Retained earnings		1,155.3		958.0		1,089.5
Accumulated other comprehensive income		35.6		47.6		25.9
Total Shareholders' Equity		3,390.3		2,917.3		2,986.5
Temporary equity		10.3		16.5		18.8
Long-term debt (less current portion)		3,421.4		3,554.0		3,702.5
Total Capitalization		6,822.0		6,487.8		6,707.8
Current Liabilities:
Current portion of long-term debt		307.0		156.6		256.6
Notes payable		786.0		955.5		561.0
Accounts payable		193.4		253.1		232.3
Advance customer billings		6.1		20.9		6.8
Wages and compensation accrued		40.2		47.0		38.6
Customer deposits		29.4		27.7		28.3
Taxes accrued		82.6		104.1		79.9
Regulatory liabilities		25.1		7.3		5.3
Other		180.5		183.2		198.1
Total Current Liabilities		1,650.3		1,755.4		1,406.9
Deferred Credits and Other Liabilities:
Deferred income taxes		816.6		743.7		737.9
Pension and postretirement benefit costs		130.0		137.3		158.6
Asset retirement obligations		589.7		577.4		531.5
Regulatory liabilities		557.7		472.4		360.3
Other		145.1		139.6		146.0
Total Deferred Credits and Other Liabilities		2,239.1		2,070.4		1,934.3
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	10,711.4	$	10,313.6	$	10,049.0

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

December 31, September 30, December 31,
2017 2017 2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock (par value $1.00 per share; 70.0 million shares authorized; 48.3 million, 48.3 million and 45.7 million shares issued and outstanding at December 31, 2017, September 30, 2017 and December 31, 2016, respectively) $ 48.3
$ 48.3
$ 45.7
Paid-in capital 1,324.9
1,325.6
1,175.7
Retained earnings 703.0
614.2
572.1
Accumulated other comprehensive income 3.0
3.2
3.2
Total Equity Attributable to Spire Shareholders 2,079.2
1,991.3
1,796.7
Noncontrolling interest 6.5
—
—
Total Equity 2,085.7
1,991.3
1,796.7
Long-term debt (less current portion) 2,030.0
1,995.0
1,821.3
Total Capitalization 4,115.7
3,986.3
3,618.0
Current Liabilities:
Current portion of long-term debt 105.5
100.0
250.0
Notes payable 583.6
477.3
506.4
Accounts payable 245.6
257.1
273.8
Advance customer billings 27.3
32.0
60.2
Wages and compensation accrued 29.6
38.7
29.6
Dividends payable 28.1
26.6
24.8
Customer deposits 35.9
34.9
35.7
Interest accrued 26.3
14.6
22.3
Taxes accrued 36.0
61.0
39.7
Unamortized purchased gas adjustments 1.0
1.0
1.4
Other regulatory liabilities 20.5
21.6
42.8
Other 71.9
33.1
55.5
Total Current Liabilities 1,211.3
1,097.9
1,342.2
Deferred Credits and Other Liabilities:
Deferred income taxes 441.0
707.5
636.5
Pension and postretirement benefit costs 233.6
237.4
296.3
Asset retirement obligations 299.7
296.6
208.7
Regulatory liabilities 335.1
157.2
132.1
Other 64.7
63.8
76.3
Total Deferred Credits and Other Liabilities 1,374.1
1,462.5
1,349.9
Commitments and Contingencies (Note 10)

Total Capitalization and Liabilities $ 6,701.1
$ 6,546.7
$ 6,310.1

See the accompanying Notes to Financial Statements.

7

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~SHAREHOLDERS’ EQUITY

(UNAUDITED)

	*Common Stock*					*Preferred*		*Paid-in*			*Retained*
(Dollars in millions)	*Shares*			*Par*		*Stock*		*Capital*			*Earnings*			AOCI*			*Total*
Three Months Ended March 31, 2024:
Balance at December 31, 2023		54,973,694		$	55.0	$	242.0	$	1,727.4		$	997.3		$	29.1		$	3,050.8
Net income		—			—		—		—			204.3			—			204.3
Common stock issued		2,745,733			2.7		—		170.5			—			—			173.2
Dividend reinvestment plan		6,437			—		—		0.4			—			—			0.4
Stock-based compensation costs		—			—		—		1.5			—			—			1.5
Stock activity under stock-based compensation plans		16,810			—		—		—			—			—			—
Employees’ tax withholding for stock-based compensation		(982	)		—		—		(0.1	)		—			—			(0.1	)
Temporary equity adjustment to redemption value		—			—		—		—			0.5			—			0.5
Dividends declared:
Common stock ($0.755 per share)		—			—		—		—			(43.1	)		—			(43.1	)
Preferred stock ($0.36875 per depositary share)		—			—		—		—			(3.7	)		—			(3.7	)
Other comprehensive income, net of tax		—			—		—		—			—			6.5			6.5
Balance at March 31, 2024		57,741,692		$	57.7	$	242.0	$	1,899.7		$	1,155.3		$	35.6		$	3,390.3

Six Months Ended March 31, 2024:
Balance at September 30, 2023		53,170,224		$	53.2	$	242.0	$	1,616.5		$	958.0		$	47.6		$	2,917.3
Net income		—			—		—		—			289.4			—			289.4
Common stock issued		4,490,282			4.4		—		281.6			—			—			286.0
Dividend reinvestment plan		13,211			—		—		0.8			—			—			0.8
Stock-based compensation costs		—			—		—		2.4			—			—			2.4
Stock activity under stock-based compensation plans		92,516			0.1		—		(0.1	)		—			—			—
Employees’ tax withholding for stock-based compensation		(24,541	)		—		—		(1.5	)		—			—			(1.5	)
Temporary equity adjustment to redemption value		—			—		—		—			(1.4	)		—			(1.4	)
Dividends declared:
Common stock ($1.51 per share)		—			—		—		—			(83.3	)		—			(83.3	)
Preferred stock ($0.7375 per depositary share)		—			—		—		—			(7.4	)		—			(7.4	)
Other comprehensive loss, net of tax		—			—		—		—			—			(12.0	)		(12.0	)
Balance at March 31, 2024		57,741,692		$	57.7	$	242.0	$	1,899.7		$	1,155.3		$	35.6		$	3,390.3

~~(UNAUDITED)~~

Common Stock Outstanding Paid-in Capital Retained Earnings AOCI* Total Equity Attributable to Spire Shareholders
Noncon-
trolling
Interest
Total
(Dollars in millions) Shares Par
Balance at September 30, 2016 45,650,642
$ 45.6
$ 1,175.9
$ 550.9
$ (4.2 ) $ 1,768.2
$ —
$ 1,768.2
Net income —
—
—
45.2
—
45.2
—
45.2
Dividend reinvestment plan 5,610
—
0.3
—
—
0.3
—
0.3
Stock-based compensation costs —
—
1.7
—
—
1.7
—
1.7
Stock issued under stock-based compensation plans 110,136
0.1
(0.1 ) —
—
—
—
—
Employee’s tax withholding for stock-based compensation (33,615 ) —
(2.1 ) —
—
(2.1 ) —
(2.1 )
Dividends declared —
—
—
(24.0 ) —
(24.0 ) —
(24.0 )
Other comprehensive income, net of tax —
—
—
—
7.4
7.4
—
7.4
Balance at December 31, 2016 45,732,773
$ 45.7
$ 1,175.7
$ 572.1
$ 3.2
$ 1,796.7
$ —
$ 1,796.7

Balance at September 30, 2017 48,263,243
$ 48.3
$ 1,325.6
$ 614.2
$ 3.2
$ 1,991.3
$ —
$ 1,991.3
Net income —
—
—
116.0
—
116.0
—
116.0
Business combination —
—
—
—
—
—
6.5
6.5
Dividend reinvestment plan 4,618
—
0.3
—
—
0.3
—
0.3
Stock-based compensation costs —
—
1.9
—
—
1.9
—
1.9
Stock issued under stock-based compensation plans 105,434
0.1
(0.1 ) —
—
—
—
—
Employee’s tax withholding for stock-based compensation (33,581 ) (0.1 ) (2.8 ) —
—
(2.9 ) —
(2.9 )
Dividends declared —
—
—
(27.2 ) —
(27.2 ) —
(27.2 )
Other comprehensive loss, net of tax —
—
—
—
(0.2 ) (0.2 ) —
(0.2 )
Balance at December 31, 2017 48,339,714
$ 48.3
$ 1,324.9
$ 703.0
$ 3.0
$ 2,079.2
$ 6.5
$ 2,085.7

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

8

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(UNAUDITED)

	*Common Stock*					*Preferred*		*Paid-in*			*Retained*
	*Shares*			*Par*		*Stock*		*Capital*			*Earnings*			AOCI*			*Total*
Three Months Ended March 31, 2023:
Balance at December 31, 2022		52,541,696		$	52.5	$	242.0	$	1,571.8		$	953.0		$	44.8		$	2,864.1
Net income		—			—		—		—			179.2			—			179.2
Common stock issued		40,500			0.1		—		2.9			—			—			3.0
Dividend reinvestment plan		5,421			—		—		0.3			—			—			0.3
Stock-based compensation costs		—			—		—		1.5			—			—			1.5
Stock activity under stock-based compensation plans		6,008			—		—		—			—			—			—
Employees’ tax withholding for stock-based compensation		(192	)		—		—		—			—			—			—
Temporary equity adjustment to redemption value		—			—		—		—			(1.3	)		—			(1.3	)
Dividends declared:
Common stock ($0.72 per share)		—			—		—		—			(37.7	)		—			(37.7	)
Preferred stock ($0.36875 per depositary share)		—			—		—		—			(3.7	)		—			(3.7	)
Other comprehensive loss, net of tax		—			—		—		—			—			(18.9	)		(18.9	)
Balance at March 31, 2023		52,593,433		$	52.6	$	242.0	$	1,576.5		$	1,089.5		$	25.9		$	2,986.5

Six Months Ended March 31, 2023:
Balance at September 30, 2022		52,494,543		$	52.5	$	242.0	$	1,571.3		$	905.5		$	47.2		$	2,818.5
Net income		—			—		—		—			270.2			—			270.2
Common stock issued		40,500			0.1		—		2.9			—			—			3.0
Dividend reinvestment plan		11,121			—		—		0.7			—			—			0.7
Stock-based compensation costs		—			—		—		2.9			—			—			2.9
Stock activity under stock-based compensation plans		64,686			—		—		—			—			—			—
Employees’ tax withholding for stock-based compensation		(17,417	)		—		—		(1.3	)		—			—			(1.3	)
Temporary equity adjustment to redemption value		—			—		—		—			(3.0	)		—			(3.0	)
Dividends declared:
Common stock ($1.44 per share)		—			—		—		—			(75.8	)		—			(75.8	)
Preferred stock ($0.7375 per depository share)		—			—		—		—			(7.4	)		—			(7.4	)
Other comprehensive loss, net of tax		—			—		—		—			—			(21.3	)		(21.3	)
Balance at March 31, 2023		52,593,433		$	52.6	$	242.0	$	1,576.5		$	1,089.5		$	25.9		$	2,986.5

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

9

Table of Contents

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	*Six Months Ended March 31,*
(In millions)	*2024*			*2023*
Operating Activities:
Net Income	$	289.4		$	270.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		135.9			124.7
Deferred income taxes and investment tax credits		69.5			62.5
Changes in assets and liabilities:
Accounts receivable		(175.4	)		43.7
Inventories		64.8			218.2
Regulatory assets and liabilities		317.6			(35.5	)
Accounts payable		(34.6	)		(372.9	)
Delayed/advance customer billings, net		(47.7	)		(76.3	)
Taxes accrued		(21.5	)		(10.8	)
Other assets and liabilities		(41.7	)		(50.6	)
Other		3.1			6.7
Net cash provided by operating activities		559.4			179.9
Investing Activities:
Capital expenditures		(409.3	)		(307.8	)
Business acquisitions, net of cash acquired		(177.4	)		(37.1	)
Other		2.8			4.2
Net cash used in investing activities		(583.9	)		(340.7	)
Financing Activities:
Issuance of long-term debt		175.0			755.0
Repayment of long-term debt		(156.6	)		(31.2	)
Repayment of short-term debt, net		(169.5	)		(476.5	)
Issuance of common stock		286.8			3.6
Dividends paid on common stock		(80.5	)		(74.5	)
Dividends paid on preferred stock		(7.4	)		(7.4	)
Other		(2.7	)		(7.5	)
Net cash provided by financing activities		45.1			161.5
Net Increase in Cash, Cash Equivalents, and Restricted Cash		20.6			0.7
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		25.8			20.5
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	46.4		$	21.2

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(102.9	)	$	(80.5	)
Income taxes		(0.9	)		(1.4	)

~~(UNAUDITED)~~

Three Months Ended December 31,
(In millions) 2017 2016
Operating Activities:
Net Income $ 116.0
$ 45.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 40.4
37.8
Deferred income taxes and investment tax credits (33.6 ) 22.1
Changes in assets and liabilities:
Accounts receivable (176.7 ) (186.8 )
Unamortized purchased gas adjustments 34.6
5.1
Accounts payable (2.1 ) 85.5
Delayed/advance customer billings – net (8.7 ) (13.7 )
Taxes accrued (25.0 ) (16.9 )
Inventories 20.9
11.8
Other assets and liabilities 50.3
18.5
Other 1.8
1.7
Net cash provided by operating activities 17.9
10.3
Investing Activities:
Capital expenditures (110.8 ) (89.3 )
Business acquisitions (16.0 ) 3.8
Other 0.1
(0.4 )
Net cash used in investing activities (126.7 ) (85.9 )
Financing Activities:
Issuance of long-term debt 30.0
—
Issuance of short-term debt – net 106.3
107.7
Issuance of common stock 0.3
0.1
Dividends paid (25.8 ) (22.8 )
Other (2.7 ) (4.0 )
Net cash provided by financing activities 108.1
81.0
Net (Decrease) Increase in Cash and Cash Equivalents (0.7 ) 5.4
Cash and Cash Equivalents at Beginning of Period 7.4
5.2
Cash and Cash Equivalents at End of Period $ 6.7
$ 10.6

Supplemental disclosure of cash (paid) refunded for:
Interest, net of amounts capitalized $ (13.3 ) $ (14.3 )
Income taxes —
(0.1 )

See the accompanying Notes to Financial Statements.

See the accompanying Notes to Financial Statements.

9

10

Table of Contents

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
(In millions)	*2024*		*2023*		*2024*		*2023*
Operating Revenues	$	766.5	$	791.0	$	1,301.9	$	1,332.2
Operating Expenses:
Natural gas		443.7		465.7		736.3		782.4
Operation and maintenance		78.6		77.4		153.5		154.5
Depreciation and amortization		43.1		39.2		85.2		77.8
Taxes, other than income taxes		59.8		61.2		98.3		97.6
Total Operating Expenses		625.2		643.5		1,073.3		1,112.3
Operating Income		141.3		147.5		228.6		219.9
Interest Expense, Net		27.7		24.6		55.6		46.6
Other Income, Net		5.7		5.9		12.9		10.9
Income Before Income Taxes		119.3		128.8		185.9		184.2
Income Tax Expense		14.1		16.7		23.7		24.8
Net Income		105.2		112.1		162.2		159.4
Other Comprehensive Income, Net of Tax		—		0.1		0.1		0.2
Comprehensive Income	$	105.2	$	112.2	$	162.3	$	159.6

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Three Months Ended December 31,
(In millions) 2017 2016
Operating Revenues:

Utility $ 392.3
$ 363.6
Total Operating Revenues 392.3
363.6
Operating Expenses:
Utility
Natural and propane gas 206.2
191.3
Operation and maintenance 60.3
60.5
Depreciation and amortization 24.8
22.7
Taxes, other than income taxes 26.2
24.6
Total Operating Expenses 317.5
299.1
Operating Income 74.8
64.5
Other Income 1.2
0.1
Interest Charges:
Interest on long-term debt 9.9
8.3
Other interest charges 1.7
1.4
Total Interest Charges 11.6
9.7
Income Before Income Taxes 64.4
54.9
Income Tax (Benefit) Expense (25.0 ) 16.9
Net Income $ 89.4
$ 38.0

See the accompanying Notes to Financial Statements.

1011

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SPIRE MISSOURI INC.

CONDENSED ~~STATEMENTS OF COMPREHENSIVE INCOME~~BALANCE SHEETS

(UNAUDITED)

	*March 31,*			*September 30,*			*March 31,*
(Dollars in millions, except per share amounts)	*2024*			*2023*			*2023*
ASSETS
Utility Plant	$	5,193.5		$	4,964.9		$	4,731.2
Less: Accumulated depreciation and amortization		1,088.1			1,043.2			1,027.1
Net Utility Plant		4,105.4			3,921.7			3,704.1
Other Property and Investments		67.8			65.7			66.7
Current Assets:
Cash and cash equivalents		—			0.8			—
Accounts receivable:
Utility		307.6			142.6			362.0
Associated companies		2.1			1.3			3.8
Other		23.8			21.1			32.5
Allowance for credit losses		(32.0	)		(26.2	)		(34.5	)
Delayed customer billings		53.6			17.9			84.5
Inventories:
Natural gas		101.9			132.8			86.7
Propane gas		8.6			8.6			8.6
Materials and supplies		24.0			24.2			24.4
Regulatory assets		89.2			293.1			62.7
Prepayments		17.0			26.7			18.5
Total Current Assets		595.8			642.9			649.2
Deferred Charges and Other Assets:
Goodwill		210.2			210.2			210.2
Regulatory assets		630.5			617.6			722.0
Other		145.2			147.4			107.2
Total Deferred Charges and Other Assets		985.9			975.2			1,039.4
Total Assets	$	5,754.9		$	5,605.5		$	5,459.4

~~(UNAUDITED)~~

Three Months Ended December 31,
(In millions) 2017 2016
Net Income $ 89.4
$ 38.0
Other Comprehensive Income, Net of Tax —
0.2
Comprehensive Income $ 89.4
$ 38.2

See the accompanying Notes to Financial Statements.

1112

Table of Contents

SPIRE MISSOURI INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	*March 31,*			*September 30,*			*March 31,*
	*2024*			*2023*			*2023*
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $1.00 per share; 50.0 million shares authorized; 25,855, 25,855, and 25,325 shares issued and outstanding at March 31, 2024, September 30, 2023, and March 31, 2023, respectively)	$	854.9		$	854.9		$	816.2
Retained earnings		1,154.6			992.4			1,061.3
Accumulated other comprehensive loss		(2.4	)		(2.5	)		(2.5	)
Total Shareholder's Equity		2,007.1			1,844.8			1,875.0
Long-term debt (less current portion)		1,486.2			1,785.4			1,784.5
Total Capitalization		3,493.3			3,630.2			3,659.5
Current Liabilities:
Current portion of long-term debt		300.0			—			250.0
Notes payable		200.0			—			200.0
Notes payable – associated companies		243.9			540.6			60.7
Accounts payable		78.7			85.8			78.8
Accounts payable – associated companies		9.5			10.5			11.3
Advance customer billings		—			11.0			—
Wages and compensation accrued		19.9			23.6			20.4
Customer deposits		5.9			5.8			6.0
Taxes accrued		47.0			60.3			47.2
Other		44.6			48.7			52.5
Total Current Liabilities		949.5			786.3			726.9
Deferred Credits and Other Liabilities:
Deferred income taxes		563.9			531.8			533.3
Pension and postretirement benefit costs		100.5			103.3			99.8
Asset retirement obligations		113.4			111.1			112.8
Regulatory liabilities		475.3			389.4			276.9
Other		59.0			53.4			50.2
Total Deferred Credits and Other Liabilities		1,312.1			1,189.0			1,073.0
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	5,754.9		$	5,605.5		$	5,459.4

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

December 31, September 30, December 31,
(Dollars in millions, except per share amounts) 2017 2017 2016
ASSETS
Utility Plant $ 3,141.2
$ 3,091.8
$ 2,794.7
Less: Accumulated depreciation and amortization 696.1
681.6
646.4
Net Utility Plant 2,445.1
2,410.2
2,148.3
Goodwill 210.2
210.2
210.2
Other Property and Investments 60.1
59.4
57.1
Total Other Property and Investments 270.3
269.6
267.3
Current Assets:
Cash and cash equivalents 4.1
2.5
4.0
Accounts receivable:
Utility 238.3
101.7
221.0
Associated companies 7.3
3.3
5.3
Other 20.0
15.0
12.2
Allowance for doubtful accounts (16.8 ) (14.1 ) (17.1 )
Delayed customer billings 7.5
3.4
5.3
Inventories:
Natural gas 127.1
138.2
118.2
Propane gas 12.0
12.0
12.0
Materials and supplies 12.5
11.3
9.3
Derivative instrument assets —
0.1
2.2
Unamortized purchased gas adjustments 38.5
57.4
33.8
Other regulatory assets 38.2
38.2
59.7
Prepayments and other 15.6
19.6
15.5
Total Current Assets 504.3
388.6
481.4
Deferred Charges:
Regulatory assets 484.1
557.8
543.4
Other 5.6
5.3
2.4
Total Deferred Charges 489.7
563.1
545.8
Total Assets $ 3,709.4
$ 3,631.5
$ 3,442.8

1213

Table of Contents

SPIRE MISSOURI INC.

CONDENSED ~~BALANCE SHEETS (Continued)~~STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	*Common Stock*				*Paid-in*		*Retained*
(Dollars in millions)	*Shares*		*Par*		*Capital*		*Earnings*			AOCI*			*Total*
Three Months Ended March 31, 2024:
Balance at December 31, 2023		25,855	$	0.1	$	854.8	$	1,049.4		$	(2.4	)	$	1,901.9
Net income		—		—		—		105.2			—			105.2
Balance at March 31, 2024		25,855	$	0.1	$	854.8	$	1,154.6		$	(2.4	)	$	2,007.1

Six Months Ended March 31, 2024:
Balance at September 30, 2023		25,855	$	0.1	$	854.8	$	992.4		$	(2.5	)	$	1,844.8
Net income		—		—		—		162.2			—			162.2
Other comprehensive income, net of tax		—		—		—		—			0.1			0.1
Balance at March 31, 2024		25,855	$	0.1	$	854.8	$	1,154.6		$	(2.4	)	$	2,007.1

Three Months Ended March 31, 2023:
Balance at December 31, 2022		25,325	$	0.1	$	816.1	$	979.2		$	(2.6	)	$	1,792.8
Net income		—		—		—		112.1			—			112.1
Dividends declared		—		—		—		(30.0	)		—			(30.0	)
Other comprehensive income, net of tax		—		—		—		—			0.1			0.1
Balance at March 31, 2023		25,325	$	0.1	$	816.1	$	1,061.3		$	(2.5	)	$	1,875.0

Six Months Ended March 31, 2023:
Balance at September 30, 2022		25,325	$	0.1	$	816.1	$	931.9		$	(2.7	)	$	1,745.4
Net income		—		—		—		159.4			—			159.4
Dividends declared		—		—		—		(30.0	)		—			(30.0	)
Other comprehensive income, net of tax		—		—		—		—			0.2			0.2
Balance at March 31, 2023		25,325	$	0.1	$	816.1	$	1,061.3		$	(2.5	)	$	1,875.0

~~(UNAUDITED)~~

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

December 31, September 30, December 31,
2017 2017 2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $1.00 per share;
50,000,000 authorized; 24,577 shares issued and outstanding) $ 757.3
$ 756.2
$ 753.1
Retained earnings 492.4
416.5
341.6
Accumulated other comprehensive loss (1.7 ) (1.7 ) (1.6 )
Total Equity 1,248.0
1,171.0
1,093.1
Long-term debt 874.1
873.9
804.3
Total Capitalization 2,122.1
2,044.9
1,897.4
Current Liabilities:
Current portion of long-term debt 100.0
100.0
—
Notes payable —
—
312.9
Notes payable – associated companies 275.6
203.0
—
Accounts payable 73.5
89.9
104.3
Accounts payable – associated companies 8.9
5.4
9.4
Advance customer billings 10.5
13.3
38.8
Wages and compensation accrued 22.9
29.6
22.1
Dividends payable 13.5
—
14.7
Customer deposits 13.4
13.3
13.6
Interest accrued 11.6
8.0
9.5
Taxes accrued 12.3
34.1
16.4
Regulatory liabilities 2.7
2.7
2.7
Other 48.4
8.5
35.2
Total Current Liabilities 593.3
507.8
579.6
Deferred Credits and Other Liabilities:
Deferred income taxes 382.2
623.8
578.2
Pension and postretirement benefit costs 167.8
173.0
202.8
Asset retirement obligations 160.3
158.6
76.1
Regulatory liabilities 241.2
81.2
67.3
Other 42.5
42.2
41.4
Total Deferred Credits and Other Liabilities 994.0
1,078.8
965.8
Commitments and Contingencies (Note 10)

Total Capitalization and Liabilities $ 3,709.4
$ 3,631.5
$ 3,442.8

See the accompanying Notes to Financial Statements.

1314

Table of Contents

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF ~~SHAREHOLDER’S EQUITY~~CASH FLOWS

(UNAUDITED)

	*Six Months Ended March 31,*
(In millions)	*2024*			*2023*
Operating Activities:
Net Income	$	162.2		$	159.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		85.2			77.8
Deferred income taxes and investment tax credits		23.3			24.8
Changes in assets and liabilities:
Accounts receivable		(162.6	)		(208.9	)
Inventories		31.1			126.2
Regulatory assets and liabilities		276.5			0.6
Accounts payable		2.2			(31.5	)
Delayed/advance customer billings, net		(46.7	)		(75.4	)
Taxes accrued		(13.2	)		(3.2	)
Other assets and liabilities		(10.2	)		(47.4	)
Other		0.8			0.8
Net cash provided by operating activities		348.6			23.2
Investing Activities:
Capital expenditures		(255.1	)		(206.6	)
Other		2.4			1.8
Net cash used in investing activities		(252.7	)		(204.8	)
Financing Activities:
Issuance of long-term debt		—			400.0
Issuance of short-term debt, net		200.0			200.0
Repayments of borrowings from Spire, net		(296.7	)		(384.5	)
Dividends paid		—			(30.0	)
Other		—			(3.9	)
Net cash (used in) provided by financing activities		(96.7	)		181.6
Net Decrease in Cash and Cash Equivalents		(0.8	)		—
Cash and Cash Equivalents at Beginning of Period		0.8			—
Cash and Cash Equivalents at End of Period	$	—		$	—

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(60.9	)	$	(44.1	)
Income taxes		(0.4	)		—

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Common Stock Outstanding Paid-in Capital Retained Earnings AOCI*
(Dollars in millions) Shares Par Total
Balance at September 30, 2016 24,577
$ 0.1
$ 751.9
$ 318.3
$ (1.8 ) $ 1,068.5
Net income —
—
—
38.0
—
38.0
Stock-based compensation costs —
—
1.1
—
—
1.1
Dividends declared —
—
—
(14.7 ) —
(14.7 )
Other comprehensive income, net of tax —
—
—
—
0.2
0.2
Balance at December 31, 2016 24,577
$ 0.1
$ 753.0
$ 341.6
$ (1.6 ) $ 1,093.1

Balance at September 30, 2017 24,577
$ 0.1
$ 756.1
$ 416.5
$ (1.7 ) $ 1,171.0
Net income —
—
—
89.4
—
89.4
Stock-based compensation costs —
—
1.1
—
—
1.1
Dividends declared —
—
—
(13.5 ) —
(13.5 )
Balance at December 31, 2017 24,577
$ 0.1
$ 757.2
$ 492.4
$ (1.7 ) $ 1,248.0

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

1415

Table of Contents

SPIRE ~~MISSOURI~~ALABAMA INC.

CONDENSED STATEMENTS OF ~~CASH FLOWS~~INCOME

(UNAUDITED)

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
(In millions)	*2024*		*2023*		*2024*		*2023*
Operating Revenues	$	259.5	$	218.3	$	401.6	$	370.7
Operating Expenses:
Natural gas		85.6		61.8		141.4		131.2
Operation and maintenance		35.4		34.5		69.6		69.6
Depreciation and amortization		18.2		17.0		36.1		34.0
Taxes, other than income taxes		17.9		16.1		28.1		26.7
Total Operating Expenses		157.1		129.4		275.2		261.5
Operating Income		102.4		88.9		126.4		109.2
Interest Expense, Net		8.3		9.0		17.6		17.3
Other Income, Net		0.4		0.3		0.7		0.7
Income Before Income Taxes		94.5		80.2		109.5		92.6
Income Tax Expense		23.8		20.2		27.7		23.4
Net Income	$	70.7	$	60.0	$	81.8	$	69.2

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Three Months Ended December 31,
(In millions) 2017 2016
Operating Activities:
Net Income $ 89.4
$ 38.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 24.8
22.7
Deferred income taxes and investment tax credits (25.0 ) 16.9
Changes in assets and liabilities:
Accounts receivable (143.0 ) (136.0 )
Unamortized purchased gas adjustments 28.8
17.2
Accounts payable 1.6
50.3
Delayed/advance customer billings – net (6.9 ) (14.0 )
Taxes accrued (21.7 ) (12.6 )
Inventories 9.9
9.0
Other assets and liabilities 40.7
16.7
Other 1.1
0.5
Net cash (used in) provided by operating activities (0.3 ) 8.7
Investing Activities:
Capital expenditures (70.5 ) (61.2 )
Other (0.2 ) 0.1
Net cash used in investing activities (70.7 ) (61.1 )
Financing Activities:
Issuance of short-term debt —
69.2
Borrowings from Spire – net 72.6
—
Dividends paid —
(14.0 )
Other —
(0.9 )
Net cash provided by financing activities 72.6
54.3
Net Increase in Cash and Cash Equivalents 1.6
1.9
Cash and Cash Equivalents at Beginning of Period 2.5
2.1
Cash and Cash Equivalents at End of Period $ 4.1
$ 4.0

Supplemental disclosure of cash (paid) refunded for:
Interest, net of amounts capitalized $ (7.6 ) $ (7.9 )
Income taxes —
—

See the accompanying Notes to Financial Statements.

1516

Table of Contents

SPIRE ALABAMA INC.

CONDENSED ~~STATEMENTS OF INCOME~~BALANCE SHEETS

(UNAUDITED)

	*March 31,*			*September 30,*			*March 31,*
(Dollars in millions, except per share amounts)	*2024*			*2023*			*2023*
ASSETS
Utility Plant	$	2,900.7		$	2,862.6		$	2,781.4
Less: Accumulated depreciation and amortization		1,307.4			1,273.0			1,208.7
Net Utility Plant		1,593.3			1,589.6			1,572.7
Current Assets:
Cash and cash equivalents		1.8			1.2			1.0
Accounts receivable:
Utility		74.0			42.2			75.4
Associated companies		—			1.2			0.8
Other		6.8			6.6			5.3
Allowance for credit losses		(6.2	)		(5.7	)		(5.3	)
Delayed customer billings		1.0			3.6			1.0
Inventories:
Natural gas		34.1			52.4			41.4
Materials and supplies		19.2			19.1			20.5
Regulatory assets		14.9			41.6			64.8
Prepayments		3.3			6.4			3.8
Total Current Assets		148.9			168.6			208.7
Deferred Charges and Other Assets:
Regulatory assets		619.1			606.9			568.3
Other		84.2			84.2			81.9
Total Deferred Charges and Other Assets		703.3			691.1			650.2
Total Assets	$	2,445.5		$	2,449.3		$	2,431.6

~~(UNAUDITED)~~

Three Months Ended December 31,
(In millions) 2017 2016
Operating Revenues:

Utility $ 120.8
$ 86.7
Total Operating Revenues 120.8
86.7
Operating Expenses:
Utility
Natural gas 49.0
16.8
Operation and maintenance 31.8
31.2
Depreciation and amortization 12.8
12.3
Taxes, other than income taxes 8.2
6.6
Total Operating Expenses 101.8
66.9
Operating Income 19.0
19.8
Other Income 0.4
0.4
Interest Charges:
Interest on long-term debt 2.9
2.8
Other interest charges 1.1
0.8
Total Interest Charges 4.0
3.6
Income Before Income Taxes 15.4
16.6
Income Tax Expense 65.0
6.3
Net (Loss) Income $ (49.6 ) $ 10.3

See the accompanying Notes to Financial Statements.

1617

Table of Contents

SPIRE ALABAMA INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	*March 31,*		*September 30,*		*March 31,*
	*2024*		*2023*		*2023*
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $0.01 per share; 3.0 million shares authorized; 2.0 million shares issued and outstanding)	$	279.4	$	285.9	$	289.9
Retained earnings		687.5		642.1		645.3
Total Shareholder's Equity		966.9		928.0		935.2
Long-term debt		746.1		745.9		745.7
Total Capitalization		1,713.0		1,673.9		1,680.9
Current Liabilities:
Notes payable – associated companies		37.4		124.1		121.3
Accounts payable		28.4		28.4		29.8
Accounts payable – associated companies		5.4		4.6		7.0
Advance customer billings		4.7		8.1		5.3
Wages and compensation accrued		5.6		6.6		5.4
Customer deposits	20.5			19.3		19.6
Taxes accrued		28.8		34.5		26.4
Regulatory liabilities		18.7		—		—
Other		14.1		14.7		15.7
Total Current Liabilities		163.6		240.3		230.5
Deferred Credits and Other Liabilities:
Deferred income taxes		36.8		9.1		12.3
Pension and postretirement benefit costs		22.5		27.2		52.8
Asset retirement obligations		460.6		451.0		406.9
Regulatory liabilities		20.1		21.2		21.5
Other		28.9		26.6		26.7
Total Deferred Credits and Other Liabilities		568.9		535.1		520.2
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	2,445.5	$	2,449.3	$	2,431.6

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

December 31, September 30, December 31,
(Dollars in millions, except per share amounts) 2017 2017 2016
ASSETS
Utility Plant $ 1,858.5
$ 1,838.0
$ 1,750.2
Less: Accumulated depreciation and amortization 791.7
782.0
768.0
Net Utility Plant 1,066.8
1,056.0
982.2
Current Assets:
Cash and cash equivalents —
0.1
—
Accounts receivable:
Utility 74.7
32.0
77.5
Associated companies 0.7
—
—
Other 6.6
6.2
6.1
Allowance for doubtful accounts (2.6 ) (2.6 ) (2.4 )
Inventories:
Natural gas 25.1
33.9
28.4
Materials and supplies 7.6
6.5
6.1
Unamortized purchased gas adjustments 39.4
45.2
17.1
Other regulatory assets 18.6
19.4
14.4
Prepayments and other 7.7
6.7
5.4
Total Current Assets 177.8
147.4
152.6
Deferred Charges:
Regulatory assets 197.4
197.0
229.5
Deferred income taxes 119.0
185.6
215.1
Other 57.4
57.0
61.8
Total Deferred Charges 373.8
439.6
506.4
Total Assets $ 1,618.4
$ 1,643.0
$ 1,641.2

1718

Table of Contents

SPIRE ALABAMA INC.

CONDENSED ~~BALANCE SHEETS (Continued)~~STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	*Common Stock*				*Paid-in*			*Retained*
(Dollars in millions)	*Shares*		*Par*		*Capital*			*Earnings*			*Total*
Three Months Ended March 31, 2024:
Balance at December 31, 2023		1,972,052	$	—	$	284.9		$	639.2		$	924.1
Net income		—		—		—			70.7			70.7
Return of capital to Spire		—		—		(5.5	)		—			(5.5	)
Dividends declared		—		—		—			(22.4	)		(22.4	)
Balance at March 31, 2024		1,972,052	$	—	$	279.4		$	687.5		$	966.9

Six Months Ended March 31, 2024:
Balance at September 30, 2023		1,972,052	$	—	$	285.9		$	642.1		$	928.0
Net income		—		—		—			81.8			81.8
Return of capital to Spire		—		—		(6.5	)		—			(6.5	)
Dividends declared		—		—		—			(36.4	)		(36.4	)
Balance at March 31, 2024		1,972,052	$	—	$	279.4		$	687.5		$	966.9

Three Months Ended March 31, 2023:
Balance at December 31, 2022		1,972,052	$	—	$	305.4		$	595.3		$	900.7
Net income		—		—		—			60.0			60.0
Return of capital to Spire		—		—		(15.5	)		—			(15.5	)
Dividends declared		—		—		—			(10.0	)		(10.0	)
Balance at March 31, 2023		1,972,052	$	—	$	289.9		$	645.3		$	935.2

Six Months Ended March 31, 2023:
Balance at September 30, 2022		1,972,052	$	—	$	316.9		$	589.1		$	906.0
Net income		—		—		—			69.2			69.2
Return of capital to Spire		—		—		(27.0	)		—			(27.0	)
Dividends declared		—		—		—			(13.0	)		(13.0	)
Balance at March 31, 2023		1,972,052	$	—	$	289.9		$	645.3		$	935.2

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

December 31, September 30, December 31,
2017 2017 2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $0.01 per share;
3.0 million shares authorized; 2.0 million shares issued and outstanding) $ 420.9
$ 420.9
$ 451.9
Retained earnings 389.4
446.5
419.0
Total Equity 810.3
867.4
870.9
Long-term debt 277.8
247.8
247.7
Total Capitalization 1,088.1
1,115.2
1,118.6
Current Liabilities:
Notes payable —
—
102.5
Notes payable – associated companies 163.1
169.9
—
Accounts payable 55.0
44.4
48.7
Accounts payable – associated companies 3.8
1.6
1.9
Advance customer billings 16.8
18.6
21.4
Wages and compensation accrued 5.4
7.4
5.7
Customer deposits 18.7
17.9
18.8
Interest accrued 3.5
3.3
3.4
Taxes accrued 22.0
23.4
18.9
Regulatory liabilities 11.3
12.0
37.4
Other 2.4
2.9
5.0
Total Current Liabilities 302.0
301.4
263.7
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs 51.5
50.2
75.6
Asset retirement obligations 129.7
128.4
121.4
Regulatory liabilities 39.0
39.6
40.6
Other 8.1
8.2
21.3
Total Deferred Credits and Other Liabilities 228.3
226.4
258.9
Commitments and Contingencies (Note 10)

Total Capitalization and Liabilities $ 1,618.4
$ 1,643.0
$ 1,641.2

See the accompanying Notes to Financial Statements.

1819

Table of Contents

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF ~~SHAREHOLDER’S EQUITY~~CASH FLOWS

(UNAUDITED)

	*Six Months Ended March 31,*
(In millions)	*2024*			*2023*
Operating Activities:
Net Income	$	81.8		$	69.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36.1			34.0
Deferred income taxes and investment tax credits		27.7			23.4
Changes in assets and liabilities:
Accounts receivable		(30.4	)		(4.8	)
Inventories		18.2			26.9
Regulatory assets and liabilities		40.4			(32.3	)
Accounts payable		2.9			(39.2	)
Delayed/advance customer billings		(0.8	)		(0.7	)
Taxes accrued		(5.7	)		(4.9	)
Other assets and liabilities		3.1			12.6
Other		0.2			0.2
Net cash provided by operating activities		173.5			84.4
Investing Activities:
Capital expenditures		(43.6	)		(72.9	)
Other		0.3			0.7
Net cash used in investing activities		(43.3	)		(72.2	)
Financing Activities:
Issuance of long-term debt		—			175.0
Repayments of borrowings from Spire, net		(86.7	)		(139.6	)
Return of capital to Spire		(6.5	)		(27.0	)
Dividends paid		(36.4	)		(21.0	)
Other		—			(1.0	)
Net cash used in financing activities		(129.6	)		(13.6	)
Net Increase (Decrease) in Cash and Cash Equivalents		0.6			(1.4	)
Cash and Cash Equivalents at Beginning of Period		1.2			2.4
Cash and Cash Equivalents at End of Period	$	1.8		$	1.0

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(17.7	)	$	(12.6	)
Income taxes		—			—

~~(UNAUDITED)~~

See the accompanying Notes to Financial Statements.

Common Stock Outstanding Paid-in Capital Retained Earnings
(Dollars in millions) Shares Par Total
Balance at September 30, 2016 1,972,052
$ —
$ 451.9
$ 415.4
$ 867.3
Net income —
—
—
10.3
10.3
Dividends declared —
—
—
(6.7 ) (6.7 )
Balance at December 31, 2016 1,972,052
$ —
$ 451.9
$ 419.0
$ 870.9

Balance at September 30, 2017 1,972,052
$ —
$ 420.9
$ 446.5
$ 867.4
Net income —
—
—
(49.6 ) (49.6 )
Dividends declared —
—
—
(7.5 ) (7.5 )
Balance at December 31, 2017 1,972,052
$ —
$ 420.9
$ 389.4
$ 810.3

See the accompanying Notes to Financial Statements.

1920

Table of Contents

~~SPIRE ALABAMA INC.~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(UNAUDITED)~~

Three Months Ended December 31,
(In millions) 2017 2016
Operating Activities:
Net (Loss) Income $ (49.6 ) $ 10.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 12.8
12.3
Deferred income taxes and investment tax credits 65.0
6.3
Changes in assets and liabilities:
Accounts receivable (44.3 ) (28.1 )
Unamortized purchased gas adjustments 5.8
(11.5 )
Accounts payable 14.9
17.0
Advance customer billings (1.8 ) 0.3
Taxes accrued (1.4 ) (2.7 )
Inventories 7.7
5.9
Other assets and liabilities —
(1.1 )
Other —
0.3
Net cash provided by operating activities 9.1
9.0
Investing Activities:
Capital expenditures (24.9 ) (21.8 )
Other —
(0.6 )
Net cash used in investing activities (24.9 ) (22.4 )
Financing Activities:
Issuance of long-term debt 30.0
—
Issuance of short-term debt – net —
20.5
Repayment of borrowings from Spire – net (6.8 ) —
Dividends paid (7.5 ) (6.7 )
Other —
(0.4 )
Net cash provided by financing activities 15.7
13.4
Net Decrease in Cash and Cash Equivalents (0.1 ) —
Cash and Cash Equivalents at Beginning of Period 0.1
—
Cash and Cash Equivalents at End of Period $ —
$ —

Supplemental disclosure of cash (paid) refunded for:
Interest, net of amounts capitalized $ (3.4 ) $ (3.1 )
Income taxes —
—

See the accompanying Notes to Financial Statements.

20

~~Table of Contents~~

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

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars in millions, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

2023.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.

At the end of December 2017, a subsidiary of the Company acquired an 80% voting interest in Ryckman Creek Resources, LLC, which owns and operates a natural gas storage facility in Wyoming. The transaction was valued at $26.0, subject to customary post-closing adjustments, and was completed with $16.0 of cash and a $10.0 promissory note. A tentative purchase price allocation to the assets acquired and liabilities assumed is reflected in the Company’s consolidated balance sheet as of December 31, 2017. Management is evaluating the fair value accounting impacts, and any related adjustments will be recorded later this year. Results of operations will be included in the Company’s consolidated financial statements beginning in the second quarter of fiscal 2018; results since the acquisition in the first quarter were not material.

NATURE OF OPERATIONS – Spire ~~Inc. (NYSE: SR), headquartered in St. Louis, Missouri, is a public utility holding company. The Company~~ has ~~two~~three reportable segments: Gas Utility, Gas Marketing, and ~~Gas Marketing.~~Midstream. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and ~~earnings generation.~~earnings. The Gas Utility segment is comprised of the operations of: ~~the~~Spire Missouri, ~~Utilities,~~ serving St. Louis, ~~and eastern Missouri (Spire Missouri East) and~~ Kansas City, and ~~western Missouri (Spire Missouri West);~~other areas in Missouri; Spire Alabama, serving central and northern Alabama; and the subsidiaries of Spire EnergySouth, serving ~~southern~~the Mobile, Alabama area and south-central Mississippi. The Gas Marketing segment includes Spire’s ~~primary non-utility~~largest gas-related business, Spire Marketing Inc. ~~(Spire Marketing)~~(“Spire Marketing”), which provides non-regulated natural gas ~~services.~~services throughout the United States (U.S.). The Midstream segment includes Spire Storage, Spire STL Pipeline and Spire MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of natural gas. The activities of the Company’s other subsidiaries are reported as Other and are described in Note 910, Information by Operating Segment. Spire Missouri and Spire Alabama each have a single reportable segment.

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

~~REVENUE RECOGNITION~~ – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities, Spire Gulf and Spire Mississippi record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Spire Missouri at December 31, 2017, September 30, 2017, and December 31, 2016, were $116.2, $30.1, and $103.5, respectively.

21

Table of Contents

~~Spire Alabama records natural gas distribution revenues~~

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenue is accrued in an amount equal to the related gas cost, as profit margin is not considered earned until billed. The amounts of accrued unbilled revenues for Spire Alabama at December 31, 2017, September 30, 2017, and December 31, 2016 were $13.2, $1.9, and $22.0, respectively.

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

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

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

Three Months Ended December 31,
2017 2016
Spire $ 23.1
$ 19.4
Spire Missouri 16.2
14.1
Spire Alabama 5.6
4.2

~~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~~third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), the Mississippi Public Service Commission (MSPSC) and ~~APSC,~~the Alabama Public Service Commission (APSC), the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 35, Regulatory Matters.

DERIVATIVES – In the course of their business, certain subsidiaries of Spire enter into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of FASB ASC Topic 815,Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded gross. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes, with income and expenses presented on a net basis in natural gas expenses in the Condensed Consolidated Statements of Income. Spire also enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates. In the first quarter of fiscal 2024, Spire management determined it was probable the anticipated issuance of certain debt, and therefore the hedged forecasted interest payments, would not occur. The related swap was settled, hedge accounting was discontinued, and amounts previously deferred in “Accumulated other comprehensive income” were reclassified to earnings, such that the entire realized gain of $8.2 was included in “Other income” for Spire Inc. in the quarter ended December 31, 2023.

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

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
	*2024*		*2023*		*2024*		*2023*
Spire Missouri
Purchases of natural gas from Spire Marketing	$	5.6	$	13.8	$	10.6	$	42.3
Transportation services received from Spire STL Pipeline		8.3		7.8		16.5		15.9
Transportation services received from Spire MoGas Pipeline		1.4		—		1.4		—
Sales of natural gas to Spire Marketing		0.3		0.1		0.3		0.1
Natural gas storage services from Spire Storage Salt Plains LLC		0.4		—		0.7		—
Spire Alabama
Purchases of natural gas from Spire Marketing	$	—	$	—	$	3.4	$	1.1

22

Three Months Ended December 31,
2017 2016
Purchases of natural gas from Spire Marketing $ 22.3
$ 20.5
Sales of natural gas to Spire Marketing 0.1
3.6
Transportation services received from Spire NGL Inc. 0.3
0.3

22

Table of Contents

RESTRICTED CASH AND OTHER INVESTMENTS – In Spire’s statement of cash flows for the period ended March 31, 2024, total Cash, Cash Equivalents, and Restricted Cash included $20.8, $20.2 and $14.3 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of March 31, 2024, September 30, 2023, and March 31, 2023, respectively (in addition to amounts shown as “Cash and cash equivalents”). This restricted cash has been segregated and invested in debt securities in a trust account based on collateral requirements for reinsurance at Spire’s risk management company.

BUSINESS COMBINATIONS – On January 19, 2024, a subsidiary in Spire’s Midstream segment acquired MoGas Pipeline, an interstate natural gas pipeline, and Omega Pipeline, a connected gas distribution system in Missouri, to better serve customers in Missouri. MoGas interconnects with Spire STL Pipeline and other regional pipelines to deliver gas to Spire Missouri’s growing customer base in St. Charles, Franklin, and western St. Louis counties, among other utility, municipal, industrial and commercial customers. Omega owns and operates an approximately 75-mile natural gas distribution system within Fort Leonard Wood in south-central Missouri and is interconnected with the MoGas system. The acquisition was accounted for as a business combination in accordance with ASC 805,Business Combinations. The $177.6 preliminary cash consideration transferred is subject to further working capital adjustments as provided in the purchase agreement. This preliminary purchase price was allocated entirely to property, plant and equipment based on their estimated fair value at the acquisition date and recorded as non-utility property in the consolidated balance sheet. The operating revenues and operating income of MoGas and Omega were not material to our consolidated results for the three and six months ended March 31, 2024.

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

December 31, September 30, December 31,
2017 2017 2016
Spire $ 31.8
$ 41.0
$ 15.3
Spire Missouri 15.2
28.9
6.8
Spire Alabama 7.0
9.4
5.6

~~NEW ACCOUNTING PRONOUNCEMENTS~~

	*March 31,*		*September 30,*		*March 31,*
	*2024*		*2023*		*2023*
Spire	$	80.4	$	104.3	$	66.3
Spire Missouri		47.2		56.5		35.4
Spire Alabama		2.7		4.6		5.2

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES – ~~In May 2014,~~Trade accounts receivable are recorded at the ~~FASB issued Accounting Standards Update (ASU) No. 2014-09,~~ ~~Revenue~~amounts due from ~~Contracts with Customers. Under the new standard, an entity will recognize revenue~~customers, including unbilled amounts. Accounts receivable are written off when ~~it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects~~they are deemed to be ~~entitled~~uncollectible. An allowance for expected credit losses is estimated and updated based on relevant data and trends such as accounts receivable aging, historical write-off experience, current write-off trends, economic conditions, and the impact of weather and availability of customer payment assistance on collection trends. For the Utilities, net write-offs as a percentage of revenue has historically been the best predictor of base net write-off experience over time. Management judgment is applied in ~~exchange~~the development of the allowance due to the complexity of variables and subjective nature of certain relevant factors. The accounts receivable of Spire’s non-utility businesses are evaluated separately from those of the Utilities. The allowance for credit losses for those ~~goods or services. In doing so, companies may need to use more judgment~~other businesses is based on a continuous evaluation of the individual counterparty risk and ~~make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users~~is not significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.

	*Spire*						*Spire Missouri*						*Spire Alabama*
Three Months Ended March 31,	*2024*			*2023*			*2024*			*2023*			*2024*			*2023*
Allowance at beginning of period	$	35.4		$	34.5		$	28.9		$	28.2		$	5.7		$	5.5
Provision for expected credit losses		7.9			8.2			6.2			7.3			1.4			0.5
Write-offs, net of recoveries		(4.2	)		(2.1	)		(3.1	)		(1.0	)		(0.9	)		(0.7	)
Allowance at end of period	$	39.1		$	40.6		$	32.0		$	34.5		$	6.2		$	5.3

Six Months Ended March 31,	*2024*			*2023*			*2024*			*2023*			*2024*			*2023*
Allowance at beginning of period	$	32.5		$	31.9		$	26.2		$	24.9		$	5.7		$	6.3
Provision for expected credit losses		12.0			12.3			9.8			11.1			1.7			0.7
Write-offs, net of recoveries		(5.4	)		(3.6	)		(4.0	)		(1.5	)		(1.2	)		(1.7	)
Allowance at end of period	$	39.1		$	40.6		$	32.0		$	34.5		$	6.2		$	5.3

23

Table of ~~financial statements to understand the nature, amount, timing~~Contents

2. REVENUE

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

	*Three Months Ended March 31,*						*Six Months Ended March 31,*
	*2024*			*2023*			*2024*			*2023*
*Spire*
Gas Utility:
Residential	$	729.5		$	730.2		$	1,222.3		$	1,248.2
Commercial and industrial		267.9			260.3			425.8			430.9
Transportation		36.8			33.3			69.4			64.2
Off-system and other incentive		13.0			6.1			19.4			13.7
Other customer revenue		8.2			4.3			13.7			8.7
Total revenue from contracts with customers		1,055.4			1,034.2			1,750.6			1,765.7
Changes in accrued revenue under alternative revenue programs	17.3				20.3			37.3			21.8
Total Gas Utility operating revenues		1,072.7			1,054.5			1,787.9			1,787.5
Gas Marketing		46.0			60.6			82.3			134.7
Midstream		21.5			16.5			36.4			31.7
Other		4.1			4.1			8.2			8.1
Total before eliminations		1,144.3			1,135.7			1,914.8			1,962.0
Intersegment eliminations (see Note 10, Information by Operating Segment)		(15.8	)		(12.3	)		(29.7	)		(24.6	)
Total Operating Revenues	$	1,128.5		$	1,123.4		$	1,885.1		$	1,937.4

*Spire Missouri*
Residential	$	532.9	$	570.0	$	921.7	$	970.6
Commercial and industrial		185.7		185.2		295.9		308.1
Transportation		10.1		9.9		19.1		19.0
Off-system and other incentive		12.3		4.5		16.4		9.6
Other customer revenue		5.0		4.3		7.5		6.3
Total revenue from contracts with customers		746.0		773.9		1,260.6		1,313.6
Changes in accrued revenue under alternative revenue programs	20.5			17.1		41.3		18.6
Total Operating Revenues	$	766.5	$	791.0	$	1,301.9	$	1,332.2

*Spire Alabama*
Residential	$	169.3		$	135.1		$	253.7		$	231.4
Commercial and industrial		68.8			61.5			103.5			95.1
Transportation	24.0			20.8			44.8				40.1
Off-system and other incentive		0.7			1.7			3.0			4.1
Other customer revenue		0.7			0.7			1.6			1.9
Total revenue from contracts with customers		263.5			219.8			406.6			372.6
Changes in accrued revenue under alternative revenue programs		(4.0	)		(1.5	)		(5.0	)		(1.9	)
Total Operating Revenues	$	259.5		$	218.3		$	401.6		$	370.7

24

Table of ~~revenue and cash flows arising from contracts with customers. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance~~Contents

Gross receipts taxes associated with ~~revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues in~~ the statement of income. Entities have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017, and interim periods within those years. In 2016 and 2017, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, 2016-20, and 2017-14, which further modified the standards for accounting for revenue. The Company, Spire Missouri and Spire Alabama have nearly completed their evaluation of their sources of revenue and related contracts, plan to adopt the new guidance in the first quarter of fiscal 2019 using the modified retrospective approach, and expect no material effectCompany’s natural gas utility services are imposed on ~~their financial position, results of operations, or cash flows.~~

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities~~, which provides revised guidance concerning certain matters involving the recognition, measurement, and disclosure of financial instruments. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Unrealized gains and losses on equity securities previously classified as available-for-sale will be recognized immediately in earnings rather than recorded in other comprehensive income. Entities will record a cumulative-effect adjustment as of the beginning of the fiscal year in which the guidance is adopted, which requires amounts reported in accumulated other comprehensive income for such equity securities to be reclassified to retained earnings. Based on an assessment of their current financial instruments, the Company, Spire Missouri, and Spire Alabama ~~expect~~and billed to ~~adopt this standard~~its customers. The expense amounts (shown in the table below) are reported gross in the “Taxes, other than income taxes” line in the statements of income, and corresponding revenues are reported in “Operating Revenues.”

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
	*2024*		*2023*		*2024*		*2023*
Spire	$	60.0	$	60.2	$	91.1	$	90.6
Spire Missouri		44.0		45.6		66.5		67.7
Spire Alabama		14.1		12.6		21.0		19.4

3. EARNINGS PER COMMON SHARE

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
	*2024*		*2023*		*2024*		*2023*
Basic Earnings Per Common Share:
Net Income	$	204.3	$	179.2	$	289.4	$	270.2
Less: Provision for preferred dividends		3.7		3.7		7.4		7.4
Income allocated to participating securities		0.3		0.4		0.4		0.5
Income Available to Common Shareholders	$	200.3	$	175.1	$	281.6	$	262.3
Weighted Average Common Shares Outstanding (in millions)		55.8		52.5		54.6		52.5
Basic Earnings Per Common Share	$	3.59	$	3.33	$	5.16	$	5.00

Diluted Earnings Per Common Share:
Net Income	$	204.3	$	179.2	$	289.4	$	270.2
Less: Provision for preferred dividends		3.7		3.7		7.4		7.4
Income allocated to participating securities		0.3		0.4		0.4		0.5
Income Available to Common Shareholders	$	200.3	$	175.1	$	281.6	$	262.3
Weighted Average Common Shares Outstanding (in millions)		55.8		52.5		54.6		52.5
Dilutive Effect of forward sales of common stock, restricted stock and restricted stock units (in millions)*		0.1		0.1		0.1		0.1
Weighted Average Diluted Common Shares (in millions)		55.9		52.6		54.7		52.6
Diluted Earnings Per Common Share	$	3.58	$	3.33	$	5.14	$	4.99

* Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) forward sales of common stock, (2) stock units subject to performance or market conditions and (3) restricted stock, which could have a dilutive effect in the future		0.4		0.5		0.3		0.4

4. SHAREHOLDERS’ EQUITY

ATM Program

Under Spire’s “at-the-market” (ATM) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Settled sales under this ATM program are included in “Common stock issued” in the Condensed Consolidated Statements of Shareholders’ Equity. Specifically in the first quarter of fiscal ~~2019 with no material impact.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases. The~~2024, on December 11, 2023, 1,744,549 shares were settled, generating $112.2 of net proceeds. On January 25, 2024, Spire’s board approved a new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line itemauthorization for the ~~related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning~~sale of ~~the earliest comparative period presented in the financial statements. ASU No. 2018-01, issued in~~ additional shares with an aggregate offering price of up to $200.0 through January 2018, clarifies the related transition and accounting for existing and new or modified land easements. The ASUs are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting these standards, which must be adopted by the first quarter of fiscal 2020.

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

2027.

23

25

Table of Contents

In ~~January 2017,~~ the ~~FASB issued ASU No. 2017-04,~~ ~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test~~second quarter of fiscal 2024, Spire executed forward sale agreements for ~~Goodwill Impairment, which eliminates Step 2~~204,405 shares of the goodwill test, where the measurement of a goodwill impairment loss was determined by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Upon adoption, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This new guidance is required for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company and Spire Missouri do not expect this standard change to have a material impact on their financial statements and will adjust their goodwill impairment procedures accordingly upon adoption, no later than their annual tests for fiscal 2021.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Spire Missouri and Spire Alabama are currently assessing the regulatory and other impacts of adopting this standard,common stock, which must be ~~adopted by~~settled on or before September 27, 2024. No shares of common stock have been settled under the ~~first quarter~~forward sale agreements. Had all shares under the forward agreements been settled as of ~~fiscal 2019.~~

March 31, 2024, it would have generated net proceeds of $12.1.

Equity Units

In ~~August 2017, the FASB~~February 2021, Spire issued ~~ASU No.2017-12,~~ ~~Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities~~. The amendments in this ASU more closely align the results of hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results3.5 million equity units, initially in the ~~financial statements. They are effective~~form of Corporate Units (as defined in the Underwriting Agreement, dated February 9, 2021, filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed on February 16, 2021). Each Corporate Unit was comprised of (i) a purchase contract obligating the holder to purchase from the Company for ~~fiscal years beginning~~a price in cash of fifty dollars, on the purchase contract settlement date ( March 1, 2024, subject to earlier termination or settlement), a certain number of shares of the Company’s common stock and (ii) a 1/20th, or 5%, undivided beneficial ownership interest in one thousand dollars principal amount of the Company’s 2021 Series A 0.75% Remarketable Senior Notes due 2026 (further discussed in Note 6, Financing). Each Corporate Unit purchase contract obligated holders to purchase a variable number of shares of common stock of the Company based on the applicable market value, subject to anti-dilution adjustments. As of March 1, 2024, the applicable market value was calculated to be $58.6809 per share, and after ~~December 15, 2018, and interim periods within those fiscal years, and early application is permitted.~~adjustment the holders were obligated to purchase 0.7845 shares of common stock. The ~~Company, Spire Missouri and Spire Alabama are currently assessing the effects~~Corporate Unit holders purchased an aggregate of ~~this new guidance, as well as the timing~~2,745,733 shares of ~~adoption.~~common stock (net of fractional shares) for $175.0, settled on March 5, 2024.

~~2. EARNINGS PER COMMON SHARE~~

Three Months Ended December 31,
2017 2016
Basic EPS:
Net Income $ 116.0
$ 45.2
Less: Income allocated to participating securities 0.2
0.1
Net Income Available to Common Shareholders $ 115.8
$ 45.1
Weighted Average Shares Outstanding (in millions) 48.2
45.5
Basic Earnings Per Share of Common Stock $ 2.40
$ 0.99

Diluted EPS:
Net Income $ 116.0
$ 45.2
Less: Income allocated to participating securities 0.2
0.1
Net Income Available to Common Shareholders $ 115.8
$ 45.1
Weighted Average Shares Outstanding (in millions) 48.2
45.5
Dilutive Effect of Restricted Stock and Restricted Stock Units (in millions)* 0.2
0.2
Weighted Average Diluted Shares (in millions) 48.4
45.7
Diluted Earnings Per Share of Common Stock $ 2.39
$ 0.99

* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future 0.3
0.4

24

~~Table of Contents~~

3.5. REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980,Regulated Operations. The following regulatory assets and regulatory liabilities ~~including purchased gas adjustments,~~ were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of ~~December~~March 31, ~~2017,~~ 2024, September 30, ~~2017,~~2023, and ~~December~~March 31, ~~2016.~~

2023.

	*March 31,*		*September 30,*		*March 31,*
*Spire*	*2024*		*2023*		*2023*
Regulatory Assets:
Current:
Unamortized purchased gas adjustments	$	81.4	$	293.2	$	115.3
Other		35.5		55.1		27.7
Total Current Regulatory Assets		116.9		348.3		143.0
Noncurrent:
Pension and postretirement benefit costs		251.4		261.0		273.1
Cost of removal		649.2		633.2		516.4
Future income taxes due from customers		146.6		144.5		139.3
Energy efficiency		58.2		56.3		59.4
Unamortized purchased gas adjustments		—		23.0		181.3
Other		167.3		131.2		147.2
Total Noncurrent Regulatory Assets		1,272.7		1,249.2		1,316.7
Total Regulatory Assets	$	1,389.6	$	1,597.5	$	1,459.7
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	19.8	$	—	$	—
Other		5.3		7.3		5.3
Total Current Regulatory Liabilities		25.1		7.3		5.3
Noncurrent:
Deferred taxes due to customers		120.9		128.0		135.8
Pension and postretirement benefit costs		192.6		185.2		161.0
Accrued cost of removal		133.5		126.6		34.6
Unamortized purchased gas adjustments		90.8		11.2		—
Other		19.9		21.4		28.9
Total Noncurrent Regulatory Liabilities		557.7		472.4		360.3
Total Regulatory Liabilities	$	582.8	$	479.7	$	365.6

26

December 31, September 30, December 31,
Spire 2017 2017 2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs $ 43.0
$ 42.2
$ 63.2
Unamortized purchased gas adjustments 77.9
102.6
52.2
Other 28.4
30.7
19.1
Total Current Regulatory Assets 149.3
175.5
134.5
Noncurrent:
Future income taxes due from customers 113.1
170.5
155.5
Pension and postretirement benefit costs 394.8
404.7
439.2
Cost of removal 123.9
123.3
131.6
Unamortized purchased gas adjustments —
9.9
4.7
Energy efficiency 30.0
29.0
26.0
Other 54.8
53.7
29.4
Total Noncurrent Regulatory Assets 716.6
791.1
786.4
Total Regulatory Assets $ 865.9
$ 966.6
$ 920.9
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment $ 1.0
$ 1.4
$ 3.8
Unbilled service margin —
—
22.0
Refundable negative salvage 7.9
8.2
9.0
Unamortized purchased gas adjustments 1.0
1.0
1.4
Other 11.6
12.0
8.0
Total Current Regulatory Liabilities 21.5
22.6
44.2
Noncurrent:
Deferred taxes due to customers 177.4
—
—
Pension and postretirement benefit costs 31.5
32.2
28.3
Refundable negative salvage 3.8
4.1
8.9
Accrued cost of removal 81.7
83.8
74.7
Other 40.7
37.1
20.2
Total Noncurrent Regulatory Liabilities 335.1
157.2
132.1
Total Regulatory Liabilities $ 356.6
$ 179.8
$ 176.3

25

Table of Contents

	*March 31,*		*September 30,*		*March 31,*
*Spire Missouri*	*2024*		*2023*		*2023*
Regulatory Assets:
Current:
Unamortized purchased gas adjustments	$	81.0	$	269.4	$	58.7
Other		8.2		23.7		4.0
Total Current Regulatory Assets		89.2		293.1		62.7
Noncurrent:
Future income taxes due from customers		138.5		136.2		130.9
Pension and postretirement benefit costs		183.6		189.1		195.5
Energy efficiency		58.2		56.3		59.4
Unamortized purchased gas adjustments		—		23.0		181.3
Cost of removal		97.0		97.0		24.2
Other		153.2		116.0		130.7
Total Noncurrent Regulatory Assets		630.5		617.6		722.0
Total Regulatory Assets	$	719.7	$	910.7	$	784.7
Regulatory Liabilities:
Noncurrent:
Deferred taxes due to customers	$	108.3	$	114.8	$	121.3
Pension and postretirement benefit costs		165.4		156.5		132.7
Accrued cost of removal		95.8		90.4		—
Unamortized purchased gas adjustments		90.8		11.2		—
Other		15.0		16.5		22.9
Total Noncurrent Regulatory Liabilities		475.3		389.4		276.9
Total Regulatory Liabilities	$	475.3	$	389.4	$	276.9

	*March 31,*		*September 30,*		*March 31,*
*Spire Alabama*	*2024*		*2023*		*2023*
Regulatory Assets:
Current:
Unamortized purchased gas adjustments	$	—	$	21.7	$	53.6
Other		14.9		19.9		11.2
Total Current Regulatory Assets		14.9		41.6		64.8
Noncurrent:
Future income taxes due from customers		1.9		2.0		2.0
Pension and postretirement benefit costs		64.2		67.8		73.1
Cost of removal		552.2		536.2		492.2
Other		0.8		0.9		1.0
Total Noncurrent Regulatory Assets		619.1		606.9		568.3
Total Regulatory Assets	$	634.0	$	648.5	$	633.1
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	18.7	$	—	$	—
Total Current Regulatory Liabilities		18.7		—		—
Noncurrent:
Pension and postretirement benefit costs		16.8		17.9		18.0
Other		3.3		3.3		3.5
Total Noncurrent Regulatory Liabilities		20.1		21.2		21.5
Total Regulatory Liabilities	$	38.8	$	21.2	$	21.5

27

December 31, September 30, December 31,
Spire Missouri 2017 2017 2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs $ 34.9
$ 34.9
$ 56.3
Unamortized purchased gas adjustments 38.5
57.4
33.8
Other 3.3
3.3
3.4
Total Current Regulatory Assets 76.7
95.6
93.5
Noncurrent:
Future income taxes due from customers 113.1
170.5
155.5
Pension and postretirement benefit costs 315.8
322.7
333.3
Unamortized purchased gas adjustments —
9.9
4.7
Energy efficiency 30.0
29.0
26.0
Other 25.2
25.7
23.9
Total Noncurrent Regulatory Assets 484.1
557.8
543.4
Total Regulatory Assets $ 560.8
$ 653.4
$ 636.9
Regulatory Liabilities:
Current:
Other $ 2.7
$ 2.7
$ 2.7
Total Current Regulatory Liabilities 2.7
2.7
2.7
Noncurrent:
Deferred taxes due to customers 159.2
—
—
Accrued cost of removal 52.0
54.5
54.8
Other 30.0
26.7
12.5
Total Noncurrent Regulatory Liabilities 241.2
81.2
67.3
Total Regulatory Liabilities $ 243.9
$ 83.9
$ 70.0

26

Table of Contents

December 31, September 30, December 31,
Spire Alabama 2017 2017 2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs $ 7.2
$ 7.2
$ 6.8
Unamortized purchased gas adjustments 39.4
45.2
17.1
Other 11.4
12.2
7.6
Total Current Regulatory Assets 58.0
64.6
31.5
Noncurrent:
Pension and postretirement benefit costs 70.8
72.6
96.8
Cost of removal 123.9
123.3
131.6
Other 2.7
1.1
1.1
Total Noncurrent Regulatory Assets 197.4
197.0
229.5
Total Regulatory Assets $ 255.4
$ 261.6
$ 261.0
Regulatory Liabilities:
Current:
RSE adjustment $ 1.0
$ 1.4
$ 3.8
Unbilled service margin —
—
22.0
Refundable negative salvage 7.9
8.2
9.0
Other 2.4
2.4
2.6
Total Current Regulatory Liabilities 11.3
12.0
37.4
Noncurrent:
Pension and postretirement benefit costs 31.5
32.2
28.3
Refundable negative salvage 3.9
4.1
8.9
Other 3.6
3.3
3.4
Total Noncurrent Regulatory Liabilities 39.0
39.6
40.6
Total Regulatory Liabilities $ 50.3
$ 51.6
$ 78.0

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

Spire Spire Missouri
December 31, September 30, December 31, December 31, September 30, December 31,
2017 2017 2016 2017 2017 2016
Future income taxes due from customers $ 113.1
$ 170.5
$ 155.5
$ 113.1
$ 170.5
$ 155.5
Pension and postretirement benefit costs 193.8
198.5
231.4
193.8
198.5
231.4
Other 11.2
11.3
12.2
11.2
11.3
12.2
Total Regulatory Assets Not Earning a Return $ 318.1
$ 380.3
$ 399.1
$ 318.1
$ 380.3
$ 399.1

	*March 31,*		*September 30,*		*March 31,*
	*2024*		*2023*		*2023*
Spire
Pension and postretirement benefit costs	$	133.8	$	133.4	$	127.8
Future income taxes due from customers		144.7		142.5		137.2
Unamortized purchased gas adjustments		81.0		292.4		240.0
Other		127.7		104.2		102.4
Total Regulatory Assets Not Earning a Return	$	487.2	$	672.5	$	607.4

Spire Missouri
Pension and postretirement benefit costs	$	133.8	$	133.4	$	127.8
Future income taxes due from customers		138.5		136.2		130.9
Unamortized purchased gas adjustments		81.0		292.4		240.0
Other		127.7		104.2		102.4
Total Regulatory Assets Not Earning a Return	$	481.0	$	666.2	$	601.1

Like all the Company’s regulatory assets, these regulatory assets as of March 31, 2024 are expected to be recovered from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be ~~as long as~~ 20 years or longer, based on current Internal Revenue Service guidelines and average remaining service life of active participants, respectively. The recovery period for the PGA assets is less than two years. The other items not earning a return are expected to be recovered over a period not to exceed 15 years, consistent with precedent set by the ~~MoPSC.~~MoPSC, except for certain debt costs expected to be recovered over the related debt term, up to 35 years. Spire Alabama does not have any regulatory assets that are not earning a return.

Spire Missouri

In 2022, the MoPSC initiated their annual ACA dockets (GR-2022-0135 and GR-2022-0136) to audit gas commodity and transportation costs for the 2020-2021 heating season, which included the impact of a period of unusually severe cold weather in mid- February 2021 (“Winter Storm Uri”) on Spire Missouri’s natural gas portfolio. In December 2022, the MoPSC staff filed its Reports and Recommendations in these cases proposing various disallowances relating to imbalance cash-outs and an off-system sale. In January 2023, Spire Missouri filed its response to this proposal setting forth its position that there is no basis in law or fact for either disallowance. In November 2023, Spire Missouri filed an unopposed settlement stipulation by which the MoPSC Staff agreed to withdraw its recommendation of a proposed disallowance relating to imbalance cash-outs. In April 2024, Spire Missouri and the MoPSC Staff reached an agreement in principle to resolve the proposed off-system sale disallowance, and the parties are working to finalize a settlement stipulation which is not expected to impact historically reported results.

The Infrastructure System Replacement Surcharge (ISRS) allows Spire Missouri expedited recovery for its investment to replace qualifying components of its infrastructure without the necessity of a formal rate case. All prior ISRS revenues were reset to zero as of December 26, 2022 as a result of Spire Missouri’s most recent base rate case. In April 2023, the MoPSC approved an annual ISRS revenue increase of $7.7, effective May 6, 2023, reflecting eligible pipe replacement from October 2022 through February 2023. In October 2023, the MoPSC approved an incremental annual ISRS revenue increase of $12.4, effective October 23, 2023, reflecting eligible pipe replacement from March 2023 through August 2023. On January 17, 2024, Spire Missouri initiated an ISRS case reflecting eligible capital projects from September 2023 through February 2024. After Spire Missouri's true-up filing in March 2024, the MoPSC approved in April 2024, an incremental revenue increase of $16.8, for a total cumulative ISRS revenue of $36.9, tentatively expected to be effective in May 2024.

In fiscal 2023, the MoPSC approved increases in the PGA in Spire Missouri’s tariff effective in November 2022 and January 2023. In fiscal 2024, the MoPSC approved a slight decrease in the PGA in Spire Missouri’s western service territory tariff effective in November 2023 and no change in the eastern service territory. These modifications reflect changes in natural gas commodity prices. Deferred gas balances remaining from prior periods were also reflected in the recently approved tariff rates and have been almost fully recovered as of March 31, 2024.

27

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Table of Contents

~~4. FINANCING ARRANGEMENTS AND LONG-TERM DEBT~~

Spire Alabama

In the first quarter of fiscal 2023, Spire Alabama made its annual Rate Stabilization and Equalization (RSE) rate filing with the APSC, presenting the utility’s budget for the fiscal year ended September 30, 2023, and new rates designed to provide an annual revenue increase of $15.0 became effective January 1, 2023. On October 26, 2023, Spire Alabama made its annual RSE rate filing, presenting the utility’s budget for the fiscal year ending September 30, 2024. After an amended filing on December 27, 2023, new rates designed to provide an annual revenue increase of $14.3 became effective January 1, 2024.

Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider which permits the pass-through to customers of changes in the cost of gas supply. In fiscal 2023, GSA rate increases were effective December 1, 2022 and January 1, 2023, and in fiscal 2024, GSA rate decreases were effective October 1, 2023, January 1, 2024, and April 1, 2024, primarily attributable to changes in natural gas commodity prices.

Spire

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

On October 26, 2022, Spire Gulf made its annual RSE filing (based on its budget for fiscal 2023), which was reviewed by the APSC and the Alabama Attorney General’s Office (AGO) resulting in an amended RSE filing made on December 21, 2022 reflecting an increase in annual revenues of $2.5 effective January 1, 2023. Spire Gulf’s April 30, 2023 RSE point of test filing reflected that its projected return on average common equity (RCE) exceeded the allowed RCE, resulting in an annualized refund of $1.8 that became effective July 1, 2023. Spire Gulf’s September 30, 2023 RSE point of test reflected that its actual RCE still exceeded the allowed RCE, resulting in an additional annualized refund of $2.0 that became effective December 13, 2023. On October 26, 2023, Spire Gulf made its annual RSE filing (based on its budget for fiscal 2024). Following review by the APSC and AGO, Spire Gulf made an amended RSE filing on December 12, 2023 reflecting a further increase in annual revenues of $2.7 which became effective December 13, 2023.

On September 14, 2022, Spire Mississippi filed its Rate Stabilization Adjustment Rider (RSA) with the Mississippi Public Service Commission (MSPSC) for the rate year ended June 30, 2022, and the MSPSC, by its order dated December 6, 2022, approved a stipulation agreement between the Mississippi Public Utility Staff and Spire Mississippi that provides for a $0.8 increase in annual revenues through rates that became effective on January 1, 2023. Similarly, on September 1, 2023, Spire Mississippi filed its RSA with the MSPSC for the rate year ended June 30, 2023, and the MSPSC, by its order dated December 14, ~~2016,~~ 2023, approved a stipulation agreement between the Mississippi Public Utility Staff and Spire Mississippi that provides for another $0.8 increase in annual revenues through rates that became effective on January 1, 2024.

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6. FINANCING

Short-term

Spire, Spire Missouri and Spire Alabama ~~entered into~~have a syndicated revolving credit facility pursuant to a loan agreement with 1112 banks ~~expiring December 14, 2021.~~through July 22,2027. The ~~loan~~ agreement has an aggregate credit commitment of ~~$975.0,~~$1,300.0, including sublimits of ~~$300.0~~$450.0 for the Spire ~~$475.0~~holding company, $575.0 for Spire Missouri and ~~$200.0~~$275.0 for Spire Alabama. These sublimits may be reallocated from time to time among the three borrowers within the $1,300.0 aggregate commitment, with commitment fees and interest margins applied for each borrower relative to its credit rating, as well as sustainability rate adjustments based on Spire’s DART (“Days Away Restricted or Transferred”) rate and methane emissions reductions. The Spire holding company may use its line to provide for the funding needs of various subsidiaries. The agreement also contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on ~~December~~March 31, ~~2017,~~2024, total debt was ~~57%~~less than 65% of total capitalization for ~~the consolidated Company, 50% for Spire Missouri, and 35% for Spire Alabama.~~each borrower. There were no borrowings against this credit facility as of ~~December~~March 31, ~~2017, or September 30, 2017, but $193.5 as of December 31, 2016.~~

~~On December 21, 2016,~~ 2024.

Spire ~~established~~has a commercial paper program ~~(Program)~~(“CP Program”) pursuant to which ~~Spire~~ it may issue short-term, unsecured commercial paper ~~notes (Notes).~~notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the ~~Notes~~notes outstanding under the CP Program at any time not to exceed ~~$975.0.~~$1,300.0. The ~~Notes~~ notes may have maturities of up to 365 days from date of issue.

On January 3, 2024, Spire Missouri entered into a short-term loan agreement with several banks for a $200.0 unsecured term loan due October 3, 2024. Interest accrues at the one-month term secured overnight financing rate (“SOFR”) plus a SOFR adjustment of 0.10% per annum plus a margin of 0.90% per annum. Spire Missouri repaid $50.0 of this loan on April 5, 2024.

Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of ~~December~~March 31, ~~2017,~~2024, $319.8 of Spire’s CP Program borrowings was used to support lending to the Utilities.

	*Spire (Parent Only)*			*Spire Missouri*						*Spire Alabama*			*Spire*
	CP			*Term*			*Spire*			*Spire*			*Consol-*
	*Program*			*Loan*			*Note*			*Note*			*idated*
Six Months Ended March 31, 2024
Highest borrowings outstanding	$	1,135.0		$	200.0		$	643.6		$	132.5		$	1,275.0
Lowest borrowings outstanding		554.6			—			234.7			25.2			754.6
Weighted average borrowings		930.6			97.3			469.9			94.5			1,027.9
Weighted average interest rate		5.7	%		6.7	%		5.7	%		5.7	%		5.8	%
As of March 31, 2024
Borrowings outstanding	$	586.0		$	200.0		$	243.9		$	37.4		$	786.0
Weighted average interest rate		5.6	%		6.3	%		5.6	%		5.6	%		5.8	%
As of September 30, 2023
Borrowings outstanding	$	955.5		$	—		$	540.6		$	124.1		$	955.5
Weighted average interest rate		5.6	%		n/a			5.6	%		5.6	%		5.6	%
As of March 31, 2023
Borrowings outstanding	$	361.0		$	200.0		$	60.7		$	121.3		$	561.0
Weighted average interest rate		5.3	%		5.6	%		5.3	%		5.3	%		5.4	%

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Table of Contents

Long-term

In February 2024, Spire successfully remarketed on behalf of the selling securityholders the 2021 Series A 0.75% Remarketable Senior Notes ~~outstanding under~~due 2026, which were originally issued in February 2021 as a component of the ~~Program totaled $583.6. Of~~equity units further discussed in Note 4, Shareholders’ Equity. As a result, the interest rate on that original $175.0 obligation was reset to 5.300%. Also in February 2024, Spire sold an additional $175.0 aggregate principal amount ~~$275.6 and $163.1 were loaned to~~of these 5.300% Senior Notes due March 1, 2026, with interest payable semiannually. Spire received net proceeds of $173.5 from this offering.

The long-term debt agreements of Spire, Spire Missouri and Spire Alabama ~~respectively, at Spire’s cost. Notes outstanding~~contain customary financial covenants and default provisions. As of March 31, 2024, there were no events of default under ~~the Program totaled $477.3 and $0.0 as of September 30, 2017, and December 31, 2016, respectively.~~

On December 1, 2017, Spire Alabama entered into the First Supplement to Master Note Purchase Agreement with certain institutional investors. Pursuant to the terms of that supplement, on December 1, 2017, Spire Alabama issued and sold $30.0 million in aggregate principal amount of its 4.02% Series 2017A Senior Notes due January 15, 2058, and on January 12, 2018, issued and sold $45.0 million aggregate principal amount of its 3.92% Series 2017B Senior Notes due January 15, 2048, to those institutional investors. The notes bear interest from the date of issuance, payable semi-annuallythese financial covenants.

Interest expense shown on the ~~15th day~~statements of July and January of each year, commencing on July 15, 2018. The notes are senior unsecured obligations of Spire Alabama, rank equal in right to payment with all its other senior unsecured indebtedness, and have make-whole call options. Spire Alabama used the proceeds from the saleincome is net of the ~~notes to repay short-term debt and for general corporate purposes.~~capitalized interest amounts shown in the following table.

	*Three Months Ended March 31,*				*Six Months Ended March 31,*
	*2024*		*2023*		*2024*		*2023*
Spire	$	4.0	$	1.9	$	7.8	$	3.5
Spire Missouri		1.1		0.6		2.3		1.1
Spire Alabama		0.4		0.6		0.8		1.3

5.7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of December 31, 2017, September 30, 2017, or December 31, 2016.

The carrying amounts of cash and cash equivalents, notes receivable, 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 68, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

28

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Table of Contents

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2024, September 30, 2023, and March 31, 2023.

					*Classification of Estimated Fair Value*
	*Carrying Amount*		*Fair Value*		*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*
Spire
As of March 31, 2024
Cash and cash equivalents	$	25.6	$	25.6	$	25.6	$	—
Notes payable		786.0		786.0		—		786.0
Long-term debt, including current portion		3,728.4		3,452.0		—		3,452.0
As of September 30, 2023
Cash and cash equivalents	$	5.6	$	5.6	$	5.6	$	—
Notes payable		955.5		955.5		—		955.5
Long-term debt, including current portion		3,710.6		3,270.2		—		3,270.2
As of March 31, 2023
Cash and cash equivalents	$	6.9	$	6.9	$	6.9	$	—
Notes payable		561.0		561.0		—		561.0
Long-term debt, including current portion		3,959.1		3,704.2		—		3,704.2

Spire Missouri
As of March 31, 2024
Notes payable	$	200.0	$	200.0	$	—	$	200.0
Notes payable – associated companies		243.9		243.9		—		243.9
Long-term debt, including current portion		1,786.2		1,649.4		—		1,649.4
As of September 30, 2023
Cash and cash equivalents	$	0.8	$	0.8	$	0.8	$	—
Notes payable – associated companies		540.6		540.6		—		540.6
Long-term debt		1,785.4		1,592.4		—		1,592.4
As of March 31, 2023
Notes payable	$	200.0	$	200.0	$	—	$	200.0
Notes payable – associated companies		60.7		60.7		—		60.7
Long-term debt, including current portion		2,034.5		1,930.2		—		1,930.2

Spire Alabama
As of March 31, 2024
Cash and cash equivalents	$	1.8	$	1.8	$	1.8	$	—
Notes payable – associated companies		37.4		37.4		—		37.4
Long-term debt		746.1		685.3		—		685.3
As of September 30, 2023
Cash and cash equivalents	$	1.2	$	1.2	$	1.2	$	—
Notes payable – associated companies		124.1		124.1		—		124.1
Long-term debt		745.9		648.0		—		648.0
As of March 31, 2023
Cash and cash equivalents	$	1.0	$	1.0	$	1.0	$	—
Notes payable – associated companies		121.3		121.3		—		121.3
Long-term debt		745.7		696.6		—		696.6

32



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

~~Spire~~

As of December 31, 2017
Cash and cash equivalents $ 6.7
$ 6.7
$ 6.7
$ —
Short-term debt 583.6
583.6
—
583.6
Long-term debt, including current portion 2,135.5
2,280.1
—
2,280.1
As of September 30, 2017
Cash and cash equivalents $ 7.4
$ 7.4
$ 7.4
$ —
Short-term debt 477.3
477.3
—
477.3
Long-term debt, including current portion 2,095.0
2,210.3
—
2,210.3
As of December 31, 2016
Cash and cash equivalents $ 10.6
$ 10.6
$ 10.6
$ —
Short-term debt 506.4
506.4
—
506.4
Long-term debt, including current portion 2,071.3
2,258.1
—
2,258.1

~~Spire Missouri~~

As of December 31, 2017
Cash and cash equivalents $ 4.1
$ 4.1
$ 4.1
$ —
Short-term debt 275.6
275.6
—
275.6
Long-term debt, including current portion 974.1
1,068.6
—
1,068.6
As of September 30, 2017
Cash and cash equivalents $ 2.5
$ 2.5
$ 2.5
$ —
Short-term debt 203.0
203.0
—
203.0
Long-term debt, including current portion 973.9
1,056.9
—
1,056.9
As of December 31, 2016
Cash and cash equivalents $ 4.0
$ 4.0
$ 4.0
$ —
Short-term debt 312.9
312.9
—
312.9
Long-term debt 804.3
910.7
—
910.7

~~Spire Alabama~~

As of December 31, 2017
Cash and cash equivalents $ —
$ —
$ —
$ —
Short-term debt 163.1
163.1
—
163.1
Long-term debt 277.8
303.5
—
303.5
As of September 30, 2017
Cash and cash equivalents $ 0.1
$ 0.1
$ 0.1
$ —
Short-term debt 169.9
169.9
—
169.9
Long-term debt 247.8
269.4
—
269.4
As of December 31, 2016
Cash and cash equivalents $ —
$ —
$ —
$ —
Short-term debt 102.5
102.5
—
102.5
Long-term debt 247.7
269.3
—
269.3

29

Table of Contents

6.

8. FAIR VALUE MEASUREMENTS

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

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

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE)., and also certain natural gas commodity contracts. Derivative instruments classified in Level 2 include ~~physical commodity~~ derivatives that are valued using broker or dealer quotation services or published benchmarks 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 or in active ~~markets and derivative instruments with settlement dates more than one year into the future.~~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~~There were no Level 3 balances as of ~~December~~March 31, ~~2017,~~ 2024, September 30, ~~2017, and December~~2023, or March 31, ~~2016, consisted of gas commodity contracts.~~2023. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

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

Spire

	*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Effects of Netting and Cash Margin Receivables /Payables*			*Total*
As of March 31, 2024
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	22.6	$	—	$	—		$	22.6
NYMEX/ICE natural gas contracts		3.7		—		(3.7	)		—
Gasoline and heating oil contracts		—		0.1		(0.1	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		8.6		—		(8.6	)		—
Natural gas commodity contracts		—		62.2		(2.6	)		59.6
Other:
U.S. stock/bond mutual funds		16.6		—		—			16.6
U.S. bonds		17.1		—		—			17.1
Global bonds		1.4		—		—			1.4
Interest rate swaps		—		29.0		—			29.0
Total	$	70.0	$	91.3	$	(15.0	)	$	146.3
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	35.7	$	—	$	(35.7	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts		30.7		—		(30.7	)		—
Natural gas commodity contracts		—		25.3		(2.6	)		22.7
Total	$	66.4	$	25.3	$	(69.0	)	$	22.7

33

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Effects of Netting and Cash Margin Receivables
/Payables
Total
As of December 31, 2017
ASSETS
Gas Utility
US stock/bond mutual funds $ 19.5
$ 4.0
$ —
$ —
$ 23.5
NYMEX/ICE natural gas contracts 0.5
—
—
(0.5 ) —
Gas Marketing
NYMEX/ICE natural gas contracts 2.4
4.0
—
(6.1 ) 0.3
Natural gas commodity contracts —
7.7
—
(4.3 ) 3.4
Total $ 22.4
$ 15.7
$ —
$ (10.9 ) $ 27.2
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts $ 2.7
$ —
$ —
$ (2.7 ) $ —
Gas Marketing
NYMEX/ICE natural gas contracts 1.1
5.9
—
(7.0 ) —
Natural gas commodity contracts —
8.9
0.4
(4.3 ) 5.0
Other
Interest rate swaps —
0.8
—
—
0.8
Total $ 3.8
$ 15.6
$ 0.4
$ (14.0 ) $ 5.8

30

Table of Contents

	*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Effects of Netting and Cash Margin Receivables /Payables*			*Total*
As of September 30, 2023
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	20.4	$	—	$	—		$	20.4
NYMEX/ICE natural gas contracts		6.3		—		(6.3	)		—
Gasoline and heating oil contracts		—		0.1		(0.1	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		10.1		—		(10.1	)		—
Natural gas commodity contracts		—		36.7		(3.6	)		33.1
Other:
U.S. stock/bond mutual funds		37.6		—		—			37.6
Interest rate swaps		—		44.2		—			44.2
Total	$	74.4	$	81.0	$	(20.1	)	$	135.3
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	50.8	$	—	$	(44.0	)	$	6.8
Gas Marketing:
NYMEX/ICE natural gas contracts		21.8		—		(21.8	)		—
Natural gas commodity contracts		—		27.6		(3.6	)		24.0
Total	$	72.6	$	27.6	$	(69.4	)	$	30.8

As of March 31, 2023
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	20.7	$	—	$	—		$	20.7
NYMEX/ICE natural gas contracts		0.1		—		(0.1	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		31.9		—		(31.9	)		—
Natural gas commodity contracts *		—		39.2		(1.3	)		37.9
Other:
U.S. stock/bond mutual funds		29.2		—		—			29.2
Interest rate swaps *		—		16.5		—			16.5
Total	$	81.9	$	55.7	$	(33.3	)	$	104.3
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	62.7	$	—	$	(62.7	)	$	—
Gasoline and heating oil contracts		0.5		—		(0.5	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		48.1		—		(48.1	)		—
Natural gas commodity contracts *		—		32.4		(1.3	)		31.1
Other:
Interest rate swaps *		—		2.2		—			2.2
Total	$	111.3	$	34.6	$	(112.6	)	$	33.3

*

Subsequent to the issuance of its consolidated financial statements for the quarter ended March 31, 2023, during the fourth quarter of fiscal 2023, the Company identified an error in the fair value level presentation for certain line items in the Fair Value Measurements table. The presentation has been corrected to reflect the impacted line items in Level 2 rather than Level 1 as of March 31, 2023. This immaterial correction did not impact the reported fair values or the consolidated financial statements.

34

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Effects of Netting and Cash Margin Receivables
/Payables
Total
As of September 30, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds $ 18.3
$ 4.1
$ —
$ —
$ 22.4
NYMEX/ICE natural gas contracts 3.4
—
—
(3.4 ) —
NYMEX gasoline and heating oil contracts 0.1
—
—
—
0.1
Gas Marketing:
NYMEX/ICE natural gas contracts 1.3
1.3
—
(2.1 ) 0.5
Natural gas commodity contracts —
6.8
0.1
(1.2 ) 5.7
Total $ 23.1
$ 12.2
$ 0.1
$ (6.7 ) $ 28.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts $ 1.9
$ —
$ —
$ (1.9 ) $ —
Gas Marketing:
NYMEX/ICE natural gas contracts 1.8
0.3
—
(2.1 ) —
Natural gas commodity contracts —
8.4
—
(1.2 ) 7.2
Other:
Interest rate swaps —
0.9
—
—
0.9
Total $ 3.7
$ 9.6
$ —
$ (5.2 ) $ 8.1

As of December 31, 2016
ASSETS
Gas Utility:
US stock/bond mutual funds $ 17.2
$ 4.0
$ —
$ —
$ 21.2
NYMEX/ICE natural gas contracts 8.8
—
—
(6.6 ) 2.2
NYMEX gasoline and heating oil contracts 0.7
—
—
—
0.7
Gas Marketing:
NYMEX/ICE natural gas contracts 0.7
4.5
—
(4.9 ) 0.3
Natural gas commodity contracts —
9.8
—
(0.3 ) 9.5
Other:
Interest rate swaps —
8.2
—
—
8.2
Total $ 27.4
$ 26.5
$ —
$ (11.8 ) $ 42.1
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts $ 0.2
$ —
$ —
$ (0.2 ) $ —
Gas Marketing:
NYMEX/ICE natural gas contracts 5.1
4.8
—
(9.9 ) —
Natural gas commodity contracts —
3.8
—
(0.3 ) 3.5
Total $ 5.3
$ 8.6
$ —
$ (10.4 ) $ 3.5

31

Table of Contents

Spire Missouri

	*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Effects of Netting and Cash Margin Receivables /Payables*			*Total*
As of March 31, 2024
ASSETS
U.S. stock/bond mutual funds	$	22.6	$	—	$	—		$	22.6
NYMEX/ICE natural gas contracts		3.7		—		(3.7	)		—
Gasoline and heating oil contracts		—		0.1		(0.1	)		—
Total	$	26.3	$	0.1	$	(3.8	)	$	22.6
LIABILITIES
NYMEX/ICE natural gas contracts	$	35.7	$	—	$	(35.7	)	$	—

As of September 30, 2023
ASSETS
U.S. stock/bond mutual funds	$	20.4	$	—	$	—		$	20.4
NYMEX/ICE natural gas contracts		6.3		—		(6.3	)		—
Gasoline and heating oil contracts		—		0.1		(0.1	)		—
Total	$	26.7	$	0.1	$	(6.4	)	$	20.4
LIABILITIES
NYMEX/ICE natural gas contracts	$	50.8	$	—	$	(44.0	)	$	6.8

As of March 31, 2023
ASSETS
U.S. stock/bond mutual funds	$	20.7	$	—	$	—		$	20.7
NYMEX/ICE natural gas contracts		0.1		—		(0.1	)		—
Total	$	20.8	$	—	$	(0.1	)	$	20.7
LIABILITIES
NYMEX/ICE natural gas contracts	$	62.7	$	—	$	(62.7	)	$	—
Gasoline and heating oil contracts		0.5		—		(0.5	)		—
Total	$	63.2	$	—	$	(63.2	)	$	—

35

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Effects of Netting and Cash Margin Receivables
/Payables
Total
As of December 31, 2017
ASSETS
US stock/bond mutual funds $ 19.5
$ 4.0
$ —
$ —
$ 23.5
NYMEX/ICE natural gas contracts 0.5
—
—
(0.5 ) —
Total $ 20.0
$ 4.0
$ —
$ (0.5 ) $ 23.5
LIABILITIES
NYMEX/ICE natural gas contracts $ 2.7
$ —
$ —
$ (2.7 ) $ —
Total $ 2.7
$ —
$ —
$ (2.7 ) $ —

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

As of December 31, 2016
ASSETS
US stock/bond mutual funds $ 17.2
$ 4.0
$ —
$ —
$ 21.2
NYMEX/ICE natural gas contracts 8.8
—
—
(6.6 ) 2.2
NYMEX gasoline and heating oil contracts 0.5
—
—
—
0.5
Total $ 26.5
$ 4.0
$ —
$ (6.6 ) $ 23.9
LIABILITIES
NYMEX/ICE natural gas contracts $ 0.2
$ —
$ —
$ (0.2 ) $ —
Total $ 0.2
$ —
$ —
$ (0.2 ) $ —

~~Spire Alabama~~

Spire Alabama occasionally utilizes a gasoline derivative program to stabilize the cost of fuel used in operations. As of December 31, 2017, Spire Alabama had no outstanding derivative contracts. As of September 30, 2017, and December 31, 2016, the fair value of related gasoline contracts was not significant.

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Table of Contents

~~7. CONCENTRATIONS OF CREDIT RISK~~

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

A significant portion of Spire Marketing’s transactions are with (or are associated with) energy producers, utility companies, and pipelines. The concentration of transactions with these counterparties has the potential to affect the Company’s overall exposure to credit risk, either positively or negatively, in that each of these three groups may be affected similarly by changes in economic, industry, or other conditions. To manage this risk, as well as credit risk from significant counterparties in these and other industries, Spire Marketing has established procedures to determine the creditworthiness of its counterparties. These procedures include obtaining credit ratings and credit reports, analyzing counterparty financial statements to assess financial condition, and considering the industry environment in which the counterparty operates. This information is monitored on an ongoing basis. In some instances, Spire Marketing may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, Spire Marketing may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry with whom it conducts both sales and purchases of natural gas. Sales are typically made on an unsecured credit basis with payment due the month following delivery. Accounts receivable amounts are closely monitored and provisions for uncollectible amounts are accrued when losses are probable. Spire Marketing records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in its accounts receivable attributable to energy producers and their marketing affiliates totaled $19.4 at December 31, 2017 ($15.3 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates totaled $47.5 at December 31, 2017 ($45.4 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At December 31, 2017, the amounts included in accounts receivable from its five largest counterparties (in terms of net accounts receivable exposure) totaled $26.7 ($23.9 reflecting netting arrangements). Three of these five counterparties are investment-grade rated companies. The remaining two counterparties are not rated, but are subsidiaries of investment-grade rated companies.

8.9. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

Spire and the Utilities maintain pension plans for their employees.

~~The~~

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

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

The net periodic pension cost includes components shown in the following tables. The components other than the service costs and regulatory adjustment are presented in “Other Income, Net” in the income statement, except for Spire Alabama’s losses on lump-sum settlements. Such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”

	*Three Months Ended March 31,*						*Six Months Ended March 31,*
	*2024*			*2023*			*2024*			*2023*
Spire
Service cost – benefits earned during the period	$	3.9		$	3.9		$	7.9		$	8.0
Interest cost on projected benefit obligation		6.6			5.9			13.4			12.3
Expected return on plan assets		(6.1	)		(5.7	)		(12.4	)		(12.1	)
Amortization of prior service credit		(1.2	)		(1.2	)		(2.3	)		(2.3	)
Amortization of actuarial loss		1.6			1.6			3.2			3.2
Loss on lump-sum settlements		—			—			—			8.6
Subtotal		4.8			4.5			9.8			17.7
Regulatory adjustment		8.8			10.4			17.5			12.2
Net pension cost	$	13.6		$	14.9		$	27.3		$	29.9

Spire Missouri
Service cost – benefits earned during the period	$	2.6		$	2.9		$	5.2		$	5.7
Interest cost on projected benefit obligation		4.7			4.4			9.5			8.9
Expected return on plan assets		(4.2	)		(4.5	)		(8.5	)		(9.0	)
Amortization of prior service credit		(0.5	)		(0.5	)		(1.0	)		(1.0	)
Amortization of actuarial loss		1.4			1.6			2.9			3.1
Subtotal		4.0			3.9			8.1			7.7
Regulatory adjustment		6.3			8.1			12.6			16.2
Net pension cost	$	10.3		$	12.0		$	20.7		$	23.9

Spire Alabama
Service cost – benefits earned during the period	$	1.1		$	0.8		$	2.3		$	1.9
Interest cost on projected benefit obligation		1.2			0.8			2.5			2.1
Expected return on plan assets		(1.2	)		(0.5	)		(2.4	)		(1.6	)
Amortization of prior service credit		(0.6	)		(0.6	)		(1.2	)		(1.2	)
Amortization of actuarial loss		0.3			0.2			0.5			0.3
Loss on lump-sum settlements		—			—			—			8.6
Subtotal		0.8			0.7			1.7			10.1
Regulatory adjustment		2.3			2.1			4.5			(4.4	)
Net pension cost	$	3.1		$	2.8		$	6.2		$	5.7

33

36

Table of Contents

~~The net periodic pension cost included the following components:~~

Three Months Ended December 31,
2017 2016
Spire
Service cost – benefits earned during the period $ 5.2
$ 5.3
Interest cost on projected benefit obligation 6.9
6.9
Expected return on plan assets (9.7 ) (9.9 )
Amortization of prior service (credit) cost (0.3 ) 0.2
Amortization of actuarial loss 3.1
3.4
Subtotal 5.2
5.9
Regulatory adjustment 4.3
4.6
Net pension cost $ 9.5
$ 10.5

Spire Missouri
Service cost – benefits earned during the period $ 3.3
$ 3.3
Interest cost on projected benefit obligation 4.9
4.8
Expected return on plan assets (7.2 ) (7.3 )
Amortization of prior service cost 0.2
0.2
Amortization of actuarial loss 2.6
2.9
Subtotal 3.8
3.9
Regulatory adjustment 2.4
2.8
Net pension cost $ 6.2
$ 6.7

Spire Alabama
Service cost – benefits earned during the period $ 1.6
$ 1.6
Interest cost on projected benefit obligation 1.4
1.5
Expected return on plan assets (1.7 ) (1.8 )
Amortization of prior service credit (0.5 ) —
Amortization of actuarial loss 0.5
0.5
Subtotal 1.3
1.8
Regulatory adjustment 1.7
1.6
Net pension cost $ 3.0
$ 3.4

Pursuant to the provisions of ~~the Missouri Utilities’~~Spire Missouri’s and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or ~~losses.~~ Inlosses. For the ~~quarter~~three and six months ended ~~December~~March 31, ~~2017, none of the~~2024, no Spire plans ~~of Spire Missouri or Spire Alabama~~ met the criteria for settlement recognition.

For the six months ended March 31,2023,two Spire Alabama plans met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the remeasurement were $27.5 for the Spire Alabama plans. The lump-sum settlements resulted in a loss of $8.6 for Spire Alabama. The Spire Alabama regulatory tariff requires that settlement losses be amortized over the remaining actuarial life of the individuals in the plan — in this case, 13.4 years for one plan and 12.4 years for the other plan. Therefore, no lump sum settlement expense was recorded in the six months ended March 31, 2023.

Effective December 23, 2021, the pension cost for Spire Missouri’s western territory (“Missouri West”) included in customer rates was reduced from $5.5 to $4.4 per year, the pension cost included in Spire Missouri’s eastern territory (“Missouri East”) customer rates was increased from $29.0 to $32.4 per year. Subsequently, on December 26, 2022, the amount in Missouri East was lowered to $29.9. The difference between these amounts and pension expense as calculated pursuant to the above and that otherwise would be included in the statements of income and statements of comprehensive income is deferred as a regulatory asset or regulatory liability.

Also effective December 23, 2021, Missouri East prepaid pension assets and other postretirement benefits that were previously being included in rates at $21.6 per year for eight years were reduced to $11.0 per year, with the amortization period being reset for another eight years. Missouri West net liability for pension and other postretirement benefits that were previously reducing rates by $3.3 per year for eight years were reduced to a $1.1 reduction in rates per year, with the amortization period being reset for another eight years. Subsequently, on December 26, 2022, Missouri East amortization was lowered to $6.9 and Missouri West to a reduction of $0.8.

The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal ~~2018~~2024 contributions to Spire Missouri’s pension plans through ~~December~~March 31, ~~2017,~~2024 were ~~$6.5~~ $5.0 to the qualified trusts and none to non-qualified plans. ~~There were no fiscal 2018~~Fiscal 2024 contributions to the Spire Alabama pension plans through ~~December~~March 31, ~~2017.~~

~~Contributions~~2024 were $5.4. Contributions totaling $16.6 to the ~~Missouri Utilities’~~qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal 2024. Contributions to Spire Alabama’s pension plans for the remainder of fiscal ~~2018~~2024 are anticipated to be ~~$29.4 to the qualified trusts and $0.5 to the non-qualified plans. No contributions to Spire Alabama’s pension plans are expected to be required for the remainder of fiscal 2018.~~

34

~~Table of Contents~~

$11.0.

Other Postretirement Benefits

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

37

~~Net~~

Table of Contents

The net periodic postretirement benefit ~~costs consisted of~~cost includes components shown in the following ~~components:~~

Three Months Ended December 31,
2017 2016
Spire
Service cost – benefits earned during the period $ 2.3
$ 2.8
Interest cost on accumulated postretirement benefit obligation 2.2
2.1
Expected return on plan assets (3.5 ) (3.4 )
Amortization of actuarial loss 0.2
0.6
Subtotal 1.2
2.1
Regulatory adjustment 0.1
(0.8 )
Net postretirement benefit cost $ 1.3
$ 1.3

Spire Missouri
Service cost – benefits earned during the period $ 2.2
$ 2.6
Interest cost on accumulated postretirement benefit obligation 1.8
1.7
Expected return on plan assets (2.4 ) (2.3 )
Amortization of prior service cost 0.1
0.1
Amortization of actuarial loss 0.2
0.6
Subtotal 1.9
2.7
Regulatory adjustment 0.5
(0.4 )
Net postretirement benefit cost $ 2.4
$ 2.3

Spire Alabama
Service cost – benefits earned during the period $ —
$ 0.1
Interest cost on accumulated postretirement benefit obligation 0.4
0.4
Expected return on plan assets (1.0 ) (1.1 )
Amortization of prior service credit (0.1 ) (0.1 )
Subtotal (0.7 ) (0.7 )
Regulatory adjustment (0.4 ) (0.4 )
Net postretirement benefit income $ (1.1 ) $ (1.1 )

tables. The components other than the service costs and regulatory adjustment are presented in “Other Income, Net” in the income statement, except in the event Spire Alabama incurs losses on lump-sum settlements. Any such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”

	*Three Months Ended March 31,*						*Six Months Ended March 31,*
	*2024*			*2023*			*2024*			*2023*
Spire
Service cost – benefits earned during the period	$	1.0		$	1.2		$	2.1		$	2.4
Interest cost on accumulated postretirement benefit obligation		2.4			2.2			4.5			4.3
Expected return on plan assets		(4.2	)		(3.9	)		(8.2	)		(7.8	)
Amortization of prior service cost		0.1			—			0.2			0.1
Amortization of actuarial gain		(1.1	)		(1.1	)		(2.1	)		(2.1	)
Subtotal		(1.8	)		(1.6	)		(3.5	)		(3.1	)
Regulatory adjustment		0.3			0.2			0.5			0.3
Net postretirement benefit income	$	(1.5	)	$	(1.4	)	$	(3.0	)	$	(2.8	)

Spire Missouri
Service cost – benefits earned during the period	$	0.9		$	1.0		$	1.8		$	2.0
Interest cost on accumulated postretirement benefit obligation		1.7			1.7			3.3			3.3
Expected return on plan assets		(2.7	)		(2.7	)		(5.4	)		(5.3	)
Amortization of prior service cost		0.1			0.1			0.3			0.3
Amortization of actuarial gain		(0.9	)		(0.8	)		(1.8	)		(1.6	)
Subtotal		(0.9	)		(0.7	)		(1.8	)		(1.3	)
Regulatory adjustment		0.7			0.7			1.3			1.3
Net postretirement benefit income	$	(0.2	)	$	—		$	(0.5	)	$	—

Spire Alabama
Service cost – benefits earned during the period	$	0.1		$	0.1		$	0.3		$	0.3
Interest cost on accumulated postretirement benefit obligation		0.6			0.5			1.1			0.9
Expected return on plan assets		(1.3	)		(1.3	)		(2.6	)		(2.5	)
Amortization of prior service credit		—			(0.1	)		(0.1	)		(0.2	)
Amortization of actuarial gain		(0.1	)		(0.2	)		(0.1	)		(0.3	)
Subtotal		(0.7	)		(1.0	)		(1.4	)		(1.8	)
Regulatory adjustment		(0.5	)		(0.4	)		(0.9	)		(0.9	)
Net postretirement benefit income	$	(1.2	)	$	(1.4	)	$	(2.3	)	$	(2.7	)

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

Effective December 23, 2021, the $8.6 allowance for recovery in rates for Spire Missouri’s postretirement benefit plans was discontinued. The difference between no recovery in rates and pension expense as calculated pursuant to the above and that otherwise would be included in the statements of income and statements of comprehensive income is deferred as a regulatory asset or regulatory liability. Effective with the resolution of the 2022 Missouri rate case in December 2022, net liabilities for postretirement benefits will reduce rates $0.9 and $0.1 per year for Missouri East and Missouri West, respectively.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been no contributions to the postretirement plans through ~~December~~March 31, ~~2017,~~2024 for ~~the~~Spire Missouri Utilities. Contributions to the postretirement plans for the remainder of fiscal year 2018 are anticipated to be $6.9 to the qualified trusts and $0.8 paid directly to participants from the Missouri Utilities’ funds. Foror Spire Alabama, ~~there were no contributions to the postretirement plans during the first three months of fiscal 2018,~~ and none are expected to be required for the remainder of the fiscal year.

35

38

Table of Contents

9.

10. INFORMATION BY OPERATING SEGMENT

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

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

The Midstream segment includes Spire Storage, Spire STL Pipeline ~~LLC, a subsidiary~~and Spire MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of ~~Spire planning construction and operation~~natural gas. Other components of ~~a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri; and~~

the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a propane pipeline ~~compression and storage of natural gas,~~ and risk management, among other ~~activities.~~

activities, and unallocated corporate items, including certain debt and associated interest costs.

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

Marketing.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the after-tax impacts of ~~net unrealized gains~~fair value accounting and ~~losses and other~~ timing ~~differences~~adjustments associated with energy-related transactions, ~~and excludes~~ the ~~after-tax~~ impacts ~~related to~~of acquisition, divestiture and restructuring ~~activities. Net economic earnings also exclude~~activities, and the largely non-cash ~~impact~~impacts of ~~the recently enacted federal Tax Cuts~~impairments and ~~Jobs Act, including related amounts that may be subject to~~other non-recurring or unusual items such as certain regulatory, ~~treatment~~.

legislative, or GAAP standard-setting actions.

	*Gas Utility*		*Gas Marketing*		*Midstream*		*Other*			*Eliminations*			*Consolidated*
Three Months Ended March 31, 2024
Revenues from external customers	$	1,072.4	$	46.0	$	10.0	$	0.1		$	—		$	1,128.5
Intersegment revenues		0.3		—		11.5		4.0			(15.8	)		—
Total Operating Revenues		1,072.7		46.0		21.5		4.1			(15.8	)		1,128.5
Depreciation and amortization expense		65.4		0.4		3.0		0.1			—			68.9
Interest expense		38.3		—		2.0		22.3			(10.4	)		52.2
Income tax expense (benefit)		41.7		7.6		1.5		(1.4	)		—			49.4
Net economic earnings (loss)		188.0		15.5		3.8		(10.7	)		—			196.6
Capital expenditures		137.3		—		46.0		—			(0.5	)		182.8

	*Gas Utility*		*Gas Marketing*		*Midstream*		*Other*			*Eliminations*			*Consolidated*
Three Months Ended March 31, 2023
Revenues from external customers	$	1,054.4	$	60.6	$	8.2	$	0.2		$	—		$	1,123.4
Intersegment revenues		0.1		—		8.3		3.9			(12.3	)		—
Total Operating Revenues		1,054.5		60.6		16.5		4.1			(12.3	)		1,123.4
Depreciation and amortization expense		60.2		0.4		2.0		—			—			62.6
Interest expense		35.5		—		1.9		17.0			(7.2	)		47.2
Income tax expense (benefit)		38.9		0.8		1.5		(0.3	)		—			40.9
Net economic earnings (loss)		183.9		21.8		4.2		(10.7	)		—			199.2
Capital expenditures		143.7		—		9.3		—			—			153.0

39

Gas Utility Gas Marketing Other Eliminations Consolidated
Three Months Ended December 31, 2017
Operating Revenues:
Revenues from external customers $ 541.9
$ 19.6
$ 0.3
$ —
$ 561.8
Intersegment revenues 0.1
—
2.5
(2.6 ) —
Total Operating Revenues 542.0
19.6
2.8
(2.6 ) 561.8
Operating Expenses:
Gas Utility
Natural and propane gas 263.4
—
—
(22.6 ) 240.8
Operation and maintenance 99.8
—
—
(1.9 ) 97.9
Depreciation and amortization 40.3
—
—
—
40.3
Taxes, other than income taxes 36.7
—
—
—
36.7
Total Gas Utility Operating Expenses 440.2
—
—
(24.5 ) 415.7
Gas Marketing and Other —
14.6
4.5
21.9
41.0
Total Operating Expenses 440.2
14.6
4.5
(2.6 ) 456.7
Operating Income (Loss) $ 101.8
$ 5.0
$ (1.7 ) $ —
$ 105.1
Net Economic Earnings (Loss) $ 59.5
$ 3.6
$ (5.2 ) $ —
$ 57.9

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Gas Utility Gas Marketing Other Eliminations Consolidated
Three Months Ended December 31, 2016
Operating Revenues:
Revenues from external customers $ 472.3
$ 21.7
$ 1.1
$ —
$ 495.1
Intersegment revenues 4.4
—
0.7
(5.1 ) —
Total Operating Revenues 476.7
21.7
1.8
(5.1 ) 495.1
Operating Expenses:
Gas Utility
Natural and propane gas 214.5
—
—
(20.7 ) 193.8
Operation and maintenance 100.5
—
—
(1.1 ) 99.4
Depreciation and amortization 37.7
—
—
—
37.7
Taxes, other than income taxes 33.4
—
—
—
33.4
Total Gas Utility Operating Expenses 386.1
—
—
(21.8 ) 364.3
Gas Marketing and Other —
23.0
2.0
16.7
41.7
Total Operating Expenses 386.1
23.0
2.0
(5.1 ) 406.0
Operating Income (Loss) $ 90.6
$ (1.3 ) $ (0.2 ) $ —
$ 89.1
Net Economic Earnings (Loss) $ 51.8
$ 1.4
$ (5.7 ) $ —
$ 47.5

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

December 31, September 30, December 31,
2017 2017 2016
Total Assets:
Gas Utility $ 5,611.7
$ 5,551.2
$ 5,375.6
Gas Marketing 233.5
246.2
225.0
Other 2,427.7
2,239.5
1,848.7
Eliminations (1,571.8 ) (1,490.2 ) (1,139.2 )
Total Assets $ 6,701.1
$ 6,546.7
$ 6,310.1

	*Gas Utility*		*Gas Marketing*		*Midstream*		*Other*			*Eliminations*			*Consolidated*
Six Months Ended March 31, 2024
Revenues from external customers	$	1,787.6	$	82.3	$	15.0	$	0.2		$	—		$	1,885.1
Intersegment revenues		0.3		—		21.4		8.0			(29.7	)		—
Total Operating Revenues		1,787.9		82.3		36.4		8.2			(29.7	)		1,885.1
Depreciation and amortization		129.6		0.8		5.3		0.2			—			135.9
Interest Expense		77.3		—		3.8		46.3			(24.6	)		102.8
Income tax expense (benefit)		57.4		11.4		2.1		(0.5	)		—			70.4
Net Economic Earnings (Loss)		263.8		22.7		6.2		(13.4	)		—			279.3
Capital expenditures		312.2		—		98.0		—			(0.9	)		409.3

	*Gas Utility*		*Gas Marketing*		*Midstream*		*Other*			*Eliminations*			*Consolidated*
Six Months Ended March 31, 2023
Revenues from external customers	$	1,787.4	$	134.7	$	15.0	$	0.3		$	—		$	1,937.4
Intersegment revenues		0.1		—		16.7		7.8			(24.6	)		—
Total Operating Revenues		1,787.5		134.7		31.7		8.1			(24.6	)		1,937.4
Depreciation and amortization		119.9		0.7		3.9		0.2			—			124.7
Interest Expense		67.6		—		3.8		36.5			(17.1	)		90.8
Income tax expense (benefit)		51.3		11.3		2.9		(3.0	)		—			62.5
Net Economic Earnings (Loss)		246.8		47.5		8.0		(18.0	)		—			284.3
Capital expenditures		290.0		0.2		17.0		0.6			—			307.8

The following table reconciles the Company’s net economic earnings (loss) to net ~~income.~~

income (loss).

	*Three Months Ended March 31,*						*Six Months Ended March 31,*
	*2024*			*2023*			*2024*			*2023*
Net Income	$	204.3		$	179.2		$	289.4		$	270.2
Adjustments, pre-tax:
Fair value and timing adjustments		(10.2	)		26.6			(15.4	)		18.8
Acquisition activities		—			—			1.9			—
Income tax adjustments		2.5			(6.6	)		3.4			(4.7	)
Net Economic Earnings	$	196.6		$	199.2		$	279.3		$	284.3

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

	*March 31,*			*September 30,*			*March 31,*
	*2024*			*2023*			*2023*
Total Assets:
Gas Utility	$	8,646.3		$	8,486.7		$	8,317.6
Gas Marketing		191.4			332.0			335.0
Midstream		845.2			574.3			506.2
Other		2,467.2			2,533.3			1,959.1
Eliminations		(1,438.7	)		(1,612.7	)		(1,068.9	)
Total Assets	$	10,711.4		$	10,313.6		$	10,049.0

40

Three Months Ended December 31,
2017 2016
Net Income $ 116.0
$ 45.2
Adjustments, pre-tax:
Unrealized loss on energy-related derivative contracts 0.8
3.8
Lower of cost or market inventory adjustments —
(0.1 )
Realized gain on economic hedges prior to sale of the physical commodity (0.1 ) (0.1 )
Acquisition, divestiture and restructuring activities 1.7
0.1
Income tax effect of adjustments (0.6 ) (1.4 )
Effects of the Tax Cuts and Jobs Act (59.9 ) —
Net Economic Earnings $ 57.9
$ 47.5

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~~10.~~

11. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through ~~2031,~~calendar 2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at ~~December~~March 31, ~~2017,~~2024, are estimated at ~~$1,121.2, $483.8,~~$2,107.5, $1,553.2, and ~~$263.4~~$383.9 for the Company, Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.

A consolidated subsidiary of Spire is a limited partner in Inter-Atlantic Energy Capital Ventures, L.P., an unconsolidated partnership focusing on sustainability initiatives largely tied to the natural gas utility sector. Spire committed to contribute a total of $10.0 of capital to the partnership as and when requested by the general partner. As of March 31, 2024, the remaining unfunded commitment was $4.6.

Contingencies

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

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

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

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

~~Spire~~

~~On June 14, 2017,~~

To date, costs incurred for all Spire ~~filed a lawsuit against Cellular South, Inc. d/b/a C-Spire in federal district court~~MGP sites for investigation, remediation and monitoring have not been material. However, the ~~Southern District~~amount of ~~Alabama, Civil Action 17-00266-KD-N, seeking a declaratory order that Spire’s SPIRE trademarks do not infringe upon Cellular South’s C-SPIRE trademarks,~~costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire ~~is entitled~~Missouri and Spire Alabama may incur could be materially higher or lower depending upon several factors, including whether remediation will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to ~~federal registration~~pay, and any insurance recoveries.

In 2020, Spire retained an outside consultant to conduct probabilistic cost modeling of its ~~trademarks. In prior proceedings before~~former MGP sites in Missouri and Alabama. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each of their MGP sites. That analysis, completed in March 2021, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate the ~~United States Patent~~former MGP sites. Spire Missouri and ~~Trademark Office, Cellular South filed oppositions~~Spire Alabama have recorded their best estimates of the probable expenditures that relate to ~~Spire’s attempts to register the SPIRE name, the SPIRE logo~~these matters. The amount remains immaterial, and Spire Missouri, Spire Alabama and the SPIRE LOGO + HANDSHAKE trademarks. In answer to Spire’s lawsuit, Cellular South filed counterclaims alleging infringement and unfair business practices, and seeking a declaration of infringement and that SPIRE marks are not registrable by Spire. On September 11, 2017, a federal district court judge denied Cellular South’s motion for a temporary restraining order and an injunction that would have prohibited Spire from using the SPIRE trademarks in Alabama and Mississippi. After consultation with counsel, the Company ~~does~~ do not ~~believe that the final resolution of this matter will have a material impact on the Company’s financial condition or results of operations.~~

Since April 2012, a total of 14 lawsuits encompassing more than 1,600 plaintiffs have been filed against Spire Gulf in Mobile County Circuit Court alleging that in the first half of 2008, Spire Gulf spilled tert-butyl mercaptan, an odorant added to natural gas for safety reasons, in Eight Mile, Alabama. All of the lawsuits have been substantially settled, with the exception of 31 individuals who rejected their settlement offers and whose claims remain pending. Those remaining claims allege nuisance, fraud and negligence causes of actions, and seek unspecified compensatory and punitive damages. A claim has been made against the insurance carriers requesting reimbursement for costs accrued in respect to this spill, and a related receivable has been recorded. The Company does not expect potential liabilities that may arise from remediating these ~~lawsuits~~sites to have a material impact on ~~its~~their future financial condition or results of operations.

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Spire Missouri

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

.

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

~~Spire Missouri has not owned~~parcels. Remediation is ongoing on the ~~second site for many years.~~ last parcel.

In a letter dated June 29,2011, the Attorney General for the State of Missouri informed Spire Missouri that the ~~MDNR~~MoDNR had completed an investigation of the ~~site.~~second site, Station A. The Attorney General requested that Spire Missouri participate in the follow up investigations of the site. In a letter dated January 10, 2012, Spire Missouri stated that it would participate in future environmental response activities at the site in conjunction with other ~~PRPs that are willing to contribute to such efforts in a meaningful and equitable fashion.~~PRPs. Accordingly, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. ~~Pending MDNR approval, which has not occurred to date,~~MoDNR never approved the agreement, so no remedial investigation took place. Recently, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the Station A site ~~will begin.~~

and developing the same for industrial purposes. Consequently, Spire Missouri is now in discussions with the developer, other PRPs and MoDNR to develop a new remedial investigation plan for the site.

Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section ~~107(a)~~107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site, ~~in the northern portion of the City on which Spire Missouri operated a MGP. Spire Missouri has not owned or operated the site (also known as~~ Station ~~“B”) for over 70 years.~~B. Spire Missouri and the site owner ~~have met with~~notified the EPA ~~and reviewed its assertions. Both Spire Missouri and the site owner have notified EPA~~ that ~~the~~ information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, in March 2017 Spire Missouri ~~is requesting~~requested more information from the ~~EPA, some of which will also be utilized to identify other former owners and operators of the site that could be added as PRPs. To date,~~EPA. Spire Missouri ~~has not~~never received a response from the EPA.

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

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

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

area.

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

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

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

Spire Alabama

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama that resulted in one fatality, personal injuries and property damage. Spire Alabama cooperated with the National Transportation Safety Board (NTSB) which investigated the incident. The NTSB report of findings was issued on March 30, 2016 and no safety recommendations, fines, or penalties were contained therein. Spire Alabama has been named as a defendant in several lawsuits arising from the incident, some of which remain pending.

Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. ~~Spire Alabama does not foresee~~All are located in the state of Alabama.

In 2011, a ~~probable or reasonably estimable loss associated with these sites.~~removal action was completed and an NFA letter was received at the Huntsville MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Spire Alabama and the ~~Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.~~

current site owner.

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

Assessments were performed by the EPA of the former MGP sites in Gadsden and Anniston, and NFA letters were received after each assessment.

Spire

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

Spire Marketing, along with many natural gas industry participants, faced the unprecedented effects of Winter Storm Uri in February 2021. Numerous natural gas producers and midstream operators were unable to deliver natural gas to market as they experienced wellhead freeze-offs, power outages and equipment failure due to the extreme weather. These events resulted in supply curtailments, and related notices of force majeure to excuse performance, from and to certain counterparties. Further, these events have made Spire Marketing subject to various commercial disputes (including regarding force majeure). As such, Spire Marketing has recorded an estimate of potential liabilities for damages based on communications with counterparties and the facts and circumstances surrounding each transaction. These estimates are adjusted as new facts emerge or settlement agreements are reached.

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Table of Contents

~~11. INCOME TAXES~~

~~The Tax Cuts~~

Item 2. Management’s Discussion and ~~Jobs Act (the TCJA) was signed into law on December 22, 2017, with an effective date~~Analysis of ~~January 1, 2018, for substantially all~~Financial Condition and Results of the provisions. This comprehensive act includes significant reform of the current income tax code including changes in the calculation for business entities and a reduction in the corporate federal income tax rate from 35% to 21%. The specific provisions related to regulated public utilities in the TCJA generally allow for the continued deductibility of interest expense, the elimination of full expensing for tax purposes of certain property acquired after September 27, 2017, and the continuation of certain rate normalization requirements for accelerated depreciation benefits.

~~ASC Topic 740,~~ ~~Income Taxes~~ requires that the effects of changes in tax laws be recognized in the period in which the new law is enacted, or the quarter ended December 31, 2017. It also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. For the Company’s regulated entities, the changes in deferred taxes related to the regulated operations are recorded as either an offset to or creation of a regulatory asset or liability and may be subject to refund to customers in future periods. The changes in deferred taxes that are not associated with rate making (including all changes for the Company’s unregulated operations) are recorded as adjustments to deferred tax expense.

The Company has recorded TCJA impacts and reflected those amounts in the December 31, 2017, financial statements. The amounts recorded are based on information known and reasonable estimates used as of the end of the quarter ended December 31, 2017, but are subject to change based on a number of factors, including further actions of regulators, the Company filing its tax returns for the year ended September 30, 2017, and completion of the Company’s interim and annual financial statements for the year ending September 30, 2018. The items recorded include the impact of the federal income tax rate reduction and the revaluation of the deferred tax assets and liabilities. The amounts recorded, which had no impact on cash flows for the quarter ended December 31, 2017, are presented in the table below.

Spire Spire Missouri Spire Alabama
Adjustment to deferred tax assets $ —
$ —
$ (60.8 )
Adjustment to deferred tax liabilities (296.6 ) (264.1 ) —

Adjustment to deferred income tax expense (59.9 ) (43.9 ) 59.2

Adjustment to regulatory assets (59.4 ) (61.0 ) 1.6
Adjustment to regulatory liabilities 177.3
159.2
—

~~As indicated in Note 1, the Company’s regulated operations accounting for income taxes is impacted by ASC 980,~~ ~~Regulated~~ Operations. Reductions in deferred income tax balances due to the reduction in the corporate income tax rate will result in amounts previously collected from utility customers for these deferred taxes to be refundable to such customers, generally through reductions in future rates. The TCJA includes provisions that stipulate how these excess deferred taxes are to be passed back to customers for certain accelerated tax depreciation benefits. Potential refunds of other deferred taxes will be determined by state regulators. The Company is also addressing with state regulators the reduction of the corporate income tax rate in the current rates being charged to utility customers. The decrease in tax rate will result in an over-collection of income taxes from January 1, 2018, until the rates are reset. The Company anticipates recording an adjustment to future rates to account for this matter.

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

(Dollars in millions, except per share amounts)

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

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

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

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

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

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

~~The recent acquisitions may not achieve their intended results, including anticipated cost savings;~~

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

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

▪~~allowed rates of return,~~

▪~~incentive regulation,~~

▪~~industry structure,~~

▪~~purchased gas adjustment provisions,~~

▪~~rate design structure and implementation,~~

▪~~regulatory assets,~~

▪~~non-regulated and affiliate transactions,~~

▪~~franchise renewals,~~

•

Weather conditions and catastrophic events, particularly severe weather in U.S. natural gas producing areas;

▪

•

Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments, and the impact on our competitive position in relation to suppliers of alternative heating sources, such as electricity;

•

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

•

Acquisitions may not achieve their intended results;

•

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

▪

allowed rates of return and recovery of prudent costs,

▪

incentive regulation,

▪

industry structure,

▪

purchased gas adjustment provisions,

▪

rate design structure and implementation,

▪

capital structures established for rate-setting purposes,

▪

regulatory assets,

▪

non-regulated and affiliate transactions,

▪

franchise renewals,

▪

authorization to operate facilities,

▪

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

▪

taxes,

▪~~taxes,~~

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

▪~~accounting standards;~~

•~~The results of litigation;~~

The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;

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

~~Our ability to comply with all covenants in our indentures and credit facilities any violations of which, if not cured in a timely manner, could trigger a default of our obligation;~~

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

~~Discovery of material weakness in internal controls; and~~

▪

pension and other postretirement benefit liabilities and funding obligations, or

▪

accounting standards;

•

The results of litigation;

•

The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;

•

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

42

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

•

Our ability to comply with all covenants in our indentures and credit facilities, any violations of which, if not cured in a timely manner, could trigger a default of our obligation;

•

Energy commodity market conditions;

•

Discovery of material weakness in internal controls;

•

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

•

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

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

~~RESULTS OF OPERATIONS~~

~~Overview~~

OVERVIEW

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

Gas Utility -– Spire Missouri

Spire Missouri is Missouri’s largest natural gas distribution utility and is regulated by the ~~Missouri Public Service Commission (MoPSC).~~MoPSC. Spire Missouri serves St. Louis, ~~and eastern Missouri through Spire Missouri East and serves~~ Kansas City, and ~~western Missouri through~~other areas throughout the state. Spire Missouri ~~West.~~purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to ~~retail~~ customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy. ~~The rate design for each service territory serves to lessen the impact of weather volatility on its customers during cold winters and stabilize Spire Missouri’s earnings.~~

Gas Utility -– Spire Alabama

Spire Alabama is the largest natural gas distribution utility in the state of ~~Alabama.~~Alabama and is regulated by the APSC. Spire Alabama’s service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama ~~is regulated by the Alabama Public Service Commission (APSC). Spire Alabama~~ purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers, and other ~~end-users~~end users of natural gas. Spire Alabama also ~~provides transportation services to large industrial and commercial customers located on~~transports gas through its distribution ~~system. These~~system for certain large commercial and industrial customers for a transportation fee. Effective December 1, 2020, for most of these transportation service customers, ~~using~~ Spire Alabama ~~as their agent or acting~~also purchases gas on ~~their own, purchase gas directly from marketers or suppliers and arrange~~the wholesale market for sale to the customer upon delivery ~~of the gas into~~to the Spire Alabama distribution system. All Spire Alabama ~~charges a fee~~services are provided to ~~transport such customer-owned~~customers at rates and in accordance with tariffs authorized by the APSC.

Gas Utility – Spire EnergySouth

Spire Gulf and Spire Mississippi are utilities engaged in the purchase, retail distribution and sale of natural gas ~~through its distribution system~~ to approximately 100,000 customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the ~~customers’ facilities.~~APSC, and Spire Mississippi is regulated by the MSPSC.

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Gas Marketing

Spire Marketing ~~Inc. (Spire Marketing)~~ is engaged in the marketing of natural gas and related activities on a non-regulated basis and is reported in the Gas Marketing segment. Spire Marketing markets natural gas to customers across the ~~country with~~U.S. (and into Canada), including customers inside and outside of the ~~core of its footprint located in and around the central United States (US).~~Utilities’ service areas. It holds firm transportation and storage contracts in order to effectively manage its ~~customer base,~~transactions with counterparties, which ~~consists of~~primarily include producers, ~~pipelines, power generators, storage operators,~~ municipalities, electric and gas utility companies, and large commercial and industrial customers.

~~Other~~

~~In addition to the Gas Utility and Gas Marketing segments, other non-utility activities~~

Midstream

Spire’s midstream operations consist of ~~the Company include:~~

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

Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”), Spire STL Pipeline LLC (“Spire STL Pipeline”), Spire MoGas Pipeline. Spire STL Pipeline owns and operates a FERC-regulated 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Louis County, Missouri, including Spire Missouri’s storage facility, and its operating revenue is derived primarily from Spire Missouri as its foundation shipper. Spire MoGas Pipeline (or simply “MoGas”), a 263-mile FERC-regulated natural gas pipeline and a connected 75-mile gas distribution system in Missouri, was acquired by Spire Midstream LLC, a subsidiary of Spire, ~~planning construction and operation~~on January 19, 2024. Spire Storage is engaged in the storage of ~~a proposed 65-mile Federal Energy Regulatory Commission (FERC) regulated pipeline to deliver~~ natural gas ~~into eastern Missouri;~~in both the western and

midcontinent regions of the United States. Spire Storage West, located in Wyoming, consists of two storage fields operating under one FERC market-based rate tariff, while Spire Storage Salt Plains, acquired on April 1, 2023 and located in Oklahoma, operates under intrastate jurisdiction with authorizations from FERC under Section 311 of the Natural Gas Policy Act to provide certain interstate storage, transportation, and hub services.

Other

Other components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a propane pipeline ~~compression and storage of natural gas,~~ and risk management, among other ~~activities.~~

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~~EARNINGS~~

activities, and unallocated corporate items, including certain debt and associated interest costs.

NON-GAAP MEASURES

Net income, earnings per share and operating income reported by Spire, Spire Missouri and Spire Alabama isare determined in accordance with ~~GAAP. Management~~accounting principles generally accepted in the United States of America (GAAP). Spire, Spire Missouri and Spire Alabama also ~~uses~~provide the non-GAAP financial measures of net economic earnings, net economic earnings per share and contribution ~~margin when internally evaluating~~margin. Management and ~~reporting~~the Board of Directors use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results ~~of operations.~~across accounting periods, for financial and operational decision making, for planning and forecasting, to determine incentive compensation and to evaluate financial performance. These non-GAAP operating metrics should not be considered as alternatives to, or more meaningful than, the related GAAP ~~measures such as net income, earnings per share and operating income.~~measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided 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, as applicable, the ~~after-tax~~ impacts of fair value accounting and timing adjustments associated with energy-related transactions, ~~as well as~~the impacts of acquisition, divestiture and restructuring ~~activities. These non-GAAP measures also exclude~~activities, the largely non-cash impacts of impairments, and other non-recurring or unusual items such as certain regulatory, legislative or GAAP standard-setting actions. In addition, net economic earnings per share would exclude the impact, in the fiscal year of ~~the recently enacted federal Tax Cuts and Jobs Act, including related amounts~~issuance, of any shares issued to finance such activities that ~~may~~have yet to be ~~subject to regulatory treatment~~.included in net economic earnings.

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

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

•

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 net realizable value of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and

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.~~

•

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

These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until being replaced with the actual gains or losses realized when the associated physical transactions occur. While management uses these non-GAAP measures to evaluate both the Utilities and non-utility businesses, the net effect of adjustments on the Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.

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,~~While management ~~excludes~~uses these non-GAAP measures to evaluate all of its businesses, the ~~impact related to certain acquisition, divestiture,~~net effect of these fair value and restructuring activities when evaluating on-going performance, and therefore excludes these impacts from net economic earnings. Similarly, net economic earnings per share excludes the impact, in the year of issuance, of shares issued to finance acquisitions. 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, Spire Missouri’s and Spire Alabama’s performance as well as determining performance under the Company’s, Spire Missouri’s and Spire Alabama’s incentive compensation plans. Further, the Company believes this better enables an investor to view the Company’s, Spire Missouri’s and Spire Alabama’s performance in that period on a basis that would be comparable to prior periods.

~~Reconciliations of net economic earnings and net economic earnings per share to the Company’s most directly comparable GAAP measures are provided~~timing adjustments on the ~~following pages.~~

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~~Non-GAAP Measure -~~ Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.

Contribution Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. Contribution margin is defined as operating revenues less natural gas costs and gross receipts tax expense. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC or MSPSC) increases and decreases in the wholesale cost of natural gas in accordance with their PGA clauses or GSA ~~rider.~~riders. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues, ~~has~~have no direct effect on operating income. Contribution margin is defined as operating revenues less natural and propane gas costs and gross receipts tax expense. As these items are reflected in both operating revenue and operating expenses and management has little control over these amounts for the Utilities,Therefore, management believes that contribution margin is a useful supplemental ~~measure. In addition, it is management’s belief that contribution margin and~~measure, along with the remaining operating expenses, ~~that calculate operating income are useful in~~for assessing the Company’s and the Utilities’ ~~performance as management has more ability~~performance.

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EARNINGS – THREE MONTHS ENDED March 31, 2024

This section contains discussion and analysis of the results for the three months ended March 31, 2024 compared to ~~influence control over these revenues~~the results for the three months ended March 31, 2023, in total and ~~expenses.~~by registrant and segment.

Spire

Net Income and Net Economic Earnings

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

	Gas Utility			Gas Marketing			Midstream		Other			Total			Per Diluted Common Share**
Three Months Ended March 31, 2024
Net Income (Loss) [GAAP]	$	188.3		$	22.9		$	3.8	$	(10.7	)	$	204.3		$	3.58
Adjustments, pre-tax:
Fair value and timing adjustments		(0.4	)		(9.8	)		—		—			(10.2	)		(0.17	)
Income tax adjustments*		0.1			2.4			—		—			2.5			0.04
Net Economic Earnings (Loss) [Non-GAAP]	$	188.0		$	15.5		$	3.8	$	(10.7	)	$	196.6		$	3.45

Three Months Ended March 31, 2023
Net Income (Loss) [GAAP]	$	183.5		$	2.2		$	4.2	$	(10.7	)	$	179.2		$	3.33
Adjustments, pre-tax:
Fair value and timing adjustments		0.5			26.1			—		—			26.6			0.50
Income tax adjustments*		(0.1	)		(6.5	)		—		—			(6.6	)		(0.13	)
Net Economic Earnings (Loss) [Non-GAAP]	$	183.9		$	21.8		$	4.2	$	(10.7	)	$	199.2		$	3.70

* Income tax adjustments include amounts 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, which includes reductions for cumulative preferred dividends and participating shares.

Gas Utility Gas Marketing Other Total Per Diluted Share**
Three Months Ended December 31, 2017
Net Income (GAAP) $ 45.2
$ 3.5
$ 67.3
$ 116.0
$ 2.39
Adjustments, pre-tax:
Unrealized loss on energy-related derivatives —
0.8
—
0.8
0.02

Realized gain on economic hedges prior
to the sale of the physical commodity
—
(0.1 ) —
(0.1 ) —
Acquisition, divestiture and restructuring activities —
—
1.7
1.7
0.04
Income tax effect of pre-tax adjustments* —
(0.2 ) (0.4 ) (0.6 ) (0.02 )
Effects of the Tax Cuts and Jobs Act 14.3
(0.4 ) (73.8 ) (59.9 ) (1.24 )
Net Economic Earnings (Loss) (Non-GAAP)** $ 59.5
$ 3.6
$ (5.2 ) $ 57.9
$ 1.19

Three Months Ended December 31, 2016
Net Income (Loss) (GAAP) $ 51.7
$ (0.8 ) $ (5.7 ) $ 45.2
$ 0.99
Adjustments, pre-tax:
Unrealized loss on energy-related derivatives —
3.8
—
3.8
0.08
Lower of cost or market inventory adjustments —
(0.1 ) —
(0.1 ) —

Realized gain on economic hedges prior
to the sale of the physical commodity
—
(0.1 ) —
(0.1 ) —
Acquisition, divestiture and restructuring activities 0.1
—
—
0.1
—
Income tax effect of pre-tax adjustments* —
(1.4 ) —
(1.4 ) (0.03 )
Net Economic Earnings (Loss) (Non-GAAP)** $ 51.8
$ 1.4
$ (5.7 ) $ 47.5
$ 1.04


*	~~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 EPS calculation.~~

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~~Consolidated~~

Spire’s net income was $116.0 for the three months ended December 31, 2017, compared with $45.2 for the three months ended December 31, 2016. Basic and diluted earnings per share for the three months ended December 31, 2017, were $2.40 and $2.39, respectively, compared with basic and diluted earnings per share of $0.99, for the three months ended December 31, 2016. Net income increased $70.8, driven primarily by the $59.9 benefit resulting from the passage of the federal Tax Cuts and Jobs Act (the TCJA) in December 2017, which is further described in Note 11 to the Financial Statements in Item 1. Excluding this impact, net income reflects the impact of the return to near-normal weather patterns in the current year which benefited both the Gas Utility and Gas Marketing segments, partly offset by higher Other expenses. Spire’s net economic earnings were $57.9 ($1.19 per diluted share) for the three months ended December 31, 2017, an increase of $10.4 from the $47.5 ($1.04 per diluted share) reported for the same period last year. The principal drivers of the increase in net economic earnings were consistent with the drivers of income above. These impacts are described in further detail below.

~~Gas Utility~~

For the three months ended December 31, 2017, net economic earnings for the Gas Utility segment increased $7.7 from the first quarter last year, with all the Utilities showing improvement. As detailed below, the increase was driven by higher contribution margin due to the return of near-normal weather patterns, and higher Infrastructure System Replacement Surcharge (ISRS) at the Missouri Utilities, partly offset by higher depreciation and amortization expenses resulting from the continued infrastructure investment at all the Utilities.

~~Gas Marketing~~

For the three months ended December 31, 2017, net economic earnings for the Gas Marketing segment increased $2.2 compared with the first quarter last year. The segment benefited from increased value from regional basis differentials and storage optimization in the current year quarter versus the prior-year quarter.

~~Operating Revenues and Expenses and Contribution Margin~~

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

	Gas Utility			Gas Marketing			Midstream		Other			Eliminations			Consolidated
Three Months Ended March 31, 2024
Operating Income (Loss) [GAAP]	$	261.8		$	30.0		$	7.4	$	(0.6	)	$	—		$	298.6
Operation and maintenance expenses		121.6			6.2			9.4		4.7			(4.1	)		137.8
Depreciation and amortization		65.4			0.4			3.0		0.1			—			68.9
Taxes, other than income taxes		80.7			0.5			1.1		(0.1	)		0.2			82.4
Less: Gross receipts tax expense		(59.9	)		(0.1	)		—		—			—			(60.0	)
Contribution Margin [Non-GAAP]		469.6			37.0			20.9		4.1			(3.9	)		527.7
Natural gas costs		543.2			8.9			0.6		—			(11.9	)		540.8
Gross receipts tax expense		59.9			0.1			—		—			—			60.0
Operating Revenues	$	1,072.7		$	46.0		$	21.5	$	4.1		$	(15.8	)	$	1,128.5

Three Months Ended March 31, 2023
Operating Income (Loss) [GAAP]	$	251.3		$	2.4		$	7.5	$	(0.9	)	$	—		$	260.3
Operation and maintenance expenses		119.3			5.7			6.2		4.9			(4.0	)		132.1
Depreciation and amortization		60.2			0.4			2.0		—			—			62.6
Taxes, other than income taxes		80.4			0.6			0.8		0.1			—			81.9
Less: Gross receipts tax expense		(60.0	)		(0.2	)		—		—			—			(60.2	)
Contribution Margin [Non-GAAP]		451.2			8.9			16.5		4.1			(4.0	)		476.7
Natural gas costs		543.3			51.5			—		—			(8.3	)		586.5
Gross receipts tax expense		60.0			0.2			—		—			—			60.2
Operating Revenues	$	1,054.5		$	60.6		$	16.5	$	4.1		$	(12.3	)	$	1,123.4

Gas Utility Gas Marketing Other Eliminations Consolidated
Three Months Ended December 31, 2017
Operating Income (Loss) $ 101.8
$ 5.0
$ (1.7 ) $ —
$ 105.1
Operation and maintenance expenses 99.8
1.6
4.3
(2.3 ) 103.4
Depreciation and amortization 40.3
—
0.1
—
40.4
Taxes, other than income taxes 36.7
—
—
—
36.7
Less: Gross receipts tax expense (23.1 ) —
—
—
(23.1 )
Contribution Margin (Non-GAAP) 255.5
6.6
2.7
(2.3 ) 262.5
Natural and propane gas costs 263.4
13.0
0.1
(0.3 ) 276.2
Gross receipts tax expense 23.1
—
—
—
23.1
Operating Revenues $ 542.0
$ 19.6
$ 2.8
$ (2.6 ) $ 561.8

Three Months Ended December 31, 2016

Operating Income (Loss) $ 90.6
$ (1.3 ) $ (0.2 ) $ —
$ 89.1
Operation and maintenance expenses 100.5
1.4
1.8
(1.2 ) 102.5
Depreciation and amortization 37.7
—
0.1
—
37.8
Taxes, other than income taxes 33.4
0.1
0.1
—
33.6
Less: Gross receipts tax expense (19.0 ) —
—
—
(19.0 )
Contribution Margin (Non-GAAP) 243.2
0.2
1.8
(1.2 ) 244.0
Natural and propane gas costs 214.5
21.5
—
(3.9 ) 232.1
Gross receipts tax expense 19.0
—
—
—
19.0
Operating Revenues $ 476.7
$ 21.7
$ 1.8
$ (5.1 ) $ 495.1

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~~Consolidated~~

~~As shown~~

Select variances for the quarter ended March 31, 2024 compared to the quarter ended March 31, 2023 are summarized in the following table above, Spire reported an operating revenue increase 0f $66.7 for the three months ended December 31, 2017, compared with the same period last year, with the Gas Utility segment being the primary driver. Spire’s contribution margin increased $18.5 compared with last year due to a $12.3 increase in the Gas Utility segment due to improvements at all Utilities and ~~a $6.4 increase from the Gas Marketing Segment.~~ discussed below.

	Gas		Gas						Other, Net of
Variances: Fiscal 2024 Versus Fiscal 2023	Utility		Marketing			Midstream			Eliminations			Consolidated
Net Income	$	4.8	$	20.7		$	(0.4	)	$	—		$	25.1
Net Economic Earnings [Non-GAAP]		4.1		(6.3	)		(0.4	)		—			(2.6	)
Operating Revenues		18.2		(14.6	)		5.0			(3.5	)		5.1
Contribution Margin [Non-GAAP]		18.4		28.1			4.4			0.1			51.0
Operation and Maintenance Expenses		2.3		0.5			3.2			(0.3	)		5.7
Interest Expense													5.0
Other Income													0.3
Income Tax													8.5

The increase in ~~Gas Marketing contribution margin was attributable to regional basis differentials~~interest expense reflects the increase in interest rates on both short-term and ~~higher storage optimization. Depreciation and amortization expenses~~long-term debt. Weighted-average short-term interest rates were up5.8% in the ~~Gas Utility segment, reflecting the higher overall capital investments across all utilities. Utilities operation and maintenance (O&M) expenses~~current-year quarter versus 5.0% in the ~~quarter were $0.7 lower than~~prior-year quarter.

Other income increased $0.3 versus the prior-year quarter as ~~lower expenses for~~favorable mark-to-market valuations on unqualified retirement and investment trusts more than offset declining inventory carrying cost credits at Spire ~~Missouri~~Missouri.

The increase in income taxes reflects the increase in pre-tax book income and ~~Spire EnergySouth~~mix.

Gas Utility

For the quarter ended March 31, 2024, Gas Utility net income was $4.8 higher than the corresponding prior-year period, reflecting strong financial performance of the Southeast Utilities, which more than offset the ~~modest increase experienced by~~$6.9 decrease at Spire ~~Alabama.~~Missouri. Net economic earnings in the current year were $4.1 higher than the prior year, which tracks the net income trend. These ~~fluctuations~~results are described in ~~more~~further detail below.

~~Gas Utility~~

~~Operating Revenues~~ – ~~Gas Utility operating revenues for the three months ended December 31, 2017, were $542.0, or $65.3 higher than the same period last year.~~

The increase in Gas Utility operating revenues was attributable to the following factors:

Missouri Utilities and Spire Alabama – Weather/volumetric usage $ 38.4
Missouri Utilities and Spire Alabama – Higher PGA/GSA gas cost recoveries 33.2
Missouri Utilities and Spire Alabama – Higher gross receipts taxes 3.5
Missouri Utilities – Higher ISRS 3.4
All other factors 3.6
Missouri Utilities – Off-system sales and capacity release (16.8 )
Total Variation $ 65.3

~~As shown above, the increase was primarily attributable to higher volumetric usage, which was a function~~

Spire Alabama – Per customer usage charge reset, combined with warm weather adjustment	$	38.6
Spire Missouri – Off-system sales and capacity release		7.8
Spire Alabama – RSE adjustments, net		6.4
Missouri Utilities – Infrastructure System Replacement Surcharge ("ISRS")		5.4
Spire Missouri and Spire Alabama – Lower PGA/GSA collections (gas cost recovery) due to volume		(33.0	)
Spire Missouri – Volumetric usage (net of weather mitigation)		(8.6	)
All other factors		1.6
Total Variation	$	18.2

The primary driver of the ~~return of near-normal weather patterns experienced across all~~current year increase in revenue was the ~~Utilities’ service areas. Across all~~$38.6 incremental impact of the ~~Utilities’ territories, temperatures were 1% warmer than normal this quarter versus 21% warmer than normal~~Spire Alabama customer charge reset, in ~~the comparable prior year period. The higher gas cost recoveries~~combination with off-system sales growth at ~~both~~ Spire Missouri, ~~and~~favorable RSE adjustments at Spire Alabama, ~~contributed $33.2 of the increase, while gross receipts taxes~~ and ~~Missouri~~higher current year ISRS ~~charges contributed $3.5 and $3.4, respectively, to the revenue growth.~~billings at Spire Missouri. These ~~positive~~favorable impacts were partly offset by ~~a $16.8 reduction~~the impacts of weather in ~~lower off-system sales~~Spire Missouri’s territory. Lower weather-driven volumes in Spire Missouri reduced gas cost recoveries by $28.6 and ~~capacity release at~~customer usage by $8.6 in the ~~Missouri Utilities.~~current-year quarter.

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~~Contribution Margin~~ –

Table of Contents

The year-over-year increase in Gas Utility contribution margin was ~~$255.5 for the three months ended December 31, 2017, a $12.3 increase over the same period last year. The net increase was~~ attributable to the following factors:

Utilities – Weather/volumetric usage $ 7.9
Missouri Utilities – Higher ISRS 3.4
Missouri Utilities – Customer growth 0.3
All other factors 0.7
Total Variation $ 12.3

~~As shown,~~

Spire Alabama – Per customer usage charge reset, combined with warm weather adjustment	$	10.3
Spire Alabama – RSE adjustments, net		6.4
Spire Missouri – ISRS		5.4
Spire EnergySouth		3.4
Spire Missouri – Volumetric usage (net of weather mitigation)		(8.6	)
All other factors		1.5
Total Variation	$	18.4

Contribution margin increased $18.4 versus the ~~increase in contribution~~prior-year quarter. Contribution margin ~~was primarily~~benefited from the $10.3 increase attributable to the ~~return~~implementation of near-normal weather patterns in the current year and the positive impacts of higher ISRS at the Missouri Utilities. The Missouri Utilities experienced colder weather this quarter with degree days 3% warmer than normal but 14% colder than the prior year. In the Spire Alabama ~~territory,~~customer charge reset, the $6.4 favorable RSE adjustment at Spire Alabama, and $5.4 Spire Missouri ISRS growth, combined with the $3.4 increase at Spire EnergySouth. These positive impacts more than offset the $8.6 negative volume usage impact (net of weather ~~was 3% colder than normal this year and 40% colder than~~mitigation) experienced by Spire Missouri in the ~~prior year.~~

~~Operating Expenses~~ – Depreciation and amortization expenses for the three months ended December 31, 2017, increased $2.6 from last year, due to higher levels of capital expenditures by the Missouri Utilities and Spire Alabama. current-year quarter.

O&M expenses for the three months ended ~~December~~March 31, ~~2017,~~2024, were ~~$0.7 lower~~$2.3 higher than the prior-year quarter. The Gas Utility segment O&M increase reflects higher employee and benefit costs in the current-year quarter. These unfavorable impacts were only partly offset by ongoing current-year efficiency initiatives that have lowered expense levels for non-payroll operations expense and reduced outside service costs.

Taxes, other than income taxes, increased $0.3, primarily due to higher property and real estate taxes. Depreciation and amortization expenses for the quarter ended March 31, 2024 were $5.2 higher than the same period in the prior year ~~largely~~primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $2.8 to $38.3 primarily due to ~~decreases at~~higher rates. The benefit of carrying cost credits decreased $1.5 quarter over quarter.

Gas Marketing

The $6.3 quarter-over-quarter decline in net economic earnings primarily reflects favorable market conditions in the ~~Missouri Utilities~~prior year that did not recur this year. Current year market conditions reflect the abundance of natural gas supplies and warmer weather, which reduced commodity and basis volatility. Net income's inclusion of $27.0 (after-tax) favorable mark-to-market activity more than offset the decline in business conditions.

Revenues in the current quarter decreased $14.6. Contribution margin increased $28.1 versus the prior-year quarter, reflecting the $35.9 (pre-tax) favorable mark-to-market activity. Excluding this impact, contribution margin declined $7.8, reflecting the lower current-year asset optimization opportunities outlined above. O&M expenses were relatively stable versus the prior year, with a $0.5 quarter-over-quarter increase.

Midstream

Net income and net economic earnings for the Company’s Midstream segment for the quarter ended March 31, 2024 versus the prior-year quarter decreased $0.4. This reduction in net income and net economic earnings was driven by a decrease of $3.1 attributable to Spire Storage West, which benefited from more favorable market conditions in the prior year when it was able to optimize storage operations and commitments. This decrease was mostly offset by the incremental earnings related to the Spire Storage Salt Plains (April 2023) and Spire ~~EnergySouth more than offsetting~~MoGas (January 2024) acquisitions.

Revenues in the ~~modest $0.6 increase at~~current quarter increased $5.0 versus the prior-year quarter, and O&M expenses increased by $3.2 quarter-over-quarter, due primarily to timing of expenses and current-year quarter including the impacts of the Spire ~~Alabama.~~

Storage Salt Plains and Spire MoGas acquisitions.

Other

The Company’s other activities generated a $10.7 loss in the three months ended March 31, 2024, in line with prior-year quarter results, as higher interest expense in the current year was offset by lower corporate costs.

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~~Gas Marketing~~

~~Operating~~

Spire Missouri

	Three Months Ended March 31,
	2024			2023
Operating Income [GAAP]	$	141.3		$	147.5
Operation and maintenance expenses		78.6			77.4
Depreciation and amortization		43.1			39.2
Taxes, other than income taxes		59.8			61.2
Less: Gross receipts tax expense		(44.0	)		(45.6	)
Contribution Margin [Non-GAAP]		278.8			279.7
Natural gas costs		443.7			465.7
Gross receipts tax expense		44.0			45.6
Operating Revenues	$	766.5		$	791.0
Net Income	$	105.2		$	112.1

Revenues – Operating revenues decreased $2.1 versus the prior-year period as a result of higher total volume being offset by lower general pricing levels and the effect of changes in trading activities. Under GAAP, revenues associated with trading activities are presented net of related costs. Average pricing for the three months ended December 31, 2017, was approximately $2.742/MMBtu versus approximately $2.898/MMBtu for the quarter ended ~~December~~March 31, ~~2016.~~

~~Contribution Margin~~ ~~– Gas Marketing contribution margin during~~2024 were $24.5 lower than the ~~three months ended December 31, 2017, increased $6.4 from the same period last year. The increase in contribution margin is primarily due to greater regional basis differentials (spreads)~~comparable prior-year period. Lower weather-driven volumes reduced gas cost recoveries by $28.6 and ~~increased storage optimization~~customer usage by $8.6 in the current-year ~~quarter versus the prior year.~~

~~Interest Charges~~

Consolidated interest charges during the three months ended December 31, 2017, increased by $2.3 from the same period last year. The increase was primarily driven by Spire Missouri’s issuance of $170.0 in long-term debt in September 2017, marginally higher interest rates on the senior notes issued in March 2017 thatquarter. These negative impacts were used to retire $250.0 of floating rate debt, and higher average levels of short-term borrowings in the current year quarter. For the three months ended December 31, 2017 and 2016, average short-term borrowings were $545.8 and $475.0, respectively, and the average interest rates on these borrowings were 1.6% and 1.1%, respectively.

~~Income Taxes~~

Consolidated income tax expense during the three months ended December 31, 2017, was $55.4 lower than during the prior-year quarter, primarily as a result of the TCJA enacted in December. The decrease in tax rates resulted in a $59.9 reduction in tax expense, which was only partly offset by an increase of $7.8 attributable to higher off-system sales and $5.4 incremental ISRS revenues in the ~~effects of higher pre-tax book income. The TCJA is further described in Note 11 to the Financial Statements in Item 1.~~

~~Spire Missouri~~

Three Months Ended December 31,
2017 2016
Operating Income $ 74.8
$ 64.5
Operation and maintenance expenses 60.3
60.5
Depreciation and amortization 24.8
22.7
Taxes, other than income taxes 26.2
24.6
Less: Gross receipts tax expense (16.2 ) (14.1 )
Contribution Margin (non-GAAP) 169.9
158.2
Natural and propane gas costs 206.2
191.3
Gross receipts tax expense 16.2
14.1
Operating Revenues $ 392.3
$ 363.6
Net Income $ 89.4
$ 38.0

Operating revenues for the three months ended December 31, 2017, increased $28.7 from the same period last year primarily due to $21.9 higher gas cost recoveries, $17.0 in volumetric/usage impacts resulting from the return of near-normal weather patterns that were only 3% warmer than normal, and a $3.4 increase in ISRS charges that was only partly offset by a $16.8 negative impact of lower off-system sales. current-year quarter.

Contribution margin for the three months ended ~~December~~March 31, ~~2017, increased $11.7~~2024 decreased $0.9 from the same period ~~last~~in the prior year, ~~largely due~~as ISRS billings and slightly higher margins on off-system sales and miscellaneous revenues were more than offset by the $8.6 usage decline primarily attributable to the $7.3 increase attributable to volumes and the return of near-normal weather, a $3.4 increase in ISRS charges and $0.3 resulting from customer growth. O&M expenses for the three months ended December 31, 2017 decreased $0.2, largely attributable to lower maintenance expenses more than offsetting higher bad debts. Depreciation and amortization increased $2.1 in the current quarter versus the prior-year quarter due to higher capital investments. Excluding the impact of the TCJA (described in Note 11 to the Financial Statements in Item 1), net income for the three months ended December 31, 2017 increased $7.5 from the same period last year.

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~~Temperatures~~warmer weather.

Degree days in Spire Missouri’s service areas during the three months ended ~~December~~March 31, ~~2017,~~2024, were 3%15.2% warmer than normal, and ~~14% colder~~2.1% warmer than the same period last ~~year, resulting in higher usage on a year-over-year comparative basis. Further, temperatures versus normal (the basis of~~year. Spire ~~Missouri’ rate design) resulted in margins returning closer to historical norms. The Missouri Utilities’~~Missouri’s total system ~~therms~~volume sold and transported were ~~526.4~~640.7 millioncentum (Latin for “hundred”) cubic feet (CCF) for the ~~three months ended December 31, 2017,~~quarter, compared with ~~484.4~~657.8 million CCF for the same period ~~last~~in the prior year. Total off-system ~~therms~~volume sold and transported were ~~30.6~~21.6 million CCF for the ~~three months ended December 31, 2017,~~current-year quarter, compared with ~~85.8~~1.2 million CCF a year ago.

O&M expenses for the ~~same period last year,~~current-year quarter increased $1.2 versus the prior-year quarter. The increase reflects higher employee and benefit costs in the current-year quarter. These unfavorable impacts were only partly offset by ongoing current-year efficiency initiatives that have lowered expense levels for non-payroll operations expense and reductions in outside service costs, combined with lower bad expense.

Depreciation and amortization expenses increased $3.9 versus the prior-year quarter due to ongoing capital investments. Taxes, other than income taxes, decreased $1.4, primarily driven by lower pass-through gross receipts taxes.

Other income declined by 0.2 versus the prior-year quarter, as favorable mark-to-market valuations on unqualified retirement trusts were more than offset by the decrease in inventory carrying cost credits of $1.5. Interest expense increased $3.1, primarily reflecting higher average short-term debt levels and higher short-term interest rates in the current ~~year increased system demand~~year.

Resulting net income for the quarter ended March 31, 2024 decreased $6.9 versus the prior-year quarter.

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Table of ~~9% reduced therm availability for off-system sales.~~Contents

Spire Alabama

Three Months Ended December 31,
2017 2016
Operating Income $ 19.0
$ 19.8
Operation and maintenance expenses 31.8
31.2
Depreciation and amortization 12.8
12.3
Taxes, other than income taxes 8.2
6.6
Less: Gross receipts tax expense (5.6 ) (4.2 )
Contribution Margin (Non-GAAP) 66.2
65.7
Natural and propane gas costs 49.0
16.8
Gross receipts tax expense 5.6
4.2
Operating Revenues $ 120.8
$ 86.7
Net (Loss) Income $ (49.6 ) $ 10.3

	Three Months Ended March 31,
	2024			2023
Operating Income [GAAP]	$	102.4		$	88.9
Operation and maintenance expenses		35.4			34.5
Depreciation and amortization		18.2			17.0
Taxes, other than income taxes		17.9			16.1
Less: Gross receipts tax expense		(14.1	)		(12.6	)
Contribution Margin [Non-GAAP]		159.8			143.9
Natural gas costs		85.6			61.8
Gross receipts tax expense		14.1			12.6
Operating Revenues	$	259.5		$	218.3
Net Income	$	70.7		$	60.0

Operating revenues for the three months ended ~~December~~March 31, ~~2017,~~2024 increased ~~$34.1~~$41.2 from the same period ~~last~~in the prior year. The ~~change~~increase in operating revenue was principally ~~driven~~due to the $38.6 impact of the current year customer usage charge reset, combined with favorable RSE adjustments of $6.4. These favorable impacts were only partly offset by a ~~$21.4 increase related to volumes and weather, combined with an $11.3 increase~~$4.4 decrease in gas cost ~~recoveries~~recovery.

Contribution margin was $15.9 higher versus the ~~prior year. Contribution margin increased $0.5, primarily due to~~prior-year quarter, driven by the customer usage charge reset benefit of $10.3 and $6.4 favorable net rate adjustments under the RSE mechanism. This increase to the volumetric/weather impact. Depreciation and amortization expenses for the three months ended December 31, 2017, were $0.5 higher than the same period last year, the result of continued infrastructure investment. O&M expenses were $0.6 higher, primarily due to higher bad debts and customer installation costs only being partlywas slightly offset by a $0.9 decrease attributable to lower ~~maintenance expenses. Excluding the impact of the TCJA (described~~off-system sales.

As measured in ~~Note 11 to the Financial Statements in Item 1), net income during the three months ended December 31, 2017 decreased $0.7 versus the same period last year.~~

~~Temperatures~~degree days, temperatures in Spire Alabama’s service area during the three months ended ~~December~~March 31, ~~2017,~~2024, were ~~3% below~~9.5% warmer than normal, ~~and 40%~~but 25.0% colder than a year ago. Spire Alabama’s total system ~~therms~~volume sold and transported were ~~237.4~~322.7 million CCF for the three months ended ~~December~~March 31, ~~2017,~~2024, compared with ~~221.5~~295.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 7.4 million CCF for the current-year quarter, compared with 13.4 million CCF off-system volume sold and transported in last year’s second quarter.

O&M expenses for the three months ended March 31, 2024 increased $0.9 versus the prior-year quarter as lower non-employee operating expenses and reductions of outside service costs were offset by higher benefit costs and higher bad debt expense.

Depreciation and amortization expenses were up $1.2, the result of continued investment in infrastructure upgrades. Interest expense for the current-year quarter decreased $0.7 versus the prior-year quarter, primarily the result of lower short-term borrowings more than offsetting higher short-term interest rates.

For the quarter ended March 31, 2024, resulting net income increased $10.7 versus the prior-year quarter.

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EARNINGS – six months ended March 31, 2024

This section contains discussion and analysis of the results for the six months ended March 31, 2024 compared to the results for the six months ended March 31, 2023, in total and by registrant and segment.

Spire

Net Income and Net Economic Earnings

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

	Gas Utility			Gas Marketing			Midstream			Other			Total			Per Diluted Common Share**
Six Months Ended March 31, 2024
Net Income (Loss) [GAAP]	$	263.8		$	34.3		$	4.7		$	(13.4	)	$	289.4		$	5.14
Adjustments, pre-tax:
Fair value and timing adjustments		—			(15.4	)		—			—			(15.4	)		(0.27	)
Acquisition activities		—			—			1.9			—			1.9			0.03
Income tax effect of adjustments*		—			3.8			(0.4	)		—			3.4			0.06
Net Economic Earnings (Loss) [Non-GAAP]	$	263.8		$	22.7		$	6.2		$	(13.4	)	$	279.3		$	4.96

Six Months Ended March 31, 2023
Net Income (Loss) [GAAP]	$	246.4		$	33.8		$	8.0		$	(18.0	)	$	270.2		$	4.99
Adjustments, pre-tax:
Fair value and timing adjustments		0.5			18.3			—			—			18.8			0.36
Income tax effect of adjustments*		(0.1	)		(4.6	)		—			—			(4.7	)		(0.09	)
Net Economic Earnings (Loss) [Non-GAAP]	$	246.8		$	47.5		$	8.0		$	(18.0	)	$	284.3		$	5.26

* Income tax adjustments include amounts 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, which includes reductions for cumulative preferred dividends and participating shares.

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

	Gas Utility			Gas Marketing			Midstream		Other			Eliminations			Consolidated
Six Months Ended March 31, 2024
Operating Income (Loss) [GAAP]	$	384.1		$	44.7		$	10.7	$	(1.7	)	$	—		$	437.8
Operation and maintenance expenses		238.3			10.6			18.0		9.7			(8.1	)		268.5
Depreciation and amortization		129.6			0.8			5.3		0.2			—			135.9
Taxes, other than income taxes		132.3			0.8			1.8		—			0.2			135.1
Less: Gross receipts tax expense		(90.9	)		(0.2	)		—		—			—			(91.1	)
Contribution Margin [Non-GAAP]		793.4			56.7			35.8		8.2			(7.9	)		886.2
Natural gas costs		903.6			25.4			0.6		—			(21.8	)		907.8
Gross receipts tax expense		90.9			0.2			—		—			—			91.1
Operating Revenues	$	1,787.9		$	82.3		$	36.4	$	8.2		$	(29.7	)	$	1,885.1

Six Months Ended March 31, 2023
Operating Income (Loss) [GAAP]	$	353.2		$	43.8		$	14.6	$	(1.1	)	$	—		$	410.5
Operation and maintenance expenses		239.2			12.0			12.0		8.9			(7.9	)		264.2
Depreciation and amortization		119.9			0.7			3.9		0.2			—			124.7
Taxes, other than income taxes		130.3			0.7			1.2		0.1			—			132.3
Less: Gross receipts tax expense		(90.4	)		(0.2	)		—		—			—			(90.6	)
Contribution Margin [Non-GAAP]		752.2			57.0			31.7		8.1			(7.9	)		841.1
Natural gas costs		944.9			77.5			—		—			(16.7	)		1,005.7
Gross receipts tax expense		90.4			0.2			—		—			—			90.6
Operating Revenues	$	1,787.5		$	134.7		$	31.7	$	8.1		$	(24.6	)	$	1,937.4

Select variances for the six months ended March 31, 2024 compared to the six months ended March 31, 2023 are summarized in the following table and discussed below.

	Gas			Gas						Other, Net of
Variances: Fiscal 2024 Versus Fiscal 2023	Utility			Marketing			Midstream			Eliminations			Consolidated
Net Income	$	17.4		$	0.5		$	(3.3	)	$	4.6		$	19.2
Net Economic Earnings [Non-GAAP]		17.0			(24.8	)		(1.8	)		4.6			(5.0	)
Operating Revenues		0.4			(52.4	)		4.7			(5.0	)		(52.3	)
Contribution Margin [Non-GAAP]		41.2			(0.3	)		4.1			0.1			45.1
Operation and Maintenance Expenses		(0.9	)		(1.4	)		6.0			0.6			4.3
Interest Expense														12.0
Other Income														11.8
Income Tax														7.9

The increase in interest expense reflects higher average interest rates and higher average balances on long-term debt versus the prior year. Further, weighted-average short-term interest rates were 5.8% in the current-year period versus 4.7% in the prior-year period.

Other income increased $11.8. Of this increase, $8.2 was the result of a gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was no longer probable of occurring, resulting in the discontinuation of hedge accounting. The remaining variance was primarily attributable to inventory carrying cost credits at Spire Missouri, combined with favorable mark-to-market valuations on unqualified retirement and investment trusts.

The change in income taxes is materially consistent with the change in pre-tax book income combined with a slight increase in the effective tax rate, as certain benefits in the prior year did not recur.

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Gas Utility

For the six months ended March 31, 2024, Gas Utility net income was $17.4 higher than the prior-year period, primarily reflecting stronger financial performance across the Southeast utilities, and to a lesser extent, growth at Spire Missouri. Net economic earnings in the current year was $17.0 higher than the prior year, which tracks the net income trend. These results are described in further detail below.

The $0.4 increase in Gas Utility operating revenues was attributable to the following factors:

Spire Missouri and Spire Alabama – Lower PGA/GSA collections (gas cost recovery) due to volume	$	(53.5	)
Spire Missouri – Volumetric usage (net of weather mitigation)		(13.6	)
Spire Missouri – 2022 rate case outcomes		22.9
Spire Alabama – Per customer usage charge reset, combined with warm weather adjustment		21.8
Spire Alabama – RSE adjustments, net		10.4
Spire Missouri – Off-system sales and capacity release		6.9
Spire Missouri – Infrastructure System Replacement Surcharge ("ISRS")		5.6
All other factors		(0.1	)
Total Variation	$	0.4

The current year is benefiting from a $22.9 increase from Spire Missouri reflecting the final quarterly impact of implementing the 2022 rate order, $21.8 incremental revenues resulting from the reset of the Spire Alabama per customer usage charge (net of weather adjustment), favorable Spire Alabama RSE adjustments totaling $10.4, and increases in off-system sales and ISRS of $6.9 and $5.6, respectively, at Spire Missouri. These benefits were mostly offset due to weather impacts. Warmer weather across our utility footprint in the current year negatively impacted both gas cost recoveries and customer usage, particularly for Spire Missouri. Spire Missouri realized $51.8 lower gas cost recoveries in the current year, as the current year lower volumes more than offset the higher PGA rates being charged to customers. Spire Missouri also experienced lower volumetric usage totaling $13.6 in the current-year quarter.

The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:

Spire Missouri – 2022 rate case outcomes	$	22.9
Spire Alabama – RSE adjustments, net		10.3
Spire Alabama – Per customer usage charge reset, combined with warm weather adjustment		9.8
Spire Missouri – Infrastructure System Replacement Surcharge ("ISRS")		5.6
Spire Missouri – Volumetric usage (net of weather mitigation)		(13.6	)
All other factors		6.2
Total Variation	$	41.2

Contribution margin increased $41.2 versus the prior year. The $22.9 increase attributable to the implementation of the 2022 Missouri rate case order, $10.3 favorable RSE adjustment at Spire Alabama, $9.8 growth resulting from the reset of the Spire Alabama per customer usage charge (net of weather adjustment) and $5.6 increase in ISRS combined to more than offset the $13.6 negative volume usage impact (net of weather mitigation) experienced by Spire Missouri in the current year.

O&M expenses for the six months ended March 31, 2024 were $0.9 lower than the prior year. The Gas Utility segment O&M decrease reflects lower operations expense, and reductions in outside service costs. These favorable benefits were only partly offset by higher employee-related costs.

Taxes, other than income taxes, increased $2.0, primarily due to higher property and real estate taxes. Depreciation and amortization expenses for the six months ended March 31, 2024 were $9.7 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $9.7 to $77.3 reflecting higher average net debt levels and slightly higher short-term interest rates. Other income increased $2.3 in the current year, primarily the result of favorable mark-to-market valuations on unqualified retirement trusts.

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Gas Marketing

The $24.8 year-over-year decline in net economic earnings primarily reflects very favorable market conditions in the prior year that did not recur this year. Net income's inclusion of $25.3 (after-tax) favorable mark-to-market activity more than offset the decline in business conditions.

Revenues in the current year decreased $52.4 and contribution margin decreased $34.0 (after removing the $33.7 pre-tax favorable mark-to-market activity) versus the prior-year period, reflecting the lower current-year asset optimization opportunities outlined above. Operating expenses decreased by $1.4 year-over-year, due primarily lower employee-related costs.

Midstream

Net income and net economic earnings for the Company’s Midstream segment for the six months ended March 31, 2024 versus the prior-year period decreased $3.3 and $1.8, respectively. The benefits of the Spire Storage Salt Plains and MoGas acquisitions were more than offset by the $4.0 reduction in net income and net economic earnings at Spire Storage West, which benefited from more favorable market conditions in the prior year when it was able to optimize storage operations and commitments. Net income was also impacted by $1.5 (after-tax) in acquisition transaction expenses incurred in the current year relating to the acquisition of MoGas.

Revenues in the current year increased $4.7 versus the prior-year period, due primarily to the acquisitions of Spire Storage Salt Plains and MoGas offsetting lower Spire Storage West revenues attributable primarily to the previously mentioned more favorable market conditions in the prior year. O&M expenses increased by $6.0 year-over-year, due primarily to operating expenses associated with the before-mentioned acquisitions, combined with transaction costs related to MoGas.

Other

The Company’s other activities generated a $13.4 loss in the six months ended March 31, 2024, $4.6 lower than the prior-year period. The improved results were driven by the current-year $8.2 gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was no longer probable of occurring, resulting in the discontinuation of hedge accounting. This gain more than offset higher interest expense and slightly higher corporate costs in the current year.

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Spire Missouri

	Six Months Ended March 31,
	2024			2023
Operating Income [GAAP]	$	228.6		$	219.9
Operation and maintenance expenses		153.5			154.5
Depreciation and amortization		85.2			77.8
Taxes, other than income taxes		98.3			97.6
Less: Gross receipts tax expense		(66.5	)		(67.7	)
Contribution Margin [Non-GAAP]		499.1			482.1
Natural gas costs		736.3			782.4
Gross receipts tax expense		66.5			67.7
Operating Revenues	$	1,301.9		$	1,332.2
Net Income	$	162.2		$	159.4

Revenues for the six months ended March 31, 2024 were $30.3 lower than the comparable prior-year period. A key driver was a decrease in gas recovery (PGA) totaling $51.8. Higher rates in the current year were more than offset by lower volumetric usage. This lower volume usage decreased revenues versus the prior year by $13.6. These negative impacts were only partly offset by an increase of $22.9 attributable to the impact of the 2022 rate order (new rates became effective the last week of December 2022) and higher off-system sales and ISRS of $6.9 and $5.6, respectively.

Contribution margin for the six months ended March 31, 2024 increased $17.0 from the same period in the prior year. The previously mentioned timing of the 2022 rate case implementation generated $22.9 incremental contribution combined with $5.6 higher ISRSA more than offset the $13.6 impact of lower volumes.

Degree days in Spire Missouri’s service areas during the six months ended March 31, 2024, were 16.7% warmer than normal, and 9.2% warmer than the same period last year. Spire Missouri’s total system volume sold and transported were 1,090.4 million CCF for the current-year period, compared with 1,215.9 million CCF for the prior-year period. Total off-system volume sold and transported were 23.8 million CCF for the current-year, compared with 3.9 million CCF a year ago.

Reported O&M expenses for the current-year quarter decreased $1.0 versus the prior year. The reduction of current year O&M was driven by non-payroll operations expense, lower outside services costs, and lower bad debt expense. These lower expenditure levels in the current year were only partly offset by higher employee related expenses and higher benefit claims expense.

Depreciation and amortization expenses increased $7.4 versus the prior-year period due to ongoing capital investments. Taxes, other than income taxes, increased $0.7, as higher property taxes in the current year were mostly offset by lower pass-through gross receipts taxes.

Other income improved by $2.0. This variance is primarily attributable to favorable mark-to-market valuations on unqualified retirement trusts. Interest expense increased $9.0, reflecting higher short-term interest rates in the current year and the $400 in long-term debt that was issued in the prior-year second quarter.

Resulting net income for the six months ended March 31, 2024 increased $2.8 versus the prior-year comparable period.

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~~REGULATORY~~

Spire Alabama

	Six Months Ended March 31,
	2024			2023
Operating Income [GAAP]	$	126.4		$	109.2
Operation and maintenance expenses		69.6			69.6
Depreciation and amortization		36.1			34.0
Taxes, other than income taxes		28.1			26.7
Less: Gross receipts tax expense		(21.0	)		(19.4	)
Contribution Margin [Non-GAAP]		239.2			220.1
Natural gas costs		141.4			131.2
Gross receipts tax expense		21.0			19.4
Operating Revenues	$	401.6		$	370.7
Net Income	$	81.8		$	69.2

Operating revenues for the six months ended March 31, 2024 increased $30.9 from the same period in the prior year. The increase in operating revenue was principally due to the $21.8 impact of the current year customer usage charge reset net of weather adjustments, combined with favorable RSE adjustments of $10.4. These favorable impacts were only partly offset by a $1.7 decrease in gas cost recovery.

Contribution margin was $19.1 higher versus the prior-year comparable period, primarily driven by $10.3 favorable net rate adjustments under the RSE mechanism and $9.8 relating to the customer usage charge reset (net of weather adjustments). This increase was slightly offset by a $0.8 decrease attributable to lower off-system sales.

As measured in degree days, temperatures in Spire Alabama’s service area during the six months ended March 31, 2024, were 10.6% warmer than normal, but 15.3% colder than a year ago. Spire Alabama’s total system volume sold and transported were 552.0 million CCF for the six months ended March 31, 2024, compared with 547.7 million CCF for the same period in the prior year. Total off-system volume sold and transported were 33.9 million CCF for the current year, compared with 28.0 million CCF off-system volume sold and transported in last year’s comparable period.

O&M expenses for the six months ended March 31, 2024 were flat versus the comparable prior-year period, as lower employee-related costs and lower non-employee operating expenses, were offset by higher insurance and bad debt expense.

Depreciation and amortization expenses were up $2.1, the result of continued investment in infrastructure upgrades. Interest expense for the current-year period increased $0.3 versus the prior-year period, primarily the result of higher short-term interest rates.

For the six months ended March 31, 2024, resulting net income increased $12.6 versus the prior-year period.

LIQUIDITY AND ~~OTHER~~CAPITAL RESOURCES

Recent Cash Flows

	Six Months Ended March 31,
Cash Flow Summary	2024			2023
Net cash provided by operating activities	$	559.4		$	179.9
Net cash used in investing activities		(583.9	)		(340.7	)
Net cash provided by financing activities		45.1			161.5

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For the six months ended March 31, 2024, net cash from operating activities improved $379.5 from the corresponding period of fiscal 2023. The key drivers of the favorable change are regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section, particularly the prior-year decreases in accounts payable and inventories and the current-year decrease in net regulatory assets.

For the six months ended March 31, 2024, net cash used in investing activities was $243.2 greater than for the same period in the prior year. Payments for business acquisitions (net of cash acquired) were $177.4 for MoGas this year and $37.1 for Spire Storage Salt Plains last year. Total capital expenditures were $101.5 higher than last year, with a $22.2 spending increase in the Utilities and an $81.0 increase for Midstream (Spire Storage West expansion).

Lastly, for the six months ended March 31, 2024, net cash provided by financing activities decreased $116.4 versus the six months ended March 31, 2023. In the first half of fiscal 2024, there was a $151.1 reduction of debt, while debt increased $247.3 in the first half of fiscal 2023. The relative cash outflow of those changes was only partially offset by the increase in stock issuance this year. Cash from the issuance of common stock in the current-year period included the $112.2 settlement of forward sales under its ATM program and the $175 settlement of equity units, described in Note 4 of the Notes to Financial Statements in Item 1.

Future Cash Requirements

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

Spire’s material cash requirements as of March 31, 2024, are related to capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. There were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Total Company capital expenditures are planned to be $800 for fiscal 2024.

Source of Funds

It is management’s view that the Company, Spire Missouri and Spire Alabama have adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated requirements. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). As of March 31, 2024, the debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade, with a negative outlook (other than Moody’s stable outlook for Spire Inc. and Spire Missouri).

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

Cash and Cash Equivalents

Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of March 31, 2024.

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Short-term Debt

The Company’s short-term cash requirements can be met through the sale of up to $1,300.0 of commercial paper or through the use of Spire’s $1,300.0 revolving credit facility. For information about short-term borrowings, see Note 6, Financing, of the Notes to Financial Statements in Item 1.

Long-term Debt and Equity

At March 31, 2024, Spire had outstanding principal of long-term debt totaling $3,751.1, of which $1,798.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and $223.1 was issued by other subsidiaries. For information about long-term debt issued this fiscal year, see Note 6, Financing, of the Notes to Financial Statements in Item 1.

Effective March 5, 2022, Spire Missouri was authorized by the MoPSC to issue conventional term loans, first mortgage bonds, unsecured debt, preferred stock and common stock in an aggregate amount of up to $800.0 for financings placed any time before December 31, 2024. Under this authorization through December 2023, Spire Missouri has issued $79.1 of common stock and $400.0 of first mortgage bonds. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.

Spire has a shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 230,971 and 225,054 shares at March 31, 2024 and April 28, 2024, respectively, remaining available for issuance under this Form S-3. Spire and Spire Missouri also have a universal shelf registration statement on Form S-3 on file with the SEC for the issuance of various equity and debt securities, which expires on May 9, 2025.

For more information about the issuance of common stock, including Spire's “at-the-market” (ATM) equity distribution agreement and the settlement of equity units, see Note 4, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.

Including the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 48% and 44% equity at March 31, 2024 and September 30, 2023, respectively.

ENVIRONMENTAL MATTERS

~~Please see~~

The Utilities and other Spire subsidiaries own and operate natural gas distribution, transmission and storage facilities, the ~~Environmental Matters~~ ~~section for~~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, Spire Missouri’s, or Spire Alabama’s financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the Company and the Utilities may be required to incur additional costs. For information relative to environmental ~~matters.~~matters, see Contingencies in Note 11 of the Notes to Financial Statements in Item 1.

REGULATORY MATTERS

For discussions of regulatory matters for Spire, Spire Missouri, and Spire Alabama, ~~are involved~~see Note 5, Regulatory Matters, of the Notes to Financial Statements in ~~other litigation, claims,~~Item 1.

ACCOUNTING PRONOUNCEMENTS

The Company, Spire Missouri and ~~investigations arising~~Spire Alabama have evaluated or are in the ~~normal course~~process of ~~business. Management, after discussion with counsel, believes~~evaluating the effects that ~~the final outcomes of these matters~~recently issued accounting standards will ~~not~~ have ~~a material effect~~ on the ~~consolidated~~companies’ financial position or results of operations ~~or cash flows of the Company, Spire Missouri or Spire Alabama.~~

upon adoption, but none are currently expected to have a significant impact.

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~~Spire Missouri~~

On September 30, 2016, Spire Missouri filed to increase its ISRS revenues by $5.0 for Spire Missouri East and $3.4 for Spire Missouri West, related to ISRS investments from March 2016 through October 2016. On November 29, 2016, MoPSC staff recommended $4.5 and $3.4 for Spire Missouri East and Spire Missouri West, respectively, based on updated filings. On January 3, 2017, the MoPSC held a hearing to decide two issues raised by the Missouri Office of the Public Counsel (OPC) pertaining to the ISRS eligibility of hydrostatic testing done by Spire Missouri West and of the replacement of cast iron main interspersed with portions of plastic pipe. On January 18, 2017, the MoPSC found in favor of the Missouri Utilities on the interspersed plastics issue, but against Spire Missouri West on hydrostatic testing, and issued an order setting the ISRS increases at $4.5 and $3.2 for Spire Missouri East and Spire Missouri West, respectively. Rates were effective January 28, 2017. On March 3, 2017, the OPC filed an appeal to Missouri’s Western District Court of Appeals of the MoPSC’s decision permitting Spire Missouri to include in the ISRS the replacement of cast iron main interspersed with plastic pipe. On November 21, 2017, the Western District reversed the MoPSC’s decision on the plastics issue and remanded the case to the MoPSC for further proceedings. On January 3, 2018, Spire Missouri and the MoPSC applied for transfer of the case to the Missouri Supreme Court.

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

On April 11, 2017, both Spire Missouri East and Spire Missouri West filed for a general rate case. The request for Spire Missouri East represents a net rate increase of $25.5. With the $32.6 already being billed in ISRS, the total base rate increase request was $58.1. Spire Missouri West’s request represents a net rate increase of $34.0. With the $16.4 already being billed in ISRS, the total base rate increase request was $50.4. The rates were premised upon a 10.35% return on equity and the details of the filing can be found in MoPSC case numbers GR-2017-0215 and GR-2017-0216 for Spire Missouri East and Spire Missouri West, respectively. Following our initial filing, other parties to the case have filed their testimonies. During December 2017 and January 2018, all parties to the case were involved in evidentiary hearings, filings of briefs and answering remaining data requests including those related to the impacts of tax reform as noted below. A decision by the MoPSC is expected by mid-February, and new rates will likely go into effect in March.

On January 18, 2018, the MoPSC issued an order directing Spire Missouri and the MoPSC Staff to file information regarding adjustments to Spire Missouri’s rates needed to reflect the impact of tax reform under the TCJA. Spire Missouri made its filing on January 22 and the Staff made a reply filing on January 25. A hearing has been set for February 5.

~~Spire Alabama~~

Spire Alabama is subject to regulation by the APSC which established the Rate Stabilization and Equalization (RSE) rate-setting process in 1983. Effective January 1, 2014, Spire Alabama’s allowed range of return on average common equity is 10.5% to 10.95% with an adjusting point of 10.8%. Spire Alabama is eligible to receive a performance-based adjustment of 5 basis points to the return on equity adjusting point, based on meeting certain customer satisfaction criteria. Under RSE, the APSC conducts quarterly reviews to determine whether Spire Alabama’s return on average common equity at the end of the rate year will be within the allowed range of return. Reductions in rates can be made quarterly to bring the projected return within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4% of prior-year revenues. The RSE reduction for the September 30, 2017 quarterly point of test was $2.7 to bring the expected rate of return on average common equity at the end of the year to within the allowed range of return, effective December 1, 2017. As part of the annual update for RSE, on November 30, 2017, Spire Alabama filed an increase for rate year 2018 of $8.5, which also became effective December 1, 2017.

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

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On June 28, 2010, the APSC approved a reduction in depreciation rates, effective June 1, 2010, and a regulatory liability recorded for Spire Alabama. Refunds from such negative salvage liability are being passed back to eligible customers on a declining basis through lower tariff rates through rate year 2019 pursuant to the terms of the Negative Salvage Rebalancing (NSR) rider. The total amount refundable to customers is subject to adjustments over the remaining period for charges made to the Enhanced Stability Reserve and other APSC-approved charges. The refunds are due to a re-estimation of future removal costs provided for through the prior depreciation rates. As of September 30, 2017, $12.3 remained to be refunded to customers. The NSR pass back for fiscal 2018 is $8.2 and is being reflected in rates effective December 1, 2017, through March 31, 2018.

~~Spire Alabama is currently working with the APSC to assess the impact of the TCJA and has filed for a rate decrease effective February 1, 2018.~~

~~Spire~~

In July 2016, the proposed project of Spire STL Pipeline LLC, a wholly owned subsidiary of Spire, was accepted into the pre-filing process at the FERC. The proposal outlined the plan to build, own, operate, and maintain a pipeline interconnecting with the Rockies Express pipeline to deliver natural gas to the St. Louis, Missouri area. As an interstate project, the Spire STL Pipeline is being reviewed for siting and permitting by the FERC, which is the lead agency for other federal, state, and local permitting authorities. In January 2017, Spire submitted an application with the FERC requesting issuance of a certificate of convenience and necessity authorizing it to construct, own, and operate an interstate pipeline. In April 2017, Spire STL Pipeline filed an amended certificate application to adjust the preferred route to include a new six-mile segment rather than an existing line, offering a number of benefits including eliminating potential supply disruption risk for Spire Missouri during construction, eliminating uncertainty regarding upgrade costs, and reducing long-term integrity management costs. Several parties have filed interventions and comments regarding the Spire STL Pipeline project. The Company is monitoring these closely and has responded where appropriate. In its Environmental Assessment issued on September 29, 2017, the FERC concluded that approval of the Spire STL Pipeline, with appropriate mitigating measures, would not constitute a major federal action significantly affecting the quality of the human environment. Spire anticipates the FERC will deliver a Final Order early in calendar year 2018.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with ~~GAAP.~~ GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of ~~the Company’s,~~ Spire, ~~Missouri’s, and~~ Spire Alabama’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2017, and include regulatory accounting, goodwill, and employee benefits and postretirement obligations. There were no significant changes to these critical accounting estimates during the three months ended December 31, 2017.

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

~~ACCOUNTING PRONOUNCEMENTS~~

~~The Company, Spire Missouri~~2023, and ~~Spire Alabama have evaluated or are in~~include regulatory accounting, employee benefits and postretirement obligations, impairment of long-lived assets, and income taxes. There were no significant changes to critical accounting estimates during the ~~process~~six months ended March 31, 2024.

For discussion of ~~evaluating the impact that recently issued~~other significant 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,~~policies, see ~~the New Accounting Pronouncements section in~~ Note 1 of the Notes to Financial ~~Statements.~~

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~~FINANCIAL CONDITION~~

~~Cash Flows~~

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

Three Months Ended
December 31,
Cash Flow Summary 2017 2016
Net cash provided by operating activities $ 17.9
$ 10.3
Net cash used in investing activities (126.7 ) (85.9 )
Net cash provided by financing activities 108.1
81.0

For the three months ended December 31, 2017, net cash provided by operating activities increased $7.6 from the corresponding period of fiscal 2017. The change was primarily due to the increase in net income, as adjusted for the non-cash impact of deferred taxes. The change was also affected by fluctuations in working capital as mentioned above.

For the three months ended December 31, 2017, net cash used in investing activities was $40.8 more than for the same period in the prior year, driven by a $21.5 increase in capital expenditures and a $19.8 change in acquisition activity. The higher spending to this ~~point in the fiscal year is consistent with the Company’s capital expenditure expectations and reflects progress on the Spire STL Pipeline project,~~Form 10-Q as well as investment to support customer growth, new business development, and the continued commitment to infrastructure upgrades at the Utilities. Total capital expenditures for the full fiscal year 2018 are expected to be approximately $490, with approximately $415 for the Utilities. Cash paid for the acquisition of a majority interest in a natural gas storage operation in December 2017 was $16.0 (as described in Note 1 of the Notes to ~~the~~ Financial Statements ~~in Item 1), while the prior year’s first quarter~~ included ~~the receipt of a $3.8 cash settlement related to the acquisition of Spire EnergySouth.~~

Lastly, for the three months ended December 31, 2017, net cash provided by financing activities was $27.1 higher than for the three months ended December 31, 2016. This change primarily reflects the effect of Spire Alabama’s issuance of $30.0 of notes, described under Long-term Debt and Equity in ~~the following section. That cash inflow was partially offset by an increase in dividends paid and a smaller increase in short-term debt.~~

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~Cash and Cash Equivalents~~

~~Bank deposits were used to support working capital needs of the business~~. ~~Spire had no short-term investments as of or during the three months ended December 31, 2017.~~

~~Short-term Debt~~

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

~~On December 14, 2016,~~ Spire, Spire Missouri, and Spire Alabama entered into a syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Spire Missouri, and $200.0 for Spire Alabama. The agreement contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit,Alabama’s combined Annual Report on ~~December 31, 2017, total debt was 57% of total capitalization for the consolidated Company, 50% for Spire Missouri, and 35% for Spire Alabama.~~

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

Information regarding Spire’s consolidated short-term borrowings is presented in the following table. Based on weighted average short-term borrowings outstanding, a 100-basis-point increase in the weighted average interest rate would decrease pre-tax earnings and cash flows by approximately $5.5 on an annual basis, a portion of which may be offset through the Utilities’ application of PGA and GSA carrying costs.

Commercial
Paper
Borrowings
Revolving
Credit Facility
Borrowings
Total
Short-term
Borrowings
Three Months Ended December 31, 2017
Weighted average borrowings outstanding $545.5 $0.3 $545.8
Weighted average interest rate 1.6% 2.8% 1.6%
Range of borrowings outstanding $477.3 - $632.9 $0.0 - $25.0 $477.3 - $632.9
As of December 31, 2017
Borrowings outstanding $583.6 $— $583.6
Weighted average interest rate 2.0% —% 2.0%

Of Spire’s $583.6 borrowings outstanding as of December 31, 2017, $547.8 was used to provide funding to its subsidiaries, including Spire Missouri ($275.6), Spire Alabama ($163.1), Spire STL Pipeline LLC and natural gas storage ($58.3), Spire EnergySouth and subsidiaries ($15.5), and others ($35.3).

~~Long-term Debt and Equity~~

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

It is management’s view that the Company, Spire Missouri, and Spire Alabama have adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital requirements, which primarily include capital expenditures, interest payments on long-term debt, scheduled maturities of long-term debt, short-term seasonal needs, and dividends.

At December 31, 2017, including the current portion but excluding unamortized discounts and debt issuance costs, Spire had fixed-rate long-term debt totaling $2,152.0, of which $980.0 was issued by Spire Missouri, $280.0 was issued by Spire Alabama, and $77.0 was issued by other subsidiaries. All long-term debt bears fixed rates and is subject to changes in fair value as market interest rates change. However, increases and decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities’ regulated operations, losses or gains on early redemptions of long-term debt typically would be deferred as regulatory assets or regulatory liabilities and amortized over a future period. Of the Company’s $2,152.0 long-term debt (including the current portion), $25.0 has no call options, $1,067.0 has make-whole call options, $1,045.0 is callable at par one to six months prior to maturity, and $15.0 is callable at par currently. Including the current portion of long-term debt, the Company’s consolidated capitalization at December 31, 2017 consisted of 49.4% common stock equity and 50.6% long-term debt, compared to 48.7% common stock equity and 51.3% long-term debt at September 30, 2017.

Spire has a shelf registration statement on Form S-3 on file with the US Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of its common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 239,512 and 235,105 shares at December 31, 2017, and January 29, 2018, respectively, remaining available for issuance under this Form S-3. Spire also has a shelf registration statement on Form S-3 on file with the SEC for the issuance of equity and debt securities, which expires September 23, 2019. Spire Missouri has a shelf registration on Form S-3 on file with the SEC for issuance of first mortgage bonds, unsecured debt, and preferred stock, which expires on September 23, 2019.

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Spire Missouri has authority from the MoPSC to issue debt securities and preferred stock, including on a private placement basis, as well as to issue common stock, receive paid-in capital, and enter into capital lease agreements, all for a total of up to $300.0 for financings placed any time before September 30, 2018. Spire Missouri has issued $170.0 in securities under this authorization, so as of December 31, 2017, $130.0 remains available to be issued.

On October 3, 2017, Spire Alabama received authorization and approval from the APSC to borrow up to $75.0 for general corporate purposes and to retire short-term debt. On December 1, 2017, Spire Alabama entered into the First Supplement to Master Note Purchase Agreement with certain institutional investors. Pursuant to the terms of that supplement, on December 1, 2017, Spire Alabama issued and sold $30 million in aggregate principal amount of its 4.02% Series 2017A Senior Notes due January 15, 2058, and on January 12, 2018, issued and sold $45 million aggregate principal amount of its 3.92% Series 2017B Senior Notes due January 15, 2048, to those institutional investors. The notes bear interest from the date of issuance, payable semi-annually on the 15th day of July and January of each year, commencing on July 15, 2018. The notes are senior unsecured obligations of Spire Alabama, rank equal in right to payment with all its other senior unsecured indebtedness, and have make-whole call options. Spire Alabama used the proceeds from the sale of the notes to repay short-term debt and for general corporate purposes.

~~CONTRACTUAL OBLIGATIONS~~

During the three months ended December 31, 2017, there were no material changes outside the ordinary course of business to the estimated contractual obligations from the disclosure provided in the Company’s Form 10-K for the fiscal year ended September 30, ~~2017.~~

2023.

MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of ~~December~~March 31, ~~2017,~~2024, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K ~~as of~~for the fiscal year ended September 30, ~~2017. During the second quarter~~2023.

Spire enters into cash flow hedges through execution of ~~fiscal 2017, Spire entered into a ten-year~~ interest rate swap ~~with a fixed interest rate of 2.658% and a notional amount of $60.0~~contracts to protect itself against adverse movements in interest ~~rates on future interest rate payments. The Company recorded a $0.8 mark-to-market loss on these~~rates. At March 31, 2024, the following swaps ~~for the three months ended December~~were outstanding:

Period Originated	Contract Hedge Term (Years)		Notional Amount		Fixed Interest Rate			Fiscal 2024 Mark-to-Market (Loss) Gain			Net Asset
Quarter 1, fiscal 2022		10	$	50.0		1.4918	%	$	(1.3	)	$	8.4
Quarter 2, fiscal 2022		10		75.0		1.6475	%		(1.9	)		11.7
Quarter 2, fiscal 2022		10		25.0		1.7460	%		(0.6	)		3.7
Quarter 1, fiscal 2023		10		50.0		3.4480	%		(1.6	)		0.9
Quarter 3, fiscal 2023		10		25.0		2.9020	%		(0.7	)		1.5
Quarter 3, fiscal 2023		10		25.0		3.0180	%		(0.8	)		1.2
Quarter 1, fiscal 2024		10		25.0		3.5250	%		0.3			0.3
Quarter 1, fiscal 2024		10		25.0		3.5350	%		0.3			0.3
Quarter 1, fiscal 2024		10		25.0		3.4500	%		0.5			0.5
Quarter 1, fiscal 2024		10		25.0		3.4000	%		0.5			0.5
			$	350.0				$	(5.3	)	$	29.0

As of March 31, 2017. During October 2017, Spire entered into a three-month interest rate swap with a fixed interest rate of 2.591% and a notional amount of $56.0 to protect itself against adverse movements in interest rates on Spire Alabama debt that was issued in December 2017 and January 2018. During the first quarter of fiscal 2018,2024, the Company ~~settled the swap for~~has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of ~~$0.4 which will be amortized over the hedged periods. The fair values of related derivative instruments are shown in~~ ~~Note 6, Fair Value Measurements. Information about the Company’s short-term and long-term debt is included under the heading “Liquidity and Capital Resources” in this Item 2.~~

~~ENVIRONMENTAL MATTERS~~

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

~~OFF-BALANCE SHEET ARRANGEMENTS~~

At December 31, 2017, the Company had no off-balance-sheet financing arrangements, other than operating leases and letters of credit entered into in the ordinary course of business. The Company does not expect to engage in any significant off-balance-sheet financing arrangements in the near future.

$29.0 on open swap contracts.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Spire

Evaluation of Disclosure Controls and Procedures

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

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~December~~March 31, ~~2017,~~2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Missouri

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~December~~March 31, ~~2017,~~2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Alabama

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~December~~March 31, ~~2017,~~2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of legal proceedings, environmental matters and ~~legal proceedings,~~regulatory matters, see Note 1011, Commitments and Contingencies, and Note 5, Regulatory Matters, of the Notes to Financial Statements in Item 1 of Part I. ~~For a description of pending regulatory matters, see Regulatory and Other Matters under~~

Item 1A. Risk Factors

There were no material changes in the Company’s risk factors from those disclosed in Part I, Item 2.

~~The registrants are involved in litigation, claims and investigations arising in~~1A of the ~~normal course of business. Management, after discussion with counsel, believes that~~Company’s Annual Report on Form 10-K for 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.~~

fiscal year ended September 30, 2023.

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

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

Period
(a)
Total Number of Shares Purchased
(b)
Average Price Paid Per Share
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
October 1, 2017 -
October 31, 2017
— $— — —
November 1, 2017 -
November 30, 2017
— $— — —
December 1, 2017 -
December 31, 2017
33,581 $81.75 — —
Total 33,581 $81.75 — —

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2024 – January 31, 2024		897	$	63.68		—		—
February 1, 2024 – February 29, 2024		—		—		—		—
March 1, 2024 – March 31, 2024		85		59.61		—		—
Total		982		63.33		—		—

Spire Missouri’s outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of ~~December~~March 31, ~~2017,~~2024, all of Spire Missouri’s retained earnings were free from such restrictions.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarterly period ended March 31, 2024, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in the Exchange Act).

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Item 6. Exhibits

Exhibit No.	Description
4.1*
~~Exhibit No.~~		~~Description~~
~~4.01~~		~~First Supplement to Master Note Purchase Agreement,~~Third Supplemental Indenture, dated as of ~~December 1, 2017,~~February 12, 2024, between Spire ~~Alabama~~ Inc. and ~~certain institutional investors.~~Regions Bank, as successor Trustee to UMB Bank & Trust, N.A.; filed as Exhibit 4.2 to Spire Inc.’s Current Report on Form 8-K on February 12, 2024.
~~31.1~~4.2*	Form of 5.300% Senior Notes due 2026 (included in Exhibit 4.1).
4.3*	Securities Purchase and Registration Rights Agreement, dated February 5, 2024, among Spire Inc. and the several purchasers named in Schedule A thereto; filed as Exhibit 1.1 to Spire Inc.’s Current Report on Form 8-K on February 9, 2024.
10.1*	Loan Agreement, dated January 3, 2024, among Spire Missouri Inc., U.S. Bank National Association, as the administrative agent, and the lenders party thereto; filed as Exhibit 10.1 to Spire Inc. and Spire Missouri Inc.’s Current Report on Form 8-K on January 3, 2024.
10.2*	Third Letter Agreement to the Equity Distribution Agreement of the Company, dated as of February 6, 2024, filed as Exhibit 1.1 to Spire Inc.’s Current Report on Form 8-K on February 6, 2024.
31.1	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Inc.
31.2		CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Missouri Inc.
31.3		CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Alabama Inc.
32.1		CEO and CFO Section 1350 Certifications of Spire Inc.
32.2		CEO and CFO Section 1350 Certifications of Spire Missouri Inc.
32.3		CEO and CFO Section 1350 Certifications of Spire Alabama Inc.
~~101.INS~~^(x) 101		~~XBRL Instance Document.~~
~~101.SCH~~^(x)		~~XBRL Taxonomy Extension Schema.~~
~~101.CAL~~^(x)		~~XBRL Taxonomy Extension Calculation Linkbase.~~
~~101.DEF~~^(x)		~~XBRL Taxonomy Extension Definition Linkbase.~~
~~101.LAB~~^(x)		~~XBRL Taxonomy Extension Label Linkbase.~~
~~101.PRE~~^(x)		~~XBRL Taxonomy Extension Presentation Linkbase.~~


^(x)	~~Attached as Exhibit 101 to this~~ Interactive Data Files including the following information from the Quarterly Report ~~are~~on Form 10-Q for the ~~following documents for each registrant~~period ended March 31, 2024, formatted in inline extensible business reporting language ~~(XBRL)~~(“Inline XBRL”): (i) ~~Document~~Cover Page Interactive Data and ~~Entity Information;~~ (ii) ~~unaudited Condensed Consolidated~~the Financial Statements ~~of Income~~included in Item 1.
104	Cover Page Interactive Data File (formatted in Inline XBRL and ~~Condensed Statements of Income for the~~ ~~three months ended December 31, 2017~~ ~~and 2016; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income and Condensed Statements of Comprehensive Income for the~~ ~~three months ended December 31, 2017~~ ~~and 2016; (iv) unaudited Condensed Consolidated Balance Sheets and Condensed Balance Sheets at~~ ~~December 31, 2017~~, ~~September 30, 2017, and~~ ~~December 31, 2016; (v) unaudited Condensed Consolidated Statements of Shareholders’ Equity and Condensed Statements of Shareholder’s Equity for the~~ ~~three months ended December 31, 2017~~ ~~and 2016; (vi) unaudited Condensed Consolidated Statements of Cash Flows and Condensed Statements of Cash Flows for the~~ ~~three months ended December 31, 2017~~ ~~and 2016, and (vii) combined Notes to Financial Statements. We also make available on our website~~included in the Interactive Data Files submitted asunder Exhibit ~~101 to this Quarterly Report.~~101).

* Incorporated herein by reference and made a part hereof. Spire Inc. file No. 1-16681. Spire Missouri Inc. File No. 1-1822.

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SIGNATURES

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



		Spire Inc.

Date:	~~February~~ May 1, ~~2018~~2024	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Spire Missouri Inc.

Date:	~~February~~ May 1, ~~2018~~2024	By:	/s/ ~~Steven P. Rasche~~Timothy W. Krick
			~~Steven P. Rasche~~ Timothy W. Krick
			Controller and Chief ~~Financial~~Accounting Officer
			(Authorized Signatory and ~~Principal Financial~~ Chief Accounting Officer)

		Spire Alabama Inc.

Date:	~~February~~ May 1, ~~2018~~2024	By:	/s/ ~~Steven P. Rasche~~Timothy W. Krick
			~~Steven P. Rasche~~ Timothy W. Krick
			Chief ~~Financial~~Accounting Officer
			(Authorized Signatory and ~~Principal Financial~~ Chief Accounting Officer)

58

66



~~[ X ]~~ ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~December~~March 31,~~, 2017~~ 2024
	OR	or
~~[ ]~~	☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to



Commission File Number	Name of Registrant, Address of Principal Executive Offices and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number

1-16681	Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504

1-1822	Spire Missouri Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	43-0368139

2-38960	Spire Alabama Inc. ~~2101 6th Avenue North~~ 605 Richard Arrington Blvd N Birmingham, AL 35203 205-326-8100	Alabama	63-0022000

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

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

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



Spire Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐
Spire Missouri Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐
Spire Alabama Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐



Spire Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐
Spire Missouri Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐
Spire Alabama Inc.	Yes ~~[ X ]~~☒	No ~~[ ]~~☐



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



Spire Inc.		~~[ ]~~ ☐
Spire Missouri Inc.		~~[ ]~~ ☐
Spire Alabama Inc.		~~[ ]~~ ☐



Spire Inc.	Yes ~~[ ]~~☐	No ~~[ X ]~~☒
Spire Missouri Inc.	Yes ~~[ ]~~☐	No ~~[ X ]~~☒
Spire Alabama Inc.	Yes ~~[ ]~~☐	No ~~[ X ]~~☒



Spire Inc.	Common Stock, par value $1.00 per share	~~48,344,121~~ 57,747,978
Spire Missouri Inc.	Common Stock, par value $1.00 per share (all owned by Spire Inc.)	~~24,577~~ 25,855
Spire Alabama Inc.	Common Stock, par value $0.01 per share (all owned by Spire Inc.)	1,972,052


GLOSSARY
~~TABLE OF CONTENTS~~					~~Page No.~~2

~~GLOSSARY~~				2

PART I. FINANCIAL INFORMATION

Item 1	Financial Statements (Unaudited):
	Spire Inc.
			Condensed Consolidated Statements of Income			4
			Condensed Consolidated Statements of Comprehensive Income			5
			Condensed Consolidated Balance Sheets			6
			Condensed Consolidated Statements of Shareholders’ Equity			8
			Condensed Consolidated Statements of Cash Flows			910
	Spire Missouri Inc.
			~~Condensed Statements of Income~~			10
		Condensed Statements of Comprehensive Income			11
			Condensed Balance Sheets			12
			Condensed Statements of Shareholder’s Equity			14
			Condensed Statements of Cash Flows			15
	Spire Alabama Inc.
			Condensed Statements of Income			16
			Condensed Balance Sheets			17
			Condensed Statements of Shareholder’s Equity			19
			Condensed Statements of Cash Flows			20
	Notes to Financial Statements
			Note 1. Summary of Significant Accounting Policies			21
			Note 2. Revenue		24
	Note 3. Earnings Per Common Share			2425
			Note ~~3. Regulatory Matters~~4. Shareholders ’ Equity			25
			Note ~~4. Financing Arrangements and Long-term Debt~~5. Regulatory Matters			2826
			Note 5.6. Financing		30
	Note 7. Fair Value of Financial Instruments			2831
			Note 6.8. Fair Value Measurements			3033
			Note ~~7. Concentrations of Credit Risk~~			33
		~~Note 8.~~9. Pension Plans and Other Postretirement Benefits			3336
			Note 9.10. Information by Operating Segment			3639
			Note ~~10.~~11. Commitments and Contingencies			3841
		~~Note 11. Income Taxes~~			41

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4244
Item 3	Quantitative and Qualitative Disclosures About Market Risk		63
Item 4	Controls and Procedures		63

PART II. OTHER INFORMATION
Item 1	Legal Proceedings		64
Item 1A	Risk Factors		64
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		64
Item 3	Defaults upon Senior Securities		64
Item 4	Mine Safety Disclosures		64
Item 5	Other Information		64
Item 6	Exhibits		65

SIGNATURES			66

APSC	Alabama Public Service Commission		PGA	Purchased Gas Adjustment

~~Item 3~~ ASC	~~Quantitative~~ Accounting Standards Codification		RSE	Rate Stabilization and ~~Qualitative Disclosures About Market Risk~~	55 Equalization

~~Item 4~~ Company	~~Controls~~ Spire and ~~Procedures~~ its subsidiaries unless the context suggests otherwise	55	SEC	U.S. Securities and Exchange Commission

~~PART II. OTHER INFORMATION~~

~~Item 1~~	~~Legal Proceedings~~					56

~~Item 2~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~					56

~~Item 6~~	~~Exhibits~~					57

~~SIGNATURES~~						58



~~APSC~~	~~Alabama Public Service Commission~~	~~O&M~~	~~Operation and maintenance expense~~
~~ASC~~	~~Accounting Standards Codification~~	~~PGA~~	~~Purchased Gas Adjustment~~
~~ASU~~	~~Accounting Standards Update~~	~~PRP~~	~~Potentially responsible party~~
Degree days	The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted	~~RSE~~ Spire	~~Rate Stabilization and Equalization~~ Spire Inc.
~~EPS~~	~~Earnings per share~~	~~SEC~~	~~US Securities and Exchange Commission~~
FASB	Financial Accounting Standards Board	Spire Alabama	Spire Alabama Inc.
~~FERC~~
FERC	Federal Energy Regulatory Commission	~~Spire Alabama~~	~~Spire Alabama Inc.~~
~~GAAP~~	~~Accounting principles generally accepted in the United States of America~~	Spire EnergySouth	Spire EnergySouth Inc., the parent of Spire Gulf and Spire Mississippi

GAAP	Accounting principles generally accepted in the United States of America	Spire Gulf	Spire Gulf Inc.

Gas Marketing	Segment including Spire Marketing, which ~~is engaged in the non-regulated marketing of~~provides natural gas marketing services	Spire Marketing	Spire Marketing Inc.

Gas Utility	Segment including the operations of the Utilities	Spire Mississippi	Spire Mississippi Inc.

GSA	Gas Supply Adjustment	Spire Missouri	Spire Missouri Inc.

ISRS	Infrastructure System Replacement Surcharge	Spire MoGas Pipeline	Spire MoGas Pipeline LLC, a 263-mile FERC-regulated natural gas pipeline, together with Omega Pipeline, a connected 75-mile gas distribution system in Missouri

Midstream	Segment including Spire Storage, Spire STL Pipeline and ~~related activities~~Spire MoGas Pipeline	Spire ~~Gulf~~STL Pipeline	Spire ~~Gulf Inc.~~STL Pipeline LLC, or the 65-mile FERC-regulated pipeline it constructed and operates to deliver natural gas into eastern Missouri
~~Gas Utility~~	~~Segment including the regulated operations of the Utilities~~
MoPSC	Missouri Public Service Commission	Spire ~~Marketing~~Storage	The physical natural gas storage operations of Spire ~~Marketing Inc.~~Storage West LLC and Spire Storage Salt Plains LLC
~~GSA~~	~~Gas Supply Adjustment~~	~~Spire Mississippi~~	~~Spire Mississippi Inc.~~
~~ISRS~~	~~Infrastructure System Replacement Surcharge~~	~~Spire Missouri~~	~~Spire Missouri Inc.~~
~~Missouri Utilities~~ MSPSC	~~Spire Missouri, including Spire Missouri East and Spire Missouri West, the utilities serving the Missouri region~~	~~Spire Missouri East~~	~~Spire Missouri’s eastern service territory~~
~~MMBtu~~	~~Million British thermal units~~	~~Spire Missouri West~~	~~Spire Missouri’s western service territory~~
~~MoPSC~~	~~Missouri Public Service Commission~~	~~TCJA~~	~~The Tax Cuts and Jobs Act of 2017~~
~~MSPSC~~	Mississippi Public Service Commission	USU.S.	United States
~~NYSE~~	~~New York Stock Exchange~~
O&M	Operation and maintenance expense	Utilities	Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth



	Three Months Ended December 31,
(In millions, except per share amounts)	2017			2016
Operating Revenues:
Gas Utility	$	541.9		$	472.3
Gas Marketing and other	19.9			22.8
Total Operating Revenues	561.8			495.1
Operating Expenses:
Gas Utility
Natural and propane gas	240.8			193.8
Operation and maintenance	97.9			99.4
Depreciation and amortization	40.3			37.7
Taxes, other than income taxes	36.7			33.4
Total Gas Utility Operating Expenses	415.7			364.3
Gas Marketing and other	41.0			41.7
Total Operating Expenses	456.7			406.0
Operating Income	105.1			89.1
Other Income	2.2			0.5
Interest Charges:
Interest on long-term debt	20.7			19.1
Other interest charges	3.7			3.0
Total Interest Charges	24.4			22.1
Income Before Income Taxes	82.9			67.5
Income Tax (Benefit) Expense	(33.1		)	22.3
Net Income	$	116.0		$	45.2

Weighted Average Number of Shares Outstanding:
Basic	48.2			45.5
Diluted	48.4			45.7
Basic Earnings Per Share	$	2.40		$	0.99
Diluted Earnings Per Share	$	2.39		$	0.99
Dividends Declared Per Share	$	0.5625		$	0.525

See the accompanying Notes to Financial Statements.



	December 31,			September 30,			December 31,
(Dollars in millions, except per share amounts)	2017			2017			2016
ASSETS
Utility Plant	$	5,351.7		$	5,278.4		$	4,893.2
Less: Accumulated depreciation and amortization	1,641.0			1,613.2			1,561.4
Net Utility Plant	3,710.7			3,665.2			3,331.8
Non-utility Property (net of accumulated depreciation and amortization of $8.6, $8.6 and $8.2 at December 31, 2017, September 30, 2017, and December 31, 2016, respectively)	105.3			52.0			19.7
Goodwill	1,171.6			1,171.6			1,161.4
Other Investments	66.3			64.2			61.9
Total Other Property and Investments	1,343.2			1,287.8			1,243.0
Current Assets:
Cash and cash equivalents	6.7			7.4			10.6
Accounts receivable:
Utility	333.6			140.5			310.4
Other	135.3			149.2			133.4
Allowance for doubtful accounts	(21.3		)	(18.3		)	(21.1		)
Delayed customer billings	7.5			3.4			5.3
Inventories:
Natural gas	171.6			194.9			161.9
Propane gas	12.0			12.0			12.0
Materials and supplies	21.3			18.9			16.6
Natural gas receivable	3.5			1.9			8.4
Derivative instrument assets	4.7			5.9			18.7
Unamortized purchased gas adjustments	77.9			102.6			52.2
Other regulatory assets	71.4			72.9			82.3
Prepayments and other	28.3			34.2			24.9
Total Current Assets	852.5			725.5			815.6
Deferred Charges:
Regulatory assets	716.6			791.1			786.4
Other	78.1			77.1			133.3
Total Deferred Charges	794.7			868.2			919.7
Total Assets	$	6,701.1		$	6,546.7		$	6,310.1



	Common Stock Outstanding					Paid-in Capital			Retained Earnings			AOCI*			Total Equity Attributable to Spire Shareholders			Noncon- trolling Interest		Total
(Dollars in millions)	Shares		Par			Paid-in Capital			Retained Earnings			AOCI*			Total Equity Attributable to Spire Shareholders			Noncon- trolling Interest		Total
Balance at September 30, 2016	45,650,642		$	45.6		$	1,175.9		$	550.9		$	(4.2	)	$	1,768.2		$	—	$	1,768.2
Net income	—		—			—			45.2			—			45.2			—		45.2
Dividend reinvestment plan	5,610		—			0.3			—			—			0.3			—		0.3
Stock-based compensation costs	—		—			1.7			—			—			1.7			—		1.7
Stock issued under stock-based compensation plans	110,136		0.1			(0.1		)	—			—			—			—		—
Employee’s tax withholding for stock-based compensation	(33,615	)	—			(2.1		)	—			—			(2.1		)	—		(2.1		)
Dividends declared	—		—			—			(24.0		)	—			(24.0		)	—		(24.0		)
Other comprehensive income, net of tax	—		—			—			—			7.4			7.4			—		7.4
Balance at December 31, 2016	45,732,773		$	45.7		$	1,175.7		$	572.1		$	3.2		$	1,796.7		$	—	$	1,796.7

Balance at September 30, 2017	48,263,243		$	48.3		$	1,325.6		$	614.2		$	3.2		$	1,991.3		$	—	$	1,991.3
Net income	—		—			—			116.0			—			116.0			—		116.0
Business combination	—		—			—			—			—			—			6.5		6.5
Dividend reinvestment plan	4,618		—			0.3			—			—			0.3			—		0.3
Stock-based compensation costs	—		—			1.9			—			—			1.9			—		1.9
Stock issued under stock-based compensation plans	105,434		0.1			(0.1		)	—			—			—			—		—
Employee’s tax withholding for stock-based compensation	(33,581	)	(0.1		)	(2.8		)	—			—			(2.9		)	—		(2.9		)
Dividends declared	—		—			—			(27.2		)	—			(27.2		)	—		(27.2		)
Other comprehensive loss, net of tax	—		—			—			—			(0.2		)	(0.2		)	—		(0.2		)
Balance at December 31, 2017	48,339,714		$	48.3		$	1,324.9		$	703.0		$	3.0		$	2,079.2		$	6.5	$	2,085.7

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.


				TABLE OF CONTENTS

			Page No.



As of December 31, 2017
Cash and cash equivalents	$	6.7	$	6.7	$	6.7	$	—
Short-term debt	583.6		583.6		—		583.6
Long-term debt, including current portion	2,135.5		2,280.1		—		2,280.1
As of September 30, 2017
Cash and cash equivalents	$	7.4	$	7.4	$	7.4	$	—
Short-term debt	477.3		477.3		—		477.3
Long-term debt, including current portion	2,095.0		2,210.3		—		2,210.3
As of December 31, 2016
Cash and cash equivalents	$	10.6	$	10.6	$	10.6	$	—
Short-term debt	506.4		506.4		—		506.4
Long-term debt, including current portion	2,071.3		2,258.1		—		2,258.1



	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of December 31, 2017
ASSETS
Gas Utility
US stock/bond mutual funds	$	19.5	$	4.0	$	—	$	—		$	23.5
NYMEX/ICE natural gas contracts	0.5		—		—		(0.5		)	—
Gas Marketing
NYMEX/ICE natural gas contracts	2.4		4.0		—		(6.1		)	0.3
Natural gas commodity contracts	—		7.7		—		(4.3		)	3.4
Total	$	22.4	$	15.7	$	—	$	(10.9	)	$	27.2
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	2.7	$	—	$	—	$	(2.7	)	$	—
Gas Marketing
NYMEX/ICE natural gas contracts	1.1		5.9		—		(7.0		)	—
Natural gas commodity contracts	—		8.9		0.4		(4.3		)	5.0
Other
Interest rate swaps	—		0.8		—		—			0.8
Total	$	3.8	$	15.6	$	0.4	$	(14.0	)	$	5.8



Missouri Utilities and Spire Alabama – Weather/volumetric usage	$	38.4
Missouri Utilities and Spire Alabama – Higher PGA/GSA gas cost recoveries	33.2
Missouri Utilities and Spire Alabama – Higher gross receipts taxes	3.5
Missouri Utilities – Higher ISRS	3.4
All other factors	3.6
Missouri Utilities – Off-system sales and capacity release	(16.8		)
Total Variation	$	65.3



Utilities – Weather/volumetric usage	$	7.9
Missouri Utilities – Higher ISRS	3.4
Missouri Utilities – Customer growth	0.3
All other factors	0.7
Total Variation	$	12.3



	Three Months Ended December 31,
Cash Flow Summary	2017			2016
Net cash provided by operating activities	$	17.9		$	10.3
Net cash used in investing activities	(126.7		)	(85.9		)
Net cash provided by financing activities	108.1			81.0



	Commercial Paper Borrowings	Revolving Credit Facility Borrowings	Total Short-term Borrowings
Three Months Ended December 31, 2017
Weighted average borrowings outstanding	$545.5	$0.3	$545.8
Weighted average interest rate	1.6%	2.8%	1.6%
Range of borrowings outstanding	$477.3 - $632.9	$0.0 - $25.0	$477.3 - $632.9
As of December 31, 2017
Borrowings outstanding	$583.6	$—	$583.6
Weighted average interest rate	2.0%	—%	2.0%



Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
October 1, 2017 - October 31, 2017	—	$—	—	—
November 1, 2017 - November 30, 2017	—	$—	—	—
December 1, 2017 - December 31, 2017	33,581	$81.75	—	—
Total	33,581	$81.75	—	—