UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~June 30, 2023~~March 31, 2024

☐

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. 605 Richard Arrington Blvd N Birmingham, AL 35203 205-326-8100	Alabama	63-0022000

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

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

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

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

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

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

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

Table of Contents

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

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

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

Spire Inc.		☐
Spire Missouri Inc.		☐
Spire Alabama Inc.		☐

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

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

The number of shares outstanding of each registrant’s common stock as of ~~July 31, 2023,~~April 28, 2024, was as follows:

Spire Inc.	Common Stock, par value $1.00 per share	~~52,603,138~~57,747,978
Spire Missouri Inc.	Common Stock, par value $1.00 per share (all owned by Spire Inc.)	~~25,325~~25,855
Spire Alabama Inc.	Common Stock, par value $0.01 per share (all owned by Spire Inc.)	1,972,052

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

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

Table of Contents

The interim financial statements included herein have been prepared by three separate registrants — Spire Inc. (“Spire” or the “Company”), Spire Missouri Inc. (“Spire Missouri”) and Spire Alabama Inc. (“Spire Alabama”) — without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the registrants’ combined Form 10-K for the fiscal year ended September 30, ~~2022.~~2023.

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

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

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire, Spire Missouri and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022~~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.

~~Certain information is presented by reportable segment, as described below. Effective during the~~ ~~first~~ ~~quarter of fiscal~~ ~~2023,~~ the Company changed its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. Specifically, Midstream, which was formerly included in Other, is now reported separately. The Company's historical segment disclosures have been recast to be consistent with the current presentation.

NATURE OF OPERATIONS – Spire has three reportable segments: Gas Utility, Gas Marketing, and 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. The Gas Utility segment is comprised of the operations of: Spire Missouri, serving St. Louis, Kansas City, and other areas in Missouri; Spire Alabama, serving central and northern Alabama; and the subsidiaries of Spire EnergySouth, serving the Mobile, Alabama area and south-central Mississippi. The Gas Marketing segment includes Spire’s largest gas-related business, Spire Marketing Inc. (“Spire Marketing”), which provides non-regulated natural gas services throughout the United States (U.S.). The Midstream segment includes Spire Storage, Spire STL Pipeline and Spire ~~STL~~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 10, Information by Operating Segment. Spire Missouri and Spire Alabama each have a single reportable segment.

The Company’s earnings are derived primarily 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.

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

As authorized by the Missouri Public Service Commission (MoPSC), the Mississippi Public Service Commission (MSPSC) and the Alabama Public Service Commission (APSC), the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 5, 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. Spire Missouri and Spire Alabama also participated in normal intercompany shared services transactions. Spire Missouri’s and Spire Alabama’s other transactions with affiliates are presented below:

RESTRICTED CASH AND OTHER INVESTMENTS – In Spire’s statement of cash flows for the period ended ~~June 30, 2023~~March 31, 2024, total Cash, Cash Equivalents, and Restricted Cash included ~~$19.7, $14.0~~$20.8, $20.2 and ~~$14.1~~$14.3 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of ~~June 30, 2023~~March 31, 2024, September 30, ~~2022~~2023, and ~~June 30, 2022,~~ 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 – AOn January 19, 2024, a subsidiary ~~of Spire~~ in ~~the~~Spire’s Midstream segment acquired aMoGas Pipeline, an interstate natural gas ~~storage facility~~pipeline, and Omega Pipeline, a connected gas distribution system in ~~northern Oklahoma, now named~~Missouri, to better serve customers in Missouri. MoGas interconnects with Spire ~~Storage Salt Plains LLC, on~~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 ~~April 1, 2023.~~ 75-mile natural gas distribution system within Fort Leonard Wood in south-central Missouri and is interconnected with the MoGas system. The ~~$37~~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 ~~has been fully~~was allocated entirely to ~~the assets acquired~~property, plant and ~~liabilities assumed~~equipment based on their estimated fair value at the acquisition date ~~consisting almost entirely of base gas~~ and ~~other~~recorded as non-utility property ~~plant and equipment, resulting in~~ no ~~goodwill. Accounting for this business combination is essentially complete, but the preliminary purchase price allocation remains subject to customary adjustments as provided~~ in the ~~purchase agreement.~~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.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES – Trade accounts receivable are recorded at the amounts due from customers, including unbilled amounts. Accounts receivable are written off when they are deemed to be 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 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 other businesses is based on a continuous evaluation of the individual counterparty risk and is not significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.

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

On ~~February 6, 2019,~~ ~~Spire entered into an~~Under Spire’s “at-the-market” (ATM) equity distribution agreement ~~supplemented~~and as authorized by its board of ~~May 14, 2019,~~ ~~pursuant to which~~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 2024, on December 11, 2023, 1,744,549 shares were settled, generating $112.2 of net proceeds. On ~~April 28, 2022,~~January 25, 2024, ~~Spire's~~Spire’s board approved a new authorization for the sale of additional shares with an aggregate offering price of up to $200.0 through ~~May 2025.~~January 2027.

~~Settled sales under this ATM program are included in “Common stock issued” in the Condensed Consolidated Statements of Shareholders’ Equity. Also, in~~In the second ~~and~~ ~~third~~ ~~quarters~~quarter of fiscal ~~2023,~~2024, Spire executed forward sale agreements for ~~228,690~~204,405 shares ~~and 2,087,231 shares, respectively,~~ of its common ~~stock. The~~ ~~third~~ ~~quarter forward sales included a block sale of 1,744,549 shares~~stock, which must be settled on or before ~~December 28, 2023.~~September 27, 2024. ~~All the other forward sales must be settled by the end of~~ ~~September~~ ~~2023.~~ ~~As of~~ ~~July 31, 2023,~~ noNo shares of common stock have been settled under the forward sale agreements. Had all shares under the forward agreements been settled as of ~~June 30, 2023,~~March 31, 2024, it would have generated net proceeds of ~~$149.7.~~$12.1.

In February 2021, Spire issued 3.5 million equity units, initially in the 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 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 ~~June 30, 2023,~~March 1, 2024, ~~under~~ the ~~ATM program, Spire~~ ~~may~~ ~~sell additional~~applicable market value was calculated to be $58.6809 per share, and after adjustment the holders were obligated to purchase 0.7845 shares ~~with~~of common stock. The Corporate Unit holders purchased an aggregate ~~offering price~~ of ~~up to $17.9.~~2,745,733 shares of common stock (net of fractional shares) for $175.0, settled on March 5, 2024.

As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of ~~June 30, 2023~~March 31, 2024, September 30, ~~2022~~2023, and ~~June 30, 2022~~March 31, 2023.

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

Like all the Company’s regulatory assets, these regulatory assets as of ~~June 30, 2023~~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 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, 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.

In ~~mid-~~ ~~February 2021,~~ the central U.S. experienced a period of unusually severe cold weather (“Winter Storm Uri”), and Spire Missouri implemented an Operational Flow Order (OFO) to preserve the integrity of its distribution system. During this time, Spire Missouri was required to purchase additional natural gas supply, both to ensure adequate supply for its firm utility customers, and to cover the shortfall created when ~~third~~-party marketers failed to deliver natural gas supply to its city gates on behalf of their customers. In accordance with its MoPSC-approved OFO tariff, Spire Missouri invoiced the cost of gas and associated penalties totaling $195.8 to non-compliant marketers and recorded accounts receivable. Recoveries collected are an offset to cost of natural gas for firm utility customers through the Purchased Gas Adjustment (PGA) and Actual Cost Adjustment (ACA), so are net income neutral to Spire Missouri. The ~~three~~ ~~largest counterparties did~~ ~~not~~ ~~remit payment when due, so Spire Missouri filed suit against them in federal court to recover the invoiced amounts. In late~~ ~~February 2022,~~ the parties to the OFO waiver suits agreed to a settlement in principle, pursuant to which marketers will reimburse Spire Missouri for the actual cost of its incremental gas purchases to serve marketers’ customers during Winter Storm Uri, so Spire Missouri reduced revenue, accounts receivable, cost of gas and regulatory liabilities by approximately $150 in the ~~second~~ ~~quarter of fiscal~~ ~~2022.~~ ~~The settlement, which reduced the total amount due from the~~ ~~three~~ ~~marketers to approximately $42, was approved by the MoPSC in late~~ ~~May 2022,~~ ~~and the marketers are making timely payments to Spire Missouri.~~

~~In the~~ ~~first~~ ~~quarter of fiscal~~ 2022, the MoPSC ~~approved Spire Missouri compliance tariffs with an effective date of~~ ~~December 23, 2021~~ consistent with its order in Spire Missouri's general rate case. These new tariffs were designed to increase Spire Missouri’s aggregate annual gross base rate revenues by $72.2, which includes $24.9 incremental and $47.3 already being collected through the Infrastructure System Replacement Surcharge (ISRS). The MoPSC required Spire Missouri to defer all non-operational overheads from ~~December 23, 2021~~ ~~through~~ ~~September 30, 2022~~ ~~into a regulatory asset totaling $42.8. On~~ ~~April 1, 2022,~~ Spire Missouri filed tariff sheets to initiate a new general rate case proceeding intended to address the deferred amounts, along with other matters. The parties reached a Full Unanimous Stipulation and Agreement (the “Stipulation”) to resolve all issues in the case, which was filed with the MoPSC on ~~November 4, 2022.~~ On ~~November 18, 2022,~~ ~~the Stipulation was approved, including authorization of $78.0 in new base rate revenue (including $19.0~~ ~~already being collected through ISRS) and recovery of deferred overheads through amortization of the related regulatory asset. New base rates became effective on~~ ~~December 26, 2022.~~

The ISRS allows Spire Missouri expedited recovery for its investment to replace qualifying components of its infrastructure without the necessity of a formal rate case. As noted above, 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. On~~ ~~April 20, 2023,~~ ~~the MoPSC approved an incremental annual ISRS revenue increase of $7.7, effective~~ ~~May 6, 2023,~~ ~~reflecting eligible pipe replacement from~~ ~~October 2022~~ ~~through~~ ~~February 2023.~~ On ~~June 20, 2023,~~ ~~Spire Missouri filed for an additional annual ISRS revenue increase of $14.2 based on actual replacements during~~ ~~March 2023~~ ~~through~~ ~~May 2023~~ ~~and estimates for~~ ~~June 2023~~ ~~through~~ ~~August 2023.~~ ~~A decision on this application is required by~~ ~~December 17, 2023.~~

The Utilities purchase the natural gas to be delivered to their customers and typically defer the recovery of this expense thereby lessening the immediate impact on customers’ bills of higher realized commodity costs. These deferred gas balances are expected to be recovered over the next 12 ~~months pursuant to tariff adjustments effective in Missouri (and Alabama). Spire Missouri filed Purchase Gas Adjustment (PGA) changes to its tariff in~~ ~~November~~ ~~and~~ ~~January~~ ~~which were approved and became effective~~ ~~November 29, 2022~~ ~~and~~ ~~January 19, 2023,~~ ~~respectively.~~

On ~~May 27, 2022,~~ ~~the MoPSC staff filed an ACA Review Recommendation and Report for the ACA period that~~ ~~first~~ includes transportation charges incurred by Spire Missouri for service on the Spire STL Pipeline. That report concluded that the transaction complied with Missouri affiliate transaction rules and was prudent, and it recommended no ~~disallowance of any Spire STL Pipeline related costs from the ACA mechanism. On~~ ~~July 11, 2022,~~ ~~Spire Missouri filed its response comments in support of the recommendation. The Missouri Office of the Public Counsel and Environmental Defense Fund (EDF) filed comments on~~ ~~July 29~~ ~~and~~ ~~August 1, 2022,~~ ~~respectively, raising concerns about the Spire STL Pipeline transaction, the ACA process itself, and other matters. On~~ ~~January 6, 2023,~~ ~~Spire Missouri filed a Partial Stipulation and Agreement resolving all other issues raised by the MoPSC staff in its Recommendation and Report. The partial stipulation was approved by the MoPSC on~~ ~~January 25, 2023,~~ ~~resulting in a $0.6 credit to the ACA balance, but issues relating to Spire STL Pipeline costs remained contested. On~~ ~~April 28, 2023,~~ MoPSC Staff and its consultant filed direct testimony confirming their position that the transaction was prudent and in compliance with Missouri affiliate transaction rules. EDF also filed direct testimony arguing Spire Missouri imprudently changed the physical manner in which it receives supply and created risk for customers, and advocating for a disallowance of $27.7 in the case. No ~~other parties filed direct testimony. MoPSC staff, Spire Missouri, and EDF have filed rebuttal and sur-rebuttal testimony. An evidentiary hearing on this matter was scheduled to be held~~ ~~July 25-~~~~26,~~~~2023;~~ ~~however, on~~ ~~July 21, 2023,~~ MoPSC suspended the procedural schedule in recognition that the parties had reached an agreement in principle to resolve the matter via settlement stipulation. The settlement stipulation is anticipated to be filed in early ~~August~~ ~~and will require approval by the MoPSC. We anticipate the stipulation to include non-monetary items and an increase in customer assistance program funding.~~

~~The MoPSC has~~ 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 ~~includes~~included the impact of a period of unusually severe cold weather in mid- February 2021 (“Winter Storm ~~Uri~~Uri”) on Spire ~~Missouri's~~Missouri’s natural gas portfolio. OnIn December ~~15,~~ 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. OnIn ~~July 12,~~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 ~~entered~~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 ~~scheduling order in this matter which includes several rounds~~total cumulative ISRS revenue of ~~pre-filed testimony prior to an evidentiary hearing~~$36.9, tentatively expected to be ~~held~~effective in ~~early~~ May2024.

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.

OnIn the ~~October 26, 2022,~~ 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 ~~ending~~ended September 30, 2023, ~~including net income~~ and a calculation of allowed return on average common equity (ROE). The budget reflected the start of amortization of the accumulated deferred income tax (ADIT) adjustment related to the Tax Cuts and Jobs Act of ~~2017~~ ~~(TCJA). New~~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 filed~~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 ~~2023,~~April 1, 2024, primarily attributable to ~~higher~~changes in natural gas commodity prices.

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

InOn October 26, 2022, Spire Gulf made its annual RSE ~~rate~~ filing ~~with the APSC based~~(based on its budget for fiscal 2023), which was reviewed by the APSC and the Alabama Attorney General’s Office (AGO) resulting in an ~~allowed ROE of 9.95%. The budget reflected the start of amortization of the excess ADIT from the TCJA. New rates designed to provide~~amended RSE filing made on December 21, 2022 reflecting an increase in annual ~~revenue increase~~revenues of $2.5 ~~became~~ effective January 1, 2023. Spire ~~Gulf filed its~~ Gulf’s April 30, 2023 RSE point of test ~~as of~~ ~~April 30, 2023~~ ~~with the APSC reflecting~~filing reflected that its projected ~~ROE~~return on average common equity (RCE) exceeded the allowed ~~ROE~~RCE, resulting in an ~~annual~~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, ~~which reflected an increase to annual revenues of $1.3. The~~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 ana $0.8 increase in annual ~~revenue increase of $0.8~~revenues through rates that became effective on January 1, 2023.

InSimilarly, on ~~August 2018,~~September 1, 2023, Spire Mississippi filed its RSA with the ~~FERC approved an order issuing Certificates of Public Convenience and Necessity (“FERC Certificates”)~~MSPSC for the rate year ended June 30, 2023, and the MSPSC, by its order dated December 14, 2023, approved a stipulation agreement between the Mississippi Public Utility Staff and Spire ~~STL Pipeline (~~ ~~“August 2018~~ ~~Order”). In~~ ~~November 2019,~~ ~~the FERC issued an Order~~Mississippi that provides for another $0.8 increase in annual revenues through rates that became effective on ~~Rehearing of the~~ ~~August 2018~~ ~~Order dismissing or denying the outstanding requests for rehearing filed by several parties, dismissing the request for stay filed by~~ ~~one~~ ~~party, and noting the withdrawal of the request for rehearing by another party. In~~ January ~~2020,~~ 1, 2024.~~two~~ ~~of the rehearing parties filed petitions for review of the FERC’s orders with the U.S. Court of Appeals for the District of Columbia Circuit (“DC Circuit”). On~~ ~~June 22, 2021,~~ ~~the DC Circuit issued an order vacating the FERC Certificates and remanding the matter back to the FERC for further action. On~~ ~~September 14, 2021~~ ~~and~~ ~~December 3, 2021,~~ ~~the FERC issued temporary certificates for the continued authorized operation of the Spire STL Pipeline pending the outcome of its determination on remand. On~~ ~~December 15, 2022,~~ ~~the FERC issued its order on remand reissuing permanent FERC Certificates for the continued operation of Spire STL Pipeline. On~~ ~~January 17, 2023,~~ ~~EDF requested rehearing of the~~ ~~December 15, 2022~~ ~~FERC order, but on~~ ~~February 17, 2023,~~ ~~that rehearing request was denied by operation of law. On~~ ~~April 20, 2023,~~ ~~the FERC issued an “Order Addressing Arguments Raised on Rehearing” in which it further clarified the rationale for denying EDF's rehearing request.~~ No ~~party filed a timely appeal of this denial in any federal appellate court. Accordingly, the FERC order reissuing permanent certificates for the Spire STL Pipeline is now final and unappealable.~~

Spire, Spire Missouri and Spire Alabama have a syndicated revolving credit facility pursuant to a loan agreement with 12 banks ~~which was amended~~ ~~July 22, 2022,~~ ~~to increase the commitment and sublimits and extend the agreement~~ through July 22, 2027. The ~~amended loan~~ agreement has an aggregate credit commitment of $1,300.0, including sublimits of $450.0 for the Spire holding company, $575.0 for Spire Missouri and $275.0 for Spire Alabama. These sublimits may be reallocated from time to time among the three borrowers within the ~~$1,300.0~~$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~~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~~borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on ~~June 30, 2023~~March 31, 2024, total debt was less than 65% of total capitalization for each borrower. There were no borrowings against this credit facility as of ~~June 30, 2023~~March 31, 2024.

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

On January ~~5, 2023,~~3, 2024, Spire Missouri entered into a short-term loan agreement with several banks for a ~~$250.0~~$200.0 unsecured term loan due October ~~5, 2023.~~3, 2024. Interest ~~was based on~~accrues at theone-month term secured overnight financing rate (“SOFR”) plus ana SOFR adjustment of 0.10% per annum plus a margin of ~~0.80%~~0.90% per annum. ~~The~~Spire Missouri repaid $50.0 of this loan ~~was repaid~~ on ~~May 8, 2023.~~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 ~~June 30, 2023~~March 31, 2024, ~~$375.2~~$319.8 of Spire’s CP Program borrowings was used to support lending to the Utilities.

In February 2024, Spire successfully remarketed on behalf of the selling securityholders the 2021 Series A 0.75% Remarketable Senior Notes due 2026, which were originally issued in February 2021 as a component of the 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 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 contain customary financial covenants and default provisions. As of ~~June 30, 2023~~March 31, 2024, there were no events of default under these financial covenants.

Interest expense shown on the statements of income is net of the capitalized interest amounts shown in the following table.

On ~~October 13, 2022,~~ ~~Spire Alabama issued $90.0 of notes due~~ ~~October 15, 2029,~~ ~~bearing interest at 5.32% and $85.0 of notes due~~ ~~October 15, 2032,~~ bearing interest at 5.41%. Interest is payable semi-annually. The notes are senior unsecured obligations and rank equal in right to payment with all other senior unsecured indebtedness of Spire Alabama. Also on ~~October 13, 2022,~~ ~~Spire Gulf issued $30.0 of~~ ~~first~~ ~~mortgage bonds due~~ ~~October 15, 2037,~~ ~~bearing interest at 5.61% payable semi-annually. The bonds rank equal in right to payment with the other~~ ~~first~~ ~~mortgage bonds issued by Spire Gulf. The bonds were issued under a supplemental indenture with collateral fall away provisions whereby, under certain conditions, Spire Gulf~~ ~~may~~ ~~elect to exchange the bonds, which are secured, for unsecured notes.~~

On ~~February 13, 2023,~~ ~~Spire Missouri issued $400.0 aggregate principal amount of its 4.800% Series First Mortgage Bonds due~~ ~~2033.~~ ~~Interest is payable semi-annually.~~ The notes are senior secured indebtedness of Spire Missouri and rank equally with all other existing and future senior secured indebtedness issued by Spire Missouri under its mortgage and deed of trust. The bonds are secured by a ~~first~~ ~~mortgage lien on substantially all of the real properties of Spire Missouri, subject to limited exceptions.~~

On ~~March 7, 2023,~~ ~~Spire issued $150.0 aggregate principal amount of its 5.80% Series~~ ~~2023~~ ~~Senior Notes due~~ ~~March 15, 2033.~~ ~~Interest is payable semi-annually. The notes are senior unsecured obligations of the Company.~~

~~In the quarter ended~~ ~~March 31, 2023,~~ ~~the company settled interest rate swap contracts with a notional amount of $325.0 and a realized gain of $39.5. This gain is being amortized against the interest expense related to the~~ 10~~-year debt issued during that quarter (described in the previous~~ ~~two~~ ~~paragraphs).~~

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 8, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of ~~June 30, 2023~~March 31, 2024, September 30, ~~2022~~2023, and ~~June 30, 2022~~March 31, 2023.

The information presented 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.

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 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. 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. There were no Level 3 balances as of ~~June 30, 2023~~March 31, 2024, September 30, ~~2022~~2023, ~~and~~or ~~June 30, 2022~~March 31, 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 Missouri and Spire Alabama have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Qualified plan assets are comprised of mutual and commingled funds consisting of U.S. equities with varying strategies, global equities, alternative investments, and fixed income investments.

The net periodic pension cost 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.”

Pursuant to the provisions of 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.~~losses. For the three and ~~nine~~six months ended ~~June 30,~~ March 31, 2024, no Spire plans 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 ~~settlement~~settlements resulted in a loss of $8.6 for Spire Alabama. ~~For the remeasurement, the discount rate for both of the Spire Alabama plans was updated to 5.6%, from 5.7% for~~ ~~one~~ ~~plan and 5.65% for the other plan, at~~ ~~September 30, 2022.~~ 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 ~~nine~~ ~~months ended~~ ~~June 30, 2023~~.

~~For the~~ ~~three~~ ~~months ended~~ ~~June 30, 2022,~~ ~~one~~ ~~Spire Missouri plan and~~ ~~two~~ Spire Alabama plans met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the remeasurement were $47.4 for the Spire Missouri plan and $3.6 for the Spire Alabama plans. The lump-sum settlement resulted in losses of $17.3 and $0.5 for Spire Missouri and Spire Alabama, respectively. For the remeasurement, the discount rate for the Spire Missouri plan was updated to 4.55% from 3.6% at ~~February~~ ~~28,~~~~2022,~~ ~~and the discount rates for the Spire Alabama plans were also updated to 4.55% from 3.6% at~~ ~~February 28, 2022.~~ ~~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, 13.0 years for the~~ ~~one~~ ~~plan and 11.1 years for the~~ ~~second~~ ~~plan. Therefore,~~ no ~~lump sum settlement expense was recorded in the period ended~~ ~~June 30, 2022.~~

~~For the~~ ~~three~~six months ended March 31, ~~2022,~~ 2023.~~one~~ ~~Spire Missouri plan and~~ ~~two~~ Spire Alabama plans met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the remeasurement were $21.6 for the Spire Missouri plan and $17.4 for the Spire Alabama plans. The lump-sum settlement resulted in losses of $6.8 and $4.9 for Spire Missouri and Spire Alabama, respectively. For the remeasurement, the discount rate for the Spire Missouri plan was updated to 3.6% from 3.0% at ~~September 30, 2021,~~ ~~and the discount rates for the Spire Alabama plans were updated to 3.6% from 3.0% for the~~ ~~first~~ ~~plan and 3.1% for the~~ ~~second~~ ~~plan at~~ ~~September 30, 2021.~~ ~~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,~~ ~~12.3~~ ~~years for the~~ ~~one~~ ~~plan and~~ ~~12.6~~ ~~years for the~~ ~~second~~ ~~plan. Therefore, no lump sum settlement expenses were recorded in the period ended~~ ~~March 31, 2022.~~

Effective December 23, 2021, the pension cost for Spire Missouri’s western territory ~~(Missouri West)~~(“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)~~(“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 ~~2023~~2024 contributions to Spire Missouri’s pension plans through ~~June 30, 2023~~March 31, 2024 were ~~$29.7~~$5.0 to the qualified trusts and none to non-qualified plans. Fiscal ~~2023~~2024 contributions to the Spire Alabama pension plans through ~~June 30, 2023~~March 31, 2024 were ~~$2.8.~~ No ~~additional c~~$5.4. Contributions totaling $16.6 to the qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal ~~2023.~~2024. Contributions to Spire Alabama’s pension plans for the remainder of fiscal ~~2023~~2024 are anticipated to be ~~$25.0.~~$11.0.

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, certain Spire Missouri 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.

The net periodic postretirement benefit 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 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.”

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

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been no contributions to the postretirement plans through ~~June 30, 2023~~March 31, 2024 for Spire Missouri or Spire Alabama, and none are expected to be required for the remainder of the fiscal year.

The Company has three reportable segments: Gas Utility, Gas Marketing, and 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. The Midstream segment includes Spire Storage, Spire STL Pipeline ~~a subsidiary of Spire providing interstate natural gas pipeline transportation services,~~ and Spire ~~Storage,~~MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of ~~Spire providing interstate and intrastate~~ natural ~~gas storage services.~~gas. Other components of the Company’s consolidated information include ~~Spire's~~Spire’s subsidiaries engaged in the operation of a propane pipeline and risk management, among other 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, Spire Alabama and Spire Storage, ~~sales of natural gas from Spire Missouri to Spire Marketing,~~ storage services from Spire Storage to Spire Missouri and Spire Marketing, and natural gas transportation services provided by Spire STL Pipeline and Spire MoGas Pipeline to Spire Missouri and Spire 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 fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions.

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

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through calendar 2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at ~~June 30, 2023~~March 31, 2024, are estimated at ~~$1,780.5, $1,351.8,~~$2,107.5, $1,553.2, and ~~$255.8~~$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.

In ~~May 2023,~~ Spire entered into an agreement to acquire MoGas Pipeline, an interstate natural gas pipeline, and Omega Pipeline, a connected gas distribution system, from CorEnergy Infrastructure Trust, Inc., for $175 cash, subject to customary working capital and other closing adjustments. Spire has received a request for additional information ("Second Request") from the Federal Trade Commission (FTC) with regard to this proposed acquisition. The Company intends to cooperate fully with the FTC regarding the Second Request and expects to close around the end of the calendar year subject to receiving FTC approval.

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 ~~June 30, 2023~~March 31, 2024, the remaining unfunded commitment was ~~$7.2.~~$4.6.

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

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

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

In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories, 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.

To date, costs incurred for all Spire MGP sites for investigation, remediation and monitoring 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 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 pay, and any insurance recoveries.

In 2020, Spire retained an outside consultant to conduct probabilistic cost modeling of its 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 former MGP sites. Spire Missouri and Spire Alabama have recorded their best estimates of the probable expenditures that relate to these matters. The amount remains immaterial, and Spire Missouri, 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.

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

In conjunction with redevelopment of the Carondelet Coke site, Spire Missouri and another former owner of the site entered into an agreement (the “Remediation Agreement”) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action (NFA) letter from the 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 property was divided into seven parcels, and MoDNR NFA letters have been received for six of the parcels. Remediation is ongoing on the last parcel.

In a letter dated June 29, 2011, the Attorney General for the State of Missouri informed Spire Missouri that the MoDNR had completed an investigation of the 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. Accordingly, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. 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 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) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site, Station B. Spire Missouri and the site owner notified the EPA that information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, in March 2017 Spire Missouri requested more information from the EPA. Spire Missouri 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 these MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri retains the right to seek potential reimbursements from them.

On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (FOIA) request to the EPA on April 3, 2015, 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 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, and Independence MGP #2. Source removal has been conducted at all the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MoDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the six sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request for the Joplin site. As part of its participation in the BVCP, Spire Missouri communicates regularly with the MoDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MoDNR approved the next phase of investigation at the Kansas City Station A Railroad area.

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. All are located in the state of Alabama.

In 2011, a 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 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.

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, and it is possible that final settlement amounts~~ ~~may~~ ~~materially differ from the current estimate.~~reached.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section analyzes the financial condition and results of operations of Spire Inc. (the “Company”), Spire Missouri Inc., and Spire Alabama Inc. Spire Missouri, Spire Alabama and Spire EnergySouth are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth (Spire Gulf and Spire Mississippi) are collectively referred to as the “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:

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

Certain information is presented by reportable segment, as described below. Effective during the first quarter of fiscal 2023, the Company changed its reportable segments to reflect changes in the way its chief operating decision maker evaluates the performance of its operations, develops strategy and allocates capital resources. Specifically, Midstream, which was formerly included in Other, is now reported separately. The Company's historical segment disclosures have been recast to be consistent with the current presentation.

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

Spire Missouri is Missouri’s largest natural gas distribution utility and is regulated by the MoPSC. Spire Missouri serves St. Louis, Kansas City, and other areas throughout the state. Spire Missouri purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy.

Spire Alabama is the largest natural gas distribution utility in the state of Alabama and is regulated by the APSC. Spire Alabama’s service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers, and other end users of natural gas. Spire Alabama also transports gas through its distribution system for certain large commercial and industrial customers for a transportation fee. Effective December 1, 2020, for most of these transportation service customers, Spire Alabama also purchases gas on the wholesale market for sale to the customer upon delivery to the Spire Alabama distribution system. All Spire Alabama services are provided to customers at rates and in accordance with tariffs authorized by the APSC.

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

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 U.S. (and into Canada), including customers inside and outside of the Utilities’ service areas. It holds firm transportation and storage contracts in order to effectively manage its transactions with counterparties, which primarily include producers, municipalities, electric and gas utility companies, and large commercial and industrial customers.

~~Spire's~~Spire’s midstream operations consist of Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”) ~~and~~, Spire STL Pipeline LLC (“Spire STL Pipeline”)., Spire MoGas Pipeline. Spire STL Pipeline ~~is a wholly owned subsidiary of Spire which~~ 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. Spire STL Pipeline’s~~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, on January 19, 2024. Spire Storage is engaged in the storage of natural gas 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 components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a propane pipeline and risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.

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

Net economic earnings and net economic earnings per share are non-GAAP measures that exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring 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 issuance, of any shares issued to finance such activities that have yet to be included in net economic earnings.

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

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

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 riders. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues, have no direct effect on operating income. Therefore, management believes that contribution margin is a useful supplemental measure, along with the remaining operating expenses, for assessing the Company’s and the Utilities’ performance.

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

* 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.

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

Select variances for the quarter ended ~~June 30, 2023~~March 31, 2024 compared to the quarter ended ~~June 30, 2022~~March 31, 2023 are summarized in the following table and discussed below.

The increase in interest expense reflects the ~~significant~~ increase in ~~short-term~~ interest rates on both short-term and ~~higher debt levels versus the prior year. Current year weighted-average short-term debt decreased, driven by timing of gas cost recoveries, but weighted-average~~long-term debt. Weighted-average short-term interest rates were ~~5.320%~~5.8% in the current-year quarter versus ~~1.18%~~5.0% in the prior-year quarter.

~~After removing the impact of the Non-Service Cost Postretirement Benefit Transfer (“NSC Transfer”) of $8.6, other~~Other income increased ~~$9.8. This increase was primarily~~$0.3 versus the ~~result of~~prior-year quarter as favorable mark-to-market valuations on unqualified retirement and investment trusts ~~and~~more than offset declining inventory carrying cost credits at Spire Missouri.

The ~~change~~increase in income taxes reflects ~~unfavorable income mix. Removing this impact,~~ the ~~change in income taxes is in line with the change~~increase in pre-tax book ~~income.~~income and mix.

For the quarter ended ~~June 30, 2023,~~March 31, 2024, Gas Utility net income was ~~$16.6 lower~~$4.8 higher than the corresponding prior-year period, reflecting ~~lower~~strong financial performance ~~across our utilities.~~of the Southeast Utilities, which more than offset the $6.9 decrease at Spire Missouri. Net economic earnings in the current year ~~was $16.5 lower~~were $4.1 higher than the prior year, which tracks the net income trend. These results are described in further detail below.

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

The primary driver of the current year increase in revenue was the $38.6 incremental impact of the Spire Alabama customer charge reset, in combination with off-system sales growth ~~was $24.8 in higher gas cost recoveries in the current-year period reflecting the higher average gas costs being passed through to customers, and a $5.1 increase from~~at Spire Missouri, ~~resulting from the impact of implementing the 2022 rate order.~~favorable RSE adjustments at Spire Alabama, and higher current year ISRS billings at Spire Missouri. These favorable impacts were partly offset by ~~lower volumetric usage across~~the impacts of weather in Spire Missouri’s territory. Lower weather-driven volumes in Spire Missouri reduced gas cost recoveries by $28.6 and ~~Spire Alabama (net of weather mitigation) totaling $10.6, $5.4 of unfavorable RSE adjustments at Spire Alabama, and a $4.1 decrease at Spire EnergySouth.~~customer usage by $8.6 in the current-year quarter.

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

Contribution margin ~~decreased~~increased $18.4 versus the prior-year ~~quarter, as~~quarter. Contribution margin benefited from the ~~$5.1~~$10.3 increase attributable to the implementation of the ~~2022~~Spire Alabama customer charge reset, the $6.4 favorable RSE adjustment at Spire Alabama, and $5.4 Spire Missouri ~~rate case order was~~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 mitigation) experienced by ~~$5.2 of unfavorable RSE adjustments at~~ Spire ~~Alabama (as described further~~Missouri in the ~~Spire Alabama section below) and a $1.7 decline at Spire EnergySouth.~~current-year quarter.

O&M expenses for the three months ended ~~June 30, 2023,~~March 31, 2024, were ~~$16.7~~$2.3 higher than the ~~prior year. Run-rate expenses increased $8.4 after removing the $8.3 impact of the NSC Transfer.~~prior-year quarter. The Gas Utility segment O&M increase reflects ~~approximately $6.0 due to the change in treatment of Spire Missouri general overheads that were being deferred~~higher employee and benefit costs in the ~~prior-year period, higher non-employee operations expense of $2.1 and higher customer experience expense of $1.5.~~current-year quarter. These unfavorable impacts were only partly offset by ~~lower employee-related expenses~~ongoing current-year efficiency initiatives that have lowered expense levels for non-payroll operations expense and ~~insurance expense.~~reduced outside service costs.

Taxes, other than income taxes, increased ~~$2.9,~~$0.3, primarily due to higher ~~gross receipt~~property and real estate taxes. Depreciation and amortization expenses for the quarter ended ~~June 30, 2023~~March 31, 2024 were ~~$3.6~~$5.2 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $2.8 to $38.3 primarily due to higher rates. The benefit of carrying cost credits decreased $1.5 quarter over quarter.

The $6.3 quarter-over-quarter decline in net economic earnings is primarily ~~the result of~~reflects favorable market conditions in the prior year that did not recur this year. Current year market conditions reflect the abundance of natural gas supplies and ~~higher storage~~warmer weather, which reduced commodity and ~~demand fees~~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 ~~combined with slightly higher~~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 ~~costs. Net income reflected these same variance drivers, partly mitigated by favorable~~expenses were relatively stable versus the prior year, with a $0.5 quarter-over-quarter ~~mark-to-market activity on open derivative contracts.~~increase.

Net income and net economic earnings for the Company’s Midstream segment for the quarter ended ~~June 30, 2023~~March 31, 2024 versus the prior-year quarter decreased ~~$1.2~~$0.4. This reduction in net income and ~~$0.7, respectively. Net income growth at~~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 ~~STL Pipeline were~~commitments. This decrease was mostly offset by ~~transaction expenses relating~~the incremental earnings related to the Spire Storage Salt Plains ~~acquisition, which were only partly offset by its operating results since acquisition.~~ (April 2023) and Spire MoGas (January 2024) acquisitions.

Revenues in the current quarter increased ~~$2.8~~$5.0 versus the prior-year quarter, ~~attributable primarily to the acquisition. Operating~~and O&M expenses increased by ~~$3.3~~$3.2 quarter-over-quarter, due primarily to ~~transaction~~timing of expenses and ~~operating expenses associated with~~current-year quarter including the impacts of the Spire Storage Salt ~~Plains.~~Plains and Spire MoGas acquisitions.

The Company’s other activities generated a ~~$7.4~~$10.7 loss in the three months ended ~~June 30, 2023, $2.6 higher than the~~March 31, 2024, in line with prior-year ~~quarter. The larger current-year loss was driven by~~quarter results, as higher interest expense in the current year ~~reflecting both higher borrowings and interest rates, combined with higher~~was offset by lower corporate costs.

Revenues for the quarter ended ~~June 30, 2023~~March 31, 2024 were ~~$17.1 higher~~$24.5 lower than the comparable prior-year period. ~~A key driver was~~Lower weather-driven volumes reduced gas cost recoveries by $28.6 and customer usage by $8.6 in the current-year quarter. These negative impacts were only partly offset by an increase ~~in gas recovery costs totaling $9.2. Further, $5.1~~ of ~~the increase was~~$7.8 attributable to ~~fiscal 2023 results including the impact of the 2022 rate order. Higher gross receipts taxes, combined with~~ higher off-system sales ~~contributed a $3.9 increase. These revenue growth drivers were only partially offset by~~and $5.4 incremental ISRS revenues in the ~~$1.0 reduction related to lower volume.~~current-year quarter.

Contribution margin for the three months ended ~~June 30, 2023 increased $4.1~~March 31, 2024 decreased $0.9 from the same period in the prior ~~year. The previously mentioned timing of the 2022 rate case implementation generated $5.1 incremental contribution that was only partly~~year, as ISRS billings and slightly higher margins on off-system sales and miscellaneous revenues were more than offset by the ~~$1.0 impact of lower volumes.~~ $8.6 usage decline primarily attributable to the warmer weather.

Degree days in Spire Missouri’s service areas during the three months ended ~~June 30, 2023~~March 31, 2024, ~~were 22.5%~~were 15.2% warmer than normal, and ~~24.8%~~2.1% warmer than the same period last year. Spire Missouri’s total system volume sold and transported were ~~219.4~~640.7 million centum (Latin for “~~hundred~~”“hundred”) cubic feet (CCF) for the quarter, compared with ~~243.2~~657.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were ~~10.3~~21.6 million CCF for the current-year quarter, compared with ~~1.1~~1.2 million CCF a year ago.

~~Reported~~ O&M expenses for the current-year quarter increased ~~$11.6~~$1.2 versus the ~~prior year. Run-rate expenses increased $4.7 after removing~~prior-year quarter. The increase reflects higher employee and benefit costs in the ~~$6.9 impact of the NSC Transfer. Lower bad debts and insurance expenses~~current-year quarter. These unfavorable impacts were ~~more than~~only partly offset by ~~$6.0 of~~ongoing current-year ~~general overheads~~efficiency initiatives that ~~were previously deferred.~~ 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 ~~$2.7~~$3.9 versus the prior-year quarter due to ongoing capital investments. Taxes, other than income taxes, ~~increased $2.1,~~decreased $1.4, primarily driven by ~~higher~~lower pass-through gross receipts taxes.

Other income ~~improved~~declined by ~~$7.5 after removing~~0.2 versus the ~~$6.9 impact due to the NSC Transfer. This variance is primarily attributable to increased inventory carrying cost credits and, to a lesser extent,~~prior-year quarter, as favorable mark-to-market valuations on unqualified retirement ~~trusts.~~trusts were more than offset by the decrease in inventory carrying cost credits of $1.5. Interest expense increased ~~$10.2,~~$3.1, primarily reflecting higher average short-term debt levels and higher short-term interest rates in the current ~~year and the $400 in long-term debt that was issued early in the current-year second quarter.~~year.

Resulting net income for the quarter ended ~~June 30, 2023~~March 31, 2024 decreased ~~$5.4~~$6.9 versus the prior-year quarter.

Operating revenues for the three months ended ~~June 30, 2023 decreased $2.6~~March 31, 2024 increased $41.2 from the same period in the prior year. The ~~change~~increase in operating revenue was principally due to ~~unfavorable weather/~~the $38.6 impact of the current year customer usage ~~impacts of $9.6, and a decrease in off-system sales totaling $3.6. Net unfavorable~~charge reset, combined with favorable RSE adjustments of $5.4 were the result of the timing of prior-year Cost Control Measure (CCM) benefit recognition more than offsetting the rate increase resulting from the current year rate order. For the quarter, these unfavorable$6.4. These favorable impacts were only partly offset by ~~the $15.6 increase attributable to~~a $4.4 decrease in gas cost recovery.

Contribution margin was ~~$4.9 lower~~$15.9 higher versus the prior-year quarter, ~~primarily~~ driven by ~~$5.2 unfavorable~~the customer usage charge reset benefit of $10.3 and $6.4 favorable net rate adjustments under the RSE ~~mechanism driven by the timing of the CCM benefit recognition resulting in an unfavorable variance of $8.2 that is expected to reverse in the fourth quarter of fiscal 2023, partially~~mechanism. This increase was slightly offset by ~~the $3.0 rate increase of the current year rate order.~~ a $0.9 decrease attributable to lower off-system sales.

As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended ~~June 30, 2023~~March 31, 2024, were ~~12.2% colder~~9.5% warmer than normal, ~~and 9.4%~~ ~~warmer~~but 25.0% colder than a year ago. ~~Despite warmer weather in the current-year quarter,~~ Spire Alabama’s total system volume sold and transported ~~were 237.0 million~~were 322.7 million CCF for the three months ended ~~June 30, 2023~~March 31, 2024, compared with ~~221.3~~295.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were ~~29.1~~7.4 million CCF for the current-year quarter, compared with ~~26.6~~13.4 million CCF off-system volume sold and transported in last ~~year's third~~year’s second quarter.

O&M expenses for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$4.2~~$0.9 versus the prior-year quarter ~~$3.1 after removing the NSC Transfer variance versus the prior-year quarter. The increase was primarily due to higher~~as lower non-employee operating expenses ~~combined with~~and reductions of outside service costs were offset by higher benefit costs and higher bad ~~debts~~debt expense.

Depreciation and amortization expenses were up ~~$0.6,~~$1.2, the result of continued investment in infrastructure upgrades. Interest expense for the current-year quarter ~~increased $3.5~~decreased $0.7 versus the prior-year quarter, primarily the result of ~~significantly~~lower short-term borrowings more than offsetting higher short-term interest ~~rates and to a lesser extent, higher levels of long-term debt.~~rates.

For the quarter ended ~~June 30, 2023,~~March 31, 2024, resulting net income ~~decreased $9.2~~increased $10.7 versus the prior-year quarter.

EARNINGS –~~NINE MONTHS ENDED~~ ~~June 30, 2023~~ six months ended March 31, 2024

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

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.

Taxes, other than income taxes, increased ~~$25.9, and were driven by $19.6 in higher pass-through gross receipts taxes, along with~~$2.0, primarily due to higher property ~~taxes resulting from the continued infrastructure build-out by the Utilities.~~and real estate taxes. Depreciation and amortization expenses for the ~~first half of fiscal 2023~~six months ended March 31, 2024 were ~~$12.4~~$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

~~Net income and~~

The $24.8 year-over-year decline in net economic earnings ~~reflect the strong operating results experienced in the current-year, driven by~~primarily reflects very favorable market conditions in the prior year that ~~allowed~~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 ~~to take advantage of regional basis differentials to optimize storage and transportation positions, only slightly offset by higher O&M costs associated with higher employee-related expenses.~~

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 ~~increased $1.3 and $1.8, respectively,~~ for the ~~year-to-date~~six months ended ~~June 30, 2023~~March 31, 2024 versus the prior-year ~~period. Strong net income performance at Spire Storage West reflecting optimized operational~~period decreased $3.3 and ~~withdrawal commitments that were partly offset by transaction expenses associated with~~$1.8, respectively. The benefits of the Spire Storage Salt Plains ~~acquisition, whose impacts are excluded from NEE.~~

~~The $7.8 increase~~and MoGas acquisitions were more than offset by the $4.0 reduction in ~~revenue~~net income and ~~contribution margin is attributable to the $5.6 growth~~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 ~~acquisition. The~~and MoGas offsetting lower Spire Storage West revenues attributable primarily to the previously mentioned more favorable market conditions in the prior year. O&M ~~increase of $3.7 is~~expenses increased by $6.0 year-over-year, due primarily to operating expenses associated with the ~~result of including Spire Storage Salt Plains operations and~~before-mentioned acquisitions, combined with transaction ~~fees.~~costs related to MoGas.

Other

The Company’s other activities generated a ~~$25.4~~$13.4 loss in the ~~nine~~six months ended ~~June 30, 2023, $7.4 higher~~March 31, 2024, $4.6 lower than the prior-year ~~corresponding~~ period. The ~~larger~~improved results were driven by the current-year ~~loss~~$8.2 gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was ~~driven by~~no longer probable of occurring, resulting in the discontinuation of hedge accounting. This gain more than offset higher interest expense ~~reflecting both higher borrowings~~ and ~~interest rates, combined with~~slightly higher corporate costs ~~offset partly by lower income tax expense.~~in the current year.

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Spire Missouri

	Nine Months Ended June 30,						Six Months Ended March 31,
	2023			2022			2024			2023
Operating Income [GAAP]	$	222.7		$	208.5		$	228.6		$	219.9
Operation and maintenance expenses		225.6			190.1			153.5			154.5
Depreciation and amortization		117.8			107.4			85.2			77.8
Taxes, other than income taxes		132.0			111.0			98.3			97.6
Less: Gross receipts tax expense		(86.6	)		(70.6	)		(66.5	)		(67.7	)
Contribution Margin [Non-GAAP]		611.5			546.4			499.1			482.1
Natural gas costs		887.9			538.8			736.3			782.4
Gross receipts tax expense		86.6			70.6			66.5			67.7
Operating Revenues	$	1,586.0		$	1,155.8		$	1,301.9		$	1,332.2
Net Income	$	145.6		$	135.1		$	162.2		$	159.4

Revenues for the ~~nine~~six months ended ~~June 30, 2023~~March 31, 2024 were ~~$430.2 higher~~$30.3 lower than the comparable prior-year period. A key driver was ~~an increase~~a decrease in gas recovery ~~costs~~(PGA) totaling ~~$353.1. Further, $59.7~~$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 ~~the increase was~~$22.9 attributable to ~~fiscal 2023 results including~~ the ~~cumulative impacts of the implementation~~impact of the 2022 rate order (new rates became effective the last week of December 2022) and 2021 rate orders. Higher gross receipts taxes contributed a $16.0 increase, and volume (net of weather mitigation) contributing $4.0 growth. These revenues growth drivers were only partially offset by lowerhigher off-system sales and ISRS of ~~$4.6.~~$6.9 and $5.6, respectively.

Contribution margin for the ~~nine~~six months ended ~~June 30, 2023~~March 31, 2024 increased ~~$65.1~~$17.0 from the same period in the prior ~~year, largely as a result of the~~year. The previously mentioned timing of the 2022 ~~and 2021~~ rate case ~~implementations generating $59.7~~implementation generated $22.9 incremental contribution combined with ~~favorable volumetric impacts~~$5.6 higher ISRSA more than offset the $13.6 impact of ~~$4.0.~~lower volumes.

Degree days in Spire Missouri’s service areas during the ~~nine~~six months ended ~~June 30, 2023~~March 31, 2024, were ~~9.6%~~16.7% warmer than normal, and ~~0.8%~~9.2% warmer than the same period last year. Spire Missouri’s total system volume sold and transported were ~~1,435.3~~1,090.4 million CCF for the ~~first nine months of this year,~~current-year period, compared with ~~1,439.7~~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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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 ~~14.2~~33.9 million CCF for the current year, compared with ~~17.6~~28.0 million CCF ~~a year ago.~~

Reported O&M expenses for the current year-to-date period increased $35.5 versus the prior year. Run-rate expenses increased $28.2 after removing the $7.3 impact of the NSC Transfer. The increase was largely due to approximately $18 of general overheads that were previously deferred and were not reflected in rates collected during the current year. The increase also reflects higher non-employee operations expense of $13.5 and higher bad debts expense of $2.7, partly offset by favorable insurance expense in the current year.

Other income was higher by $14.5, after removing the $7.3 due to the NSC Transfer. This variance is primarily attributable to increased inventory carrying cost credits, combined with favorable mark-to-market valuations on unqualified retirement trusts. Interest expense increased $28.1, primarily reflecting higher short-term interest rates and net long-term debt issuances in the current year.

~~Resulting net income for the nine months ended June 30, 2023 represents a $10.5 increase versus the prior-year period.~~

~~Table of Contents~~

~~Spire Alabama~~

Nine Months Ended June 30,

2023

2022

Operating Income [GAAP]
$ 119.4 $ 129.0
Operation and maintenance expenses
103.0 96.6
Depreciation and amortization
51.5 50.1
Taxes, other than income taxes
36.0 32.1
Less: Gross receipts tax expense
(25.5 ) (22.5 )
Contribution Margin [Non-GAAP]
284.4 285.3
Natural gas costs
173.9 138.6
Gross receipts tax expense
25.5 22.5
Operating Revenues
$ 483.8 $ 446.4
Net Income
$ 70.5 $ 85.1

Revenues for the nine months ended June 30, 2023 were $37.4 higher than the comparable prior-year period. A key driver was an increase in gas recovery costs totaling $66.0. Further, $4.0 of the increase was attributable to fiscal 2023 results including favorable adjustments under the RSE framework, despite reflecting an $8.2 unfavorable CCM benefit timing impact. Revenue in the current year also benefited $3.0 due to higher gross receipts taxes. These growth drivers were only partially offset by $34.9 unfavorable volume impacts (net of weather mitigation).

Contribution margin for the nine months ended June 30, 2023, decreased $0.9 from the same period in the prior year, as favorable RSE adjustments of $2.6 were more than offset by unfavorable volumetric impacts of $3.8. As previously noted, the net favorable RSE adjustments include an $8.2 unfavorable CCM benefit timing impact that is expected to reverse in the fourth quarter of 2023.

As measured in degree days, temperatures in Spire Alabama’s service area during the nine months ended June 30, 2023, were 18.8% warmer than normal and 10.7% warmer than a year ago. Spire Alabama’s total system volume sold and transported were 784.7 million CCF for the nine months ended June 30, 2023, compared with 793.8 million CCF for the same period in the prior year. Total off-system volume sold and transported ~~were 57.2 million CCF for the first nine months this year, compared with 26.7 million CCF for the~~in last year’s comparable ~~year-ago~~ period.

~~Reported~~ O&M expenses for ~~year-to-date fiscal 2023 increased $6.4~~the six months ended March 31, 2024 were flat versus the comparable prior-year ~~period. Run-rate~~period, as lower employee-related costs and lower non-employee operating expenses, ~~increased $5.0 after removing the $1.4 impact of the NSC Transfer. The increase was largely due to higher non-employee operations expense, a $1.6 increase in bad debts expense, partly~~were offset by ~~lower employee-related expenses.~~ higher insurance and bad debt expense.

Depreciation and amortization expenses were up ~~$1.4,~~$2.1, the result of continued investment in infrastructure upgrades. Interest expense for the ~~nine months ended June 30, 2023~~current-year period increased ~~$11.0~~$0.3 versus the prior-year period, primarily the result of ~~significantly~~ higher short-term interest ~~rates and, to a lesser extent, higher levels of long-term debt.~~

rates.

For the ~~nine~~six months ended ~~June 30, 2023,~~March 31, 2024, resulting net income ~~decreased $14.6~~increased $12.6 versus the prior-year period.

LIQUIDITY AND CAPITAL RESOURCES

Recent Cash Flows

	Nine Months Ended June 30,						Six Months Ended March 31,
Cash Flow Summary	2023			2022			2024			2023
Net cash provided by operating activities	$	404.1		$	204.6		$	559.4		$	179.9
Net cash used in investing activities		(516.4	)		(398.3	)		(583.9	)		(340.7	)
Net cash provided by financing activities		116.8			212.5			45.1			161.5

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For the ~~nine~~six months ended ~~June 30, 2023~~March 31, 2024, net cash from operating activities improved ~~$199.5~~$379.5 from the corresponding period of fiscal ~~2022.~~2023. The key drivers of the favorable change are ~~the $20.7 increase in net income (discussed above), coupled with changes related to~~ regulatory timing and ~~fluctuation~~fluctuations in working capital items, ~~(as~~as discussed below in the Future Cash Requirements ~~section).~~section, particularly the prior-year decreases in accounts payable and inventories and the current-year decrease in net regulatory assets.

For the ~~nine~~six months ended ~~June 30, 2023~~,March 31, 2024, net cash used in investing activities was ~~$118.1~~$243.2 greater than for the same period in the prior year. ~~As discussed in~~ ~~Note 1~~Payments for business acquisitions (net of ~~the Notes to Financial Statements in Item 1, Spire's Midstream segment acquired a natural gas storage facility, now named~~cash acquired) were $177.4 for MoGas this year and $37.1 for Spire Storage Salt Plains ~~for $37.0.~~last year. Total capital expenditures were ~~$80.8~~$101.5 higher than last year, with a ~~$48.2~~$22.2 spending increase in the Utilities and ~~a $37.1~~an $81.0 increase for ~~Spire~~Midstream (Spire Storage ~~partially offset by a $5.6 spending decline at Spire STL Pipeline.~~West expansion).

Lastly, for the ~~nine~~six months ended ~~June 30, 2023~~,March 31, 2024, net cash provided by financing activities decreased ~~$95.7~~ $116.4 versus the ~~nine~~six months ended ~~June 30, 2022. Current-year long-term~~March 31, 2023. In the first half of fiscal 2024, there was a $151.1 reduction of debt, ~~issuances were $755.0, or $455.0 higher than a year ago, and repayments of long-term~~while debt increased $247.3 in the ~~current-year period declined $24.6 compared to~~first half of fiscal 2023. The relative cash outflow of those changes was only partially offset by the ~~prior-year period. Offsetting a substantial portion of the higher net long-term debt issuances was a $517.1 net~~ increase in ~~repayments of short-term debt.~~stock issuance this year. Cash from the issuance of common stock in the current-year period ~~was $4.0, a decline~~included the $112.2 settlement of ~~$47.9 from the comparative period; see the discussion regarding Spire's~~ forward sales ~~of stock~~ under its ATM program and the $175 settlement of equity units, described in Note 4 of the Notes to Financial Statements in Item 1. ~~Finally, dividends paid on common stock rose $6.6~~ ~~in the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022.~~

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 ~~storage~~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 ~~June 30, 2023~~March 31, 2024, are related to capital expenditures, ~~business acquisitions,~~ principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. ~~Except for the issuance of debt described in~~ ~~Note 6~~ ~~and the business acquisition agreement described in the Commitments section of~~ ~~Note 11~~ ~~of the Notes to Financial Statements in Item 1, there~~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, ~~2022~~2023. Total Company capital expenditures are planned to be $~~700~~$800 for fiscal ~~2023.~~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 ~~June 30, 2023,~~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 ~~stable~~negative outlook (other than Moody’s ~~negative~~stable outlook for Spire ~~Alabama debt)~~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 ~~June 30, 2023.~~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 ~~June 30, 2023~~March 31, 2024, ~~including the current portion but excluding unamortized discounts and debt issuance costs,~~ Spire had outstanding principal of long-term debt totaling ~~$3,982.7,~~$3,751.1, of which ~~$2,048.0~~$1,798.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and ~~$229.7~~$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 ~~April~~December 2023, Spire Missouri has issued ~~$40.4~~$79.1 of common stock ~~a $250.0 term loan,~~ 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 ~~249,924~~230,971 and ~~244,715~~ 225,054 shares at ~~June 30, 2023~~March 31, 2024 and ~~July 31, 2023,~~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.

~~Spire has an~~For more information about the issuance of common stock, including Spire's “at-the-market” (ATM) equity distribution agreement ~~pursuant to which~~and the ~~Company may offer and sell, from time to time, shares~~settlement 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). In the second and third quarters of fiscal 2023, Spire executed forward sale agreements for a total of 2,315,921 shares, 1,744,549 of which must be settled on or before December 28, 2023 and 571,372 of which must be settled by the end of September 2023. Had all shares under the forward agreements been settled as of June 30, 2023, it would have generated net proceeds of $149.7. As of June 30, 2023, Spire may sell additional shares with an aggregate offering price of up to $17.9 under the current Board of Directors authorization expiring May 2025~~. For additional information about the ATM program,~~units, see Note 4, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.

~~Taking into account~~Including the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of ~~42%~~48% and ~~46%~~44% equity at ~~June 30, 2023~~March 31, 2024 and September 30, ~~2022~~2023, respectively.

ENVIRONMENTAL MATTERS

The Utilities and other Spire subsidiaries own and operate natural gas distribution, transmission and storage facilities, the operations of which are subject to various environmental laws, 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, 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, see Note 5, Regulatory Matters, of the Notes to Financial Statements in Item 1.

ACCOUNTING PRONOUNCEMENTS

The Company, Spire Missouri and Spire Alabama have evaluated or are in the process of evaluating the effects that recently issued accounting standards will have on the companies’ financial position or results of operations upon adoption, but none are currently expected to have a significant impact.

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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, 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 Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022,~~2023, and 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 ~~nine~~six months ended ~~June 30, 2023.~~March 31, 2024.

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 Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022.~~2023.

MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of ~~June 30, 2023,~~March 31, 2024, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022.~~2023.

Spire enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates. At ~~June 30, 2023,~~March 31, 2024, the following swaps were outstanding:

• From the first quarter of fiscal 2021, one swap contract remains outstanding. The remaining outstanding contract is a ten-year interest rate swap that has a notional amount of $50.0 with a fixed interest rate of 1.49180%. The Company recorded a $0.4 mark-to-market loss to accumulated other comprehensive income on the swap for the nine months ended June 30, 2023.

• From the second quarter of 2022, two swap contracts remain outstanding. Both contracts are ten-year interest rate swap contracts; the first swap has a notional amount of $75.o with a fixed interest rate of 1.6475%, while the second swap has a notional amount of $25.0 with a fixed interest rate of 1.746%. The Company recorded a $0.8 mark-to-market loss to accumulated other comprehensive income on these swaps for the nine months ended June 30, 2023.

• From the first quarter of fiscal 2023, one swap contract is outstanding. The remaining outstanding contract is a ten-year interest rate swap that has a notional amount of $50.0 with a fixed interest rate of 3.4480%. The Company recorded a $0.9 mark-to-market loss to accumulated other comprehensive income on this swap for the nine months ended June 30, 2023.

• In the second quarter of fiscal 2023, the Company entered into multiple two-year interest rate swap contracts with a cumulative total notional amount of $100.0 with fixed interest rates ranging from 3.385% to 3.685%. The Company recorded an $1.2 mark-to-market gain to accumulated other comprehensive income on these swaps for the nine months ended June 30, 2023.

• In the third quarter of fiscal 2023, the Company entered into two ten-year interest rate swap contracts with a cumulative total notional amount of $50.0 with fixed interest rates of 2.902% for the one contract and 3.018% for the other. The Company also entered into a thirty-year swap with a notional amount of $50.0 and a fixed interest rate of 2.747%%. The Company recorded an $3.1 mark-to-market gain to accumulated other comprehensive income on these swaps for the nine months ended June 30, 2023.

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 ~~June 30, 2023,~~March 31, 2024, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of ~~$21.9~~$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 ~~June 30, 2023,~~March 31, 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

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of legal proceedings, environmental matters and regulatory matters, see Note 11, Commitments and Contingencies, and Note 5, Regulatory Matters, of the Notes to Financial Statements in Item 1 of Part I.

Item 1A. Risk Factors

There were no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022.~~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

April 1, 2023 – April 30, 2023
— $ — — —
May 1, 2023 – May 31, 2023
�� 262 67.64 — —
June 1, 2023 – June 30, 2023
— — — —
Total
262 67.64 — —

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 ~~June 30, 2023,~~March 31, 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 ~~June~~ March 31, 2024~~30,~~~~2023,~~, 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
3.14.1	~~Bylaws of Spire Inc., as amended, effective~~Third Supplemental Indenture, dated as of ~~July 27, 2023;~~February 12, 2024, between Spire Inc. and Regions Bank, as successor Trustee to UMB Bank & Trust, N.A.; filed as Exhibit ~~3.1~~4.2 to ~~the Company's~~Spire Inc.’s Current Report on Form 8-K on February 12, 2024.
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 ~~July 28, 2023.~~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	Interactive Data Files including the following information from the Quarterly Report on Form 10-Q for the period ended ~~June 30, 2023,~~March 31, 2024, formatted in inline extensible business reporting language (“Inline XBRL”): (i) Cover Page Interactive Data and (ii) the Financial Statements included in Item 1.
104	Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).

* Incorporated herein by reference and made a part hereof. Spire Inc. file No. 1-16681. Spire Missouri Inc. File No. ~~1-16681.~~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:	~~August 2, 2023~~May 1, 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:	~~August 2, 2023~~May 1, 2024	By:	/s/ Timothy W. Krick
			Timothy W. Krick
			Controller and Chief Accounting Officer
			(Authorized Signatory and Chief Accounting Officer)

		Spire Alabama Inc.

Date:	~~August 2, 2023~~May 1, 2024	By:	/s/ Timothy W. Krick
			Timothy W. Krick
			Chief Accounting Officer
			(Authorized Signatory and Chief Accounting Officer)

6766

	*Three Months Ended June 30,*						*Nine Months Ended June 30,*					*Three Months Ended March 31,*				*Six Months Ended March 31,*
(In millions, except per share amounts)	*2023*			*2022*			*2023*		*2022*			*2024*		*2023*		*2024*		*2023*
Operating Revenues	$	418.5		$	448.0		$	2,355.9	$	1,884.3		$	1,128.5	$	1,123.4	$	1,885.1	$	1,937.4
Operating Expenses:
Natural gas		169.8			203.3			1,175.5		844.5			540.8		586.5		907.8		1,005.7
Operation and maintenance		125.5			102.3			389.7		331.9			137.8		132.1		268.5		264.2
Depreciation and amortization		64.3			60.4			189.0		176.2			68.9		62.6		135.9		124.7
Taxes, other than income taxes		46.9			44.1			179.2		153.3			82.4		81.9		135.1		132.3
Total Operating Expenses		406.5			410.1			1,933.4		1,505.9			829.9		863.1		1,447.3		1,526.9
Operating Income		12.0			37.9			422.5		378.4			298.6		260.3		437.8		410.5
Interest Expense, Net		46.7			29.3			137.5		85.4			52.2		47.2		102.8		90.8
Other Income (Expense), Net		6.3			(12.1	)		19.3		(8.1	)
(Loss) Income Before Income Taxes		(28.4	)		(3.5	)		304.3		284.9
Income Tax (Benefit) Expense		(6.8	)		(2.1	)		55.7		57.0
Net (Loss) Income		(21.6	)		(1.4	)		248.6		227.9
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			11.1		11.1			3.7		3.7		7.4		7.4
(Loss) income allocated to participating securities		(0.1	)		—			0.4		0.3
Net (Loss) Income Available to Common Shareholders	$	(25.2	)	$	(5.1	)	$	237.1	$	216.5
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		52.5			52.2			52.5		51.9			55.8		52.5		54.6		52.5
Diluted		52.5			52.2			52.6		52.0			55.9		52.6		54.7		52.6
Basic (Loss) Earnings Per Common Share	$	(0.48	)	$	(0.10	)	$	4.52	$	4.17
Diluted (Loss) Earnings Per Common Share	$	(0.48	)	$	(0.10	)	$	4.51	$	4.16
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

	*Three Months Ended June 30,*						*Nine Months Ended June 30,*						*Three Months Ended March 31,*						*Six Months Ended March 31,*
(In millions)	*2023*			*2022*			*2023*			*2022*			*2024*			*2023*			*2024*			*2023*
Net (Loss) Income	$	(21.6	)	$	(1.4	)	$	248.6		$	227.9
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		7.6			24.3			(2.2	)		38.2			9.1			(6.8	)		(6.3	)		(9.8	)
Amounts reclassified into regulatory liabilities		—			—			(17.5	)		—			—			(17.5	)		—			(17.5	)
Amounts reclassified into net income		(0.8	)		(0.2	)		(1.6	)		(0.9	)		(0.6	)		(0.5	)		(9.6	)		(0.8	)
Net gain (loss) on cash flow hedging derivative instruments		6.8			24.1			(21.3	)		37.3			8.5			(24.8	)		(15.9	)		(28.1	)
Net gain on defined benefit pension and other postretirement plans		—			0.2			0.2			0.4			—			0.1			0.1			0.2
Net unrealized gain (loss) on available for sale securities		0.1			(0.1	)		0.1			(0.3	)
Net unrealized gain on available for sale securities														—			—			0.1			—
Other Comprehensive Income (Loss), Before Tax		6.9			24.2			(21.0	)		37.4			8.5			(24.7	)		(15.7	)		(27.9	)
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income (Loss)		1.6			5.7			(5.0	)		8.8			2.0			(5.8	)		(3.7	)		(6.6	)
Other Comprehensive Income (Loss), Net of Tax		5.3			18.5			(16.0	)		28.6			6.5			(18.9	)		(12.0	)		(21.3	)
Comprehensive (Loss) Income	$	(16.3	)	$	17.1		$	232.6		$	256.5
Comprehensive Income													$	210.8		$	160.3		$	277.4		$	248.9

	*June 30,*			*September 30,*			*June 30,*			*March 31,*			*September 30,*			*March 31,*
(Dollars in millions, except per share amounts)	*2023*			*2022*			*2022*			*2024*			*2023*			*2023*
ASSETS
Utility Plant	$	8,016.7		$	7,664.9		$	7,549.7		$	8,480.3		$	8,210.1		$	7,892.4
Less: Accumulated depreciation and amortization		2,382.9			2,294.5			2,256.7			2,509.3			2,431.2			2,358.5
Net Utility Plant		5,633.8			5,370.4			5,293.0			5,971.0			5,778.9			5,533.9
Non-utility Property (net of accumulated depreciation and amortization of $65.7, $50.7 and $46.0 at June 30, 2023, September 30, 2022, and June 30, 2022, respectively)		582.7			491.4			476.9
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		102.5			87.8			90.5			105.3			102.6			131.3
Total Other Property and Investments		685.2			579.2			567.4			991.5			731.1			651.7
Current Assets:
Cash and cash equivalents		5.3			6.5			16.0			25.6			5.6			6.9
Accounts receivable:
Utility		245.9			210.8			266.1			398.5			192.4			453.7
Other		127.4			443.8			353.7			107.3			128.6			166.0
Allowance for credit losses		(34.7	)		(31.9	)		(32.6	)		(39.1	)		(32.5	)		(40.6	)
Delayed customer billings		58.6			21.3			45.4			54.8			22.0			85.6
Inventories:
Natural gas		184.9			371.8			250.8			159.0			223.7			146.8
Propane gas		8.6			8.6			8.6			8.6			8.6			8.6
Materials and supplies		49.6			41.9			40.9			47.2			47.2			48.9
Regulatory assets		93.3			355.4			152.0			116.9			348.3			143.0
Prepayments		55.1			41.1			55.0			34.1			48.2			32.5
Other		67.2			122.7			105.2			92.8			84.8			60.2
Total Current Assets		861.2			1,592.0			1,261.1			1,005.7			1,076.9			1,111.6
Deferred Charges and Other Assets:
Goodwill		1,171.6			1,171.6			1,171.6			1,171.6			1,171.6			1,171.6
Regulatory assets		1,421.2			1,112.4			1,205.6			1,272.7			1,249.2			1,316.7
Other		264.5			258.1			285.2			298.9			305.9			263.5
Total Deferred Charges and Other Assets		2,857.3			2,542.1			2,662.4			2,743.2			2,726.7			2,751.8
Total Assets	$	10,037.5		$	10,083.7		$	9,783.9		$	10,711.4		$	10,313.6		$	10,049.0

	*June 30,*		*September 30,*		*June 30,*		*March 31,*		*September 30,*		*March 31,*
	*2023*		*2022*		*2022*		*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 June 30, 2023, September 30, 2022, and June 30, 2022)	$	242.0	$	242.0	$	242.0
Common stock (par value $1.00 per share; 70.0 million shares authorized; 52.6 million, 52.5 million, and 52.5 million shares issued and outstanding at June 30, 2023, September 30, 2022, and June 30, 2022, respectively)		52.6		52.5		52.5
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		1,578.3		1,571.3		1,570.0		1,899.7		1,616.5		1,576.5
Retained earnings		1,028.4		905.5		949.2		1,155.3		958.0		1,089.5
Accumulated other comprehensive income		31.2		47.2		32.2		35.6		47.6		25.9
Total Shareholders' Equity		2,932.5		2,818.5		2,845.9		3,390.3		2,917.3		2,986.5
Temporary equity		17.7		13.1		15.0		10.3		16.5		18.8
Long-term debt (less current portion)		3,553.3		2,958.5		3,207.9		3,421.4		3,554.0		3,702.5
Total Capitalization		6,503.5		5,790.1		6,068.8		6,822.0		6,487.8		6,707.8
Current Liabilities:
Current portion of long-term debt		406.6		281.2		31.2		307.0		156.6		256.6
Notes payable		557.6		1,037.5		709.2		786.0		955.5		561.0
Accounts payable		196.3		617.4		581.2		193.4		253.1		232.3
Advance customer billings		7.6		18.7		7.6		6.1		20.9		6.8
Wages and compensation accrued		35.9		50.2		50.0		40.2		47.0		38.6
Customer deposits		27.7		28.2		28.6		29.4		27.7		28.3
Taxes accrued		88.5		90.1		76.8		82.6		104.1		79.9
Regulatory liabilities		5.5		3.7		3.2		25.1		7.3		5.3
Other		204.7		226.6		262.1		180.5		183.2		198.1
Total Current Liabilities		1,530.4		2,353.6		1,749.9		1,650.3		1,755.4		1,406.9
Deferred Credits and Other Liabilities:
Deferred income taxes		735.9		675.1		675.8		816.6		743.7		737.9
Pension and postretirement benefit costs		154.7		163.0		199.6		130.0		137.3		158.6
Asset retirement obligations		538.1		520.9		535.4		589.7		577.4		531.5
Regulatory liabilities		428.1		418.2		389.0		557.7		472.4		360.3
Other		146.8		162.8		165.4		145.1		139.6		146.0
Total Deferred Credits and Other Liabilities		2,003.6		1,940.0		1,965.2		2,239.1		2,070.4		1,934.3
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	10,037.5	$	10,083.7	$	9,783.9	$	10,711.4	$	10,313.6	$	10,049.0

	*Nine Months Ended June 30,*						*Six Months Ended March 31,*
(In millions)	*2023*			*2022*			*2024*			*2023*
Operating Activities:
Net Income	$	248.6		$	227.9		$	289.4		$	270.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		189.0			176.2			135.9			124.7
Deferred income taxes and investment tax credits		55.7			57.0			69.5			62.5
Changes in assets and liabilities:
Accounts receivable		284.1			9.1			(175.4	)		43.7
Inventories		179.3			4.9			64.8			218.2
Regulatory assets and liabilities		(18.0	)		(323.8	)		317.6			(35.5	)
Accounts payable		(405.6	)		180.3			(34.6	)		(372.9	)
Delayed/advance customer billings, net		(48.5	)		(60.8	)		(47.7	)		(76.3	)
Taxes accrued		(2.3	)		(2.2	)		(21.5	)		(10.8	)
Other assets and liabilities		(88.4	)		(70.1	)		(41.7	)		(50.6	)
Other		10.2			6.1			3.1			6.7
Net cash provided by operating activities		404.1			204.6			559.4			179.9
Investing Activities:
Capital expenditures		(483.3	)		(402.5	)		(409.3	)		(307.8	)
Business acquisition		(37.0	)		—
Business acquisitions, net of cash acquired								(177.4	)		(37.1	)
Other		3.9			4.2			2.8			4.2
Net cash used in investing activities		(516.4	)		(398.3	)		(583.9	)		(340.7	)
Financing Activities:
Issuance of long-term debt		755.0			300.0			175.0			755.0
Repayment of long-term debt		(31.2	)		(55.8	)		(156.6	)		(31.2	)
(Repayment) issuance of short-term debt, net		(479.9	)		37.2
Repayment of short-term debt, net								(169.5	)		(476.5	)
Issuance of common stock		4.0			51.9			286.8			3.6
Dividends paid on common stock		(112.5	)		(105.9	)		(80.5	)		(74.5	)
Dividends paid on preferred stock		(11.1	)		(11.1	)		(7.4	)		(7.4	)
Other		(7.5	)		(3.8	)		(2.7	)		(7.5	)
Net cash provided by financing activities		116.8			212.5			45.1			161.5
Net Increase in Cash, Cash Equivalents, and Restricted Cash		4.5			18.8			20.6			0.7
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		20.5			11.3			25.8			20.5
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	25.0		$	30.1		$	46.4		$	21.2

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(118.2	)	$	(80.2	)	$	(102.9	)	$	(80.5	)
Income taxes		(1.8	)		(0.7	)		(0.9	)		(1.4	)

TABLE OF CONTENTS

		Page No.

GLOSSARY		2

PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Spire Inc.
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Shareholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Spire Missouri Inc.
	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	25
	Note 4. ~~Shareholders'~~Shareholders ’ Equity	25
	Note 5. Regulatory Matters	26
	Note 6. Financing	3130
	Note 7. Fair Value of Financial Instruments	3231
	Note 8. Fair Value Measurements	3433
	Note 9. Pension Plans and Other Postretirement Benefits	3736
	Note 10. Information by Operating Segment	4039
	Note 11. Commitments and Contingencies	4341
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4644
Item 3	Quantitative and Qualitative Disclosures About Market Risk	6463
Item 4	Controls and Procedures	6463

PART II. OTHER INFORMATION
Item 1	Legal Proceedings	6564
Item 1A	Risk Factors	6564
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	6564
Item 3	Defaults upon Senior Securities	6564
Item 4	Mine Safety Disclosures	6564
Item 5	Other Information	6564
Item 6	Exhibits	6665

SIGNATURES		6766

APSC	Alabama Public Service Commission	PGA	Purchased Gas Adjustment

ASC	Accounting Standards Codification	RSE	Rate Stabilization and Equalization

Company	Spire and its subsidiaries unless the context suggests otherwise	SEC	U.S. Securities and Exchange Commission

Degree days	The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted	Spire	Spire Inc.

FASB	Financial Accounting Standards Board	Spire Alabama	Spire Alabama Inc.

FERC	Federal Energy Regulatory Commission	Spire EnergySouth	Spire EnergySouth Inc., the parent of Spire Gulf and Spire Mississippi

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

Gas Marketing	Segment including Spire Marketing, which 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 ~~STL~~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 Spire MoGas Pipeline	Spire STL Pipeline	Spire STL Pipeline LLC, or the 65-mile FERC-regulated pipeline it constructed and operates to deliver natural gas into eastern Missouri

~~Midstream~~	~~Segment including Spire Storage and Spire STL Pipeline~~	~~Spire Storage~~	~~The physical natural gas storage operations of Spire Storage West LLC and Spire Storage Salt Plains LLC~~

MoPSC	Missouri Public Service Commission	~~U.S.~~ Spire Storage	~~United States~~ The physical natural gas storage operations of Spire Storage West LLC and Spire Storage Salt Plains LLC

MSPSC	Mississippi Public Service Commission	~~Utilities~~ U.S.	~~Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth~~ United States

O&M	Operation and maintenance expense	Utilities	Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth

	Common Stock					Preferred		Paid-in			Retained									*Common Stock*					*Preferred*		*Paid-in*			*Retained*
(Dollars in millions)	Shares			Par		Stock		Capital			Earnings			AOCI*			Total			*Shares*			*Par*		*Stock*		*Capital*			*Earnings*			AOCI*			*Total*
Three Months Ended June 30, 2023:
Balance at March 31, 2023		52,593,433		$	52.6	$	242.0	$	1,576.5		$	1,089.5		$	25.9		$	2,986.5
Net loss		—			—		—		—			(21.6	)		—			(21.6	)
Dividend reinvestment plan		5,367			—		—		0.4			—			—			0.4
Stock-based compensation costs		—			—		—		1.4			—			—			1.4
Stock activity under stock-based compensation plans		(609	)		—		—		—			—			—			—
Employees’ tax withholding for stock-based compensation		(262	)		—		—		—			—			—			—
Temporary equity adjustment to redemption value		—			—		—		—			2.8			—			2.8
Dividends declared:
Common stock ($0.72 per share)		—			—		—		—			(38.6	)		—			(38.6	)
Preferred stock ($0.36875 per depositary share)		—			—		—		—			(3.7	)		—			(3.7	)
Other comprehensive income, net of tax		—			—		—		—			—			5.3			5.3
Balance at June 30, 2023		52,597,929		$	52.6	$	242.0	$	1,578.3		$	1,028.4		$	31.2		$	2,932.5

Nine Months Ended June 30, 2023:
Balance at September 30, 2022		52,494,543		$	52.5	$	242.0	$	1,571.3		$	905.5		$	47.2		$	2,818.5
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		—			—		—		—			248.6			—			248.6			—			—		—		—			204.3			—			204.3
Common stock issued		40,500			0.1		—		2.9			—			—			3.0			2,745,733			2.7		—		170.5			—			—			173.2
Dividend reinvestment plan		16,488			—		—		1.1			—			—			1.1			6,437			—		—		0.4			—			—			0.4
Stock-based compensation costs		—			—		—		4.3			—			—			4.3			—			—		—		1.5			—			—			1.5
Stock activity under stock-based compensation plans		64,077			—		—		—			—			—			—			16,810			—		—		—			—			—			—
Employees’ tax withholding for stock-based compensation		(17,679	)		—		—		(1.3	)		—			—			(1.3	)		(982	)		—		—		(0.1	)		—			—			(0.1	)
Temporary equity adjustment to redemption value		—			—		—		—			(0.2	)		—			(0.2	)		—			—		—		—			0.5			—			0.5
Dividends declared:
Common stock ($2.16 per share)		—			—		—		—			(114.4	)		—			(114.4	)
Preferred stock ($1.10625 per depositary share)		—			—		—		—			(11.1	)		—			(11.1	)
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		—			—		—		—			—			(16.0	)		(16.0	)		—			—		—		—			—			(12.0	)		(12.0	)
Balance at June 30, 2023		52,597,929		$	52.6	$	242.0	$	1,578.3		$	1,028.4		$	31.2		$	2,932.5
Balance at March 31, 2024																					57,741,692		$	57.7	$	242.0	$	1,899.7		$	1,155.3		$	35.6		$	3,390.3

	Common Stock				Paid-in			Retained						*Common Stock*				*Paid-in*			*Retained*
(Dollars in millions)	*Shares*		*Par*		*Capital*			*Earnings*			*Total*			*Shares*		*Par*		*Capital*			*Earnings*			*Total*
Three Months Ended June 30, 2023:
Balance at March 31, 2023		1,972,052	$	—	$	289.9		$	645.3		$	935.2
Three Months Ended March 31, 2024:
Balance at December 31, 2023															1,972,052	$	—	$	284.9		$	639.2		$	924.1
Net income		—		—		—			1.3			1.3			—		—		—			70.7			70.7
Return of capital to Spire		—		—		(3.0	)		—			(3.0	)		—		—		(5.5	)		—			(5.5	)
Balance at June 30, 2023		1,972,052	$	—	$	286.9		$	646.6		$	933.5
Dividends declared															—		—		—			(22.4	)		(22.4	)
Balance at March 31, 2024															1,972,052	$	—	$	279.4		$	687.5		$	966.9

Nine Months Ended June 30, 2023:
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			1,972,052	$	—	$	316.9		$	589.1		$	906.0
Net income		—		—		—			70.5			70.5			—		—		—			69.2			69.2
Return of capital to Spire		—		—		(30.0	)		—			(30.0	)		—		—		(27.0	)		—			(27.0	)
Dividends declared		—		—		—			(13.0	)		(13.0	)		—		—		—			(13.0	)		(13.0	)
Balance at June 30, 2023		1,972,052	$	—	$	286.9		$	646.6		$	933.5

Three Months Ended June 30, 2022:
Balance at March 31, 2022		1,972,052	$	—	$	322.9		$	611.2		$	934.1
Net income		—		—		—			10.5			10.5
Return of capital to Spire		—		—		(6.0	)		—			(6.0	)
Dividends declared		—		—		—			(8.0	)		(8.0	)
Balance at June 30, 2022		1,972,052	$	—	$	316.9		$	613.7		$	930.6

Nine Months Ended June 30, 2022:
Balance at September 30, 2021		1,972,052	$	—	$	328.9		$	552.6		$	881.5
Net income		—		—		—			85.1			85.1
Return of capital to Spire		—		—		(12.0	)		—			(12.0	)
Dividends declared		—		—		—			(24.0	)		(24.0	)
Balance at June 30, 2022		1,972,052	$	—	$	316.9		$	613.7		$	930.6
Balance at March 31, 2023															1,972,052	$	—	$	289.9		$	645.3		$	935.2

	*Spire*						*Spire Missouri*						*Spire Alabama*						*Spire*						*Spire Missouri*						*Spire Alabama*
Three Months Ended June 30,	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Three Months Ended March 31,																			*2024*			*2023*			*2024*			*2023*			*2024*			*2023*
Allowance at beginning of period	$	40.6		$	35.1		$	34.5		$	27.0		$	5.3		$	7.1		$	35.4		$	34.5		$	28.9		$	28.2		$	5.7		$	5.5
Provision for expected credit losses		1.2			1.9			0.3			1.8			0.8			—			7.9			8.2			6.2			7.3			1.4			0.5
Write-offs, net of recoveries		(7.1	)		(4.4	)		(6.1	)		(3.7	)		(0.8	)		(0.5	)		(4.2	)		(2.1	)		(3.1	)		(1.0	)		(0.9	)		(0.7	)
Allowance at end of period	$	34.7		$	32.6		$	28.7		$	25.1		$	5.3		$	6.6		$	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

*Spire Missouri*
Residential	$	171.7	$	171.1		$	1,142.3	$	947.3	$	532.9	$	570.0	$	921.7	$	970.6
Commercial and industrial		61.1		51.9			369.2		140.0		185.7		185.2		295.9		308.1
Transportation		7.1		7.1			26.1		26.4		10.1		9.9		19.1		19.0
Off-system and other incentive		6.0		4.5			15.6		20.3		12.3		4.5		16.4		9.6
Other customer revenue		3.8		3.2			10.1		9.1		5.0		4.3		7.5		6.3
Total revenue from contracts with customers		249.7		237.8			1,563.3		1,143.1		746.0		773.9		1,260.6		1,313.6
Changes in accrued revenue under alternative revenue programs		4.1		(1.1	)		22.7		12.7	20.5			17.1		41.3		18.6
Total Operating Revenues	$	253.8	$	236.7		$	1,586.0	$	1,155.8	$	766.5	$	791.0	$	1,301.9	$	1,332.2

*Spire Alabama*
Residential	$	56.7	$	56.2	$	288.1		$	266.2	$	169.3		$	135.1		$	253.7		$	231.4
Commercial and industrial		32.7		24.0		127.8			101.6		68.8			61.5			103.5			95.1
Transportation	18.9		17.4		59.0				57.5	24.0			20.8			44.8				40.1
Off-system and other incentive		2.2		5.6		6.3			6.6		0.7			1.7			3.0			4.1
Other customer revenue		0.8		1.5		2.7			4.2		0.7			0.7			1.6			1.9
Total revenue from contracts with customers		111.3		104.7		483.9			436.1		263.5			219.8			406.6			372.6
Changes in accrued revenue under alternative revenue programs		1.8		11.0		(0.1	)		10.3		(4.0	)		(1.5	)		(5.0	)		(1.9	)
Total Operating Revenues	$	113.1	$	115.7	$	483.8		$	446.4	$	259.5		$	218.3		$	401.6		$	370.7

	*Spire (Parent Only)*			*Spire Missouri*						*Spire Alabama*			*Spire*			*Spire (Parent Only)*			*Spire Missouri*						*Spire Alabama*			*Spire*
	CP			*Term*			*Spire*			*Spire*			*Consol-*			CP			*Term*			*Spire*			*Spire*			*Consol-*
	*Program*			*Loan*			*Note*			*Note*			*idated*			*Program*			*Loan*			*Note*			*Note*			*idated*
Nine Months Ended June 30, 2023
Six Months Ended March 31, 2024
Highest borrowings outstanding	$	1,282.0		$	250.0		$	656.9		$	274.0		$	1,482.0		$	1,135.0		$	200.0		$	643.6		$	132.5		$	1,275.0
Lowest borrowings outstanding		354.4			—			3.8			76.7			489.0			554.6			—			234.7			25.2			754.6
Weighted average borrowings		778.7			89.4			308.9			123.3			868.1			930.6			97.3			469.9			94.5			1,027.9
Weighted average interest rate		4.7	%		5.5	%		4.6	%		4.8	%		4.8	%		5.7	%		6.7	%		5.7	%		5.7	%		5.8	%
As of June 30, 2023
As of March 31, 2024
Borrowings outstanding	$	557.6		$	—		$	228.1		$	108.1		$	557.6		$	586.0		$	200.0		$	243.9		$	37.4		$	786.0
Weighted average interest rate		5.5	%		—	%		5.5	%		5.5	%		5.5	%		5.6	%		6.3	%		5.6	%		5.6	%		5.8	%
As of September 30, 2022
As of September 30, 2023
Borrowings outstanding	$	1,037.5		$	—		$	445.3		$	260.9		$	1,037.5		$	955.5		$	—		$	540.6		$	124.1		$	955.5
Weighted average interest rate		3.3	%		n/a			3.3	%		3.3	%		3.3	%		5.6	%		n/a			5.6	%		5.6	%		5.6	%
As of June 30, 2022
As of March 31, 2023
Borrowings outstanding	$	709.2		$	—		$	285.4		$	196.3		$	709.2		$	361.0		$	200.0		$	60.7		$	121.3		$	561.0
Weighted average interest rate		2.0	%		n/a			2.0	%		2.0	%		2.0	%		5.3	%		5.6	%		5.3	%		5.3	%		5.4	%

					*Classification of Estimated Fair Value*								*Classification of Estimated Fair Value*
	*Carrying Amount*		*Fair Value*		*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Carrying Amount*		*Fair Value*		*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*
Spire
As of June 30, 2023
As of March 31, 2024
Cash and cash equivalents	$	5.3	$	5.3	$	5.3	$	—	$	25.6	$	25.6	$	25.6	$	—
Notes payable		557.6		557.6		—		557.6		786.0		786.0		—		786.0
Long-term debt, including current portion		3,959.9		3,650.7		—		3,650.7		3,728.4		3,452.0		—		3,452.0
As of September 30, 2022
As of September 30, 2023
Cash and cash equivalents	$	6.5	$	6.5	$	6.5	$	—	$	5.6	$	5.6	$	5.6	$	—
Notes payable		1,037.5		1,037.5		—		1,037.5		955.5		955.5		—		955.5
Long-term debt, including current portion		3,239.7		2,851.8		—		2,851.8		3,710.6		3,270.2		—		3,270.2
As of June 30, 2022
As of March 31, 2023
Cash and cash equivalents	$	16.0	$	16.0	$	16.0	$	—	$	6.9	$	6.9	$	6.9	$	—
Notes payable		709.2		709.2		—		709.2		561.0		561.0		—		561.0
Long-term debt, including current portion		3,239.1		3,032.1		—		3,032.1		3,959.1		3,704.2		—		3,704.2

Spire Missouri
As of June 30, 2023
As of March 31, 2024
Notes payable									$	200.0	$	200.0	$	—	$	200.0
Notes payable – associated companies	$	228.1	$	228.1	$	—	$	228.1		243.9		243.9		—		243.9
Long-term debt, including current portion		2,035.1		1,890.2		—		1,890.2		1,786.2		1,649.4		—		1,649.4
As of September 30, 2022
Notes payable – associated companies	$	445.3	$	445.3	$	—	$	445.3
Long-term debt, including current portion		1,637.7		1,473.9		—		1,473.9
As of June 30, 2022
As of September 30, 2023
Cash and cash equivalents	$	7.0	$	7.0	$	7.0	$	—	$	0.8	$	0.8	$	0.8	$	—
Notes payable – associated companies		285.4		285.4		—		285.4		540.6		540.6		—		540.6
Long-term debt		1,637.4		1,562.4		—		1,562.4		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 June 30, 2023
As of March 31, 2024
Cash and cash equivalents	$	0.5	$	0.5	$	0.5	$	—	$	1.8	$	1.8	$	1.8	$	—
Notes payable – associated companies		108.1		108.1		—		108.1		37.4		37.4		—		37.4
Long-term debt		745.8		681.5		—		681.5		746.1		685.3		—		685.3
As of September 30, 2022
As of September 30, 2023
Cash and cash equivalents	$	2.4	$	2.4	$	2.4	$	—	$	1.2	$	1.2	$	1.2	$	—
Notes payable – associated companies		260.9		260.9		—		260.9		124.1		124.1		—		124.1
Long-term debt		571.5		485.0		—		485.0		745.9		648.0		—		648.0
As of June 30, 2022
As of March 31, 2023
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—	$	1.0	$	1.0	$	1.0	$	—
Notes payable – associated companies		196.3		196.3		—		196.3		121.3		121.3		—		121.3
Long-term debt		571.4		527.2		—		527.2		745.7		696.6		—		696.6

	*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Effects of Netting and Cash Margin Receivables /Payables*			*Total*		*Quoted Prices in Active Markets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Effects of Netting and Cash Margin Receivables /Payables*			*Total*
As of June 30, 2023
As of March 31, 2024
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	21.4	$	—	$	—		$	21.4	$	22.6	$	—	$	—		$	22.6
Gas Marketing:
NYMEX/ICE natural gas contracts		10.5		—		(10.5	)		—
Natural gas commodity contracts		35.8		—		(1.0	)		34.8
Other:
U.S. stock/bond mutual funds		31.4		—		—			31.4
Interest rate swaps		—		22.8		—			22.8
Total	$	99.1	$	22.8	$	(11.5	)	$	110.4
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	44.8	$	—	$	(44.8	)	$	—		3.7		—		(3.7	)		—
Gasoline and heating oil contracts		0.7		—		(0.7	)		—		—		0.1		(0.1	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		24.3		—		(24.3	)		—		8.6		—		(8.6	)		—
Natural gas commodity contracts		34.9		—		(1.0	)		33.9		—		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		—		0.8		—			0.8		—		29.0		—			29.0
Total	$	104.7	$	0.8	$	(70.8	)	$	34.7	$	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

	*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			Gas						Other, Net of						Gas		Gas						Other, Net of
Variances: Fiscal 2023 Versus Fiscal 2022	Utility			Marketing			Midstream			Eliminations			Consolidated
Variances: Fiscal 2024 Versus Fiscal 2023																Utility		Marketing			Midstream			Eliminations			Consolidated
Net Income	$	(16.6	)	$	0.2		$	(1.2	)	$	(2.6	)	$	(20.2	)	$	4.8	$	20.7		$	(0.4	)	$	—		$	25.1
Net Economic Earnings [Non-GAAP]		(16.5	)		(2.9	)		(0.7	)		(2.6	)		(22.7	)		4.1		(6.3	)		(0.4	)		—			(2.6	)
Operating Revenues		10.4			(41.0	)		2.8			(1.7	)		(29.5	)		18.2		(14.6	)		5.0			(3.5	)		5.1
Contribution Margin [Non-GAAP]		(2.5	)		0.9			2.8			0.1			1.3			18.4		28.1			4.4			0.1			51.0
Operation and Maintenance Expenses		16.7			1.0			3.3			2.2			23.2			2.3		0.5			3.2			(0.3	)		5.7
Interest Expense														17.4														5.0
Other Income														18.4														0.3
Income Tax														(4.7	)													8.5

Spire Missouri and Spire Alabama – Higher PGA/GSA rates (gas cost recovery)	$	24.8
Spire Missouri – 2022 rate order		5.1
Spire Missouri and Spire Alabama – Volumetric usage (including weather mitigation impact)		(10.6	)
Spire Alabama – RSE adjustments, net		(5.4	)
Spire EnergySouth		(4.1	)
All other factors		0.6
Total Variation	$	10.4

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

Spire Missouri and Spire Alabama – Higher PGA/GSA rates (gas cost recovery)	$	419.1
Spire Missouri – 2021 and 2022 rate case outcomes		59.7
Spire Missouri and Spire Alabama – Higher gross receipts taxes		19.0
Spire EnergySouth		9.4
Spire Missouri – Volumetric usage (including weather mitigation impact)		4.0
Spire Alabama – RSE adjustments, net		4.0
Spire Alabama – Volumetric usage (including weather mitigation impact)		(34.9	)
All other factors		(3.3	)
Total Variation	$	477.0

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