SPIRE ALABAMA INC
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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Jun 30, 2025 · Filed Aug 5, 2025
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Notes to Financial Statements
(Dollars in millions, except per share amounts)
- SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION– These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (“Spire” or the “Company”) presented on a consolidated basis, Spire Missouri Inc. (“Spire Missouri”) 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, 2024.
The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.
NATURE OF OPERATIONS– Spire hasthree 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 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 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, considering changes in debt issuance strategy due to the interest rate environment, 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:
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire Missouri | ||||
| Purchases of natural gas from Spire Marketing | $3.0 | $— | $11.2 | $10.6 |
| Transportation services received from Spire STL Pipeline | 8.0 | 7.9 | 23.9 | 24.4 |
| Transportation services received from Spire MoGas Pipeline | 1.6 | 1.7 | 5.3 | 3.1 |
| Sales of natural gas to Spire Marketing | — | 1.4 | 0.1 | 1.7 |
| Natural gas storage services from Spire Storage Salt Plains LLC | — | — | — | 0.7 |
| Spire Alabama | ||||
| Purchases of natural gas from Spire Marketing | $— | $— | $13.9 | $3.4 |
RESTRICTED CASH AND OTHER INVESTMENTS– In Spire’s statement of cash flows, total Cash, Cash Equivalents, and Restricted Cash included $35.0, $30.4 and $26.3 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of June 30, 2025, September 30, 2024, and June 30, 2024, respectively (in addition to amounts shown as “Cash and cash equivalents”). This restricted cash has been segregated and invested in debt securities in trust accounts based on collateral requirements for reinsurance at Spire’s risk management company.
BUSINESS COMBINATIONS– On January 19, 2024, a subsidiary in Spire’s Midstream segment acquired MoGas, an interstate natural gas pipeline, and Omega Pipeline, a connected gas distribution system in Missouri. MoGas interconnects with Spire STL Pipeline and other regional pipelines to deliver gas to Spire Missouri’s growing customer base in St. Charles, Franklin, and western St. Louis counties, among other utility, municipal, industrial and commercial customers. Omega owns and operates an approximately 75-mile natural gas distribution system within Fort Leonard Wood in south-central Missouri and is interconnected with the MoGas system. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The $176.1 purchase price was allocated almost entirely to property, plant and equipment based on their estimated fair value at the acquisition date and recorded as non-utility property in the consolidated balance sheet. The operating revenues and operating income of MoGas and Omega were not material to our consolidated results for thethree and nine months ended June 30, 2025.
ACCRUED CAPITAL EXPENDITURES– Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| Spire | $71.8 | $116.5 | $81.6 |
| Spire Missouri | 52.9 | 67.4 | 43.5 |
| Spire Alabama | 9.2 | 14.1 | 5.5 |
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.
| Spire | Spire Missouri | Spire Alabama | ||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Allowance at beginning of period | $36.8 | $39.1 | $29.6 | $32.0 | $6.1 | $6.2 |
| Provision for expected credit losses | 3.6 | 5.6 | 2.6 | 4.7 | 0.7 | 0.7 |
| Write-offs, net of recoveries | (6.6) | (11.5) | (4.3) | (10.1) | (1.7) | (1.2) |
| Allowance at end of period | $33.8 | $33.2 | $27.9 | $26.6 | $5.1 | $5.7 |
| Nine Months Ended June 30, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Allowance at beginning of period | $31.4 | $32.5 | $24.9 | $26.2 | $5.7 | $5.7 |
| Provision for expected credit losses | 17.6 | 17.6 | 13.3 | 14.5 | 3.5 | 2.4 |
| Write-offs, net of recoveries | (15.2) | (16.9) | (10.3) | (14.1) | (4.1) | (2.4) |
| Allowance at end of period | $33.8 | $33.2 | $27.9 | $26.6 | $5.1 | $5.7 |
- REVENUE
The following tables show revenue disaggregated by source and customer type.
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire | ||||
| Gas Utility: | ||||
| Residential | $212.0 | $232.2 | $1,302.9 | $1,454.5 |
| Commercial and industrial | 79.5 | 87.3 | 438.1 | 513.1 |
| Transportation | 30.9 | 30.3 | 102.9 | 99.7 |
| Off-system and other incentive | 17.0 | 9.6 | 51.2 | 29.0 |
| Other customer revenue | 5.6 | 6.5 | 19.3 | 20.2 |
| Total revenue from contracts with customers | 345.0 | 365.9 | 1,914.4 | 2,116.5 |
| Changes in accrued revenue under alternative revenue programs | 2.5 | 6.8 | 16.8 | 44.1 |
| Total Gas Utility operating revenues | 347.5 | 372.7 | 1,931.2 | 2,160.6 |
| Gas Marketing | 43.1 | 21.2 | 129.7 | 103.5 |
| Midstream | 42.2 | 32.5 | 114.1 | 68.9 |
| Other | 5.7 | 4.8 | 15.3 | 13.0 |
| Total before eliminations | 438.5 | 431.2 | 2,190.3 | 2,346.0 |
| Intersegment eliminations (see Note 10, Information by Operating Segment) | (16.6) | (17.1) | (48.0) | (46.8) |
| Total Operating Revenues | $421.9 | $414.1 | $2,142.3 | $2,299.2 |
| Spire Missouri | ||||
|---|---|---|---|---|
| Residential | $155.8 | $169.5 | $967.6 | $1,091.2 |
| Commercial and industrial | 46.9 | 52.6 | 288.4 | 348.5 |
| Transportation | 7.9 | 7.5 | 28.1 | 26.6 |
| Off-system and other incentive | 12.0 | 7.0 | 41.4 | 23.4 |
| Other customer revenue | 3.5 | 4.2 | 11.2 | 11.7 |
| Total revenue from contracts with customers | 226.1 | 240.8 | 1,336.7 | 1,501.4 |
| Changes in accrued revenue under alternative revenue programs | 4.0 | 8.0 | 22.5 | 49.3 |
| Total Operating Revenues | $230.1 | $248.8 | $1,359.2 | $1,550.7 |
| Spire Alabama | ||||
|---|---|---|---|---|
| Residential | $48.3 | $53.0 | $280.2 | $306.7 |
| Commercial and industrial | 24.7 | 26.9 | 116.1 | 130.4 |
| Transportation | 20.5 | 20.3 | 66.8 | 65.1 |
| Off-system and other incentive | 5.0 | 2.6 | 9.8 | 5.6 |
| Other customer revenue | 1.1 | 0.9 | 4.9 | 2.5 |
| Total revenue from contracts with customers | 99.6 | 103.7 | 477.8 | 510.3 |
| Changes in accrued revenue under alternative revenue programs | (0.8) | (0.2) | (6.2) | (5.2) |
| Total Operating Revenues | $98.8 | $103.5 | $471.6 | $505.1 |
Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Company, Spire Missouri, and Spire Alabama and billed to its customers. The expense amounts (shown in the table below) are reported gross in the “Taxes, other than income taxes” line in the statements of income, and corresponding revenues are reported in “Operating Revenues.”
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire | $19.6 | $22.4 | $101.6 | $113.5 |
| Spire Missouri | 13.9 | 16.3 | 73.3 | 82.8 |
| Spire Alabama | 5.0 | 5.3 | 24.1 | 26.3 |
- EARN INGS PER COMMON SHARE
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Basic Earnings Per Common Share: | ||||
| Net Income (Loss) | $20.9 | $(12.6) | $311.5 | $276.8 |
| Less: Provision for preferred dividends | 3.7 | 3.7 | 11.1 | 11.1 |
| Income allocated to participating securities | — | — | 0.4 | 0.4 |
| Income (Loss) Available to Common Shareholders | $17.2 | $(16.3) | $300.0 | $265.3 |
| Weighted Average Common Shares Outstanding (in millions) | 58.9 | 57.7 | 58.3 | 55.6 |
| Basic Earnings Per Common Share | $0.29 | $(0.28) | $5.14 | $4.77 |
| Diluted Earnings Per Common Share: | ||||
| Net Income (Loss) | $20.9 | $(12.6) | $311.5 | $276.8 |
| Less: Provision for preferred dividends | 3.7 | 3.7 | 11.1 | 11.1 |
| Income allocated to participating securities | — | — | 0.4 | 0.4 |
| Income (Loss) Available to Common Shareholders | $17.2 | $(16.3) | $300.0 | $265.3 |
| Weighted Average Common Shares Outstanding (in millions) | 58.9 | 57.7 | 58.3 | 55.6 |
| Dilutive Effect of forward sales of common stock, restricted stock and restricted stock units (in millions)* | 0.2 | — | 0.2 | 0.1 |
| Weighted Average Diluted Common Shares (in millions) | 59.1 | 57.7 | 58.5 | 55.7 |
| Diluted Earnings (Loss) Per Common Share | $0.29 | $(0.28) | $5.13 | $4.76 |
| * Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) forward sales of common stock, (2) stock units subject to performance or market conditions and (3) restricted stock, which could have a dilutive effect in the future | 0.1 | 0.4 | 0.1 | 0.4 |
|---|
- SHAR EHOLDERS’ EQUITY
ATM Program
Under Spire’s “at-the-market” (ATM) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Settled sales under this ATM program are included in “Common stock issued” in the Condensed Consolidated Statements of Shareholders’ Equity. Specifically in the first quarter of fiscal 2024, on December 11, 2023,1,744,549 shares were settled, generating $112.2 of net proceeds. On January 25, 2024, Spire’s board approved a new authorization for the sale of additional shares with an aggregate amount up to $200.0 through January 2027.
In the second and third quarters of fiscal 2024, Spire executed forward sale agreements for a total of 542,515 shares of its common stock, which were settled in December 2024, generating $32.4 of net proceeds. In the fourth quarter of fiscal 2024, Spire executed forward sale agreements for 663,619 shares of its common stock, which were settled in March 2025, generating proceeds of $42.4. As of June 30, 2025, there were no outstanding forward sales agreements.
As of June 30, 2025, under the ATM Program, Spire may sell additional shares with an aggregate amount up to $123.6.
- REGUL ATORY MATTERS
As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of June 30, 2025, September 30, 2024, and June 30, 2024.
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| Spire | 2025 | 2024 | 2024 |
| Regulatory Assets: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $1.2 | $28.9 | $58.0 |
| Other | 33.8 | 86.5 | 31.8 |
| Total Current Regulatory Assets | 35.0 | 115.4 | 89.8 |
| Noncurrent: | |||
| Pension and postretirement benefit costs | 236.4 | 237.5 | 243.2 |
| Cost of removal | 687.2 | 668.2 | 658.0 |
| Future income taxes due from customers | 155.0 | 150.7 | 149.0 |
| Energy efficiency | 63.7 | 61.0 | 59.1 |
| Unamortized purchased gas adjustments | — | 1.2 | — |
| Other | 151.1 | 133.2 | 173.5 |
| Total Noncurrent Regulatory Assets | 1,293.4 | 1,251.8 | 1,282.8 |
| Total Regulatory Assets | $1,328.4 | $1,367.2 | $1,372.6 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $44.0 | $42.3 | $33.3 |
| Other | 4.6 | 7.2 | 4.6 |
| Total Current Regulatory Liabilities | 48.6 | 49.5 | 37.9 |
| Noncurrent: | |||
| Deferred taxes due to customers | 103.7 | 114.2 | 117.5 |
| Pension and postretirement benefit costs | 261.1 | 232.9 | 192.3 |
| Accrued cost of removal | 138.3 | 133.6 | 135.4 |
| Unamortized purchased gas adjustments | 44.8 | 17.2 | 83.6 |
| Other | 34.1 | 37.6 | 18.7 |
| Total Noncurrent Regulatory Liabilities | 582.0 | 535.5 | 547.5 |
| Total Regulatory Liabilities | $630.6 | $585.0 | $585.4 |
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| Spire Missouri | 2025 | 2024 | 2024 |
| Regulatory Assets: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $— | $28.1 | $57.6 |
| Other | 8.7 | 55.9 | 5.4 |
| Total Current Regulatory Assets | 8.7 | 84.0 | 63.0 |
| Noncurrent: | |||
| Future income taxes due from customers | 147.2 | 142.7 | 140.8 |
| Pension and postretirement benefit costs | 172.5 | 166.5 | 177.5 |
| Energy efficiency | 63.7 | 61.0 | 59.1 |
| Unamortized purchased gas adjustments | — | 1.2 | — |
| Cost of removal | 91.4 | 97.0 | 97.0 |
| Other | 138.7 | 119.6 | 159.7 |
| Total Noncurrent Regulatory Assets | 613.5 | 588.0 | 634.1 |
| Total Regulatory Assets | $622.2 | $672.0 | $697.1 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $14.0 | $10.2 | $— |
| Total Current Regulatory Liabilities | 14.0 | 10.2 | — |
| Noncurrent: | |||
| Deferred taxes due to customers | 92.0 | 101.8 | 105.1 |
| Pension and postretirement benefit costs | 227.2 | 196.6 | 165.7 |
| Accrued cost of removal | 96.9 | 94.5 | 97.1 |
| Unamortized purchased gas adjustments | 44.8 | 17.2 | 83.6 |
| Other | 30.2 | 33.2 | 14.2 |
| Total Noncurrent Regulatory Liabilities | 491.1 | 443.3 | 465.7 |
| Total Regulatory Liabilities | $505.1 | $453.5 | $465.7 |
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| Spire Alabama | 2025 | 2024 | 2024 |
| Regulatory Assets: | |||
| Current: | |||
| Other | $13.2 | $19.2 | $14.7 |
| Total Current Regulatory Assets | 13.2 | 19.2 | 14.7 |
| Noncurrent: | |||
| Future income taxes due from customers | 1.6 | 1.8 | 1.8 |
| Pension and postretirement benefit costs | 61.8 | 68.2 | 62.3 |
| Cost of removal | 595.7 | 571.2 | 561.0 |
| Other | 0.5 | 0.8 | 0.9 |
| Total Noncurrent Regulatory Assets | 659.6 | 642.0 | 626.0 |
| Total Regulatory Assets | $672.8 | $661.2 | $640.7 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $29.3 | $30.9 | $32.2 |
| Other | — | 2.9 | — |
| Total Current Regulatory Liabilities | 29.3 | 33.8 | 32.2 |
| Noncurrent: | |||
| Pension and postretirement benefit costs | 23.0 | 25.1 | 16.4 |
| Other | 2.8 | 3.2 | 3.2 |
| Total Noncurrent Regulatory Liabilities | 25.8 | 28.3 | 19.6 |
| Total Regulatory Liabilities | $55.1 | $62.1 | $51.8 |
A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| Spire | |||
| Pension and postretirement benefit costs | $127.2 | $129.7 | $135.9 |
| Future income taxes due from customers | 153.4 | 148.9 | 147.1 |
| Unamortized purchased gas adjustments | — | 29.3 | 57.6 |
| Other | 111.7 | 132.5 | 132.3 |
| Total Regulatory Assets Not Earning a Return | $392.3 | $440.4 | $472.9 |
| Spire Missouri | |||
| Pension and postretirement benefit costs | $127.2 | $129.7 | $135.9 |
| Future income taxes due from customers | 147.2 | 142.7 | 140.8 |
| Unamortized purchased gas adjustments | — | 29.3 | 57.6 |
| Other | 111.7 | 132.5 | 132.3 |
| Total Regulatory Assets Not Earning a Return | $386.1 | $434.2 | $466.6 |
Like all the Company’s regulatory assets, these regulatory assets as of June 30, 2025 are probable of recovery 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 aboutone year. 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 (currently up to 2051). Spire Alabama does not have any regulatory assets that are not earning a return.
On November 12, 2024, the MoPSC approved a PGA decrease of approximately 30% for both the eastern and western service territories of Spire Missouri effective November 15, 2024 reflecting changes in natural gas commodity prices.
On November 25, 2024, Spire Missouri filed a general rate case with the MoPSC that included new proposed rates for its service areas. The case proposes an increase in base rates, reflecting recovery of system investments and operating costs necessary to maintain the safety and reliability of its natural gas distribution systems, as well as to support enhancements to customer service. On July 10, 2025, the parties reached a settlement agreement in principle and filed a joint motion to suspend the procedural schedule for the case which the Commission adopted on July 14, 2025. The parties subsequently filed a unanimous stipulation and agreement on August 4, 2025 detailing the material terms to settle all aspects of the case. The stipulation and agreement, if approved by the MoPSC, represents a base rate increase of $210.0. Spire is already recovering $72.6 from customers through ISRS for its eligible capital projects through February 2025, resulting in a net base rate increase request of $137.4. We do not expect terms of the agreement to impact any amounts previously recorded. The stipulation and agreement reflects rates based on a total rate base of $4,379.6, reflecting the significant investment made in infrastructure upgrades and other systems since Spire’s last general rate filing, and a 7.05% post-tax total rate of return for future ISRS purposes.
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. On January 17, 2025, Spire Missouri initiated an ISRS case reflecting eligible capital projects from September 2024 through February 2025 (including estimates for January and February). On April 17, the MoPSC Staff recommended an increase of $19.0, to which no party objected. The MoPSC authorized new rates to take effect on May 14, 2025 reflecting a total annual revenue of $72.6. All ISRS charges will be reset to zero once new base rates are established in the general rate case described above.
On November 1, 2023, Spire Missouri filed a revised tariff sheet docket (GR-2023-0217) for the Missouri East and Missouri West PGA rider covering the 2022-2023 period reflecting changes to its ACA. On December 13, 2024, the MoPSC staff issued its recommendation and memorandum in the case. Spire filed its response to the recommendations and proposed a settlement conference be held between the parties. The MoPSC approved a full and unanimous stipulation and agreement on March 26, 2025, with no material impact on historically reported results.
The Rate Stabilization and Equalization (RSE) mechanism, which requires Spire Alabama to file an annual rate review based on the utility’s budget for the upcoming fiscal year, was last renewed in 2022, and absent a Commission order modifying Spire Alabama’s tariff, the existing RSE terms shall continue in effect beyond September 30, 2025. Filings are reviewed by the APSC and Office of the Attorney General and approved by the APSC. Revenue requirements are calculated to include Spire Alabama’s anticipated cost of service in addition to an updated return on common equity (RCE) within the allowed range. Rates are set by allocating the revenue requirements among the volumes budgeted for each of Spire Alabama’s customer classes. In addition, the utility is subject to points of test to periodically measure whether fiscal year earnings are projected to be above the allowed RCE range. If so, a revenue adjustment and corresponding regulatory liability are recorded in the period the test was performed and the excess is returned to customers as stipulated by the APSC as a rate reduction commonly referred to as an “RSE giveback.”
In October 2023, Spire Alabama made its annual RSE rate filing presenting the utility’s budget for the fiscal year ended September 30, 2024, and new rates designed to provide an annualized revenue increase of $14.3 became effective January 1, 2024. At the September 30, 2024 point of test, the RCE was above the allowed range, and resulted in an annualized refund of $4.0 that was reflected in a rate reduction effective December 1, 2024. This refund was accrued for as an RSE giveback as of September 30, 2024.
On October 24, 2024, Spire Alabama made its annual RSE rate filing, presenting the utility’s preliminary budget for the fiscal year ending September 30, 2025. The final budget was filed and approved on November 26, 2024. The filing included an increase to the Company’s return on equity that was offset by cost reductions due to customer affordability efforts, and therefore no adjustment was required to base rates that went into effect on December 1, 2024. Based on results through December 31, 2024, Spire Alabama’s RCE for fiscal year 2025 was projected to be above the allowed range as of the March point of test, and a provision of $4.1 reducing revenue that was recorded in the first quarter in anticipation of an RSE giveback. Contribution margins in the second quarter of the fiscal year were lower than projected, and based on actual results through March 31, 2025, the March point of test for Spire Alabama, was in the allowed range. As a result, the provision recorded was reversed in the second quarter.
Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider which permits the pass-through to customers of changes in the cost of gas supply. In fiscal 2024 and 2025, GSA rate decreases were effective October 1, 2023, January 1, 2024, April 1, 2024, and October 1, 2024, primarily attributable to changes in natural gas commodity prices.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is affected by the following regulatory matters.
Spire Gulf operates under an RSE mechanism similar to that of Spire Alabama. In October 2023, Spire Gulf made its annual RSE filing, presenting the utility’s budget for the fiscal year ended September 30, 2024, and new rates designed to provide an annualized revenue increase of $2.7 became effective December 13, 2023. On October 25, 2024, Spire Gulf made its annual RSE rate filing, presenting the utility’s preliminary budget for the fiscal year ending September 30, 2025. The final budget was filed and approved on December 2, 2024, reflecting an approved increase in annual revenues of $1.3, with new rates effective December 4, 2024.
The Mississippi Public Service Commission (MSPSC) approved stipulation agreements between the Mississippi Public Utility Staff (MPUS) and Spire Mississippi that provided for increased annual revenues of $1.0 and $0.6 through rates effective on January 1, 2024 and 2025, respectively.
- FINA NCING
Short-term
Spire, Spire Missouri and Spire Alabama have a syndicated revolving credit facility pursuant to a loan agreement with 12 banks through October 11, 2029. The loan agreement has an aggregate credit commitment of $1,500.0, including sublimits of $525.0 for the Spire holding company, $700.0 for Spire Missouri and $275.0 for Spire Alabama. These sublimits may be reallocated from time to time among the three borrowers within the $1,500.0 aggregate commitment, with commitment fees and interest margins applied for each borrower relative to its credit rating. The Spire holding company may use its line to provide for the funding needs of various subsidiaries. The agreement also contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on June 30, 2025, total debt was less than 65% of total capitalization for each borrower. There wereno borrowings against this credit facility as of June 30, 2025.
Spire has a commercial paper program (“CP Program”) pursuant to which 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 $1,500.0. The notes may have maturities of up to 365 days from date of issue.
On January 3, 2024, Spire Missouri entered into a short-term loan agreement with several banks for a $200.0 unsecured term loan. Interest accrued at the one-month term secured overnight financing rate (“SOFR”) plus a SOFR adjustment of 0.10% per annum plus a margin of 0.90% per annum. Spire Missouri repaid $50.0 of this loan on April 5, 2024 and the remaining $150.0 balance on May 6, 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, 2025, $486.6 of Spire’s CP Program borrowings was used to support lending to the Utilities.
| Spire(Parent Only) · SpireMissouri · SpireAlabama · Spire | |||||
|---|---|---|---|---|---|
| CP | Term | Spire | Spire | Consol- | |
| Program | Loan | Note | Note | idated | |
| Highest borrowings outstanding | $1,223.0 | $— | $615.0 | $73.2 | $1,223.0 |
| Lowest borrowings outstanding | 896.0 | — | 299.5 | 1.2 | 896.0 |
| Weighted average borrowings | 1,058.7 | — | 485.9 | 42.1 | 1,058.7 |
| Weighted average interest rate | 4.5% | 0.0% | 4.8% | 4.8% | 4.5% |
| Borrowings outstanding | $1,009.5 | $— | $398.7 | $56.4 | $1,009.5 |
| Weighted average interest rate | 4.3% | 0.0% | 4.7% | 4.7% | 4.3% |
| Borrowings outstanding | $947.0 | $— | $495.3 | $48.4 | $947.0 |
| Weighted average interest rate | 5.2% | 0.0% | 5.2% | 5.2% | 5.2% |
| Borrowings outstanding | $771.0 | $— | $418.3 | $23.0 | $771.0 |
| Weighted average interest rate | 5.6% | 0.0% | 5.6% | 5.6% | 5.6% |
Long-term
The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of June 30, 2025, 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.
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire | $3.8 | $4.3 | $16.4 | $12.1 |
| Spire Missouri | 1.0 | 1.2 | 3.4 | 3.5 |
| Spire Alabama | 1.2 | 0.3 | 3.0 | 1.1 |
On May 1, 2025, Spire Missouri issued an aggregate principal amount of $150.0 of First Mortgage Bonds. The first tranche consisted of an aggregate principal amount of $90.0, bears interest at 4.88% per annum and matures on September 15, 2030. The second tranche consisted of an aggregate principal amount of $60.0, bears interest at 5.12% per annum and matures on September 15, 2032. Interest is payable semi-annually on March 15 and September 15 of each year. The bonds 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 the real properties of Spire Missouri, subject to limited exceptions. Spire Missouri used the proceeds for general corporate purposes.
- FAIR VALUE OF FINANCIAL INSTRUMENTS
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, 2025, September 30, 2024, and June 30, 2024.
| Classification of EstimatedFair Value | ||||
|---|---|---|---|---|
| CarryingAmount | FairValue | QuotedPrices inActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | |
| Spire | ||||
| Cash and cash equivalents | $13.1 | $13.1 | $13.1 | $— |
| Notes payable | 1,009.5 | 1,009.5 | — | 1,009.5 |
| Long-term debt, including current portion | 3,890.9 | 3,671.7 | — | 3,671.7 |
| Cash and cash equivalents | $4.5 | $4.5 | $4.5 | $— |
| Notes payable | 947.0 | 947.0 | — | 947.0 |
| Long-term debt, including current portion | 3,746.4 | 3,600.3 | — | 3,600.3 |
| Cash and cash equivalents | $7.4 | $7.4 | $7.4 | $— |
| Notes payable | 771.0 | 771.0 | — | 771.0 |
| Long-term debt, including current portion | 3,729.3 | 3,407.1 | — | 3,407.1 |
| Spire Missouri | ||||
| Notes payable – associated companies | $398.7 | $398.7 | $— | $398.7 |
| Long-term debt | 1,953.2 | 1,847.4 | — | 1,847.4 |
| Notes payable – associated companies | $495.3 | $495.3 | $— | $495.3 |
| Long-term debt | 1,803.4 | 1,736.9 | - | 1,736.9 |
| Cash and cash equivalents | $1.3 | $1.3 | $1.3 | $— |
| Notes payable – associated companies | 418.3 | 418.3 | - | 418.3 |
| Long-term debt, including current portion | 1,786.6 | 1,626.3 | — | 1,626.3 |
| Spire Alabama | ||||
| Cash and cash equivalents | $1.7 | $1.7 | $1.7 | $— |
| Notes payable – associated companies | 56.4 | 56.4 | — | 56.4 |
| Long-term debt, including current portion | 746.6 | 695.2 | — | 695.2 |
| Cash and cash equivalents | $1.5 | $1.5 | $1.5 | $— |
| Notes payable – associated companies | 48.4 | 48.4 | — | 48.4 |
| Long-term debt, including current portion | 746.3 | 711.8 | — | 711.8 |
| Cash and cash equivalents | $2.3 | $2.3 | $2.3 | $— |
| Notes payable – associated companies | 23.0 | 23.0 | — | 23.0 |
| Long-term debt | 746.2 | 674.4 | — | 674.4 |
- FAIR VALUE MEASUREMENTS
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 and bonds 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, 2025, September 30, 2024, or June 30, 2024. The Company’s 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 and bonds are included in “Other Investments” on the Company’s balance sheets. The mutual funds are included 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. Derivative instruments are included in the balance sheets in “Other” current or noncurrent assets or liabilities as applicable.
Spire
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $26.3 | $— | $— | $26.3 |
| NYMEX/ICE natural gas contracts | 5.1 | — | (5.1) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 8.6 | — | (8.6) | — |
| Natural gas commodity contracts | — | 46.6 | (2.1) | 44.5 |
| Other: | ||||
| U.S. stock/bond mutual funds | 31.5 | — | — | 31.5 |
| U.S. bonds | 18.0 | — | — | 18.0 |
| Global bonds | 4.5 | — | — | 4.5 |
| Interest rate swaps | — | 11.6 | — | 11.6 |
| Total | $94.0 | $58.2 | $(15.8) | $136.4 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $10.2 | $— | $(5.1) | $5.1 |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 14.0 | — | (14.0) | — |
| Natural gas commodity contracts | — | 16.4 | (2.1) | 14.3 |
| Total | $24.2 | $16.4 | $(21.2) | $19.4 |
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $24.3 | $— | $— | $24.3 |
| NYMEX/ICE natural gas contracts | 3.4 | — | (3.4) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 7.0 | — | (7.0) | — |
| Natural gas commodity contracts | — | 46.0 | (3.5) | 42.5 |
| Other: | ||||
| U.S. stock/bond mutual funds | 17.9 | — | — | 17.9 |
| U.S. bonds | 21.9 | — | — | 21.9 |
| Global bonds | 5.9 | — | — | 5.9 |
| Interest rate swaps | — | 0.8 | — | 0.8 |
| Total | $80.4 | $46.8 | $(13.9) | $113.3 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $13.6 | $— | $(3.8) | $9.8 |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 17.7 | — | (17.7) | — |
| Natural gas commodity contracts | — | 24.5 | (3.5) | 21.0 |
| Other: | ||||
| Interest rate swaps | — | 1.5 | — | 1.5 |
| Total | $31.3 | $26.0 | $(25.0) | $32.3 |
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $24.5 | $— | $— | $24.5 |
| NYMEX/ICE natural gas contracts | 4.8 | — | (4.8) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 6.1 | — | (6.1) | — |
| Natural gas commodity contracts | — | 53.9 | (2.8) | 51.1 |
| Other: | ||||
| U.S. stock/bond mutual funds | 30.7 | — | — | 30.7 |
| U.S. bonds | 14.4 | — | — | 14.4 |
| Global bonds | 1.4 | — | — | 1.4 |
| Interest rate swaps | — | 32.2 | — | 32.2 |
| Total | $81.9 | $86.1 | $(13.7) | $154.3 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $21.0 | $— | $(21.0) | $— |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 22.6 | — | (22.6) | — |
| Natural gas commodity contracts | — | 29.8 | (2.8) | 27.0 |
| Total | $43.6 | $29.8 | $(46.4) | $27.0 |
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| U.S. stock/bond mutual funds | $26.3 | $— | $— | $26.3 |
| NYMEX/ICE natural gas contracts | 5.1 | — | (5.1) | — |
| Total | $31.4 | $— | $(5.1) | $26.3 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $10.2 | $— | $(5.1) | $5.1 |
| Total | $10.2 | $— | $(5.1) | $5.1 |
| ASSETS | ||||
| U.S. stock/bond mutual funds | $24.3 | $— | $— | $24.3 |
| NYMEX/ICE natural gas contracts | 3.4 | — | (3.4) | — |
| Total | $27.7 | $— | $(3.4) | $24.3 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $13.6 | $— | $(3.8) | $9.8 |
| ASSETS | ||||
| U.S. stock/bond mutual funds | $24.5 | $— | $— | $24.5 |
| NYMEX/ICE natural gas contracts | 4.8 | — | (4.8) | — |
| Total | $29.3 | $— | $(4.8) | $24.5 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $21.0 | $— | $(21.0) | $— |
- PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
Spire and the Utilities maintain pension plans for their employees.
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. Service costs and regulatory adjustments are recorded in “Operation and maintenance” expenses while other components are presented in “Other Income, Net” in the income statement, except for Spire Alabama’s losses on lump-sum settlements. Such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire | ||||
| Service cost – benefits earned during the period | $4.4 | $3.9 | $13.2 | $11.8 |
| Interest cost on projected benefit obligation | 5.8 | 6.6 | 17.6 | 20.0 |
| Expected return on plan assets | (6.4) | (6.3) | (19.3) | (18.7) |
| Amortization of prior service credit | (1.2) | (1.1) | (3.5) | (3.4) |
| Amortization of actuarial loss | 1.6 | 1.6 | 4.8 | 4.8 |
| Loss on lump-sum settlements | — | 1.0 | — | 1.0 |
| Subtotal | 4.2 | 5.7 | 12.8 | 15.5 |
| Regulatory adjustment | 9.2 | 8.8 | 27.3 | 26.3 |
| Net pension cost | $13.4 | $14.5 | $40.1 | $41.8 |
| Spire Missouri | ||||
| Service cost – benefits earned during the period | $2.9 | $2.6 | $8.6 | $7.8 |
| Interest cost on projected benefit obligation | 3.9 | 4.7 | 11.9 | 14.2 |
| Expected return on plan assets | (4.4) | (4.3) | (13.2) | (12.8) |
| Amortization of prior service credit | (0.5) | (0.5) | (1.5) | (1.5) |
| Amortization of actuarial loss | 1.0 | 1.5 | 3.0 | 4.4 |
| Loss on lump-sum settlements | — | 1.0 | — | 1.0 |
| Subtotal | 2.9 | 5.0 | 8.8 | 13.1 |
| Regulatory adjustment | 7.4 | 6.2 | 22.2 | 18.8 |
| Net pension cost | $10.3 | $11.2 | $31.0 | $31.9 |
| Spire Alabama | ||||
| Service cost – benefits earned during the period | $1.4 | $1.2 | $4.1 | $3.5 |
| Interest cost on projected benefit obligation | 1.3 | 1.3 | 3.8 | 3.8 |
| Expected return on plan assets | (1.3) | (1.2) | (3.9) | (3.6) |
| Amortization of prior service credit | (0.7) | (0.6) | (1.9) | (1.8) |
| Amortization of actuarial loss | 0.6 | 0.2 | 1.8 | 0.7 |
| Subtotal | 1.3 | 0.9 | 3.9 | 2.6 |
| Regulatory adjustment | 1.5 | 2.3 | 4.4 | 6.8 |
| Net pension cost | $2.8 | $3.2 | $8.3 | $9.4 |
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. For thethree and nine months ended June 30, 2025, no plans met the criteria for settlement accounting.
For the three and nine months ended June 30, 2024, one Spire Missouri plan met the criteria for settlement recognition, requiring remeasurement of the obligation under the plan using updated census data and assumptions for discount rate and mortality. For the remeasurement, the discount rate for the plan was updated to 5.70% from 6.25% at September 30, 2023. Lump-sum payments recognized as settlements totaled $2.6, resulting in a $1.0 settlement loss.
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 2025 contributions to Spire Missouri’s pension plans through June 30, 2025 were $31.1 to the qualified trusts andnone to non-qualified plans. Fiscal 2025 contributions to the Spire Alabama pension plans through June 30, 2025 were $21.0. Contributions totaling $4.4 to the qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal 2025. Contributions to Spire Alabama’s pension plans for the remainder of fiscal 2025 are anticipated to be $2.8.
Other Postretirement Benefits
Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, 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. Service costs and regulatory adjustments are recorded in “Operation and maintenance” expenses while other components are presented in “Other Income, Net” in the income statement, except in the event Spire Alabama incurs losses on lump-sum settlements. Any such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Spire | ||||
| Service cost – benefits earned during the period | $1.1 | $1.2 | $3.2 | $3.3 |
| Interest cost on accumulated postretirement benefit obligation | 1.7 | 2.1 | 5.3 | 6.6 |
| Expected return on plan assets | (4.1) | (3.7) | (12.5) | (11.9) |
| Amortization of prior service cost | 0.1 | — | 0.1 | 0.2 |
| Amortization of actuarial gain | (1.5) | (1.2) | (4.5) | (3.3) |
| Subtotal | (2.7) | (1.6) | (8.4) | (5.1) |
| Regulatory adjustment | 1.1 | 0.1 | 3.4 | 0.6 |
| Net postretirement benefit income | $(1.6) | $(1.5) | $(5.0) | $(4.5) |
| Spire Missouri | ||||
| Service cost – benefits earned during the period | $0.9 | $0.9 | $2.6 | $2.7 |
| Interest cost on accumulated postretirement benefit obligation | 1.2 | 1.6 | 3.8 | 4.9 |
| Expected return on plan assets | (2.7) | (2.5) | (8.2) | (7.9) |
| Amortization of prior service cost | 0.1 | 0.1 | 0.2 | 0.4 |
| Amortization of actuarial gain | (1.3) | (1.0) | (3.9) | (2.8) |
| Subtotal | (1.8) | (0.9) | (5.5) | (2.7) |
| Regulatory adjustment | 1.5 | 0.6 | 4.7 | 1.9 |
| Net postretirement benefit income | $(0.3) | $(0.3) | $(0.8) | $(0.8) |
| Spire Alabama | ||||
| Service cost – benefits earned during the period | $0.2 | $0.2 | $0.6 | $0.5 |
| Interest cost on accumulated postretirement benefit obligation | 0.4 | 0.5 | 1.4 | 1.6 |
| Expected return on plan assets | (1.3) | (1.2) | (4.0) | (3.8) |
| Amortization of prior service credit | — | (0.1) | (0.1) | (0.2) |
| Amortization of actuarial gain | — | — | (0.1) | (0.1) |
| Subtotal | (0.7) | (0.6) | (2.2) | (2.0) |
| Regulatory adjustment | (0.5) | (0.5) | (1.4) | (1.4) |
| Net postretirement benefit income | $(1.2) | $(1.1) | $(3.6) | $(3.4) |
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. For the quarter and nine months ended June 30, 2025, contributions totaling $2.5 were made at Spire Missouri, and there have beenno contributions to the postretirement plans for Spire Alabama. For both Spire Missouri and Spire Alabama, no further contributions are expected to be required for the remainder of the fiscal year.
- INFORMATION BY OPERATING SEGMENT
The Company hasthree 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 and Spire MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of natural gas. Other components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a natural gas liquids 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, 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 adjusted earnings. Adjusted 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.
| GasUtility | GasMarketing | Midstream | Other | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Revenues from external customers | $347.5 | $43.1 | $30.2 | $1.1 | $— | $421.9 |
| Intersegment revenues | — | — | 12.0 | 4.6 | (16.6) | — |
| Total Operating Revenues | 347.5 | 43.1 | 42.2 | 5.7 | (16.6) | 421.9 |
| Depreciation and amortization expense | 70.0 | 0.2 | 5.4 | 0.1 | — | 75.7 |
| Interest expense | 33.2 | — | 4.1 | 23.5 | (10.9) | 49.9 |
| Income tax (benefit) expense | (3.0) | 7.3 | 3.5 | (4.8) | — | 3.0 |
| Adjusted (loss) earnings | (10.0) | 5.3 | 16.2 | (7.4) | — | 4.1 |
| Capital expenditures | 205.9 | — | 15.3 | — | (0.7) | 220.5 |
| Revenues from external customers | $371.3 | $21.2 | $21.3 | $0.3 | $— | $414.1 |
|---|---|---|---|---|---|---|
| Intersegment revenues | 1.4 | — | 11.2 | 4.5 | (17.1) | — |
| Total Operating Revenues | 372.7 | 21.2 | 32.5 | 4.8 | (17.1) | 414.1 |
| Depreciation and amortization expense | 66.7 | 0.3 | 4.2 | 0.2 | — | 71.4 |
| Interest expense | 34.9 | — | 1.7 | 22.3 | (10.1) | 48.8 |
| Income tax (benefit) expense | (0.9) | (1.1) | 3.6 | (4.7) | — | (3.1) |
| Adjusted (loss) earnings | (11.0) | 1.0 | 13.9 | (8.2) | — | (4.3) |
| Capital expenditures | 189.2 | — | 33.1 | — | (0.1) | 222.2 |
| GasUtility | GasMarketing | Midstream | Other | Eliminations | Consolidated | |
|---|---|---|---|---|---|---|
| Revenues from external customers | $1,931.1 | $129.7 | $79.6 | $1.9 | $— | $2,142.3 |
| Intersegment revenues | 0.1 | — | 34.5 | 13.4 | (48.0) | — |
| Total Operating Revenues | 1,931.2 | 129.7 | 114.1 | 15.3 | (48.0) | 2,142.3 |
| Depreciation and amortization expense | 207.6 | 0.9 | 12.9 | 0.3 | — | 221.7 |
| Interest expense | 102.1 | — | 6.6 | 72.8 | (36.2) | 145.3 |
| Income tax expense (benefit) | 58.3 | 11.4 | 12.2 | (6.1) | — | 75.8 |
| Adjusted earnings (loss) | 263.0 | 22.3 | 44.0 | (29.7) | — | 299.6 |
| Capital expenditures | 601.6 | 0.1 | 99.3 | — | (1.3) | 699.7 |
| GasUtility | GasMarketing | Midstream | Other | Eliminations | Consolidated | |
| Revenues from external customers | $2,158.9 | $103.5 | $36.3 | $0.5 | $— | $2,299.2 |
| Intersegment revenues | 1.7 | — | 32.6 | 12.5 | (46.8) | — |
| Total Operating Revenues | 2,160.6 | 103.5 | 68.9 | 13.0 | (46.8) | 2,299.2 |
| Depreciation and amortization expense | 196.3 | 1.1 | 9.5 | 0.4 | — | 207.3 |
| Interest expense | 112.2 | — | 5.5 | 68.6 | (34.7) | 151.6 |
| Income tax expense (benefit) | 56.5 | 10.3 | 5.7 | (5.2) | — | 67.3 |
| Adjusted earnings (loss) | 252.8 | 23.7 | 20.1 | (21.6) | — | 275.0 |
| Capital expenditures | 501.4 | — | 131.1 | — | (1.0) | 631.5 |
The following table reconciles the Company’s adjusted earnings (loss) to net income (loss).
| Three Months EndedJune 30, | Nine Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net Income (Loss) | $20.9 | $(12.6) | $311.5 | $276.8 |
| Adjustments, pre-tax: | ||||
| Fair value and timing adjustments | (22.4) | 6.2 | (15.8) | (9.2) |
| Acquisition and restructuring activities | — | 4.8 | — | 6.7 |
| Income tax adjustments | 5.6 | (2.7) | 3.9 | 0.7 |
| Adjusted Earnings (Loss) | $4.1 | $(4.3) | $299.6 | $275.0 |
The Company’s total assets by segment were as follows:
| June 30, | September 30, | June 30, | |
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| Total Assets: | |||
| Gas Utility | $9,174.8 | $8,767.2 | $8,601.9 |
| Gas Marketing | 264.9 | 206.1 | 212.3 |
| Midstream | 970.9 | 903.4 | 871.9 |
| Other | 2,687.1 | 2,689.8 | 2,627.4 |
| Eliminations | (1,701.4) | (1,705.8) | (1,602.6) |
| Total Assets | $11,396.3 | $10,860.7 | $10,710.9 |
- COMMIT MENTS AND CONTINGENCIES
Commitments
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, 2025, are estimated at $1,789.4, $1,451.3, and $519.2 for the Company (excluding commitments between subsidiaries), 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.
Spire is a limited partner in several unconsolidated partnerships, predominantly focusing on sustainability and development initiatives tied to the natural gas utility sector. Spire committed to contribute a total of $25.3 of capital to the partnerships as and when requested by the respective general partners. As of June 30, 2025, the total remaining unfunded commitment was $15.5.
Contingencies
The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.
The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.
In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories, 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 May 2023, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the second site, Station A, and developing the same for industrial purposes. Consequently, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. The site developer, Spire Missouri and the PRPs collectively designed a site investigation plan which was submitted to the MoDNR and approved by the agency on August 27, 2024. A lead environmental engineering firm is now managing the ongoing site investigation process.
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.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is aware of the following contingent matter.
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 made Spire Marketing subject to various commercial disputes, all of which have been settled and reflected in the financial statements in previous periods. As a result of participating in the Oklahoma natural gas market, Spire Marketing has become subject, along with other market participants, to a complaint filed in January 2025 by the State of Oklahoma related to its transactions with various counterparties in the state during this period. The Company’s management continues to assess this matter but does not believe it will have a material impact on the Company’s financial position, results of operations or cash flow.
- SUBSEQUENT EVENTS
Pending Acquisition
On July 29, 2025 we announced that Spire entered into an agreement with Duke Energy to acquire 100% of Piedmont Natural Gas Company’s gas utility business in Nashville, Tennessee for $2.48 billion in cash, subject to adjustment, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing. The acquisition is supported by a fully committed bridge facility with BMO Capital Markets Corp. We expect that permanent financing of the acquisition will be funded through a balance mix of debt, equity and hybrid securities. Spire is also evaluating the potential sale of non-utility assets, such as natural gas storage facilities, to support the financing plan. We expect the acquisition to significantly increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S., expand regulatory diversity and provide accretive earnings and supports dividend growth. The transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act and applicable state regulatory approval.
Other
On July 4, 2025, the One Big Beautiful Bill Act (the Act) was signed into law. The Company is evaluating the impact of the Act and believes it will not have a material impact on the Company’s financial position, results of operations or cash flow.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.