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SPIRE ALABAMA INC

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Nov 14, 2025

SR$88.81-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-09-30; filed 2024-11-20.

0001437749-24-035823

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-09-30; filed 2025-11-14.

0001193125-25-282583

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 117 previous paragraphs and 138 current paragraphs.

68 unchanged; 22 reworded; 47 added; 27 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 23 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (47)

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned Subsidiary of Duke Energy, to acquire its Tennessee natural gas business that serves more than 200,000 customers in the Nashville area (the “Transaction”). The strategic rationale for the Company is described below:

Current report

We expect the Transaction to allow Spire to significantly expand its regulated utility footprint in high-quality jurisdictions and significantly increase the scale of its regulated business while delivering on Spire’s commitment to growth and creating long-term shareholder value.

Current report

We expect the Transaction to provide robust growth driven by customer additions and system integrity and reliability investments, aligned with Spire’s investment strategy. These long-term investments are expected to be supported by Tennessee’s constructive regulatory environment support of natural gas.

Current report

We expect the Transaction to support Spire’s long-term adjusted earnings per share growth expectations and provide meaningful investment opportunities. The acquisition is expected to generate incremental cash flow to support investment in the business, shareholder returns and dividend growth.

Current report

The stated purchase price of the Transaction is $2.48 billion subject to adjustment, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing. The Transaction is supported by a fully committed bridge facility with Bank of Montreal ("BMO") Capital Markets Corp. for the entire purchase price.

Current report

We expect permanent financing for the acquisition to be provided through a balanced mix of debt, equity, and hybrid securities. As part of the financing plan, Spire is considering the sale of its natural gas storage facilities, Spire Storage West LLC and Spire Storage Salt Plains LLC, to help fund the acquisition. The sale would be subject to board approval and customary closing conditions, including regulatory approval.

Current report

The transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including approval by the Tennessee Public Utility Commission ("TPUC"). On October 31, 2025, FERC approved the transfer of gas supply contracts to Spire. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired without objection, satisfying one of the key regulatory requirements for the transaction.

Current report

*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.

Current report

** Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares.

Current report

Interest expense reflects the impact of $5.4 in costs associated with the bridge facility backing the Piedmont Tennessee acquisition. Excluding this amount, interest expense declined $2.4 year-over-year. The decrease in interest expense reflects lower effective interest rates partially offset by higher average levels of debt in the current year. Weighted-average short-term interest rates were 4.5% in the current-year period versus 5.7% in the prior-year period, while weighted average interest rate on long-term debt decreased slightly from the prior year.

Current report

Other income decreased $10.8 versus the prior-year period, $20.2 excluding the impact of the Postretirement Non-Service Costs Transfer (“NSC Transfer”), which has no impact on net income. The principal drivers of the decline was a one-time $8.2 pre-tax hedging gain recognized in the prior year period, and a decline of gas-carrying cost credits at Spire Missouri of $9.4.

Current report

The increase in income taxes primarily reflects the higher current-year pre-tax book income.

Current report

For the twelve months ended September 30, 2025, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $14.4 and $10.6, respectively. Adjusted earnings growth was lower than net income growth primarily due to excluding the $3.8 after-tax charge relating to the customer affordability initiative that was recorded in the prior year. The year-to-date change in net income was driven by growth at both Spire Missouri and Spire Alabama totaling $9.9 and $4.8, respectively.

Current report

The primary driver of the current year decrease in revenue was the $285.5 impact of lower gas cost recoveries across all utilities, driven principally by lower PGA rates at Spire Missouri. This was only partly offset by higher current year ISRS billings and higher off-system sales, impacts of Spire Missouri's and Spire Alabama’s volumetric usage, and favorable Spire Alabama RSE adjustments.

Current report

Contribution margin increased $37.5 versus the comparable prior-year period. Contribution margin benefited from the $33.5 Spire Missouri ISRS growth, $5.0 of growth from Spire Alabama’s RSE adjustments, and higher off-system sales. These favorable impacts more than offset the $3.0 negative impact of Spire Alabama’s volume usage net of weather mitigation adjustments and lower net other factors.

Current report

Reported operation and maintenance (“O&M”) expenses for the twelve months ended September 30, 2025 were $14.3 higher than the twelve months ended September 30, 2024. Removing the impact of the NSC Transfer, O&M expenses were $4.7 higher than the prior-year period. After excluding the $5.0 prior year charge relating to the Company’s customer affordability initiative, O&M expenses were $9.7 higher than the corresponding prior-year period. Higher employee-related costs in the current year, combined with higher field operations costs, were only partly mitigated by lower bad debts expense, and lower support costs.

Current report

Taxes, other than income taxes, decreased $8.9, as the $12.5 lower gross receipt taxes resulting from lower revenues more than offset higher property taxes. Depreciation and amortization expenses for the year ended September 30, 2025 were $14.0 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities.

Current report

Interest expense decreased $10.2, with both Spire Missouri and Spire Alabama benefiting from lower average short-term interest rates in the current year.

Current report

The benefit of carrying cost credits at Spire Missouri, included in other income, decreased $9.4 versus the corresponding prior-year period.

Current report

Including $1.5 (after-tax) unfavorable mark-to-market activity, net income increased $1.0. The $2.5 year-over-year increase in adjusted earnings reflects realized business portfolio optimization opportunities that more than offset lower regional basis differentials, and higher storage and transportation fees in the current year.

Current report

Contribution margin increased $1.4 versus the prior-year period, reflecting the $2.0 (pre-tax) unfavorable mark-to-market activity. Excluding this impact, contribution margin increased $3.4, reflecting realized business portfolio optimization opportunities that more than offset lower regional basis differentials, and higher storage and transportation fees in the current year.

Current report

O&M expenses were $1.2 higher than prior-year levels, the result of higher spend on outside services and higher employee costs in the current year.

Current report

Our Midstream segment includes storage and pipeline operations which currently consist of an approximate year-to-date net income mix of 73% and 27%, respectively. Net income and adjusted earnings for the Company’s Midstream segment for the twelve months ended September 30, 2025 versus the comparable prior-year period increased $24.6 and $22.8, respectively. Approximately 96% of the adjusted earnings increase was attributable to our storage operations. The increase was driven by higher storage earnings, reflecting increased asset optimization, additional storage capacity and contract renewals at higher rates, combined with the acquisition of MoGas in the second quarter of the prior year.

Current report

Revenues in the current year increased $54.8 versus the prior-year period, reflecting the higher rates and activity with storage. O&M expenses were up $10.6 year-over-year, due primarily to costs associated with the higher storage activity in the current year, combined with non-recurring Spire MoGas acquisition costs of $2.3 in the prior year.

Current report

The Company’s other activities generated a $49.7 loss in the twelve months ended September 30, 2025, $19.2 higher than the prior year. The major contributor to this variance was the $14.9 pre-tax ($11.4 after-tax) increase in acquisition and restructuring activities due to our recently announced Piedmont Tennessee acquisition, combined with the $8.2 ($6.3 after-tax) interest rate swap gain in the prior year that did not repeat. The remaining variance was mostly a result of higher interest expense in the current year that was only partly offset by lower corporate expenses.

Current report

Revenues for the twelve months ended September 30, 2025 were $193.3 lower than the comparable prior-year period. Lower PGA rates reduced gas cost recoveries by $239.8. This reduced revenue driver also resulted in reduced gross receipts taxes of $10.2. These negative impacts were only partly offset by $33.5 incremental ISRS revenues, $23.2 attributable to higher off-system sales in the current-year, and increased weather-mitigated customer usage versus the prior-year period.

Current report

Contribution margin for the twelve months ended September 30, 2025 increased $33.7 from the same period in the prior year, primarily due to the $33.5 incremental ISRS billings and favorable $1.2 off-system sales impact.

Current report

Reported O&M expenses for the twelve months ended September 30, 2025 increased $13.3 versus the corresponding prior-year period. Removing the NSC Transfer impact, O&M expense increased $1.5. After excluding the $3.6 prior-year charge relating to the Company’s customer affordability initiative, O&M expenses were $5.1 higher than the corresponding prior year period. Higher field operations and employee-related costs were only partly mitigated by lower bad debt expense costs and lower Administrative and General (“A&G”) and support function costs resulting from customer affordability initiatives implemented last year.

Current report

Depreciation and amortization expenses increased $14.4 versus the comparable prior-year period due to ongoing capital investments. Taxes, other than income taxes decreased $6.6, as $10.2 lower pass-through gross receipts taxes more than offset the increase in property tax.

Current report

Other income declined by $0.6 versus the prior-year period, $12.4 after excluding the impact of the NSC Transfer. The decrease was primarily driven by the decrease in carrying cost credits of $9.4 and unfavorable mark-to-market unrealized losses on non-qualified benefit trusts.

Current report

Interest expense decreased $6.2, primarily reflecting lower average short-term interest rates in the current year that offset the impact of higher average debt levels.

Current report

Resulting net income for the twelve months ended September 30, 2025 increased $9.9 versus the twelve months ended September 30, 2024.

Current report

Contribution margin was $3.6 higher versus the prior-year period, driven primarily by a net favorable $5.0 RSE update and higher off-system sales, partially offset by net unfavorable volume usage and weather mitigation adjustments of $3.0 and $0.5 lower CCM benefit.

Current report

Reported O&M expenses for the twelve months ended September 30, 2025 declined $1.5 versus the comparable prior-year period. After excluding the impact of the NSC Transfer and the prior-year restructuring charge of $1.0, O&M expenses in the current year were $4.5 higher than the corresponding prior-year period. Higher payroll costs and bad debt expense were only partially offset by A&G and support function costs resulting from customer affordability initiatives implemented over the last year.

Showing the first 40 of 47 passages. Open the source sections for the rest.

Removed paragraphs (27)

Previous report

The increase in interest expense was principally the result of higher interest expenses on short-term borrowings, reflecting both higher short-term interest rates and higher average borrowing levels in the current year. Interest on long-term debt was marginally higher, reflecting higher average debt levels and slightly higher rates. Weighted-average short-term interest rates were 5.7% in the current year versus 5.0% in the prior year, while weighted average interest rate on long-term debt increased from 4.2% in the prior year to 4.3% in the current year.

Previous report

Other income decreased $1.0. Removing the impact of the Postretirement Non-Service Cost Transfer (NSC Transfer) of $7.5, the increase was $6.5. 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. This gain, combined with favorable mark-to-market valuations on unqualified retirement and investment trusts was only partly offset by lower gas carrying cost credits at Spire Missouri.

Previous report

Income tax expense increased $19.9, the result of higher pre-tax income in the current year and the prior year benefiting from a one-time tax credit study.

Previous report

For the twelve months ended September 30, 2024, Gas Utility adjusted earnings in the current year was $20.3 higher than the prior-year period with higher earnings across both Missouri and Alabama. Net income in the current year was $16.5 higher than the prior year, reflecting the current-year’s $3.8 (after-tax) expense relating to the Company’s customer affordability initiative (an initiative implemented in the second quarter of fiscal 2024 to improve long-term customer affordability targeted at lowering our overall cost structure and improving operational efficiency) that is excluded from adjusted earnings. These results are described in further detail below.

Previous report

Warmer weather across our utility footprint in the current year negatively impacted both gas cost recoveries and customer usage, particularly for Spire Missouri. Spire Missouri realized $65.7 lower gas cost recoveries in the current year, as the current-year lower volumes more than offset the higher PGA rates being charged to customers. Spire Missouri also experienced lower volumetric usage totaling $10.1 in the current year.

Previous report

These warmer weather impacts more than offset the $23.3 incremental revenues resulting from the reset of the Spire Alabama per customer usage charge (net of weather adjustment), $22.9 increase from Spire Missouri reflecting the full year impact of implementing the 2022 rate order, favorable Spire Alabama RSE adjustments totaling $9.8, and increases in ISRS and off-system sales of $19.2 and $8.9, respectively, at Spire Missouri.

Previous report

Contribution margin increased $63.4 versus the prior year. Favorable drivers included the $22.9 increase attributable to the implementation of the 2022 Missouri rate case order, increase in ISRS of $19.2, $11.8 growth resulting from the reset of the Spire Alabama per customer usage charge (net of weather adjustment), and $9.9 favorable RSE adjustment at Spire Alabama. These factors were partially offset by the $11.2 negative volume usage impact (net of weather mitigation) experienced by Spire Missouri in the current year.

Previous report

Reported O&M expenses for the twelve months ended September 30, 2024 were $9.0 lower than the prior year. After excluding the impact of the NSC Transfer of $7.5 expenses declined $1.5. Excluding the $5.0 expenses in the current year relating to the Company’s customer affordability initiative, the Gas Utility segment O&M decreased $6.5. This reduction reflected lower operations expense, lower employee-related costs and reductions in outside service costs, partially offset by increases in insurance costs and bad debt expense.

Previous report

Taxes, other than income taxes, decreased $0.1, as lower gross receipts taxes totaling $3.5 offset increases in property and real estate taxes. Depreciation and amortization expenses for the twelve months ended September 30, 2024 were $19.2 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $7.4 to $147.3 reflecting higher average net debt levels and higher short-term interest rates. Other income decreased $10.5. in the current year ($3.0 after removing the $7.5 NSC Transfer impact), primarily the result of lower gas carrying credits at Spire Missouri that were only partly offset by favorable mark-to-market valuations on unqualified retirement trusts.

Previous report

The $24.2 year-over-year decline in adjusted earnings primarily reflects very favorable market conditions in the prior year that did not recur this year. The smaller decline in net income reflects the inclusion of $17.8 (after-tax) favorable mark-to-market activity.

Previous report

Revenues in the current year decreased $79.9 and contribution margin decreased $32.8 (after removing the $23.8 pre-tax favorable mark-to-market activity) versus the prior-year period, reflecting the lower current-year asset optimization opportunities versus the market conditions in the prior year. Operating expenses decreased by $1.2 year-over-year, primarily due to lower employee-related costs.

Previous report

Adjusted earnings and net income for the Company’s Midstream segment increased $19.4 and $19.7, respectively from the prior year. The increase was driven by higher storage earnings, reflecting additional capacity and contract renewals at higher rates at Spire Storage West and higher contracted rates at Spire Storage Salt Plains effective during the third quarter of fiscal 2024.

Previous report

Revenues in the current year increased $34.6 versus the prior-year period, due primarily to the acquisitions of Spire Storage Salt Plains and MoGas and increased Spire Storage West revenues attributable primarily to the previously mentioned new capacity and rates in the third quarter of the current year. O&M expenses increased by $4.2 year-over-year, due primarily to operating expenses associated with the before-mentioned acquisitions, combined with increased activity at Spire Storage West.

Previous report

The Company’s other activities generated a $30.3 adjusted loss in the twelve months ended September 30, 2024, $3.8 lower than the prior-year period. The improved results were driven by the current-year $8.2 gain realized on an interest rate swap contract after management determined the anticipated issuance of certain debt was no longer probable of occurring considering changes in debt issuance strategy due to the interest rate environment, resulting in the discontinuation of hedge accounting. This gain, combined with lower corporate costs in the current year more than offset higher interest expense.

Previous report

Operating revenues for the twelve months ended September 30, 2024 were $25.5 lower than the comparable prior-year period. A key driver was a decrease in gas recovery (PGA) totaling $65.7 that was only partially offset by higher new rates of $42.1. New rates reflect an increase of $22.9 attributable to the impact of the 2022 rate order (new rates became effective the last week of December 2022) and $19.2 higher ISRS in the current year. The new rates, combined with higher off-system sales were more than offset by lower volume impacts (net of weather mitigation) totaling $10.1.

Previous report

Contribution margin for the fiscal year ended September 30, 2024 increased $35.3 from the same period in the prior year. The previously mentioned timing of the 2022 rate case implementation generated $22.9 incremental contribution combined with $19.2 higher ISRS more than offset the $11.2 impact of lower volumes.

Previous report

Reported O&M expenses for the twelve months ended September 30, 2024 decreased $8.8 versus the prior year, or $0.5 after removing the $8.3 impact of the NSC Transfer. Excluding the $3.6 of charges in the current year relating to the Company’s customer affordability initiative, O&M expenses are $4.1 lower than the comparable prior-year period. This reduction of current year O&M was driven by non-payroll operations expense, lower employee-related costs and lower outside services costs, partially offset by higher insurance and bad debt expenses.

Previous report

Depreciation and amortization expenses were up $15.3, the result of continued investment in infrastructure upgrades. Taxes, other than income taxes, increased $0.2, as higher real estate/property taxes were not totally offset by $3.6 lower pass-through gross receipts taxes in the current year.

Previous report

Reported other income decreased $11.0, or $2.7 after removing the $8.3 impact of the NSC Transfer. Lower gas carrying cost credits were not totally offset by 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 higher average long-term interest rates that more than offset the benefit of slightly lower average long-term debt balances in the current year.

Previous report

Resulting net income for the twelve months ended September 30, 2024 was $0.9 favorable versus the prior-year comparable period. Adjusted earnings increased $3.7 after removing expenses primarily related to the current year customer affordability initiative.

Previous report

Contribution margin was $20.8 higher versus the prior-year comparable period, primarily driven higher by $11.8 relating to the customer usage charge reset (net of weather adjustments) and $9.9 favorable net rate adjustments under the RSE mechanism, slightly offset by a $0.6 decrease attributable to lower off-system sales.

Previous report

O&M expenses for the twelve months ended September 30, 2024 were $0.8 lower versus the comparable prior-year period. Lower employee-related costs and lower non-employee operating expenses were mostly offset by the current year $1.0 charge relating to the Company’s customer affordability initiative combined with higher bad debt expense.

Previous report

In 2023, the Company used $148.8 more cash in investing activities than in 2022, primarily driven by a $110.3 increase in capital expenditures and the $37.0 acquisition of Spire Storage Salt Plains. Capital expenditures increased $60.0 in the Gas Utility segment (primarily due to ramp up of meter and other infrastructure upgrades) and $51.0 in the Midstream segment (primarily due to the start of the Wyoming storage facility expansion).

Previous report

Net cash provided by financing activities was down $240.3 in 2023 compared to 2022 as a result of lower net debt issuances, lower common stock issuances, and higher dividends. Although the net increase in long-term debt was $473.8 in fiscal 2023 compared to only $244.2 in fiscal 2022, Spire reduced short-term debt by $82.0 in fiscal 2023 after increasing short-term borrowings $365.5 in 2022.

Previous report

The Company, Spire Missouri and Spire Alabama have evaluated recently issued accounting standards and concluded that none will have a material impact on their financial position or results of operations upon adoption.
Reworded paragraphs (22)

Previous wording

Item 7. Management**’s Discussion and Analysis of Financial Condition and Results of Operations

Current wording

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Previous wording

“Adjusted earnings” and “adjusted earnings per share” were formerly known as “net economic earnings” and “net economic earnings per share.” Adjusted earnings and adjusted 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, 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. In addition, adjusted earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance acquisitions that have yet to be included in adjusted earnings.

Current wording

Adjusted earnings and adjusted 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, 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. In addition, adjusted earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance acquisitions that have yet to be included in adjusted earnings.

Previous wording

This section contains discussion and analysis of the results for the year ended September 30, 2024 compared to the results for the year ended September 30, 2023. The discussion and analysis of the results for the year ended September 30, 2023 compared to the results of the year ended September 30, 2022 can be found in Part II, Item 7 of Spire Inc.’s fiscal 2023 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on November 16, 2023.

Current wording

This section contains discussion and analysis of the results for the year ended September 30, 2025 compared to the results for the year ended September 30, 2024. The discussion and analysis of the results for the year ended September 30, 2024 compared to the results of the year ended September 30, 2023 can be found in Part II, Item 7 of Spire Inc.’s fiscal 2024 Annual Report on Form 10-K, filed with the SEC on November 20,2024.

Previous wording

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

Current wording

The following tables reconcile the Company’s adjusted earnings to net income.

Previous wording

Temperatures in Spire Missouri’s service areas during fiscal 2024 were 10.0% warmer than during fiscal 2023 and 19.1% warmer than normal. The Spire Missouri total system volume sold and transported was 1,469.2 million centum of cubic feet (CCF) for the year ended September 30, 2024, compared with 1,592.0 million CCF last year. Total off-system volume sold and transported was 38.2 million CCF for fiscal 2024, compared with 14.5 million for fiscal 2023.

Current wording

Degree days in Spire Missouri’s service areas during the twelve months ended September 30, 2025 were 8.7% warmer than normal (normal currently defined as past 30-year average), though 11.8% colder than the same period last year. Spire Missouri’s total system volume sold and transported were 1,570.0 million centum (Latin for “hundred”) cubic feet (CCF) for the current year, compared with 1,469.2 million CCF for the same period in the prior year. Total off-system volume sold and transported were 77.7 million CCF for the current-year, compared with 38.2 million CCF a year ago.

Previous wording

Operating revenues for the twelve months ended September 30, 2024 increased $7.8 from the same period in the prior year. The increase in operating revenue was principally due to the $23.3 impact of the current year customer usage charge reset net of weather adjustments, combined with favorable RSE adjustments of $9.8. These favorable impacts were only partly offset by a $23.5 decrease in gas cost recovery and a $1.7 reduction in Off System Sales.

Current wording

Operating revenues for the twelve months ended September 30, 2025 decreased $33.7 from the same period in the prior year. The decrease in operating revenue was principally due to a $45.7 decrease in gas cost recovery, combined with lower gross receipts taxes totaling $2.2. These negative impacts were only partly offset by volumetric usage totaling $5.2, and favorable RSE renewal of $5.2.

Previous wording

Temperatures in Spire Alabama’s service area during fiscal 2024 were 12.8% colder than during fiscal 2023 and 9.0% warmer than normal. Spire Alabama’s total system volume sold and transported was 1,036.7 million CCF during the year ended September 30, 2024, compared with 1,026.2 million CCF during the prior year. Off-system sales volume for fiscal 2024 totaled 90.9 million CCF compared with 98.8 million CCF for fiscal 2023.

Current wording

As measured in degree days, temperatures in Spire Alabama’s service area during the twelve months ended September 30, 2025, were 4.2% warmer than normal, but 2.9% colder than a year ago. Spire Alabama’s total system volume sold and transported were 1,080.8 million CCF for the twelve months ended September 30, 2025, compared with 1,036.7 million CCF for the same period in the prior year. Total off-system volume sold and transported were 83.7 million CCF for the current-year period, compared with 90.9 million CCF off-system volume sold and transported in the prior-year period.

Previous wording

Depreciation and amortization expenses were up $3.5, the result of continued investment in infrastructure upgrades. Interest expense for the current-year period decreased $1.8 versus the prior-year period, as lower average levels of short-term debt more than offset higher short-term interest rates.

Current wording

Interest expense for the current-year decreased $3.5 versus the prior year, primarily the result of lower short-term borrowings combined with lower short-term interest rates.

Previous wording

For the twelve months ended September 30, 2024, resulting net income increased $14.1 versus the prior-year period. Adjusted earnings, which removes the customer affordability initiative charge in the current year, increased $14.9.

Current wording

For the twelve months ended September 30, 2025, resulting net income increased $4.8 versus the twelve months ended September 30, 2024.

Previous wording

Net cash provided by operating activities increased $472.2 from 2023 to 2024 after increasing $385.2 from 2022 to 2023. In addition to the changes in net income between the respective periods (discussed in the “Earnings” section above), the remaining changes were related to regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section. Specifically, the timing and amounts of regulatory adjustments for purchased gas costs resulted in a large change in deferred recovery in 2022 and 2024, greatly reducing net cash provided by operating activities in 2022 and increasing it in 2024.

Current wording

Net cash provided by operating activities decreased $334.4 from 2024 to 2025 after increasing $472.2 from 2023 to 2024. In addition to the changes in net income between the respective periods (discussed in the “Earnings” section above), the remaining changes were related to regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.

Previous wording

In 2024, the Company's net cash used in investing activities was $331.7 more than in 2023, primarily driven by a $198.8 increase in capital expenditures and a $138.9 increase in business acquisitions (MoGas in 2024 relative to Spire Storage Salt Plains in 2023). Capital expenditures increased $102.5 in the Gas Utility segment (primarily due to continued meter and other infrastructure upgrades) and$97.7 in the Midstream segment (primarily due to the ongoing Wyoming storage facility expansion).

Current wording

In 2024, the Company's net cash used in investing activities was $331.7 more than in 2023, primarily driven by a $198.8 increase in capital expenditures and a $138.9 increase in business acquisitions (MoGas in 2024 relative to Spire Storage Salt Plains in 2024). Capital expenditures increased $102.5 in the Gas Utility segment (primarily due to continued meter and other infrastructure upgrades) and $97.7 in the Midstream segment (primarily due to the ongoing Wyoming storage facility expansion).

Previous wording

Spire’s material cash requirements as of September 30, 2024, are related to capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and common and preferred stock dividends.

Current wording

Spire’s material cash requirements as of September 30, 2025, are related to the proposed acquisition of the Tennessee natural gas business from Piedmont Natural Gas, capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and common and preferred stock dividends.

Previous wording

Total Company capital expenditures are planned to be $790 for fiscal 2025 (as the accelerated meter replacement program and storage facility expansion projects come to a close), though Spire had purchase commitments for only a fraction of these as of September 30, 2024.

Current wording

Total Company capital expenditures are planned to be $809 for fiscal 2026, though Spire had purchase commitments for only a fraction of these as of September 30, 2025.

Previous wording

As detailed in Note 6, Long-Term Debt, of the Notes to Financial Statements in Item 8, $42.0 of the total $3,771.1 principal amount is due in fiscal 2025. Using each long-term debt instrument’s stated maturity and fixed rates or variable rates as of September 30, 2024, interest payments are projected to total $1,853.3, of which $165.1 is due in fiscal 2025.

Current wording

As detailed in Note 6, Long-Term Debt, of the Notes to Financial Statements in Item 8, $487.5 of the total $3,879.1 principal amount is due in fiscal 2026. Using each long-term debt instrument’s stated maturity and fixed rates or variable rates as of September 30, 2025, interest payments are projected to total $1,731.7, of which $161.6 is due in fiscal 2026.

Previous wording

Spire’s natural gas purchase obligations totaled $1,529.5, including $567.0 for fiscal 2025, representing the minimum payments required under existing natural gas transportation and storage contracts and natural gas supply agreements. The amounts reflect fixed obligations as well as obligations to purchase natural gas at future market prices, calculated using forward market prices as of September 30, 2024. Each of the Utilities generally recovers costs related to its purchases, transportation and storage of natural gas through the operation of its PGA clause or GSA rider, subject to prudence review by the appropriate regional public service commission. Additional contractual commitments are generally entered into prior to or during the heating season.

Current wording

Spire’s natural gas purchase obligations totaled $1,762.8, including $526.0 for fiscal 2026, representing the minimum payments required under existing natural gas transportation and storage contracts and natural gas supply agreements. The amounts reflect fixed obligations as well as obligations to purchase natural gas at future market prices, calculated using forward market prices as of September 30, 2025. Each of the Utilities generally recovers costs related to its purchases, transportation and storage of natural gas through the operation of its PGA clause or GSA rider, subject to prudence review by the appropriate regional public service commission. Additional contractual commitments are generally entered into prior to or during the heating season.

Previous wording

Spire dividends declared and payable as of September 30, 2024, totaled $48.1, while annualized dividends based on the shares outstanding and regular quarterly amounts declared on November 14, 2024 are estimated at $196.1.

Current wording

Spire dividends declared and payable as of September 30, 2025, totaled $51.1, while annualized dividends based on the shares outstanding and regular quarterly amounts declared on November 13, 2025 are estimated at $209.6.

Previous wording

The Company’s, Spire Missouri’s and Spire Alabama’s access to capital markets, including the commercial paper market, and their respective financing costs, may depend not only on current conditions in the credit and capital markets but also on the credit rating of the entity that is accessing the capital markets. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). As of September 30, 2024, the debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade with a stable outlook.

Current wording

It is management’s view that the Company, Spire Missouri and Spire Alabama have adequate access to credit and capital markets and will have sufficient liquidity and capital resources, both internal and external, to meet anticipated requirements. Spire Missouri’s and Spire Alabama’s access to capital markets, including the commercial paper market, and their respective financing costs, may depend not only on current conditions in the credit and capital markets but also on the credit rating of the entity that is accessing the capital markets. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). The debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade with a stable outlook for Moody’s. S&P ratings also remain at investment grade with a negative outlook.

Previous wording

On August 13, 2024, Spire Missouri issued $320.0 aggregate principal amount of its 5.150% Series First Mortgage Bonds due 2034. Interest is payable semi-annually. The bonds 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. Spire Missouri used most of the proceeds to redeem its First Mortgage Bonds, Floating Rate Series due December 2, 2024, in the aggregate principal amount of $300.0, on August 14, 2024.

Current wording

On October 23, 2025, Spire Missouri issued an aggregate principal amount of $200.0 of First Mortgage Bonds. The first tranche consisted of an aggregate principal amount of $150.0, bearing interest at 4.60% per annum and maturing on September 15, 2030. The second tranche consisted of an aggregate principal amount of $50.0, bears interest at 4.65% per annum and maturing on January 15, 2031. 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.

Previous wording

Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 46% equity at September 30, 2024 and 44% equity at September 30, 2023. At September 30, 2024, Spire had outstanding principal of long-term debt totaling $3,771.1, of which $1,818.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and $223.1 was issued by other subsidiaries. Effective October 27, 2024, 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 not to exceed $850.0 any time from that date through December 31, 2027. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.

Current wording

Effective October 27, 2024, 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 not to exceed $850.0 any time from that date through December 31, 2027. Under this authorization, through October 23, 2025, Spire Missouri has issued $74.4 of common stock and $350 of first mortgage bonds. Approximately $426.0 remains available for issuance under this authorization. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.

Previous wording

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 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. In the second, third and fourth quarters of fiscal 2024, Spire executed forward sale agreements for 204,405 shares, 338,110 shares and 663,619 shares, respectively, set to be settled on or before December 31, 2024, March 10, 2025 and March 31, 2025, respectively, but no shares of common stock have been settled under these forward sale agreements. Had all shares under these forward agreements been settled as of September 30, 2024*,* it would have generated net proceeds of $75.0. As of September 30, 2024*,* under the ATM program, Spire may sell additional shares with an aggregate offering price of up to $123.6 through January 2027.

Current wording

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 Consolidated Statements of Shareholders’ Equity. 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 September 30, 2025, there were no outstanding forward sales agreements. As of September 30, 2025, under the ATM program, Spire may sell additional shares with an aggregate offering price of up to $123.6 through January 2027. The Company suspended activity under the ATM program beginning August 7, 2025, and such suspension will remain in effect until two business days after the Company files its Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Previous wording

Employee Benefits and Postretirement Obligations – Pension and postretirement obligations are calculated by actuarial consultants that utilize several statistical factors and other assumptions provided by management related to future events, such as discount rates, returns on plan assets, compensation increases, and mortality rates. For the Utilities, the amount of expense recognized and the amounts reflected in other comprehensive income are dependent upon the regulatory treatment provided for such costs, as discussed further below. Certain liabilities related to group medical benefits and workers’ compensation claims, portions of which are self-insured and/or contain “stop-loss” coverage with third-party insurers to limit exposure, are established based on historical trends.

Current wording

Employee Benefits and Postretirement Obligations – Pension and postretirement obligations are calculated by actuarial consultants that utilize several statistical factors and other assumptions provided by management related to future events, such as discount rates, returns on plan assets, compensation increases, medical cost trends, and mortality rates. For the Utilities, the amount of expense recognized and the amounts reflected in other comprehensive income are dependent upon the regulatory treatment provided for such costs, as discussed further below.

Previous wording

The Company is subject to interest rate risk associated with its short-term debt issuances. Based on average short-term borrowings during fiscal 2024, an increase of 100 basis points in the underlying average interest rate for short-term debt would have caused an increase in interest expense (and a decrease in pre-tax earnings and cash flows) of approximately $9.2 on an annual basis. Portions of such an increase may be offset through the Utilities’ application of PGA and GSA carrying costs. At September 30, 2024, Spire had fixed-rate long-term debt totaling $3,771.1, of which $1,818.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and $1,203.1 was issued by Spire and other subsidiaries. While the long-term debt issues are fixed-rate, they are subject to changes in fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities’ regulated operations, losses or gains on early redemptions of long-term debt would typically be deferred as regulatory assets or regulatory liabilities and amortized over a future period.

Current wording

The Company is subject to interest rate risk associated with its short-term debt issuances. Based on average short-term borrowings during fiscal 2025, an increase of 100 basis points in the underlying average interest rate for short-term debt would have caused an increase in interest expense (and a decrease in pre-tax earnings and cash flows) of approximately $10.9 on an annual basis. Portions of such an increase may be offset through the Utilities’ application of PGA and GSA carrying costs. At September 30, 2025, Spire had outstanding principal of long-term debt totaling $3,879.1, of which $1,968.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $1,196.1 was issued by Spire and other subsidiaries. While the long-term debt issues are fixed-rate, they are subject to changes in fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities’ regulated operations, losses or gains on early redemptions of long-term debt would typically be deferred as regulatory assets or regulatory liabilities and amortized over a future period.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 47% equity at September 30, 2025 and 46% equity at September 30, 2024. At September 30, 2025, Spire had outstanding principal of long-term debt totaling $3,879.1, of which $1,968.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $1,196.1 was issued by Spire and other subsidiaries.