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SPIRE INC

For the period ended Dec 31, 2023. Filed Feb 1, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2023 · Filed Feb 1, 2024

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

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Notes to Financial Statements

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

NOTES TO FINANCIAL STATEMENTS

(Dollars in millions, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION– These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (“Spire” 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 Form10-Q and Rule10-01 of Regulation S‑X. Accordingly, they donot 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 Form10-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 Form10-K for the fiscal year ended* September 30, 2023*.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, havenot 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’s largest gas-related business, Spire Marketing Inc. (“Spire Marketing”), which provides non-regulated natural gas services throughout the United States (U.S.). The Midstream segment includes Spire Storage and Spire STL 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 Note10, 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* Novemberthrough Aprileach fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama arenot* necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

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REGULATED OPERATIONS–** *The Utilities account for their regulated operations in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic980, 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 independentthird-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 Note5, 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 Topic815, 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. Contractsnot 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 thefirst quarter of fiscal2024, Spire management determined it was probable the anticipated issuance of certain debt, and therefore the hedged forecasted interest payments, wouldnot 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 Ended December 31,
20232022
Spire Missouri
Purchases of natural gas from Spire Marketing$5.0$28.5
Transportation services received from Spire STL Pipeline8.28.1
Natural gas storage services from Spire Storage Salt Plains LLC0.3—
Spire Alabama
Purchases of natural gas from Spire Marketing$3.4$1.1

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RESTRICTED CASH AND OTHER INVESTMENTS– In Spire’s statement of cash flows for the period ended* December 31, 2023*, total Cash, Cash Equivalents, and Restricted Cash included $20.5, $20.2 and $14.2 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of* December 31, 2023*,* September 30, 2023*, and* December 31, 2022*, respectively (in addition to amounts shown as “Cash and cash equivalents”). This restricted cash has been segregated and invested in debt securities in a trust account based on collateral requirements for reinsurance at Spire’s risk management company.

BUSINESS COMBINATIONS– After the date of these financial statements, a subsidiary in Spire’s Midstream segment acquired MoGas Pipeline, an interstate natural gas pipeline, and Omega Pipeline, a connected gas distribution system in Missouri, effective* January 20, 2024.*The $177.6 preliminary cash consideration transferred remains subject to further working capital adjustments as provided in the purchase agreement. The assets acquired (primarily property, plant and equipment) and liabilities assumed will be recorded based on their fair value at the acquisition date.

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

December 31,September 30,December 31,
202320232022
Spire$90.5$104.3$63.1
Spire Missouri38.156.532.8
Spire Alabama2.44.69.4

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 isnot significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.

SpireSpire MissouriSpire Alabama
Three Months Ended December 31,202320222023202220232022
Allowance at beginning of period$32.5$31.9$26.2$24.9$5.7$6.3
Provision for expected credit losses4.14.13.63.80.30.2
Write-offs, net of recoveries(1.2)(1.5)(0.9)(0.5)(0.3)(1.0)
Allowance at end of period$35.4$34.5$28.9$28.2$5.7$5.5

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2. REVENUE

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

Three Months Ended December 31,
20232022
Spire
Gas Utility:
Residential$492.8$518.0
Commercial and industrial157.9170.6
Transportation32.630.9
Off-system and other incentive6.47.6
Other customer revenue5.54.4
Total revenue from contracts with customers695.2731.5
Changes in accrued revenue under alternative revenue programs20.01.5
Total Gas Utility operating revenues715.2733.0
Gas Marketing36.374.1
Midstream14.915.2
Other4.14.0
Total before eliminations770.5826.3
Intersegment eliminations (see Note 10, Information by Operating Segment)(13.9)(12.3)
Total Operating Revenues$756.6$814.0
Spire Missouri
Residential$388.8$400.6
Commercial and industrial110.2122.9
Transportation9.09.1
Off-system and other incentive4.15.1
Other customer revenue2.52.0
Total revenue from contracts with customers514.6539.7
Changes in accrued revenue under alternative revenue programs20.81.5
Total Operating Revenues$535.4$541.2
Spire Alabama
Residential$84.4$96.3
Commercial and industrial34.733.6
Transportation20.819.3
Off-system and other incentive2.32.4
Other customer revenue0.91.2
Total revenue from contracts with customers143.1152.8
Changes in accrued revenue under alternative revenue programs(1.0)(0.4)
Total Operating Revenues$142.1$152.4

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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 Ended December 31,
20232022
Spire$31.1$30.4
Spire Missouri22.522.1
Spire Alabama6.96.8

3. EARNINGS PER COMMON SHARE

Three Months Ended December 31,
20232022
Basic Earnings Per Common Share:
Net Income$85.1$91.0
Less: Provision for preferred dividends3.73.7
Income allocated to participating securities0.10.1
Income Available to Common Shareholders$81.3$87.2
Weighted Average Common Shares Outstanding (in millions)53.552.4
Basic Earnings Per Common Share$1.52$1.66
Diluted Earnings Per Common Share:
Net Income$85.1$91.0
Less: Provision for preferred dividends3.73.7
Income allocated to participating securities0.10.1
Income Available to Common Shareholders$81.3$87.2
Weighted Average Common Shares Outstanding (in millions)53.552.4
Dilutive Effect of forward sales of common stock, restricted stock and restricted stock units (in millions)*0.10.2
Weighted Average Diluted Common Shares (in millions)53.652.6
Diluted Earnings Per Common Share$1.52$1.66
* Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) stock units subject to performance or market conditions and (2) restricted stock, which could have a dilutive effect in the future0.20.2

4. SHAREHOLDERS’** EQUITY**

ATM Program

Under Spire’s “at-the-market” (ATM) equity distribution agreement and as authorized by its board of directors, the Company* mayoffer and sell, from time to time, shares of its common stock (including shares of common stock that maybe 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 thefirst* quarter of fiscal2024, 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 offering price of up to $200.0 through January 2027.*

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5. REGULATORY MATTERS

As explained in Note1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic980, 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* December 31, 2023*,* September 30, 2023*, and* December 31, 2022*.

December 31,September 30,December 31,
Spire202320232022
Regulatory Assets:
Current:
Unamortized purchased gas adjustments$207.0$293.2$238.9
Other49.455.130.2
Total Current Regulatory Assets256.4348.3269.1
Noncurrent:
Pension and postretirement benefit costs255.3261.0277.3
Cost of removal640.8633.2506.1
Future income taxes due from customers145.6144.5138.6
Energy efficiency57.556.359.1
Unamortized purchased gas adjustments20.323.0107.9
Other147.4131.2131.7
Total Noncurrent Regulatory Assets1,266.91,249.21,220.7
Total Regulatory Assets$1,523.3$1,597.5$1,489.8
Regulatory Liabilities:
Current:
Other$7.1$7.3$3.7
Total Current Regulatory Liabilities7.17.33.7
Noncurrent:
Deferred taxes due to customers124.5128.0140.9
Pension and postretirement benefit costs188.2185.2156.6
Accrued cost of removal130.3126.633.7
Unamortized purchased gas adjustments23.711.2—
Other20.521.413.7
Total Noncurrent Regulatory Liabilities487.2472.4344.9
Total Regulatory Liabilities$494.3$479.7$348.6

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December 31,September 30,December 31,
Spire Missouri202320232022
Regulatory Assets:
Current:
Unamortized purchased gas adjustments$194.1$269.4$181.2
Other18.823.710.0
Total Current Regulatory Assets212.9293.1191.2
Noncurrent:
Future income taxes due from customers137.3136.2130.1
Pension and postretirement benefit costs185.5189.1197.4
Energy efficiency57.556.359.1
Unamortized purchased gas adjustments20.323.0107.9
Cost of removal97.097.023.9
Other133.2116.0116.3
Total Noncurrent Regulatory Assets630.8617.6634.7
Total Regulatory Assets$843.7$910.7$825.9
Regulatory Liabilities:
Noncurrent:
Deferred taxes due to customers$111.6$114.8$124.6
Pension and postretirement benefit costs160.2156.5127.4
Accrued cost of removal93.490.4—
Unamortized purchased gas adjustments23.711.2—
Other15.616.57.0
Total Noncurrent Regulatory Liabilities404.5389.4259.0
Total Regulatory Liabilities$404.5$389.4$259.0
December 31,September 30,December 31,
Spire Alabama202320232022
Regulatory Assets:
Current:
Unamortized purchased gas adjustments$12.2$21.7$54.5
Other18.819.912.8
Total Current Regulatory Assets31.041.667.3
Noncurrent:
Future income taxes due from customers1.92.02.1
Pension and postretirement benefit costs66.067.875.1
Cost of removal543.7536.2482.2
Other1.00.91.0
Total Noncurrent Regulatory Assets612.6606.9560.4
Total Regulatory Assets$643.6$648.5$627.7
Regulatory Liabilities:
Noncurrent:
Pension and postretirement benefit costs$17.3$17.9$18.7
Other3.43.33.5
Total Noncurrent Regulatory Liabilities20.721.222.2
Total Regulatory Liabilities$20.7$21.2$22.2

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A portion of the Company’s and Spire Missouri’s regulatory assets arenot earning a return, as shown in the table below:

December 31,September 30,December 31,
202320232022
Spire
Pension and postretirement benefit costs$134.0$133.4$127.0
Future income taxes due from customers143.6142.5136.4
Unamortized purchased gas adjustments214.4292.4289.1
Other117.0104.2122.9
Total Regulatory Assets Not Earning a Return$609.0$672.5$675.4
Spire Missouri
Pension and postretirement benefit costs$134.0$133.4$127.0
Future income taxes due from customers137.3136.2130.1
Unamortized purchased gas adjustments214.4292.4289.1
Other117.0104.2122.9
Total Regulatory Assets Not Earning a Return$602.7$666.2$669.1

Like all the Company’s regulatory assets, these regulatory assets as of* December 31, 2023* are expected to be recovered from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be 20 years or longer, based on current Internal Revenue Service guidelines and average remaining service life of active participants, respectively. The recovery period for the PGA assets is less thantwo years. The other itemsnot earning a return are expected to be recovered over a periodnot to exceed 15 years, consistent with precedent set by the MoPSC, except for certain debt costs expected to be recovered over the related debt term, up to35 years. Spire Alabama doesnot have any regulatory assets that arenot earning a return.

In2022, the MoPSC initiated their annual ACA dockets (GR-2022-0135 and GR-2022-0136) to audit gas commodity and transportation costs for the2020-2021 heating season, which included the impact of a period of unusually severe cold weather in mid-* February 2021 (“Winter Storm Uri”) on Spire Missouri’s natural gas portfolio. On December 15, 2022,the MoPSC staff filed its Reports and Recommendations in these cases proposing various disallowances relating to imbalance cash-outs and an off-system sale. On January 19, 2023,Spire Missouri filed its response to this proposal setting forth its position that there isno* basis in law or fact for either disallowance. On* July 12, 2023,the MoPSC entered a scheduling order in this matter which includes several rounds of pre-filed testimony prior to an evidentiary hearing to be held in early May 2024.On November 2, 2023,*Spire Missouri filed an unopposed settlement stipulation by which the MoPSC Staff agreed to withdraw its recommendation of a proposed disallowance relating to imbalance cash-outs. The proposed disallowance relating to an off-system sale remains pending in the case. Management believes the likelihood of an unfavorable outcome is remote.

The Infrastructure System Replacement Surcharge (ISRS) allows Spire Missouri expedited recovery for its investment to replace qualifying components of its infrastructure without the necessity of a formal rate case. All prior ISRS revenues were reset tozero as of* December 26, 2022as a result of Spire Missouri’s most recent base rate case. On April 20, 2023,the MoPSC approved an annual ISRS revenue increase of $7.7, effective May 6, 2023,reflecting eligible pipe replacement from October 2022through February 2023.On October 4, 2023,the MoPSC approved an incremental annual ISRS revenue increase of $12.4, effective October 23, 2023,reflecting eligible pipe replacement from March 2023through August 2023.On January 17,2024, Spire Missouri initiated an ISRS case reflecting eligible capital projects from September 2023through February 2024.The related rate increase, totaling up to $17.3 in annualized revenue, remains under review by the MoPSC but is tentatively expected to be effective in July 2024.*

In fiscal2023, the MoPSC approved increases in the PGA in Spire Missouri’s tariff effective in* November 2022and January 2023.In fiscal2024,* the MoPSC approved a slight decrease in the PGA in Spire Missouri’s tariff effective in* November 2023.These modifications reflect changes in natural gas commodity prices. Deferred gas balances remaining from prior periods were also reflected in the recently approved tariff rates and are expected to be substantially recovered by the end of the current heating season and fully recovered during fiscal2024.*

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In thefirst quarter of fiscal2023, Spire Alabama made its annual Rate Stabilization and Equalization (RSE) rate filing with the APSC, presenting the utility’s budget for the fiscal year ended* September 30, 2023,and new rates designed to provide an annual revenue increase of $15.0 became effective January 1, 2023.On October 26, 2023,Spire Alabama made its annual RSE rate filing, presenting the utility’s budget for the fiscal year ending September 30, 2024.After an amended filing on December 27, 2023,new rates designed to provide an annual revenue increase of $14.3 became effective January 1, 2024.*

Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider which permits the pass-through to customers of changes in the cost of gas supply. In fiscal2023, GSA rate increases were effective* December 1, 2022and January 1, 2023,and in fiscal2024,* GSA rate decreases were effective* October 1, 2023and January 1, 2024,*primarily attributable to changes in natural gas commodity prices.

Spire

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

On* October 26, 2022,Spire Gulf made its annual RSE filing (based on its budget for fiscal2023*), which was reviewed by the APSC and the Alabama Attorney General’s Office (AGO) resulting in an amended RSE filing made on* December 21, 2022reflecting an increase in annual revenues of $2.5 effective January 1, 2023.Spire Gulf’s April 30, 2023RSE point of test filing reflected that its projected return on average common equity (RCE) exceeded the allowed RCE, resulting in an annualized refund of $1.8 that became effective July 1, 2023.Spire Gulf’s September 30, 2023RSE point of test reflected that its actual RCE still exceeded the allowed RCE, resulting in an additional annualized refund of $2.0 that became effective December 13, 2023.On October 26, 2023,Spire Gulf made its annual RSE filing (based on its budget for fiscal2024*). Following review by the APSC and AGO, Spire Gulf made an amended RSE filing on* December 12, 2023reflecting a further increase in annual revenues of $2.7 which became effective December 13, 2023.*

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

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6. FINANCING

Short-term

Spire, Spire Missouri and Spire Alabama have a syndicated revolving credit facility pursuant to a loan agreement with12 banks through* July**22,* 2027. The agreement has an aggregate credit commitment of $1,300.0, including sublimits of $450.0 for the Spire holding company, $575.0 for Spire Missouri and $275.0 for Spire Alabama. These sublimits* maybe reallocated from time to time among thethree* borrowers within the $1,300.0 aggregate commitment, with commitment fees and interest margins applied for each borrower relative to its credit rating, as well as sustainability rate adjustments based on Spire’s DART (“Days Away Restricted or Transferred”) rate and methane emissions reductions. The Spire holding company* mayuse 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, tono* more than 70% of its total capitalization. As defined in the line of credit, on* December 31, 2023*, total debt was less than 65% of total capitalization for each borrower. There wereno borrowings against this credit facility as of* December 31, 2023*.

Spire has a commercial paper program (“CP Program”) pursuant to which it* mayissue short-term, unsecured commercial paper notes. Amounts available under the CP Program maybe 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 timenot* to exceed $1,300.0. The notes* mayhave maturities of up to365* days from date of issue.

After quarter end, on* January 3, 2024,Spire Missouri entered into a loan agreement with several banks for a $200.0 unsecured term loan due October 3, 2024.Interest accrues at theone*-month term secured overnight financing rate (“SOFR”) plus a SOFR adjustment of 0.10% per annum plus a margin of 0.90% per annum.

Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of* December 31, 2023*, $810.8 of Spire’s CP Program borrowings was used to support lending to the Utilities.

Spire (Parent Only) · Spire Missouri · Spire Alabama · Spire
CPTermSpireSpireConsol-
ProgramLoanNoteNoteidated
Highest borrowings outstanding$1,135.0$—$643.6$132.5$1,135.0
Lowest borrowings outstanding955.5—526.5107.9955.5
Weighted average borrowings1,043.5—583.3119.81,043.5
Weighted average interest rate5.7%n/a5.7%5.7%5.7%
Borrowings outstanding$1,047.5$—$633.3$128.5$1,047.5
Weighted average interest rate5.7%n/a5.7%5.7%5.7%
Borrowings outstanding$955.5$—$540.6$124.1$955.5
Weighted average interest rate5.6%n/a5.6%5.6%5.6%
Borrowings outstanding$1,227.0$—$651.2$145.8$1,227.0
Weighted average interest rate4.9%n/a4.9%4.9%4.9%

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Long-term

The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of* December 31, 2023*, there wereno 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 Ended December 31,
20232022
Spire$3.8$1.6
Spire Missouri1.20.5
Spire Alabama0.40.7

7. 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 Note8, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

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The carrying amounts and estimated fair values of financial instrumentsnot measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There wereno such instruments classified as Level3 (significant unobservable inputs) as of* December 31, 2023*,* September 30, 2023*, and* December 31, 2022*.

Classification of Estimated Fair Value
Carrying AmountFair ValueQuoted Prices in Active Markets (Level 1)Significant Observable Inputs (Level 2)
Spire
Cash and cash equivalents$4.8$4.8$4.8$—
Notes payable1,047.51,047.5—1,047.5
Long-term debt, including current portion3,704.83,481.5—3,481.5
Cash and cash equivalents$5.6$5.6$5.6$—
Notes payable955.5955.5—955.5
Long-term debt, including current portion3,710.63,270.2—3,270.2
Cash and cash equivalents$4.8$4.8$4.8$—
Notes payable1,227.01,227.0—1,227.0
Long-term debt, including current portion3,412.93,083.7—3,083.7
Spire Missouri
Notes payable – associated companies$633.3$633.3$—$633.3
Long-term debt, including current portion1,785.81,689.5—1,689.5
Cash and cash equivalents$0.8$0.8$0.8$—
Notes payable – associated companies540.6540.6—540.6
Long-term debt1,785.41,592.4—1,592.4
Notes payable – associated companies$651.2$651.2$—$651.2
Long-term debt, including current portion1,638.11,497.7—1,497.7
Spire Alabama
Notes payable – associated companies$128.5$128.5$—$128.5
Long-term debt746.0701.7—701.7
Cash and cash equivalents$1.2$1.2$1.2$—
Notes payable – associated companies124.1124.1—124.1
Long-term debt745.9648.0—648.0
Notes payable – associated companies$145.8$145.8$—$145.8
Long-term debt745.6674.5—674.5

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8. 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 included in Level1 are valued based on exchange-quoted market prices of individual securities.

Derivative instruments included in Level1 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 Level2 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 Level2 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 Level3 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 wereno Level3 balances as of* December 31, 2023*,* September 30, 2023*, and* December 31, 2022*. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

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

Spire

Quoted Prices in Active Markets (Level 1)Significant Observable Inputs (Level 2)Effects of Netting and Cash Margin Receivables /PayablesTotal
ASSETS
Gas Utility:
U.S. stock/bond mutual funds$22.0$—$—$22.0
NYMEX/ICE natural gas contracts4.7—(4.7)—
Gas Marketing:
NYMEX/ICE natural gas contracts13.2—(13.2)—
Natural gas commodity contracts—45.5(1.4)44.1
Other:
U.S. stock/bond mutual funds14.6——14.6
U.S. bonds21.6——21.6
Global bonds1.4——1.4
Interest rate swaps—22.7—22.7
Total$77.5$68.2$(19.3)$126.4
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts$60.7$—$(60.7)$—
Gasoline and heating oil contracts—0.4(0.4)—
Gas Marketing:
NYMEX/ICE natural gas contracts32.7—(32.7)—
Natural gas commodity contracts—24.5(1.4)23.1
Other:
Interest rate swaps—2.0—2.0
Total$93.4$26.9$(95.2)$25.1

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Quoted Prices in Active Markets (Level 1)Significant Observable Inputs (Level 2)Effects of Netting and Cash Margin Receivables /PayablesTotal
ASSETS
Gas Utility:
U.S. stock/bond mutual funds$20.4$—$—$20.4
NYMEX/ICE natural gas contracts6.3—(6.3)—
Gasoline and heating oil contracts—0.1(0.1)—
Gas Marketing:
NYMEX/ICE natural gas contracts10.1—(10.1)—
Natural gas commodity contracts—36.7(3.6)33.1
Other:
U.S. stock/bond mutual funds37.6——37.6
Interest rate swaps—44.2—44.2
Total$74.4$81.0$(20.1)$135.3
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts$50.8$—$(44.0)$6.8
Gas Marketing:
NYMEX/ICE natural gas contracts21.8—(21.8)—
Natural gas commodity contracts—27.6(3.6)24.0
Total$72.6$27.6$(69.4)$30.8
ASSETS
Gas Utility:
U.S. stock/bond mutual funds$19.5$—$—$19.5
NYMEX/ICE natural gas contracts0.4—(0.4)—
Gasoline and heating oil contracts0.2—(0.2)—
Gas Marketing:
NYMEX/ICE natural gas contracts52.0—(52.0)—
Natural gas commodity contracts *—92.9(13.2)79.7
Other:
U.S. stock/bond mutual funds28.3——28.3
Interest rate swaps *—61.4—61.4
Total$100.4$154.3$(65.8)$188.9
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts$35.7$—$(35.7)$—
Gasoline and heating oil contracts0.2—(0.2)—
Gas Marketing:
NYMEX/ICE natural gas contracts58.4—(58.4)—
Natural gas commodity contracts *—71.1(13.2)57.9
Other:
Interest rate swaps *—0.8—0.8
Total$94.3$71.9$(107.5)$58.7
*Subsequent to the issuance of its consolidated financial statements for the quarter ended December 31, 2022, during the fourth quarter of fiscal 2023, the Company identified an error in the fair value level presentation for certain line items in the Fair Value Measurements table. The presentation has been corrected to reflect the impacted line items in Level 2 rather than Level 1 as of December 31, 2022. This immaterial correction did not impact the reported fair values or the consolidated financial statements.

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Quoted Prices in Active Markets (Level 1)Significant Observable Inputs (Level 2)Effects of Netting and Cash Margin Receivables /PayablesTotal
ASSETS
U.S. stock/bond mutual funds$22.0$—$—$22.0
NYMEX/ICE natural gas contracts4.7—(4.7)—
Total$26.7$—$(4.7)$22.0
LIABILITIES
NYMEX/ICE natural gas contracts$60.7$—$(60.7)$—
Gasoline and heating oil contracts—0.4(0.4)—
Total$60.7$0.4$(61.1)$—
ASSETS
U.S. stock/bond mutual funds$20.4$—$—$20.4
NYMEX/ICE natural gas contracts6.3—(6.3)—
Gasoline and heating oil contracts—0.1(0.1)—
Total$26.7$0.1$(6.4)$20.4
LIABILITIES
NYMEX/ICE natural gas contracts$50.8$—$(44.0)$6.8
ASSETS
U.S. stock/bond mutual funds$19.5$—$—$19.5
NYMEX/ICE natural gas contracts0.4—(0.4)—
Gasoline and heating oil contracts0.2—(0.2)—
Total$20.1$—$(0.6)$19.5
LIABILITIES
NYMEX/ICE natural gas contracts$35.7$—$(35.7)$—
Gasoline and heating oil contracts0.2—(0.2)—
Total$35.9$—$(35.9)$—

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

Three Months Ended December 31,
20232022
Spire
Service cost – benefits earned during the period$4.0$4.1
Interest cost on projected benefit obligation6.86.4
Expected return on plan assets(6.3)(6.4)
Amortization of prior service credit(1.1)(1.1)
Amortization of actuarial loss1.61.6
Loss on lump-sum settlements—8.6
Subtotal5.013.2
Regulatory adjustment8.71.8
Net pension cost$13.7$15.0
Spire Missouri
Service cost – benefits earned during the period$2.6$2.8
Interest cost on projected benefit obligation4.84.5
Expected return on plan assets(4.3)(4.5)
Amortization of prior service credit(0.5)(0.5)
Amortization of actuarial loss1.51.5
Subtotal4.13.8
Regulatory adjustment6.38.1
Net pension cost$10.4$11.9
Spire Alabama
Service cost – benefits earned during the period$1.2$1.1
Interest cost on projected benefit obligation1.31.3
Expected return on plan assets(1.2)(1.1)
Amortization of prior service credit(0.6)(0.6)
Amortization of actuarial loss0.20.1
Loss on lump-sum settlements—8.6
Subtotal0.99.4
Regulatory adjustment2.2(6.5)
Net pension cost$3.1$2.9

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Pursuant to the provisions of Spire Missouri’s and Spire Alabama’s pension plans, pension obligations* maybe 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* months ended* December 31, 2023*, no Spire plans met the criteria for settlement recognition.

For thethree months ended* December 31, 2022,two Spire Alabama plans met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the remeasurement were $27.5 for the Spire Alabama plans. The lump-sum settlement resulted in a loss of $8.6 for Spire Alabama. For the remeasurement, the discount rate for both of the Spire Alabama plans was updated to 5.6%, from 5.7% forone plan and 5.65% for the other plan, at September 30, 2022.The Spire Alabama regulatory tariff requires that settlement losses be amortized over the remaining actuarial life of the individuals in the plan — in this case,13.4 years forone* plan and 12.4 years for the other plan. Therefore, no lump sum settlement expense was recorded in thethree months ended* December 31, 2022.*

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

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

The funding policy of the Utilities is to contribute an amountnot less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal2024 contributions to Spire Missouri’s pension plans through* December 31, 2023* were $5.0 to the qualified trusts andnone to non-qualified plans. Fiscal2024 contributions to the Spire Alabama pension plans through* December 31, 2023* were $2.0. Contributions totaling $16.6 to the qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal2024. Contributions to Spire Alabama’s pension plans for the remainder of fiscal2024 are anticipated to be $14.4.

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 age65. 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.

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

Three Months Ended December 31,
20232022
Spire
Service cost – benefits earned during the period$1.1$1.2
Interest cost on accumulated postretirement benefit obligation2.12.1
Expected return on plan assets(4.0)(3.9)
Amortization of prior service cost0.10.1
Amortization of actuarial gain(1.0)(1.0)
Subtotal(1.7)(1.5)
Regulatory adjustment0.20.1
Net postretirement benefit income$(1.5)$(1.4)
Spire Missouri
Service cost – benefits earned during the period$0.9$1.0
Interest cost on accumulated postretirement benefit obligation1.61.6
Expected return on plan assets(2.7)(2.6)
Amortization of prior service cost0.20.2
Amortization of actuarial gain(0.9)(0.8)
Subtotal(0.9)(0.6)
Regulatory adjustment0.60.6
Net postretirement benefit income$(0.3)$—
Spire Alabama
Service cost – benefits earned during the period$0.2$0.2
Interest cost on accumulated postretirement benefit obligation0.50.4
Expected return on plan assets(1.3)(1.2)
Amortization of prior service credit(0.1)(0.1)
Amortization of actuarial gain—(0.1)
Subtotal(0.7)(0.8)
Regulatory adjustment(0.4)(0.5)
Net postretirement benefit income$(1.1)$(1.3)

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.

Effective* December 23, 2021,the $8.6 allowance for recovery in rates for Spire Missouri’s postretirement benefit plans was discontinued. The difference betweenno* recovery in rates and pension expense as calculated pursuant to the above and that otherwise would be included in the statements of income and statements of comprehensive income is deferred as a regulatory asset or regulatory liability. Effective with the resolution of the2022 Missouri rate case in* December 2022,*net liabilities for postretirement benefits will reduce rates $0.9 and $0.1 per year for Missouri East and Missouri West, respectively.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have beenno contributions to the postretirement plans through* December 31, 2023* for Spire Missouri or Spire Alabama, andnone are expected to be required for the remainder of the fiscal year.

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10. 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 STL Pipeline, a subsidiary of Spire providing interstate natural gas pipeline transportation services, and Spire Storage, subsidiaries of Spire providing interstate and intrastate natural gas storage services. Other components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a propane pipeline and risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.

Accounting policies are described in Note1, 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 to Spire Missouri and Spire Marketing.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions.

Gas UtilityGas MarketingMidstreamOtherEliminationsConsolidated
Revenues from external customers$715.2$36.3$5.0$0.1$—$756.6
Intersegment revenues——9.94.0(13.9)—
Total Operating Revenues715.236.314.94.1(13.9)756.6
Depreciation and amortization expense64.20.42.30.1—67.0
Interest expense39.0—1.824.0(14.2)50.6
Income tax expense15.73.80.60.9—21.0
Net economic earnings (loss)75.87.22.4(2.7)—82.7
Capital expenditures174.9—52.0—(0.4)226.5
Gas UtilityGas MarketingMidstreamOtherEliminationsConsolidated
Revenues from external customers$733.0$74.1$6.8$0.1$—$814.0
Intersegment revenues——8.43.9(12.3)—
Total Operating Revenues733.074.115.24.0(12.3)814.0
Depreciation and amortization expense59.70.31.90.2—62.1
Interest expense32.1—1.919.5(9.9)43.6
Income tax expense (benefit)12.410.51.4(2.7)—21.6
Net economic earnings (loss)62.925.73.8(7.3)—85.1
Capital expenditures146.30.27.70.6—154.8

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

Three Months Ended December 31,
20232022
Net Income$85.1$91.0
Adjustments, pre-tax:
Fair value and timing adjustments(5.2)(7.8)
Acquisition activities1.9—
Income tax adjustments0.91.9
Net Economic Earnings$82.7$85.1

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

December 31,September 30,December 31,
202320232022
Total Assets:
Gas Utility$8,736.7$8,486.7$8,355.1
Gas Marketing207.0332.0492.4
Midstream633.9574.3466.6
Other2,755.12,533.32,882.8
Eliminations(1,701.0)(1,612.7)(1,869.2)
Total Assets$10,631.7$10,313.6$10,327.7

11. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through calendar2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at* December 31, 2023*, are estimated at $1,900.3, $1,331.4, and $403.5 for the Company, Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of* Novemberthrough April.*The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.

A consolidated subsidiary of Spire is a limited partner in Inter-Atlantic Energy Capital Ventures, L.P., an unconsolidated partnership focusing on sustainability initiatives largely tied to the natural gas utility sector. Spire committed to contribute a total of $10.0 of capital to the partnership as and when requested by the general partner. As of* December 31, 2023*, the remaining unfunded commitment was $4.9.

Contingencies

The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic450, 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 willnot 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.

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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 havenot 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* mayincur additional environmental liabilities that mayresult 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 havenot been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and* maybe 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.

In2020, 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 donot* 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 identifiedthree 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 enrolledtwo of the sites in the Missouri Department of Natural Resources (MoDNR) Brownfields/Voluntary Cleanup Program (BVCP). Thethird 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 obligatesone of the City agencies and the environmental consultant to remediate the site and obtain aNo 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 intoseven* parcels, and MoDNR NFA letters have been received forsix of the parcels. Remediation is ongoing on the last parcel.

In a letter dated* June**29,* 2011, the Attorney General for the State of Missouri informed Spire Missouri that the MoDNR had completed an investigation of thesecond site, Station A. The Attorney General requested that Spire Missouri participate in the follow up investigations of the site. In a letter dated* January 10, 2012,Spire Missouri stated that it would participate in future environmental response activities at the site in conjunction with other PRPs. Accordingly, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. MoDNR never approved the agreement, sono* remedial investigation took place. Recently, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the Station A site and developing the same for industrial purposes. Consequently, Spire Missouri is now in discussions with the developer, other PRPs and MoDNR to develop a new remedial investigation plan for the site.

41

Additionally, in correspondence dated* November 30, 2016,Region7* of the EPA has asserted that Spire Missouri is liable under Section107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of1980 (CERCLA) for alleged coal gas waste contamination at athird site, Station B. Spire Missouri and the site owner notified the EPA that information and data provided by the EPA to date doesnot 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 Section104*(e) information request under CERCLA from EPA Region7 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 receivedno* further inquiry from the EPA regarding this matter.

In its western service area, Spire Missouri hassix 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 since2003 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 thesix* 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 ofnine former MGP sites,four of which it still owns, andfive former manufactured gas distribution sites,one of which it still owns. All are located in the state of Alabama.

In2011, 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.

In2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section104 of CERCLA relating to the35th 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 hasnot been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.

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

Spire

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

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

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