Spire Inc. (NYSE: SR) boosts EPS, adds $2.5B Tennessee utility and exits non-core units
Spire Inc. (SR) reported stronger results for the quarter ended March 31, 2026 while transforming its portfolio. Operating revenues rose to $1,020.0 million from $976.4 million, driving net income to $282.2 million versus $209.3 million. Net income available to common shareholders increased to $272.3 million, and diluted EPS climbed to $4.60 from $3.51, helped by contributions from discontinued operations.
On March 31, 2026 Spire closed the $2.5 billion cash acquisition of Piedmont’s Tennessee natural gas business, creating the new Spire Tennessee unit and adding $737.9 million of goodwill. To refocus on regulated utilities, Spire is selling Spire Marketing and Spire Storage, which together generated discontinued operations net income of $64.6 million this quarter, and plans to sell Spire Mississippi, recording a $3.9 million goodwill impairment.
To finance the deal, Spire issued $2,497.1 million of long‑term debt, drew a $800.0 million delayed‑draw term loan and later agreed to sell Spire Marketing for $212.0 million and Spire Storage for total expected consideration of about $650.0 million. The company also redeemed its $250.0 million 5.90% Series A preferred stock, incurring an $8.0 million redemption cost.
Positive
- $2.5 billion Tennessee acquisition expands regulated footprint and adds $737.9 million of goodwill tied to expected synergies, scale and growth in a fast-growing region.
- Discontinued operations profitability increased sharply, with Spire Marketing and Spire Storage contributing $64.6 million of net income this quarter versus $20.0 million a year earlier.
- Core earnings and EPS improved, as net income rose to $282.2 million from $209.3 million and diluted EPS increased to $4.60 from $3.51 on higher utility revenues and discontinued operations.
Negative
- None.
Insights
Spire is reshaping into a larger, more focused regulated gas utility funded mainly with new debt.
Spire Inc. grew quarterly operating revenues to $1,020.0 million and net income to $282.2 million, helped by strong utility performance and discontinued operations. The core Gas Utility segment remains the main earnings driver, with seasonally high results in the heating months.
The transformational move is the $2.5 billion Piedmont Tennessee acquisition, adding regulated customers and $737.9 million of goodwill. Management describes it as increasing scale, regulatory diversity and supporting dividend growth. At the same time, Spire is exiting non-core marketing and storage businesses and classifying them as discontinued operations.
Financing relies heavily on debt: Spire issued $2,497.1 million of long-term debt, drew a $800.0 million term loan and Spire Tennessee issued $825.0 million of senior notes in a private placement. Proceeds from the $212.0 million Spire Marketing sale and the approximately $650.0 million Spire Storage sale are earmarked primarily to repay acquisition-related borrowings. Future filings may show how leverage, interest expense and allowed returns interact under MoPSC, APSC and TPUC regulation.
Key Figures
Key Terms
discontinued operations financial
goodwill impairment financial
Regulated Operations financial
assets held for sale financial
Annual Review Mechanism (ARM) financial
at-the-market equity distribution agreement financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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Name of Registrant, Address of Principal Executive Offices and Telephone Number |
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I.R.S. Employer Identification Number |
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (only applicable for Spire Inc.):
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days.
Spire Inc. |
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No ☐ |
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Spire Missouri Inc. |
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No ☐ |
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Spire Alabama Inc. |
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No ☐ |
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Spire Inc. |
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No ☐ |
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Spire Missouri Inc. |
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No ☐ |
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Spire Alabama Inc. |
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No ☐ |
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non- filer |
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company |
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growth company |
Spire Inc. |
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Spire Missouri Inc. |
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Spire Alabama Inc. |
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If an emerging growth company, indicate by check mark if each registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Spire Inc. |
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Spire Missouri Inc. |
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Spire Alabama Inc. |
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Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Spire Inc. |
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Yes ☐ |
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No |
Spire Missouri Inc. |
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Yes ☐ |
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No |
Spire Alabama Inc. |
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The number of shares outstanding of each registrant’s common stock as of April 29, 2026, was as follows:
Spire Inc. |
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Common Stock, par value $1.00 per share |
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Spire Missouri Inc. |
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Common Stock, par value $1.00 per share (all owned by Spire Inc.) |
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Spire Alabama Inc. |
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Common Stock, par value $0.01 per share (all owned by Spire Inc.) |
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Spire Missouri Inc. and Spire Alabama Inc. meet the conditions set forth in General Instructions H(1)(a) and (b) to Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instructions H(2) to Form 10-Q.
This combined Form 10-Q represents separate filings by Spire Inc., Spire Missouri Inc., and Spire Alabama Inc. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants, except that information relating to Spire Missouri Inc. and Spire Alabama Inc. are also attributed to Spire Inc.
Table of Contents
TABLE OF CONTENTS
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GLOSSARY |
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PART I. FINANCIAL INFORMATION |
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Item 1 |
Financial Statements (Unaudited) |
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Spire Inc. |
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Condensed Consolidated Statements of Income |
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Condensed Consolidated Statements of Comprehensive Income |
5 |
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Condensed Consolidated Balance Sheets |
6 |
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Condensed Consolidated Statements of Shareholders’ Equity |
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Condensed Consolidated Statements of Cash Flows |
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Spire Missouri Inc. |
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Condensed Statements of Comprehensive Income |
11 |
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Condensed Balance Sheets |
12 |
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Condensed Statements of Shareholder’s Equity |
14 |
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Condensed Statements of Cash Flows |
15 |
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Spire Alabama Inc. |
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Condensed Statements of Income |
16 |
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Condensed Balance Sheets |
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Condensed Statements of Shareholder’s Equity |
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Condensed Statements of Cash Flows |
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Notes to Financial Statements |
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Note 1. Summary of Significant Accounting Policies |
21 |
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Note 2. Acquisitions |
24 |
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Note 3. Divestitures |
25 |
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Note 4. Revenue |
30 |
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Note 5. Earnings Per Common Share |
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Note 6. Shareholders’ Equity |
32 |
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Note 7. Regulatory Matters |
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Note 8. Financing |
37 |
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Note 9. Fair Value of Financial Instruments |
41 |
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Note 10. Fair Value Measurements |
42 |
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Note 11. Pension Plans and Other Postretirement Benefits |
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Note 12. Segment Information |
48 |
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Note 13. Commitments and Contingencies |
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Note 14. Subsequent Events |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4 |
Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
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Item 1A |
Risk Factors |
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Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3 |
Defaults upon Senior Securities |
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Item 4 |
Mine Safety Disclosures |
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Item 5 |
Other Information |
73 |
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Item 6 |
Exhibits |
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SIGNATURES |
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1
Table of Contents
GLOSSARY OF KEY TERMS AND ABBREVIATIONS
APSC |
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Alabama Public Service Commission |
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PGA |
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Purchased Gas Adjustment |
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ASC |
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Accounting Standards Codification |
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RSE |
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Rate Stabilization and Equalization |
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Company |
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Spire and its subsidiaries unless the context suggests otherwise |
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SEC |
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U.S. Securities and Exchange Commission |
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Degree days |
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The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted |
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Spire |
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Spire Inc. |
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FASB |
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Financial Accounting Standards Board |
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Spire Alabama |
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Spire Alabama Inc. |
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FERC |
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Federal Energy Regulatory Commission |
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Spire EnergySouth |
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Spire EnergySouth Inc., the parent of Spire Gulf and Spire Mississippi |
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GAAP |
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Accounting principles generally accepted in the United States of America |
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Spire Gulf |
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Spire Gulf Inc. |
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Gas Marketing |
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Segment including Spire Marketing, which provides natural gas marketing services |
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Spire Marketing |
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Spire Marketing Inc. |
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Gas Utility |
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Segment including the operations of the Utilities |
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Spire Mississippi |
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Spire Mississippi Inc. |
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GSA |
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Gas Supply Adjustment |
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Spire Missouri |
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Spire Missouri Inc. |
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ISRS |
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Infrastructure System Replacement Surcharge |
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Spire Tennessee |
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Spire Tennessee Inc. |
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Midstream |
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Segment including Spire Storage, and Spire MoGas Pipeline |
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Spire MoGas Pipeline or MoGas
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Spire MoGas Pipeline LLC, a 263-mile FERC-regulated natural gas pipeline, the former 65-mile Spire STL Pipeline serving eastern Missouri, and a connected 75-mile gas distribution system in Missouri. |
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MoPSC |
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Missouri Public Service Commission |
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Spire Storage |
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The physical natural gas storage operations of Spire Storage West LLC and Spire Storage Salt Plains LLC |
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MSPSC |
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Mississippi Public Service Commission |
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U.S. |
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United States |
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TPUC |
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Tennessee Public Utility Commission |
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O&M |
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Operation and maintenance |
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Utilities |
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Spire Missouri, Spire Alabama, Spire Tennessee and the subsidiaries of Spire EnergySouth |
2
Table of Contents
PART I. FINANCIAL INFORMATION
The interim financial statements included herein have been prepared by three separate registrants — Spire Inc. (“Spire” or the “Company”), Spire Missouri Inc. (“Spire Missouri”) and Spire Alabama Inc. (“Spire Alabama”) — without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the registrants’ combined Form 10-K for the fiscal year ended September 30, 2025.
The Financial Information in this Part I includes separate financial statements (i.e., statements of income and comprehensive income, balance sheets, statements of shareholders’ equity and statements of cash flows) for Spire, Spire Missouri and Spire Alabama. The Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are also included and presented herein on a combined basis for Spire, Spire Missouri and Spire Alabama.
3
Table of Contents
Item 1. Financial Statements
SPIRE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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(In millions, except per share amounts) |
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2026 |
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2025 |
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2026 |
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2025 |
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Operating Revenues |
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Operating Expenses: |
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Natural gas |
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Operation and maintenance |
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Depreciation and amortization |
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Taxes, other than income taxes |
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Total Operating Expenses |
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Operating Income |
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Interest Expense, Net |
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Other Income, Net |
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Goodwill Impairment |
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Gain on Sale of Subsidiary |
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Income From Continuing Operations Before Income Taxes |
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Income Tax Expense |
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Net Income From Continuing Operations |
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Net Income From Discontinued Operations, net of tax |
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Net Income |
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Provision for preferred dividends |
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Income allocated to participating securities |
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Preferred Share Redemption Cost* |
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Net Income Available to Common Shareholders |
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Weighted Average Number of Common Shares Outstanding: |
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Basic |
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Diluted |
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Basic Earnings Per Common Share - Continuing Operations Available to Common Shareholders |
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Diluted Earnings Per Common Share -Continuing Operations Available to Common Shareholders |
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Basic Earnings Per Common Share - Discontinued Operations |
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Diluted Earnings Per Common Share -Discontinued Operations |
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Basic Earnings Per Common Share Available to Common Shareholders |
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Diluted Earnings Per Common Share Available to Common Shareholders |
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* On January 29, 2026, the Company announced the full redemption of its
See the accompanying Notes to Financial Statements.
4
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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(In millions) |
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2026 |
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2025 |
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2026 |
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Net Income |
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Other Comprehensive Income, Before Tax: |
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Cash flow hedging derivative instruments: |
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Net hedging (loss) gain arising during the period |
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Amounts reclassified into net income |
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Net (loss) gain on cash flow hedging derivative instruments |
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Net gain on defined benefit pension and other postretirement |
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Other Comprehensive (Loss) Income, Before Tax |
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Income Tax Benefit Related to Items of Other |
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Other Comprehensive Income (Loss), Net of Tax |
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Comprehensive Income |
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See the accompanying Notes to Financial Statements.
5
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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March 31, |
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September 30, |
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March 31, |
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(Dollars in millions, except per share amounts) |
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2026 |
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ASSETS |
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Utility Plant |
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Less: Accumulated depreciation and amortization |
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Net Utility Plant |
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Non-utility Property (net of accumulated depreciation and |
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Other Investments |
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Total Other Property and Investments |
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Current Assets: |
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Cash and cash equivalents |
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Accounts receivable: |
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Utility |
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Other |
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Allowance for credit losses |
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Delayed customer billings |
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Inventories: |
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Natural gas |
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Propane gas |
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Materials and supplies |
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Regulatory assets |
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Prepayments |
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Other |
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Assets held for sale |
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Total Current Assets |
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Deferred Charges and Other Assets: |
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Goodwill |
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|
|
|
|
|
|||
Regulatory assets |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Assets held for sale |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Charges and Other Assets |
|
|
|
|
|
|
|
|
|
|||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
6
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(UNAUDITED)
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
CAPITALIZATION AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|||
Capitalization: |
|
|
|
|
|
|
|
|
|
|||
Preferred stock ($ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Common stock (par value $ |
|
|
|
|
|
|
|
|
|
|||
Paid-in capital |
|
|
|
|
|
|
|
|
|
|||
Retained earnings |
|
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Total Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|||
Temporary equity |
|
|
|
|
|
|
|
|
|
|||
Long-term debt (less current portion) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization |
|
|
|
|
|
|
|
|
|
|||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|||
Notes payable |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Advance customer billings |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Customer deposits |
|
|
|
|
|
|
|
|
|
|||
Taxes accrued |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Liabilities associated with assets held for sale |
|
|
|
|
|
|
|
|
|
|||
Total Current Liabilities |
|
|
|
|
|
|
|
|
|
|||
Deferred Credits and Other Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Liabilities associated with assets held for sale |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Credits and Other Liabilities |
|
|
|
|
|
|
|
|
|
|||
Commitments and Contingencies (Note 13) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization and Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See the accompanying Notes to Financial Statements.
7
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
|
|
Common Stock |
|
|
Preferred |
|
|
Paid-in |
|
|
Retained |
|
|
|
|
|
|
|
||||||||||
(Dollars in millions) |
|
Shares |
|
|
Par |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
AOCI* |
|
|
Total |
|
|||||||
Three Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Dividend reinvestment plan |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock activity under stock-based |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Employees’ tax withholding for |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Temporary equity adjustment to |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of preferred shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Preferred share redemption cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Dividend reinvestment plan |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock activity under stock-based |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Employees’ tax withholding for |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Temporary equity adjustment to |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Redemption of preferred shares |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Preferred share redemption cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Preferred stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
8
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)
(UNAUDITED)
|
|
Common Stock |
|
|
Preferred |
|
|
Paid-in |
|
|
Retained |
|
|
|
|
|
|
|
||||||||||
|
|
Shares |
|
|
Par |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
AOCI* |
|
|
Total |
|
|||||||
Three Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Common stock issued |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Dividend reinvestment plan |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock activity under stock-based |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Employees’ tax withholding for |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Temporary equity adjustment to |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Preferred stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive loss, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Common stock issued |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Dividend reinvestment plan |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock activity under stock-based |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Employees’ tax withholding for |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Temporary equity adjustment to |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Preferred stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
*
See the accompanying Notes to Financial Statements.
9
Table of Contents
SPIRE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes and investment tax credits |
|
|
|
|
|
|
||
Changes in assets and liabilities, excluding impact of acquisition and divestitures: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
|
||
Regulatory assets and liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Delayed/advance customer billings, net |
|
|
( |
) |
|
|
( |
) |
Taxes accrued |
|
|
( |
) |
|
|
( |
) |
Other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Business acquisitions, net of cash acquired |
|
|
( |
) |
|
|
|
|
Proceeds from sale of subsidiary |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Issuance of long-term debt |
|
|
|
|
|
|
||
Repayment of long-term debt |
|
|
( |
) |
|
|
( |
) |
Redemption of preferred shares |
|
|
( |
) |
|
|
|
|
Preferred share redemption cost |
|
|
( |
) |
|
|
|
|
Issuance of delayed draw term loan |
|
|
|
|
|
|
||
(Repayment) issuance of short-term debt, net |
|
|
( |
) |
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
||
Dividends paid on common stock |
|
|
( |
) |
|
|
( |
) |
Dividends paid on preferred stock |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net Increase in Cash, Cash Equivalents, and Restricted Cash |
|
|
|
|
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period |
|
|
|
|
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash paid for: |
|
|
|
|
|
|
||
Interest, net of amounts capitalized |
|
$ |
( |
) |
|
$ |
( |
) |
Income taxes |
|
|
( |
) |
|
|
( |
) |
See the accompanying Notes to Financial Statements.
10
Table of Contents
SPIRE MISSOURI INC.
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxes, other than income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense, Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Income, Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income Tax Expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Comprehensive Income, Net of Tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See the accompanying Notes to Financial Statements.
11
Table of Contents
SPIRE MISSOURI INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
(Dollars in millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
Utility Plant |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: Accumulated depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Net Utility Plant |
|
|
|
|
|
|
|
|
|
|||
Other Property and Investments |
|
|
|
|
|
|
|
|
|
|||
Current Assets: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable: |
|
|
|
|
|
|
|
|
|
|||
Utility |
|
|
|
|
|
|
|
|
|
|||
Associated companies |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Delayed customer billings |
|
|
|
|
|
|
|
|
|
|||
Inventories: |
|
|
|
|
|
|
|
|
|
|||
Natural gas |
|
|
|
|
|
|
|
|
|
|||
Propane gas |
|
|
|
|
|
|
|
|
|
|||
Materials and supplies |
|
|
|
|
|
|
|
|
|
|||
Regulatory assets |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Assets |
|
|
|
|
|
|
|
|
|
|||
Deferred Charges and Other Assets: |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Regulatory assets |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Charges and Other Assets |
|
|
|
|
|
|
|
|
|
|||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
12
Table of Contents
SPIRE MISSOURI INC.
CONDENSED BALANCE SHEETS (Continued)
(UNAUDITED)
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
CAPITALIZATION AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|||
Capitalization: |
|
|
|
|
|
|
|
|
|
|||
Paid-in capital and common stock (par value $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Retained earnings |
|
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total Shareholder's Equity |
|
|
|
|
|
|
|
|
|
|||
Long-term debt (less current portion) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization |
|
|
|
|
|
|
|
|
|
|||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Accounts payable – associated companies |
|
|
|
|
|
|
|
|
|
|||
Advance customer billings |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Customer deposits |
|
|
|
|
|
|
|
|
|
|||
Taxes accrued |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Liabilities |
|
|
|
|
|
|
|
|
|
|||
Deferred Credits and Other Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Credits and Other Liabilities |
|
|
|
|
|
|
|
|
|
|||
Commitments and Contingencies (Note 13) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization and Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See the accompanying Notes to Financial Statements.
13
Table of Contents
SPIRE MISSOURI INC.
CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY
(UNAUDITED)
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
|
|
|
|
|
|||||||||
(Dollars in millions) |
|
Shares |
|
|
Par |
|
|
Capital |
|
|
Earnings |
|
|
AOCI* |
|
|
Total |
|
||||||
Three Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Common stock issued to Spire Inc. |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Common stock issued to Spire Inc. |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
*
See the accompanying Notes to Financial Statements.
14
Table of Contents
SPIRE MISSOURI INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net Income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes and investment tax credits |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
|
||
Regulatory assets and liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
Delayed/advance customer billings, net |
|
|
( |
) |
|
|
( |
) |
Taxes accrued |
|
|
( |
) |
|
|
( |
) |
Other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Issuance of long-term debt, net |
|
|
|
|
|
|
||
(Repayments to) Borrowings from Spire, net |
|
|
( |
) |
|
|
( |
) |
Issuance of common stock |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
|
|
Other |
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net Increase in Cash and Cash Equivalents |
|
|
|
|
|
|
||
Cash and Cash Equivalents at Beginning of Period |
|
|
|
|
|
|
||
Cash and Cash Equivalents at End of Period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash paid for: |
|
|
|
|
|
|
||
Interest, net of amounts capitalized |
|
$ |
( |
) |
|
$ |
( |
) |
Income taxes |
|
|
( |
) |
|
|
( |
) |
See the accompanying Notes to Financial Statements.
15
Table of Contents
SPIRE ALABAMA INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxes, other than income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense, Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Income (Expense), Net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income Tax Expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See the accompanying Notes to Financial Statements.
16
Table of Contents
SPIRE ALABAMA INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
(Dollars in millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
Utility Plant |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: Accumulated depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Net Utility Plant |
|
|
|
|
|
|
|
|
|
|||
Other Property and Investments |
|
|
|
|
|
|
|
|
|
|||
Current Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable: |
|
|
|
|
|
|
|
|
|
|||
Utility |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Delayed customer billings |
|
|
|
|
|
|
|
|
|
|||
Inventories: |
|
|
|
|
|
|
|
|
|
|||
Natural gas |
|
|
|
|
|
|
|
|
|
|||
Materials and supplies |
|
|
|
|
|
|
|
|
|
|||
Regulatory assets |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Assets |
|
|
|
|
|
|
|
|
|
|||
Deferred Charges and Other Assets: |
|
|
|
|
|
|
|
|
|
|||
Regulatory assets |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Charges and Other Assets |
|
|
|
|
|
|
|
|
|
|||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
17
Table of Contents
SPIRE ALABAMA INC.
CONDENSED BALANCE SHEETS (Continued)
(UNAUDITED)
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
CAPITALIZATION AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|||
Capitalization: |
|
|
|
|
|
|
|
|
|
|||
Paid-in capital and common stock (par value $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Retained earnings |
|
|
|
|
|
|
|
|
|
|||
Total Shareholder's Equity |
|
|
|
|
|
|
|
|
|
|||
Long-term debt (less current portion) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization |
|
|
|
|
|
|
|
|
|
|||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Accounts payable – associated companies |
|
|
|
|
|
|
|
|
|
|||
Advance customer billings |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Customer deposits |
|
|
|
|
|
|
|
|
|
|||
Taxes accrued |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Liabilities |
|
|
|
|
|
|
|
|
|
|||
Deferred Credits and Other Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Regulatory liabilities |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Deferred Credits and Other Liabilities |
|
|
|
|
|
|
|
|
|
|||
Commitments and Contingencies (Note 13) |
|
|
|
|
|
|
|
|
|
|||
Total Capitalization and Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See the accompanying Notes to Financial Statements.
18
Table of Contents
SPIRE ALABAMA INC.
CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY
(UNAUDITED)
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
|
|
||||||||
(Dollars in millions) |
|
Shares |
|
|
Par |
|
|
Capital |
|
|
Earnings |
|
|
Total |
|
|||||
Three Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Return of capital to Spire |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Six Months Ended March 31, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2025 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Return of capital to Spire |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Three Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2024 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Return of capital to Spire |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Six Months Ended March 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2024 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Return of capital to Spire |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
See the accompanying Notes to Financial Statements.
19
Table of Contents
SPIRE ALABAMA INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net Income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes and investment tax credits |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
|
||
Regulatory assets and liabilities |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||
Delayed/advance customer billings |
|
|
|
|
|
( |
) |
|
Taxes accrued |
|
|
( |
) |
|
|
( |
) |
Other assets and liabilities |
|
|
|
|
|
( |
) |
|
Other |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Borrowings from Spire |
|
|
|
|
|
( |
) |
|
Return of capital to Spire |
|
|
( |
) |
|
|
( |
) |
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net Decrease in Cash and Cash Equivalents |
|
|
|
|
|
|
||
Cash and Cash Equivalents at Beginning of Period |
|
|
|
|
|
|
||
Cash and Cash Equivalents at End of Period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash paid for: |
|
|
|
|
|
|
||
Interest, net of amounts capitalized |
|
$ |
( |
) |
|
$ |
( |
) |
Income taxes |
|
|
|
|
|
|
||
See the accompanying Notes to Financial Statements.
20
Table of Contents
SPIRE INC., SPIRE MISSOURI INC. AND SPIRE ALABAMA INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in millions, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS – Spire Inc. (“Spire” or the Company), headquartered in St. Louis, Missouri, is a regulated energy company primarily engaged in the distribution of natural gas. Spire’s regulated natural gas distribution operations include Spire Missouri Inc. (“Spire Missouri”), serving customers in Missouri; Spire Alabama Inc. (“Spire Alabama”), serving central and northern Alabama; and the subsidiaries of Spire EnergySouth Inc. (“Spire EnergySouth”)(Spire Gulf and Spire Mississippi) serving customers in Southern Alabama and south-central Mississippi. The following paragraphs summarize certain transactions and other developments that have occurred during fiscal 2026, which impact the Company’s operations and financial statement presentation.
On March 31, 2026, Spire completed the acquisition of the Tennessee assets of Piedmont Natural Gas Company, Inc. (“Piedmont”), a wholly-owned subsidiary of Duke Energy Corporation (“Piedmont Tennessee Transaction” or “Piedmont Tennessee”) for a total cash purchase price of $
As of March 12, 2026, Spire management and its board of directors approved plans to sell Spire Marketing Inc. (“Spire Marketing”), Spire Storage, and Spire Mississippi. As a result, management determined the assets and liabilities met the criteria to be presented as held for sale. In addition, management determined that the operations of Spire Marketing and Spire Storage met the criteria to be presented as discontinued operations. See further discussion below in Note 3 – Divestitures.
As a result of the foregoing, the Company revised its primary operating segments beginning in the second quarter of fiscal 2026, as discussed in Note 12 – Segment Information. The Company’s consolidated financial statements and accompanying notes have been recast to reflect the changes in presentation.
The Company’s earnings from continuing operations are derived primarily from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business and the volumetric rate design, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.
BASIS OF PRESENTATION – These notes are an integral part of the accompanying unaudited financial statements of Spire presented on a consolidated basis, Spire Missouri Inc. and Spire Alabama Inc. (“Spire Alabama”). Spire Missouri, Spire Alabama, Spire EnergySouth, Spire Tennessee are wholly-owned subsidiaries of Spire. Spire Missouri, Spire Alabama, the subsidiaries of Spire EnergySouth (Spire Gulf Inc. and Spire Mississippi Inc.), and Spire Tennessee are collectively referred to as the “Utilities.”
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire, Spire Missouri and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.
Certain amounts in the Companies’ 2025 Consolidated Financial Statements and Notes have been reclassified to conform to the 2026 presentation of discontinued operations for comparative purposes.
REGULATED OPERATIONS – The Utilities account for their regulated operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations. This
21
Table of Contents
topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.
As authorized by the Missouri Public Service Commission (“MoPSC”), the Mississippi Public Service Commission (“MSPSC”), the Alabama Public Service Commission (“APSC”), and Tennessee Public Utility Commission (“TPUC”), the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (“GSA”) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 7, Regulatory Matters.
Certain utilities operate under alternative rate mechanisms approved by their respective regulators that provide for periodic rate adjustments intended to allow recovery of authorized costs and the opportunity to earn an approved rate of return. Spire Tennessee is allowed to operate under an Annual Review Mechanism (“ARM”) on an interim basis as approved by the TPUC with certain limitations, under which rates are adjusted annually to reflect changes in its cost of service, with amounts subject to recovery from or refund to customers recorded as regulatory assets or regulatory liabilities, as appropriate, when recovery through future rates is probable. See additional information about regulatory assets and liabilities in Note 7, Regulatory Matters.
BUSINESS COMBINATIONS AND GOODWILL – Spire’s acquisitions are accounted for using the business combination method of accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on their estimated fair values. Goodwill is measured as the excess of the acquisition‑date fair value of the consideration transferred over the net amounts of the acquisition‑date identifiable assets acquired and liabilities assumed.
At September 30, 2025, goodwill included in Spire’s Missouri reporting unit totaled $
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS — Assets and liabilities of a business that meet the accounting requirements to be classified as held for sale are separated in a disposal group. Disposal group net assets are recorded at the lower of their carrying amount or estimated fair value less expected costs to sell. After being classified as held for sale, assets are not depreciated or amortized.
Assets and liabilities of a disposal group that meet the accounting requirements to be classified as discontinued operations are presented separately for all current and prior periods in the consolidated balance sheets. The results of discontinued operations are reported in income from discontinued operations, net of taxes in the consolidated statements of income for the current and prior periods beginning in the period in which the business meets the held for sale criteria. Income from discontinued operations includes direct costs attributable to the business held for sale, and an estimate of costs from corporate functions dedicated to the business, but excludes corporate expenses composed of general and administrative expenses not attributable to any of the operating segments. Additionally, the Company has elected to allocate interest expense to discontinued operations related to debt that was not directly attributed to the disposal group. Interest expense was allocated based on a ratio of net assets held for sale to the sum of consolidated net assets and debt. This ratio was adjusted to exclude interest and debt directly attributable to Utility and Pipeline operations. See additional information about assets held for sale and discontinued operations in Note 3 - Divestitures.
DERIVATIVES – In the course of their business, certain subsidiaries of Spire enter into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded within operating revenues on a gross basis in the Condensed Consolidated Statements of Income. Contracts not
22
Table of Contents
designated as normal purchases or normal sales are within the scope of FASB ASC Topic 815 and 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.
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 |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of natural gas from Spire Marketing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Transportation services received from Spire MoGas Pipeline* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales of natural gas to Spire Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases of natural gas from Spire Marketing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
* Spire STL Pipeline LLC and Spire MoGas Pipeline LLC merged on December 31, 2025, with Spire MoGas Pipeline LLC being the surviving entity. All Spire STL Pipeline LLC transactions are included under Spire MoGas Pipeline.
RESTRICTED CASH AND OTHER INVESTMENTS – In Spire’s statement of cash flows, total Cash, Cash Equivalents, and Restricted Cash included $
ACCRUED CAPITAL EXPENDITURES – Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
Spire |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|||
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES – Trade accounts receivable are recorded at the amounts due from customers, including unbilled amounts. Accounts receivable are written off when they are deemed to be uncollectible. An allowance for expected credit losses is estimated and updated based on relevant data and trends such as accounts receivable aging, historical write-off experience, current write-off trends, economic conditions, and the impact of weather and availability of customer payment assistance on collection trends. For the Utilities, net write-offs as a percentage of revenue has historically been the best predictor of base net write-off experience over time. Management judgment is applied in the development of the allowance due to the complexity of variables and subjective nature of certain relevant factors. The accounts receivable of Spire’s non-utility businesses are evaluated separately from those of the Utilities. The allowance for credit losses for those other businesses is based on a continuous evaluation of the individual counterparty risk and is not significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.
23
Table of Contents
|
Spire |
|
|
Spire Missouri |
|
|
Spire Alabama |
|
|||||||||||||||
Three Months Ended March 31, |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||
Allowance at beginning of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Acquisition |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Provision for expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Write-offs, net of recoveries |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Allowance at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six Months Ended March 31, |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||
Allowance at beginning of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Acquisition |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Provision for expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Write-offs, net of recoveries |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Allowance at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
2. ACQUISITIONS
Acquisition of Tennessee Piedmont Natural Gas business
On March 31, 2026, Spire completed the acquisition of the Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc., a wholly-owned subsidiary of Duke Energy Corporation (the “Piedmont Tennessee Transaction” or “Acquisition”). The Company expects the acquisition to significantly increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S., expand regulatory diversity and provide accretive earnings and supports dividend growth. The consideration transferred at closing was approximately $
The following table summarizes the preliminary purchase price allocation and the estimated fair values of the assets acquired and liabilities assumed as of March 31, 2026:
|
|
March 31, |
|
|
(Dollars in millions) |
|
2026 |
|
|
Acquisition consideration: |
|
$ |
|
|
Assets acquired: |
|
|
|
|
Utility plant |
|
$ |
|
|
Accounts receivable (net allowance of $ |
|
|
|
|
Inventories |
|
|
|
|
Current regulatory assets |
|
|
|
|
Other current assets |
|
|
|
|
Non-current regulatory assets |
|
|
|
|
Other non-current assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable |
|
|
|
|
Other current liabilities |
|
|
|
|
Non-current regulatory liabilities |
|
|
|
|
Other non-current liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Net assets acquired |
|
|
|
|
Goodwill |
|
$ |
|
|
The consideration transferred is subject to customary post‑closing adjustments, including adjustments for net working capital, regulatory assets and liabilities, and capital expenditures through the closing date. Transaction costs of $
24
Table of Contents
the Company’s condensed consolidated statements of income for the three months and six months ended March 31, 2026, respectively.
Substantially all of the assets acquired and liabilities assumed are subject to the regulatory authority of the TPUC and are accounted for in accordance with ASC 980, Regulated Operations. Because the costs associated with these regulated assets and liabilities are recoverable through regulated rates, their carrying values approximate fair value. Utility plant is depreciated using composite depreciation rates approved by the TPUC over the estimated service lives of the underlying assets.
Due to the timing of the Acquisition, the fair values of net assets acquired, including goodwill, have not been finalized and are therefore subject to change as additional information about the assets and liabilities existing as of the acquisition date is obtained during the measurement period. The preliminary fair value estimates are based on management’s best estimates and assumptions including future cash flows and discount rates where applicable and in accordance with ASC 980, Regulated Operations. These amounts are subject to change during the measurement period as additional information becomes available regarding facts and circumstances that exist at the acquisition date.
Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired and is attributable primarily to expected operational synergies, complementary geographic and operational footprints, scale efficiencies, and future growth opportunities. The total amount of Goodwill is expected to be deductible for tax purposes. For book purposes, Goodwill is not amortized and is subject to annual impairment testing. Goodwill resulting from the acquisition was recorded at the parent company level and allocated to the Spire Tennessee reporting unit based on the expected benefit of the acquisition.
The acquisition was completed on March 31, 2026, the last day of the Company’s interim reporting period. Accordingly, the acquisition is reflected in the Company’s condensed consolidated balance sheets as of March 31, 2026, and the related cash outflows are reflected in the Company’s condensed consolidated statements of cash flows. As the acquisition closed on the period‑end date, the results of operations of the acquired business were not material and therefore are not included in the Company’s condensed consolidated statements of income or operating cash flows for the three months ended March 31, 2026. In connection with the Acquisition, Spire Tennessee and Duke Energy Business Services LLC (“Duke Energy Business Services”) have entered into a transition services agreement (“TSA”), pursuant to which Duke Energy Business Service has agreed to provide certain transition services to Spire to facilitate the transition of operations following the Acquisition, as agreed upon in the applicable purchase agreement. The TSA is for an initial eighteen month term and is subject to extension as necessary to complete the successful transition.
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company assuming the acquisition had taken place on October 1, 2024. The most significant pro forma adjustments relate to:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In millions, except per share amounts) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recurring pro forma adjustments include transactions costs and financing costs that are not expected to recur.
The acquisition was funded through a combination of debt issuances and borrowings, including (i) Spire financing activities consisting of the issuance of $
3. DIVESTITURES
During fiscal year 2026, the Company committed to the divestiture of certain businesses as part of a strategic repositioning to focus on its regulated natural gas utility operations. These actions included agreements to sell Spire Marketing and Belle Butte LLC and its subsidiaries (collectively, “Spire Storage”). We also entered into an agreement to sell Spire Mississippi. As a result, management determined the assets and liabilities met the criteria to be presented as held for sale. The Company expects the proceeds from these divestitures to be used primarily to repay acquisition‑related borrowings incurred in connection with the Piedmont Tennessee Transaction and for other general corporate purposes.
25
Table of Contents
The divestitures of Spire Marketing and Spire Storage represent strategic shifts that have, or will have, a major effect on the Company’s operations and financial results. Accordingly, each has been classified as a discontinued operation during the second quarter of fiscal 2026, and their results have been reclassified to discontinued operations for all periods presented. The related assets and liabilities and results of operations have been retrospectively recast in the accompanying condensed consolidated financial statements.
The planned sale of Spire Mississippi does not represent a strategic shift that will have a major effect on the Company’s operations or financial results, as the Company’s remaining regulated utilities Spire Missouri, Spire Alabama, Spire Tennessee, and Spire Gulf continue to represent the substantial majority of the Gas Utility segment’s operations. Accordingly, Spire Mississippi is classified as held for sale, with its results of operations continuing to be reported within continuing operations as part of the Gas Utility segment. The related assets and liabilities have been classified as held for sale for the current period but have not been retrospectively recast for prior periods presented on the condensed consolidated balance sheet.
Upon classification as held for sale, the Company ceased recording depreciation and amortization on the long-lived assets of the Spire Marketing, Spire Storage, and Spire Mississippi disposal groups. See Note 12 - Segment Information for information regarding the Company's change in reportable segments.
Discontinued Operations
Sale of Spire Marketing
In March 2026, Spire entered into a definitive agreement with Boardwalk Pipelines, LP (“Boardwalk”) for the sale of Spire Marketing. In connection with the transaction, Spire entered into a transition services agreement (“TSA”) with Boardwalk pursuant to which Spire will provide certain services for a limited period following the closing. The TSA is structured to generate a profit; however, the related revenues and earnings are not expected to be material to Spire on a consolidated basis.
On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of $
Sale of Spire Storage
In April 2026, Spire entered into a definitive agreement for the sale of Spire Storage with Subterra Energy Holdings, LLC , an affiliate of I Squared Capital. Total expected consideration from the transaction is approximately $
The transaction is expected to close during the second half of fiscal year 2026. Upon classification as held for sale, the Company measured the Spire Storage disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The results of the disposal group are included in Income from discontinued operations, net of tax, in the Condensed Consolidated Statements of Income.
The following presents the carrying values of the major classes of Assets held for sale and Liabilities associated with assets held for sale included in Spire’s Condensed Consolidated Balance Sheets:
26
Table of Contents
(Dollars in millions) |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
|
Total |
|
|||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|||
Non-utility property (net of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other investments |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|||
Inventory |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
|
|
|
|
|
|
|
|
|||
Derivative instrument assets |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Current assets held for sale |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Taxes accrued |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Current liabilities held for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(Dollars in millions) |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
|
Total |
|
|||
Year Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Non-utility property (net of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other non-current assets |
|
|
|
|
|
|
|
|
|
|||
Non-current assets held for sale |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|||
Inventory |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
|
|
|
|
|
|
|
|
|||
Derivative instrument assets |
|
|
|
|
|
|
|
|
|
|||
Current assets held for sale |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Total Other |
|
|
|
|
|
|
|
|
|
|||
Current liabilities held for sale |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Deferred Credits and Other Liabilities held for sale |
|
|
|
|
|
|
|
|
|
|||
Non-current liabilities held for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|||
27
Table of Contents
(Dollars in millions) |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
|
Total |
|
|||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Non-utility property (net of $ |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other non-current assets |
|
|
|
|
|
|
|
|
|
|||
Non-current assets held for sale |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|||
Inventory |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
|
|
|
|
|
|
|
|
|||
Derivative instrument assets |
|
|
|
|
|
|
|
|
|
|||
Current assets held for sale |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
|
|
|
|
|
|
|
|||
Wages and compensation accrued |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Total Other |
|
|
|
|
|
|
|
|
|
|||
Current liabilities held for sale |
|
|
|
|
|
|
|
|
|
|||
Asset retirement obligations |
|
|
|
|
|
|
|
|
|
|||
Deferred Credits and Other Liabilities held for sale |
|
|
|
|
|
|
|
|
|
|||
Non-current liabilities held for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents the results of the Spire Marketing and Spire Storage Disposal Groups, which are included in Income from Discontinued Operations, net of tax, in Spire's Condensed Consolidated Statements of Operations.
28
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2026 |
|
|
|
|
Six Months Ended |
|
|
|
||||||||||||
(Dollars in millions) |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
Total |
|
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
Total |
|
||||||
Operating Revenues |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
||||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operation and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Taxes, other than income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income Tax Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Income from discontinued operations attributable to Spire Inc. |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2025 |
|
|
|
|
Six Months Ended |
|
|
|
||||||||||||
(Dollars in millions) |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
Total |
|
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
Total |
|
||||||
Operating Revenues |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
||||||
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operation and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Taxes, other than income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense, Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income Before Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income Tax Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Income from discontinued operations attributable to Spire Inc. |
|
$ |
|
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
|
||||||
Spire has elected not to separately disclose discontinued operations on Spire’s Condensed Consolidated Statements of Cash Flows. The following table summarizes Spire’s cash flows from discontinued operations related to the Spire Marketing and Spire Storage Disposal Groups:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Six Months Ended March 31, 2026 |
|
|
Six Months Ended March 31, 2025 |
|
||||||||||
Cash Flow Summary |
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
|
Spire Marketing Disposal Group |
|
|
Spire Storage Disposal Group |
|
||||
Net cash provided by operating activities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
29
Table of Contents
Asset Held for Sale (Continuing Operations)
Sale of Spire Mississippi
On April 21, 2026, the Company entered into an agreement to sell Spire Mississippi, a wholly-owned subsidiary of Spire, to Delta Mississippi Gas Company, LLC (“Delta Utilities”). The transaction provides for a cash purchase price of $
Spire Mississippi is classified as held for sale, and its results of operations continue to be reported within continuing operations as part of the Gas Utility segment. Upon classification as held for sale, the Company allocated $
The following table summarizes the carrying values of the major classes of assets and liabilities of the Spire Mississippi disposal group classified as held for sale in Spire's Condensed Consolidated Statements of Operations:
(Dollars in millions) |
|
Spire Mississippi Disposal Group |
|
|
ASSETS |
|
|
|
|
Utility Plant |
|
$ |
|
|
Less – Accumulated depreciation and amortization |
|
|
( |
) |
Net Utility Plant |
|
|
|
|
Accounts receivable (net of $ |
|
|
|
|
Materials and supplies |
|
|
|
|
Regulatory Assets |
|
|
|
|
Goodwill (net of $ |
|
|
|
|
Current assets held for sale |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
Regulatory liabilities - Current |
|
|
|
|
Asset retirement obligations |
|
|
|
|
Regulatory liabilities |
|
|
|
|
Other |
|
|
|
|
Current liabilities held for sale |
|
$ |
|
|
Sale of Non-Core Equity Interest
During the second quarter of fiscal 2026, the Company completed the sale of a non-core equity interest that was outside its reportable segments and recorded in Other. The investment had previously been accounted for under the equity method and was carried at an immaterial value. The Company received approximately $
4. REVENUE
The following tables show revenue disaggregated by source and customer type.
30
Table of Contents
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Off-system and other incentive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other customer revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in accrued revenue under alternative revenue programs |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total Gas Utility operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total before eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Off-system and other incentive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other customer revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in accrued revenue under alternative revenue programs |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Commercial and industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Off-system and other incentive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other customer revenue |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total revenue from contracts with customers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in accrued revenue under alternative revenue programs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total Operating Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
31
Table of Contents
5. EARNINGS PER COMMON SHARE
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Basic Earnings Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income From Continuing Operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net Income From Discontinued Operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Provision for preferred dividends |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income allocated to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred share redemption cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted Average Common Shares Outstanding (in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic Earnings Per Common Share - Continuing Operations Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic Earnings Per Common Share - Discontinued Operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basic Earnings Per Common Share Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted Earnings Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income From Continuing Operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net Income From Discontinued Operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Provision for preferred dividends |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income allocated to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred share redemption cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted Average Common Shares Outstanding (in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive Effect of forward sales of common stock, restricted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted Average Diluted Common Shares (in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted Earnings Per Common Share -Continuing Operations Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted Earnings Per Common Share -Discontinued Operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted Earnings Per Common Share Available to Common Shareholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
* Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) forward sales of common stock, (2) stock units subject to performance or market conditions and (3) restricted stock, which could have a dilutive effect in the future |
|
|
|
|
|
|
|
|
|
|
|
|
6. SHAREHOLDERS’ EQUITY
ATM Program
Under Spire’s “at-the-market” (“ATM”) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Settled sales under this ATM program are included in “Common stock issued” in the Condensed Consolidated Statements of Shareholders’ Equity. 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 $
In the second and third quarters of fiscal 2024, Spire executed forward sale agreements for a total of
32
Table of Contents
2024, Spire executed forward sale agreements for
As of March 31, 2026, under the ATM Program, Spire may sell additional shares with an aggregate offering price of up to $
Preferred Stock
In February 2026, the Company redeemed all outstanding shares of its
7. REGULATORY MATTERS
As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations.
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
Spire |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
Regulatory Assets: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Cost of removal |
|
|
|
|
|
|
|
|
|
|||
Future income taxes due from customers |
|
|
|
|
|
|
|
|
|
|||
Energy efficiency |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Regulatory Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Deferred taxes due to customers |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Accrued cost of removal |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
33
Table of Contents
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
Spire Missouri |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
Regulatory Assets: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Future income taxes due from customers |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Energy efficiency |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Cost of removal |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Regulatory Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total Current Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Deferred taxes due to customers |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Accrued cost of removal |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
34
Table of Contents
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
Spire Alabama |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
Regulatory Assets: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Future income taxes due from customers |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Cost of removal |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Assets |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Regulatory Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Current: |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Current Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Noncurrent: |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Noncurrent Regulatory Liabilities |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:
|
|
March 31, |
|
|
September 30, |
|
|
March 31, |
|
|||
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
Spire |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Future income taxes due from customers |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Assets Not Earning a Return |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|||
Pension and postretirement benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Future income taxes due from customers |
|
|
|
|
|
|
|
|
|
|||
Unamortized purchased gas adjustments |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total Regulatory Assets Not Earning a Return |
|
$ |
|
|
$ |
|
|
$ |
|
|||
All of Spire Tennessee’s regulatory assets currently earn a return.
Like all the Company’s regulatory assets, these regulatory assets as of March 31, 2026 are probable of recovery from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be
35
Table of Contents
Spire Missouri
On November 12, 2025, Spire Missouri filed a PGA adjustment increase for both Missouri service territories, with rates effective November 26, 2025 reflecting changes in natural gas commodity prices.
In fiscal 2025, Spire Missouri filed a general rate case (Case No. GR-2025-0107) requesting a base rate increase. On September 3, 2025, the MoPSC approved a stipulation and agreement in Spire Missouri’s general rate case. The approved agreement provides for a base rate increase of $
The ISRS allows Spire Missouri to earn a return on its investments to replace qualifying components of its infrastructure through an expedited recovery mechanism outside of a formal rate case. All ISRS charges were reset to zero on October 24, 2025 when new base rates took effect under the general rate case described above. On November 21, 2025, Spire Missouri filed an ISRS case for eligible capital projects from June 2025 through December 2025 (including estimates for November and December). The initial filing requested a total incremental revenue increase of $
On March 6, 2026, Spire Missouri filed an application with the MoPSC (Case No. GU‑2026‑0225) requesting an Accounting Authority Order (“AAO”) related to a significant decline in customer natural gas usage during the 2025–2026 heating season. This usage decline resulted in substantial under‑recovery of the Company’s authorized revenue requirement due to reduced volumetric revenues from residential and small general service customers. The application requests authorization to recover the difference between actual billed volumetric revenues and revenues based on billing determinants approved in Spire Missouri’s most recent general rate case (Case No. GR‑2025‑0107) for the period from November 1, 2025 through March 31, 2026. As of March 31, 2026, Spire Missouri experienced cumulative under‑recovered billed revenues of approximately $
Spire Alabama
The APSC has approved a Rate Stabilization and Equalization (“RSE”) mechanism. The Company continues to operate under the RSE framework beyond September 30, 2025, pending further Commission action. Under RSE, the APSC conducts reviews in March, June and September to determine whether Spire Alabama’s return on average common equity (RCE) at the end of the rate year is projected to be within the allowed range of return. Rates will be adjusted if the RCE is outside of the allowed range. Reductions in rates can be made in June, September, and December to bring the projected RCE within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed
On October 24, 2025, Spire Alabama made its annual RSE rate filing (based on its budget for fiscal 2026), with final rates approved on November 24, 2025, resulting in an annual revenue increase of $
Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider, which permits the pass-through to customers of changes in the cost of gas supply. In fiscal year 2025, the only GSA rate decrease occurred on October 1, 2024, and no adjustments have been implemented for fiscal year 2026. These adjustments primarily reflect 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.
36
Table of Contents
Spire Gulf has similar rate regulation to Spire Alabama. On October 23, 2025, Spire Gulf made its annual RSE filing (based on its budget for fiscal 2026) reflecting an increase in annual revenue of $
The MSPSC approved stipulation agreements between the Mississippi Public Utility Staff (MPUS) and Spire Mississippi that provided for increased annual revenues of $
On March 16, 2026, in Docket No. 25‑00074, the Tennessee Public Utility Commission (“TPUC”) voted to approve a motion authorizing the transfer of control related to the application filed by Piedmont Natural Gas and Spire Tennessee to provide utility services in docket 25-00074. This approval allowed Spire Tennessee to adopt the presently approved tariffs, rates, and terms of condition of service of Piedmont. However, there were some limitations placed on the transfer of the Annual Review Mechanism (“ARM”).
Spire Tennessee’s primary cost recovery mechanisms are the ARM and the Purchased Gas Adjustment (“PGA”). Under the ARM, rates are adjusted annually to reflect changes in jurisdictional operating revenues, cost of service, and rate base. Jurisdictional revenues and expenses exclude gains or losses related to gas supply hedging activities, off‑system sales, and other gas supply and capacity secondary marketing activities, as determined by the TPUC. As contemplated in the TPUC’s approval motion, Piedmont Natural Gas Company’s ARM was allowed to transfer to Spire Tennessee with the following limitations. Spire Tennessee is only authorized to make ARM filings for the calendar years of 2025, 2026, and 2027, which shall be filed in 2026, 2027, and 2028, respectively. Any subsequent base rate increases must be heard in a general rate case proceeding. If any individual ARM filing calculates an earnings deficiency for the prior calendar year (the Historical Base Period, or “HBP”), Spire is not authorized to collect or defer any of the deficiency or any related carrying charges. Additionally, the average annual base rate increase (“ABRR”) is not allowed to exceed
8. FINANCING
Short-term
Spire, Spire Missouri, and Spire Alabama are parties to a syndicated revolving credit facility with a syndicate of 12 banks that provides for aggregate commitments of $
Spire has a commercial paper program (“CP Program”) pursuant to which it may issue short-term, unsecured commercial paper notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the notes outstanding under the CP Program at any time not to exceed $
37
Table of Contents
Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of March 31, 2026, $
|
|
Spire |
|
Spire |
|
|
Spire |
|
|
Spire |
|
||||||||
|
|
CP |
|
DDTL |
|
|
Spire |
|
|
Spire |
|
|
Consol- |
|
|||||
|
|
Program |
|
Agreement |
|
|
Note |
|
|
Note |
|
|
idated |
|
|||||
Six Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Highest borrowings outstanding |
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Lowest borrowings outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average interest rate |
|
|
% |
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings outstanding |
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Weighted average interest rate |
|
|
% |
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings outstanding |
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Weighted average interest rate |
|
|
% |
n/a |
|
|
|
% |
|
|
% |
|
|
% |
|||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings outstanding |
|
$ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Weighted average interest rate |
|
|
% |
n/a |
|
|
|
% |
|
|
% |
|
|
% |
|||||
For short-term borrowings for the Piedmont Tennessee Transaction DDTL Agreement, refer to the respective selection below.
Long-term
The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of March 31, 2026, there were no events of default under these financial covenants.
Interest expense shown on the statements of income is net of the capitalized interest amounts shown in the following table.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire
Acquisition of Tennessee Piedmont Natural Gas Business Financing
Delayed Draw Term Loan Agreement. The Company entered into a committed senior unsecured facility on August 22, 2025. At December 31, 2025 the facility provided up to $
Borrowings under the Tranche A facility are intended to be used, together with cash on hand and/or capital markets proceeds, to finance the Company’s previously announced Piedmont Tennessee Transaction and to pay related fees and expenses. Borrowings under the Tranche B facility may be used for general corporate purposes. Amounts repaid may not be reborrowed.
38
Table of Contents
The Credit Agreement contains customary representations, warranties, and covenants, including a requirement that the Company is required to maintain a maximum consolidated capitalization ratio of
As of March 31, 2026, the credit agreement had been fully drawn.
Junior Subordinated Notes. On November 24, 2025, Spire Inc. issued $
The 2025 Series A JSNs will bear interest at
Spire may defer interest payments on the 2025 Series A JSNs and/or 2025 Series B JSNs on one or more occasions for up to 10 consecutive years. If interest payments on the 2025 Series A JSNs or the 2025 Series B JSNs are deferred, Spire may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of its capital stock during the deferral period. Also, during the deferral period, Spire may not make any payments on or redeem or repurchase any debt securities or make any payments under any guarantee of debt that, in each case, is equal or junior in right of payment to the 2025 Series A JSNs and the 2025 Series B JSNs.
At the Company’s option, the JSNs may be redeemed at
Senior Notes. On December 17, 2025, Spire Tennessee Inc., a wholly-owned subsidiary of Spire Inc., entered into a Master Note Purchase Agreement with institutional investors providing for the issuance of $
Proceeds from the issuance were used to fund the acquisition of the Piedmont Tennessee Transaction. The Master Note Purchase Agreement includes customary financial and operational covenants, including limitations on liens, mergers and affiliate transactions, and requires Spire Tennessee to maintain a Consolidated Capitalization Ratio not exceeding
For additional information regarding the pending acquisition of Piedmont Tennessee Transaction, see Note 2, Acquisitions.
Other Financing
2031 Senior Notes. On February 9, 2026, Spire Inc. issued $
39
Table of Contents
The 2031 Senior Notes are senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness of the Company. Proceeds from the issuance were used to repay $
Preferred Stock Redemption Financing
On January 12, 2026, the Company issued $
The Company may redeem the Notes (i) at
At the Company’s option, interest may be deferred for up to
The Junior Subordinated Notes are unsecured junior subordinated obligations, ranking junior to all Priority Indebtedness and structurally subordinate to subsidiary obligations, and rank equally with the Company’s existing junior subordinated notes. Proceeds were used, together with other funds, to redeem all outstanding shares of the Company’s 5.90% Series A Preferred Stock. For additional information regarding the issued Notes, see Note 6 – Shareholders’ Equity.
Spire Missouri
On October 23, 2025, Spire Missouri issued an aggregate principal amount of $
40
Table of Contents
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, notes receivable, and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 10, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.
The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2026, September 30, 2025, and March 31, 2025.
|
|
|
|
|
|
|
|
Classification of Estimated |
|
|||||||
|
|
Carrying |
|
|
Fair |
|
|
Quoted |
|
|
Significant |
|
||||
Spire |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable – associated companies |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable – associated companies |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Notes payable – associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
41
Table of Contents
10. FAIR VALUE MEASUREMENTS
The information presented in the following tables categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.
The mutual funds and bonds included in Level 1 are valued based on exchange-quoted market prices of individual securities.
Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (“NYMEX”) or the Intercontinental Exchange (“ICE”), and also certain natural gas commodity contracts. Derivative instruments classified in Level 2 include derivatives that are valued using broker or dealer quotation services or published benchmarks whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments or in active markets. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. There were no Level 3 balances as of March 31, 2026, September 30, 2025, or March 31, 2025. The Company’s policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.
The mutual funds and bonds are included in “Other Investments” on the Company’s balance sheets. The mutual funds are included in “Other Property and Investments” on Spire Missouri’s balance sheets. Changes in their recurring valuations are recorded as unrealized gains or losses in the corresponding income statement. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Spire Missouri, or Spire Alabama and the counterparty to a derivative contract. Derivative instruments are included in the balance sheets in “Other” current or noncurrent assets or liabilities as applicable.
42
Table of Contents
Spire
|
|
Quoted Prices |
|
|
Significant |
|
|
Effects of |
|
|
Total |
|
||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
43
Table of Contents
|
|
Quoted Prices |
|
|
Significant |
|
|
Effects of |
|
|
Total |
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gasoline and heating oil contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas Utility: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Gas Marketing: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Natural gas commodity contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
44
Table of Contents
Spire Missouri
|
|
Quoted Prices |
|
|
Significant |
|
|
Effects of |
|
|
Total |
|
||||
As of March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. stock/bond mutual funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NYMEX/ICE natural gas contracts |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NYMEX/ICE natural gas contracts |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
11. 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.
45
Table of Contents
The net periodic pension cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and Maintenance” expenses while other components are presented in “Other Income, Net” in the Condensed Consolidated Statements of Income, 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 |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net pension cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Pursuant to the provisions of Spire Missouri’s and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. For the three and six months ended March 31, 2026 and 2025, no plans met the criteria for settlement accounting.
The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Through March 31, 2026, there were fiscal 2026 contributions to Spire Missouri’s and Spire Alabama’s pension plans totaling $
46
Table of Contents
Other Postretirement Benefits
Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, certain Spire Missouri plans provided medical insurance after retirement until death. The Spire Alabama plans provide medical insurance upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.
The net periodic postretirement benefit cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and maintenance” expenses while other components are presented in “Other Income, Net” in the income statement, except in the event Spire Alabama incurs losses on lump-sum settlements. Any such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Spire |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of actuarial gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Subtotal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Regulatory adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net postretirement benefit income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of actuarial gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Subtotal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Regulatory adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net postretirement benefit income |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost – benefits earned during the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost on accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service credit |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Amortization of actuarial gain |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Subtotal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Regulatory adjustment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net postretirement benefit income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Missouri and Alabama state laws provide for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds.
The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been
47
Table of Contents
12. SEGMENT INFORMATION
Spire
Spire’s chief operating decision maker ("CODM") is the chief executive officer.
Change in Reportable Segments
Historically, the Company managed its business as
Spire Mississippi, a regulated utility serving south-central Mississippi including Hattiesburg, is a component of the Company’s Southeast Utilities operating segment, which is reported within the Company’s Gas Utility reportable segment. On March 12, 2026, the Board approved the contemplated sale of Spire Mississippi, subject to certain conditions. Spire Mississippi has been classified as held for sale as of March 12, 2026. As this transaction does not meet the criteria for discontinued operations, Spire Mississippi's results of operations continue to be reported within the Gas Utility segment; however, its assets and liabilities have been reclassified as held for sale on the consolidated balance sheet. See Note 3 — Divestitures for further information. As a result of the change in reportable segments in the current reporting period, the performance of the reportable segment changed from adjusted earnings to net income.
Current Reportable Segment
The Company has
Prior-period segment information has been restated to exclude discontinued operations and conform with the current presentation.
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies. The basis of accounting for intersegment transactions is the same as that for third party transactions. For more information about segment revenue, see Note 4, Revenue.
Historically, the Company's intersegment transactions included sales of natural gas from Spire Marketing to Spire Missouri, Spire Alabama and Spire Storage; sales of natural gas from Spire Missouri to Spire Marketing; storage services from Spire Storage to Spire Missouri and Spire Marketing; and natural gas transportation services provided by Spire MoGas Pipeline to Spire Missouri and Spire Marketing. As a result of the classification of Spire Marketing and Spire Storage as discontinued operations during the second quarter of fiscal 2026, transactions between these entities and the Company's continuing operations are no longer presented as intersegment eliminations. For all periods presented, the continuing operations' side of these transactions are reflected in the respective expense line items of the Gas Utility segment, while the corresponding revenue and expense of the discontinued entities are included within Income from discontinued operations, net of tax. See Note 3 - Divestitures for additional information.
The Company's remaining transactions consist of natural gas transportation services provided by Spire MoGas Pipeline to the Gas Utility segment. These transactions continue to be eliminated in consolidation.
48
Table of Contents
Spire
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies.
The following tables present information about Spire’s Gas Utility segment revenue, segment expenses, and net income.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Gas utility operating revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other and eliminations(c) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Significant segment expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of gas sold, incl. gross receipts taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operation and maintenance expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items(a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other net loss(b) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(a)
(b)
(c)
Spire Missouri
As a separate public gas utility company operating in a single state, Spire Missouri is a single reportable segment.
Financial data related to gross receipt taxes and capital expenditures are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
Spire Missouri |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Gross Receipt Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spire Alabama
As a separate public gas utility company operating in a single state, Spire Alabama is a single reportable segment.
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Financial data related to gross receipt taxes and capital expenditures are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
Spire Alabama |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Gross Receipt Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
13. COMMITMENTS AND CONTINGENCIES
Commitments
The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through calendar 2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at March 31, 2026, are estimated at $
Spire is a limited partner in several unconsolidated partnerships, predominantly focusing on research and development initiatives tied to the natural gas utility sector. Spire committed to contribute a total of $
Contingencies
The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.
The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.
In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (“MGP”) operations in their respective service territories, some of which are discussed under the Spire Missouri and Spire Alabama headings below. To the extent costs are incurred associated with environmental remediation activities, the Utilities would request authority from their respective regulators to defer such costs (less any amounts received from insurance proceeds or as contributions from other potentially responsible parties (“PRPs”)) and collect them through future rates.
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To date, costs incurred for all Spire MGP sites for investigation, remediation and monitoring have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire Missouri, Spire Alabama, Spire Tennessee may incur could be materially higher or lower depending upon several factors, including whether remediation will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, and any insurance recoveries.
In 2020, Spire retained an outside consultant to conduct probabilistic cost modeling of its former MGP sites in Missouri and Alabama. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each of their MGP sites. That analysis, completed in March 2021, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate the former MGP sites. Spire Missouri and Spire Alabama have recorded their best estimates of the probable expenditures that relate to these matters. The amount remains immaterial, and Spire Missouri, Spire Alabama and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.
Spire Missouri
Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (the “City”) where costs have been incurred and claims have been asserted. Spire Missouri has enrolled two of the sites in the Missouri Department of Natural Resources (“MoDNR”) Brownfields/Voluntary Cleanup Program (“BVCP”). The third site is the result of an assertion by the United States Environmental Protection Agency (“EPA”).
In conjunction with redevelopment of the Carondelet Coke site, Spire Missouri and another former owner of the site entered into an agreement (the “Remediation Agreement”) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action (NFA) letter from the MoDNR. The Remediation Agreement also provides for a release of Spire Missouri and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Spire Missouri and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The property was divided into seven parcels, and MoDNR NFA letters have been received for six of the parcels. Remediation is ongoing on the last parcel.
In May 2023, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the second site, Station A, and developing the same for industrial purposes. Consequently, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. The site developer, Spire Missouri and the PRPs collectively designed a site investigation plan which was submitted to the MoDNR and approved by the agency on August 27, 2024. A lead environmental engineering firm is now managing the ongoing site investigation process and has prepared a report on its findings to date which is being reviewed by the PRPs and the landowners for potential submission to the MoDNR. However, the developer has now withdrawn its option to purchase the northern half of the Station A property and has not yet fulfilled its obligation to ensure completion of the final stage of initial investigation.
Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) for alleged coal gas waste contamination at a third site, Station B. Spire Missouri and the site owner notified the EPA that information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, in March 2017 Spire Missouri requested more information from the EPA. Spire Missouri never received a response from the EPA.
Spire Missouri has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with these MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri retains the right to seek potential reimbursements from them.
On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (“FOIA”) request to the EPA on April 3, 2015, to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015, and a response was provided to the EPA on August 15, 2015. Spire Missouri has received no further inquiry from the EPA regarding this matter.
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In its western service area, Spire Missouri has six owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A, and Independence MGP #2. Source removal has been conducted at all the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MoDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the six sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request for the Joplin site. As part of its participation in the BVCP, Spire Missouri communicates regularly with the MoDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MoDNR approved the next phase of investigation at the Kansas City Station A Railroad area.
Spire Alabama
Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. All are located in the state of Alabama.
In 2011, a removal action was completed and an NFA letter was received at the Huntsville MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Spire Alabama and the current site owner.
In 2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Spire Alabama was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Spire Alabama has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.
Assessments were performed by the EPA of the former MGP sites in Gadsden and Anniston, and NFA letters were received after each assessment.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is aware of the following contingent matter.
Spire Marketing, along with many natural gas industry participants, faced the unprecedented effects of Winter Storm Uri in February 2021. Numerous natural gas producers and midstream operators were unable to deliver natural gas to market as they experienced wellhead freeze-offs, power outages and equipment failure due to the extreme weather. These events resulted in supply curtailments, and related notices of force majeure to excuse performance, from and to certain counterparties. Further, these events made Spire Marketing subject to various commercial disputes, all of which have been settled and reflected in the financial statements in previous periods. As a result of participating in the Oklahoma natural gas market, Spire Marketing has become subject, along with other market participants, to a complaint filed in January 2025 by the State of Oklahoma related to its transactions with various counterparties in the state during this period. The Company’s management is currently assessing this matter but does not believe it will have a material impact on the Company’s financial position, results of operations or cash flow. The Company will retain liability excess of a defined threshold following the closing of the sale of Spire Marketing.
In August 2024, a Tennessee trial court jury awarded a verdict of $
14. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 6, 2026, the date on which these condensed consolidated financial statements were issued.
Completion of Sale of Spire Marketing
On April 30, 2026, the Company completed the previously announced sale of all of the issued and outstanding
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Table of Contents
membership interests of Spire Marketing to Boardwalk for $
Agreement to Sell Spire Storage
On April 14, 2026, Spire Midstream LLC, a wholly-owned subsidiary of Spire, entered into a Membership Interest Purchase Agreement with Subterra Energy Holdings, LLC, an affiliate of I Squared Capital, for the sale of all of the issued and outstanding membership interests of Belle Butte LLC. Belle Butte LLC owns all of the outstanding membership interests in Spire Storage West LLC and Spire Storage Salt Plains LLC. Total consideration for the transaction is approximately $
Agreement to Sell Spire Mississippi
On April 21, 2026, Spire EnergySouth Inc., a wholly-owned subsidiary of Spire, entered into a Stock Purchase Agreement with Delta Mississippi Gas Company, LLC, for the sale of all of the issued and outstanding shares of Spire Mississippi Inc. for a cash purchase price of $
53
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in millions, except per share amounts)
This section analyzes the financial condition and results of operations of Spire Inc. (the “Company”), Spire Missouri Inc., and Spire Alabama Inc. Spire Missouri, Spire Alabama and Spire EnergySouth are wholly-owned subsidiaries of the Company. Spire Missouri, Spire Alabama, the subsidiaries of Spire EnergySouth (Spire Gulf and Spire Mississippi), and Spire Tennessee are collectively referred to as the “Utilities.” This section includes management’s view of factors that affect the respective businesses of the Company, Spire Missouri and Spire Alabama, explanations of financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company’s, Spire Missouri’s and Spire Alabama’s overall financial condition and liquidity.
Certain matters discussed in this report, excluding historical information, include forward-looking statements. All statements, other than statements of historical fact, including statements regarding our expectations, plans and objectives for future performance, future operating results, earnings guidance, capital investment plans, and the expected timing and benefits of, and risks associated with, acquisitions, dispositions and related integration and transition activities (including the acquisition of the Piedmont Natural Gas Tennessee business, the sale of Spire Marketing and the announced sales of Spire Storage and Spire Mississippi), are forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” “target,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results or outcomes to differ materially from those contemplated in any forward-looking statement are:
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Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements, Spire Missouri’s and Spire Alabama’s Condensed Financial Statements, and the notes thereto.
RECENT EVENTS
Acquisition of Tennessee Piedmont Natural Gas business. On March 31, 2026, Spire completed the acquisition of the Tennessee assets of Piedmont Natural Gas, a wholly-owned subsidiary of Duke Energy, to acquire its Tennessee natural gas business for a total cash purchase price of $2.50 billion. The Company expects the acquisition to increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S. and expand regulatory diversity. Upon closing, Piedmont’s Tennessee business began doing business as Spire Tennessee.
Sale of Spire Marketing. On March 28, 2026, Spire, entered into an agreement to sell Spire Marketing Inc., to Boardwalk. The transaction provides for a cash purchase price of $212.0, subject to customary closing adjustments, and is expected to be accounted for as a disposition upon closing.
Sale of Spire Storage. On April 14, 2026, Spire, entered into an agreement to sell Spire Storage to Subterra Energy Holdings, LLC an affiliate of I Squared Capital. The transaction provides for total consideration of approximately $650.0, consisting of $600.0 payable in cash at closing and a $50.0 deferred payment expected to be received in fiscal 2027, subject to customary closing adjustments, and is expected to be accounted for as a disposition upon closing.
Sale of Spire Mississippi. On April 21, 2026, Spire entered into an agreement to sell Spire Mississippi Inc., to Delta Utilities. The transaction provides for a cash purchase price of $75.0, subject to customary purchase price adjustments, and is expected to close during the second half of Spire’s fiscal year 2026, subject to regulatory approval by the Mississippi Public Service Commission and other customary closing conditions.
Sale of Non-Core Equity Interest. During the second quarter of fiscal 2026, the Company completed the sale of a non-core equity interest that was outside its reportable segments. The investment had previously been accounted for under the equity method and was carried at an immaterial value. The Company received approximately $30.0 in cash proceeds and recognized a pre-tax gain of approximately $28.9, which is included in “Gain on Sale of Subsidiary” in the Condensed Consolidated Statements of Operations.
For additional information on the transaction above, see Note 2 – Acquisitions and Note 3 - Divestitures.
OVERVIEW
Due to recently announced corporate transactions the Company has one reportable segment: Gas Utility. See Note 12 - Segment Information for additional information on Spire’s segment structure. Spire’s earnings are derived primarily from its Gas Utility segment, which reflects the regulated activities of the Utilities. Due to the seasonal nature of the Utilities’ business and the volumetric Spire Missouri rate design, earnings of Spire and each of the Utilities are typically concentrated during the heating season of November through April each fiscal year.
Gas Utility – Spire Missouri
Spire Missouri is Missouri’s largest natural gas distribution utility and is regulated by the MoPSC. Spire Missouri serves St. Louis, Kansas City, and other areas throughout the state. Spire Missouri purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy.
Gas Utility – Spire Alabama
Spire Alabama is the largest natural gas distribution utility in the state of Alabama and is regulated by the APSC. Spire Alabama’s service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers, and other end users of natural gas. Spire Alabama also transports gas through its distribution system for certain large commercial and industrial customers
55
Table of Contents
for a transportation fee. For most of these transportation service customers, Spire Alabama also purchases gas on the wholesale market for sale to the customer upon delivery to the Spire Alabama distribution system. All Spire Alabama services are provided to customers at rates and in accordance with tariffs authorized by the APSC.
Gas Utility - Spire Tennessee
Spire Tennessee is the largest investor-owned natural gas distribution utility in the state of Tennessee and is regulated by the TPUC.Spire Tennessee is a regulated natural gas utility engaged in the purchase, retail distribution, and sale of natural gas to more than 200,000 customers primarily in the Nashville metropolitan area and surrounding communities in Tennessee. Spire Tennessee delivers natural gas to customers at rates and in accordance with tariffs authorized by the TPUC. The earnings of Spire Tennessee are primarily generated by the sale of heating energy.
Gas Utility – Spire EnergySouth
Spire Gulf and Spire Mississippi are utilities engaged in the purchase, retail distribution and sale of natural gas to approximately 100,000 customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the APSC, and Spire Mississippi is regulated by the MSPSC.
Other
Other components of the Company’s consolidated information include Spire’s subsidiaries include subsidiaries engaged in the transportation of natural gas, risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.
NON-GAAP MEASURES
Net income, earnings per share and operating income reported by Spire, Spire Missouri and Spire Alabama are determined in accordance with accounting principles generally accepted in the United States of America (GAAP). Spire, Spire Missouri and Spire Alabama also provide the non-GAAP financial measures of adjusted earnings, adjusted earnings per share and contribution margin. Management and the Board of Directors use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting, to determine incentive compensation and to evaluate financial performance. These non-GAAP operating metrics should not be considered as alternatives to, or more meaningful than, the related GAAP measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided on the following pages.
Adjusted Earnings and Adjusted Earnings Per Share
Adjusted earnings and adjusted earnings per share are non-GAAP measures that exclude from net income to the extent incurred in a given period the impacts of acquisition, divestiture and restructuring activities, the largely non-cash impacts of impairments, and the impact of certain regulatory, legislative or GAAP standard-setting actions. Second quarter fiscal 2026 excludes the cost of redemption of preferred stock. In addition, adjusted earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance such activities that have yet to be included in adjusted earnings.
Contribution Margin
In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. Contribution margin is defined as operating revenues less natural gas costs and gross receipts tax expense. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC, MSPSC or TPUC) increases and decreases in the wholesale cost of natural gas in accordance with their PGA clauses or GSA riders. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues, have no direct effect on operating income. Therefore, management believes that contribution margin is a useful supplemental measure, along with the remaining operating expenses, for assessing the Company’s and the Utilities’ performance.
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EARNINGS – THREE MONTHS ENDED March 31, 2026
This section contains discussion and analysis of the results for the three months ended March 31, 2026 compared to the results for the three months ended March 31, 2025, in total and by registrant and segment.
Spire
Total Company
Net income for the quarter was $282.2 versus $209.3 in the prior-year quarter. The increase was driven by the continuing operations of our utilities, which increased by $36.6, partially offset by higher corporate expenses and pipeline operations, net, of $8.3, combined with discontinued operations, which increased $44.6. Growth at Spire Marketing was the principal driver of the growth in net income from discontinued operations. The Company will describe further the results of its ongoing business.
Continuing Operations
Net Income and Adjusted Earnings
The following tables reconcile the Company’s adjusted earnings to the most comparable GAAP number, net income.
|
|
Gas Utility Segment |
|
|
Other |
|
|
Discontinued Operations |
|
|
Total |
|
|
Per Diluted |
|
|||||
Three Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income [GAAP] |
|
$ |
231.8 |
|
|
$ |
(14.2 |
) |
|
$ |
64.6 |
|
|
$ |
282.2 |
|
|
$ |
4.60 |
|
Net Income (Loss) Continuing Operations |
|
|
231.8 |
|
|
|
(14.2 |
) |
|
|
— |
|
|
|
217.6 |
|
|
|
3.51 |
|
Net Income Discontinued Operations |
|
|
— |
|
|
|
— |
|
|
|
64.6 |
|
|
|
64.6 |
|
|
|
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing Operations |
|
Gas Utility Segment |
|
|
Other |
|
|
Total |
|
|
Per Diluted |
|
|
|
|
|||||
Net Income (Loss) [GAAP] |
|
$ |
231.8 |
|
|
$ |
(14.2 |
) |
|
$ |
217.6 |
|
|
$ |
3.51 |
|
|
|
|
|
Adjustments, pre-tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition activities* |
|
|
— |
|
|
|
30.8 |
|
|
|
30.8 |
|
|
|
0.52 |
|
|
|
|
|
Goodwill impairment |
|
|
3.9 |
|
|
|
— |
|
|
|
3.9 |
|
|
|
0.07 |
|
|
|
|
|
Gain on sale of subsidiary |
|
|
— |
|
|
|
(28.9 |
) |
|
|
(28.9 |
) |
|
|
(0.49 |
) |
|
|
|
|
Income tax adjustments** |
|
|
(0.9 |
) |
|
|
1.2 |
|
|
|
0.3 |
|
|
|
0.01 |
|
|
|
|
|
Preferred share redemption costs*** |
|
|
|
|
|
|
|
|
|
|
|
0.14 |
|
|
|
|
||||
Adjusted Earnings (Loss) [Non-GAAP] |
|
$ |
234.8 |
|
|
$ |
(11.1 |
) |
|
$ |
223.7 |
|
|
$ |
3.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Gas Utility Segment |
|
|
Other |
|
|
Discontinued Operations |
|
|
Total |
|
|
Per Diluted |
|
|||||
Three Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income (Loss) [GAAP] |
|
$ |
195.2 |
|
|
$ |
(5.9 |
) |
|
$ |
20.0 |
|
|
$ |
209.3 |
|
|
$ |
3.51 |
|
Net Income (Loss) Continuing Operations |
|
|
195.2 |
|
|
|
(5.9 |
) |
|
|
— |
|
|
$ |
189.3 |
|
|
|
3.17 |
|
Net Income Discontinued Operations |
|
|
— |
|
|
$ |
— |
|
|
$ |
20.0 |
|
|
$ |
20.0 |
|
|
|
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing Operations |
|
Gas Utility Segment |
|
|
Other |
|
|
Total |
|
|
Per Diluted |
|
|
|
|
|||||
Net Income (Loss) [GAAP] and Adjusted Earnings (Loss) [Non-GAAP] |
|
$ |
195.2 |
|
|
$ |
(5.9 |
) |
|
$ |
189.3 |
|
|
$ |
3.17 |
|
|
|
|
|
* Includes transaction, transition and financing costs for the Piedmont Tennessee Transaction.
** 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.
57
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*** Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares and in the second quarter of 2026, excludes the $8.0 impact of the February 2026 cost of redemption of Spire’s 5.9% Series A Preferred Stock, including related depositary shares.
Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.
|
|
Gas Utility Segment |
|
|
Other |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Three Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income (Loss) [GAAP] |
|
$ |
325.1 |
|
|
$ |
(21.6 |
) |
|
$ |
— |
|
|
$ |
303.5 |
|
Operation and maintenance expenses |
|
|
122.0 |
|
|
|
36.2 |
|
|
|
(4.6 |
) |
|
|
153.6 |
|
Depreciation and amortization |
|
|
81.6 |
|
|
|
2.9 |
|
|
|
— |
|
|
|
84.5 |
|
Taxes, other than income taxes |
|
|
82.3 |
|
|
|
0.8 |
|
|
|
— |
|
|
|
83.1 |
|
Less: Gross receipts tax expense |
|
|
(56.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(56.3 |
) |
Contribution Margin [Non-GAAP] |
|
|
554.7 |
|
|
|
18.3 |
|
|
|
(4.6 |
) |
|
|
568.4 |
|
Natural gas costs |
|
|
403.9 |
|
|
|
1.5 |
|
|
|
(10.1 |
) |
|
|
395.3 |
|
Gross receipts tax expense |
|
|
56.3 |
|
|
|
— |
|
|
|
— |
|
|
|
56.3 |
|
Operating Revenues |
|
$ |
1,014.9 |
|
|
$ |
19.8 |
|
|
$ |
(14.7 |
) |
|
$ |
1,020.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Three Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income [GAAP] |
|
$ |
272.0 |
|
|
$ |
5.9 |
|
|
$ |
— |
|
|
$ |
277.9 |
|
Operation and maintenance expenses |
|
|
122.8 |
|
|
|
9.2 |
|
|
|
(4.5 |
) |
|
|
127.5 |
|
Depreciation and amortization |
|
|
69.5 |
|
|
|
2.9 |
|
|
|
— |
|
|
|
72.4 |
|
Taxes, other than income taxes |
|
|
75.1 |
|
|
|
0.8 |
|
|
|
— |
|
|
|
75.9 |
|
Less: Gross receipts tax expense |
|
|
(55.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(55.1 |
) |
Contribution Margin [Non-GAAP] |
|
|
484.3 |
|
|
|
18.8 |
|
|
|
(4.5 |
) |
|
|
498.6 |
|
Natural gas costs |
|
|
430.8 |
|
|
|
1.8 |
|
|
|
(9.9 |
) |
|
|
422.7 |
|
Gross receipts tax expense |
|
|
55.1 |
|
|
|
— |
|
|
|
— |
|
|
|
55.1 |
|
Operating Revenues |
|
$ |
970.2 |
|
|
$ |
20.6 |
|
|
$ |
(14.4 |
) |
|
$ |
976.4 |
|
Select variances for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 are summarized in the following table and discussed below.
|
|
Gas Utility |
|
|
Other, |
|
|
|
|
|||
Variances: Fiscal 2026 Versus Fiscal 2025 |
|
Segment |
|
|
Eliminations |
|
|
Consolidated |
|
|||
Net Income (Loss) |
|
$ |
36.6 |
|
|
$ |
(8.3 |
) |
|
$ |
28.3 |
|
Adjusted Earnings (Loss) [Non-GAAP] |
|
|
39.6 |
|
|
|
(5.2 |
) |
|
|
34.4 |
|
Operating Revenues |
|
|
44.7 |
|
|
|
(1.1 |
) |
|
|
43.6 |
|
Contribution Margin [Non-GAAP] |
|
|
70.4 |
|
|
|
(0.6 |
) |
|
|
69.8 |
|
Operation and Maintenance Expenses |
|
|
(0.8 |
) |
|
|
26.9 |
|
|
|
26.1 |
|
Interest Expense |
|
|
|
|
|
|
|
|
(17.3 |
) |
||
Other Income |
|
|
|
|
|
|
|
|
1.4 |
|
||
Income Tax |
|
|
|
|
|
|
|
|
6.4 |
|
||
The increase in interest expense reflects higher average long-term debt rates and higher levels of long-term debt in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $5.8 in the current quarter. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 3.8% in the current-year quarter versus 4.5% in the prior-year quarter.
58
Table of Contents
Other income increased $1.4 versus the prior-year quarter. The principal driver of the variance was favorable interest income that was only partly offset with unfavorable investment activity with non-qualified benefit trusts.
The increase in income taxes primarily reflects the higher current-year pre-tax book income.
The Company’s other activities generated a $14.2 loss in the three months ended March 31, 2026, $8.3 higher than the prior year period. The major contributor to this variance was $30.8 pre-tax of current year costs associated with the pending Piedmont Tennessee acquisition that was mostly offset by the $28.9 gain on the sale of a non-core subsidiary. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.
For the quarter ended March 31, 2026, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $36.6 and $39.6, respectively. The quarterly net income change was driven by the improved performance of Spire Missouri and Spire Alabama totaling $37.3 and $2.0, respectively, partially offset by the $3.0 (after-tax) goodwill impairment associated with the pending sale of Spire Mississippi.
The increase in Gas Utility operating revenues was attributable to the following factors:
Spire Missouri Rate Case Implementation |
|
$ |
78.4 |
|
Spire Missouri and Spire Alabama – Off-system sales and capacity release |
|
|
8.3 |
|
Spire Alabama – Annual RSE update |
|
|
7.4 |
|
Spire Alabama and Spire Missouri – Volumetric usage |
|
|
(29.5 |
) |
Spire Missouri and Spire Alabama – Lower PGA/GSA collections (gas cost recovery) |
|
|
(13.6 |
) |
Spire Alabama – Net change, customer refund reserve |
|
|
(7.2 |
) |
All other factors (net) |
|
|
0.9 |
|
Total Variation |
|
$ |
44.7 |
|
The primary driver of the current year increase in revenue was the $78.4 impact of the October 2025 Missouri rate case implementation. Current year revenue also benefited from higher off system sales. Spire Alabama’s favorable annual RSE update impact of $7.4 was almost completely offset by the year-over-year $7.2 increase in the customer refund provision. These favorable impacts more than offset the $29.5 negative impact of lower volume usage net of weather mitigation adjustments and the $13.6 reduction attributable to lower gas cost recoveries.
The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:
Spire Missouri Rate Case Implementation |
|
$ |
78.4 |
|
Spire Missouri and Spire Alabama – Off-system sales and capacity release |
|
|
4.0 |
|
Spire Alabama – Annual RSE update |
|
|
7.1 |
|
Spire Missouri and Spire Alabama– Volumetric margin net of weather mitigation |
|
|
(12.2 |
) |
Spire Alabama – Net change, customer refund reserve |
|
|
(6.9 |
) |
Total Variation |
|
$ |
70.4 |
|
Contribution margin increased $70.4 versus the prior-year quarter. Contribution margin benefited from the $78.4 impact of the October 2025 Missouri rate case implementation, combined with $4.0 higher off system sales. As previously disclosed, most of the Alabama RSE benefit was offset by year-over-year changes to the customer refund provision. These favorable impacts more than offset the $12.2 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama.
Reported operation and maintenance (“O&M”) expenses for the three months ended March 31, 2026 were $0.8 lower than the prior-year quarter as higher expense levels for non-payroll operations and bad debt expense were more than offset by lower employee-related costs and administrative expenses.
Depreciation and amortization expenses for the quarter ended March 31, 2026 were $12.1 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.
Taxes, other than income taxes, increased $7.2, due to $1.2 higher gross receipts taxes resulting from higher revenues, combined with higher property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments.
59
Table of Contents
Interest expense increased $1.5. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.
Spire Missouri
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Income [GAAP] |
|
$ |
204.8 |
|
|
$ |
154.0 |
|
Operation and maintenance expenses |
|
|
81.0 |
|
|
|
77.8 |
|
Depreciation and amortization |
|
|
55.8 |
|
|
|
47.0 |
|
Taxes, other than income taxes |
|
|
63.4 |
|
|
|
55.4 |
|
Less: Gross receipts tax expense |
|
|
(42.1 |
) |
|
|
(39.9 |
) |
Contribution Margin [Non-GAAP] |
|
|
362.9 |
|
|
|
294.3 |
|
Natural gas costs |
|
|
333.3 |
|
|
|
337.4 |
|
Gross receipts tax expense |
|
|
42.1 |
|
|
|
39.9 |
|
Operating Revenues |
|
$ |
738.3 |
|
|
$ |
671.6 |
|
Net Income |
|
$ |
150.2 |
|
|
$ |
112.9 |
|
Operating revenues for the quarter ended March 31, 2026 were $66.7 higher than the comparable prior-year period. The increase was primarily the result of three drivers: $78.4 due to implementation of the most recent rate case, higher off-system sales of $7.7, and $2.2 higher gross receipts tax. These favorable impacts were only partly offset by $9.0 lower gas cost recoveries and negative volume impact (net of weather mitigation) of $12.5.
Contribution margin for the three months ended March 31, 2026 increased $68.6 from the same period in the prior year, primarily due to the $78.4 increase relating to implementation of the most recent rate case, combined with the $3.0 impact of higher off-system sales. These favorable impacts more than offset the unfavorable $12.5 weather-mitigated margin impact.
Degree days in Spire Missouri’s service areas during the three months ended March 31, 2026 were 13.1% warmer than normal, and 13.6% warmer than the comparable prior year period. Spire Missouri’s total system volume sold and transported were 629.5 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 731.1 million CCF for the same period in the prior year. Total off-system volume sold and transported were 17.3 million CCF for the current-year quarter, compared with 25.9 million CCF a year ago.
O&M expenses for the current-year quarter increased $3.2 versus the prior-year quarter. This increase reflects higher expense levels for non-payroll operations and bad debt expense that were only partly offset by employee-related costs.
Depreciation and amortization expenses increased $8.8 versus the prior-year quarter due to higher rates approved in the recent rate case, in addition to ongoing capital investments.
Taxes, other than income taxes increased $8.0, driven by higher pass-through gross receipts taxes, and higher property taxes due to higher amortization levels of regulatory deferrals along with continued infrastructure investments.
Interest expense increased $1.9, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.
Resulting net income for the quarter ended March 31, 2026 increased $37.3 versus the prior-year quarter.
60
Table of Contents
Spire Alabama
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Income [GAAP] |
|
$ |
102.7 |
|
|
$ |
100.6 |
|
Operation and maintenance expenses |
|
|
33.9 |
|
|
|
37.6 |
|
Depreciation and amortization |
|
|
21.1 |
|
|
|
17.9 |
|
Taxes, other than income taxes |
|
|
15.7 |
|
|
|
16.7 |
|
Less: Gross receipts tax expense |
|
|
(12.5 |
) |
|
|
(13.4 |
) |
Contribution Margin [Non-GAAP] |
|
|
160.9 |
|
|
|
159.4 |
|
Natural gas costs |
|
|
57.2 |
|
|
|
79.6 |
|
Gross receipts tax expense |
|
|
12.5 |
|
|
|
13.4 |
|
Operating Revenues |
|
$ |
230.6 |
|
|
$ |
252.4 |
|
Net Income |
|
$ |
72.0 |
|
|
$ |
70.0 |
|
Operating revenues for the three months ended March 31, 2026 decreased $21.8 from the same period in the prior year. This decrease was attributable to unfavorable volume impacts of $17.o, a year-over year net increase in the customer refund provision of $7.2, and a $4.6 decrease in gas cost recoveries. These negative impacts more than offset the $7.4 increase resulting from the annual RSE update.
Contribution margin was $1.5 higher versus the prior-year quarter, driven primarily by the favorable $7.1 annual RSE rate update, combined with $1.0 increase attributable to off-system sales. These impacts were only partly offset by a $6.9 decline relating to the year-over year net increase in the customer refund provision.
As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended March 31, 2026, were 9.8% warmer than normal, and 11.2% warmer than a year ago. Spire Alabama’s total system volume sold and transported were 316.9 million CCF for the three months ended March 31, 2026, compared with 344.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were 18.0 million CCF for the current-year quarter, compared with 18.8 million CCF off-system volume sold and transported in last year’s first quarter.
Reported O&M expenses for the three months ended March 31, 2026 decreased $3.7 versus the prior-year quarter. This reduction was primarily driven by lower expense levels for non-payroll operations, combined with lower employee-related costs.
Depreciation and amortization expenses increased $3.2 versus the prior-year period due to rate changes and ongoing capital investments.
Interest expense for the current-year quarter decreased $0.4 versus the prior-year quarter, primarily the result of lower average long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.
For the quarter ended March 31, 2026, resulting net income increased $2.0 versus the prior-year quarter.
61
Table of Contents
EARNINGS – SIX MONTHS ENDED March 31, 2026
This section contains discussion and analysis of the results for the six months ended March 31, 2026 compared to the results for the six months ended March 31, 2025, in total and by registrant and segment.
Spire
Total Company
Net income for the year-to-date ended March 31, 2026 was $377.2 versus $290.6 in the comparable prior-year period. The increase was driven by the continuing operations of our utilities, which increased by $62.7, partially offset by higher corporate expenses and pipeline operations, net, of $18.7, combined our discontinued operations, which increased $42.6. Growth at Spire Marketing was the primary driver of the growth in net income from discontinued operations. The Company will describe further the results of its ongoing business.
Continuing Operations
Net Income and Adjusted Earnings
The following tables reconcile the Company’s adjusted earnings to the most comparable GAAP number, net income.
|
|
Gas Utility Segment |
|
|
Other |
|
|
Discontinued Operations |
|
|
Total |
|
|
Per Diluted |
|
|||||
Six Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income [GAAP] |
|
$ |
335.7 |
|
|
$ |
(30.3 |
) |
|
$ |
71.8 |
|
|
$ |
377.2 |
|
|
$ |
6.14 |
|
Net Income (Loss) Continuing Operations |
|
|
335.7 |
|
|
|
(30.3 |
) |
|
|
|
|
|
305.4 |
|
|
|
4.93 |
|
|
Net Income Discontinued Operations |
|
|
— |
|
|
|
— |
|
|
|
71.8 |
|
|
|
71.8 |
|
|
|
1.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing Operations |
|
Gas Utility Segment |
|
|
Other |
|
|
Total |
|
|
Per Diluted |
|
|
|
|
|||||
Net Income (Loss) [GAAP] |
|
$ |
335.7 |
|
|
$ |
(30.3 |
) |
|
$ |
305.4 |
|
|
$ |
4.93 |
|
|
|
|
|
Adjustments, pre-tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition activities* |
|
|
— |
|
|
|
38.8 |
|
|
|
38.8 |
|
|
$ |
0.66 |
|
|
|
|
|
Goodwill impairment |
|
|
3.9 |
|
|
|
— |
|
|
|
3.9 |
|
|
$ |
0.07 |
|
|
|
|
|
Gain on sale of subsidiary |
|
|
— |
|
|
|
(28.9 |
) |
|
|
(28.9 |
) |
|
$ |
(0.49 |
) |
|
|
|
|
Income tax effect of adjustments** |
|
|
(0.9 |
) |
|
|
(0.8 |
) |
|
|
(1.7 |
) |
|
|
(0.03 |
) |
|
|
|
|
Preferred share redemption costs*** |
|
|
|
|
|
|
|
|
|
|
|
0.14 |
|
|
|
|
||||
Adjusted Earnings (Loss) [Non- |
|
$ |
338.7 |
|
|
$ |
(21.2 |
) |
|
$ |
317.5 |
|
|
$ |
5.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Gas Utility Segment |
|
|
Other |
|
|
Discontinued Operations |
|
|
Total |
|
|
Per Diluted |
|
|||||
Six Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income [GAAP] |
|
$ |
273.0 |
|
|
$ |
(11.6 |
) |
|
$ |
29.2 |
|
|
$ |
290.6 |
|
|
$ |
4.86 |
|
Net Income (Loss) Continuing Operations |
|
|
273.0 |
|
|
|
(11.6 |
) |
|
|
|
|
|
261.4 |
|
|
|
4.36 |
|
|
Net Income Discontinued Operations |
|
|
— |
|
|
|
— |
|
|
|
29.2 |
|
|
|
29.2 |
|
|
|
0.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing Operations |
|
Gas Utility Segment |
|
|
Other |
|
|
Total |
|
|
Per Diluted |
|
|
|
|
|||||
Net Income (Loss) [GAAP] and Adjusted Earnings (Loss) [Non- |
|
$ |
273.0 |
|
|
$ |
(11.6 |
) |
|
$ |
261.4 |
|
|
$ |
4.36 |
|
|
|
|
|
* Includes transaction, transition and financing costs for the Piedmont Tennessee Transaction.
62
Table of Contents
** 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.
***Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares and in the second quarter of 2026, excludes the $8.0 impact of the February 2026 cost of redemption of Spire’s 5.9% Series A Preferred Stock, including related depositary shares.
Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.
|
|
Gas Utility Segment |
|
|
Other |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Six Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income [GAAP] |
|
$ |
486.7 |
|
|
$ |
(21.3 |
) |
|
$ |
— |
|
|
$ |
465.4 |
|
Operation and maintenance expenses |
|
|
241.7 |
|
|
|
51.7 |
|
|
|
(9.2 |
) |
|
|
284.2 |
|
Depreciation and amortization |
|
|
156.4 |
|
|
|
5.8 |
|
|
|
— |
|
|
|
162.2 |
|
Taxes, other than income taxes |
|
|
136.3 |
|
|
|
1.5 |
|
|
|
— |
|
|
|
137.8 |
|
Less: Gross receipts tax expense |
|
|
(86.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(86.2 |
) |
Contribution Margin [Non-GAAP] |
|
|
934.9 |
|
|
|
37.7 |
|
|
|
(9.2 |
) |
|
|
963.4 |
|
Natural gas costs |
|
|
687.1 |
|
|
|
2.3 |
|
|
|
(20.3 |
) |
|
|
669.1 |
|
Gross receipts tax expense |
|
|
86.2 |
|
|
|
— |
|
|
|
— |
|
|
|
86.2 |
|
Operating Revenues |
|
$ |
1,708.2 |
|
|
$ |
40.0 |
|
|
$ |
(29.5 |
) |
|
$ |
1,718.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income (Loss) [GAAP] |
|
$ |
399.8 |
|
|
$ |
13.0 |
|
|
$ |
— |
|
|
$ |
412.8 |
|
Operation and maintenance expenses |
|
|
237.8 |
|
|
|
16.7 |
|
|
|
(8.8 |
) |
|
|
245.7 |
|
Depreciation and amortization |
|
|
137.6 |
|
|
|
5.7 |
|
|
|
— |
|
|
|
143.3 |
|
Taxes, other than income taxes |
|
|
123.1 |
|
|
|
1.5 |
|
|
|
— |
|
|
|
124.6 |
|
Less: Gross receipts tax expense |
|
|
(81.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
(81.8 |
) |
Contribution Margin [Non-GAAP] |
|
|
816.5 |
|
|
|
36.9 |
|
|
|
(8.8 |
) |
|
|
844.6 |
|
Natural gas costs |
|
|
685.4 |
|
|
|
2.5 |
|
|
|
(19.9 |
) |
|
|
668.0 |
|
Gross receipts tax expense |
|
|
81.8 |
|
|
|
— |
|
|
|
— |
|
|
|
81.8 |
|
Operating Revenues |
|
$ |
1,583.7 |
|
|
$ |
39.4 |
|
|
$ |
(28.7 |
) |
|
$ |
1,594.4 |
|
Select variances for the six m0nths ended March 31, 2026 compared to the six months ended March 31, 2025 are summarized in the following table and discussed below.
|
|
Gas |
|
|
Other, |
|
|
|
|
|||
Variances: Fiscal 2026 Versus Fiscal 2025 |
|
Utility |
|
|
Eliminations |
|
|
Consolidated |
|
|||
Net Income (Loss) |
|
$ |
62.7 |
|
|
$ |
(18.7 |
) |
|
$ |
44.0 |
|
Adjusted Earnings (Loss) [Non-GAAP] |
|
|
65.7 |
|
|
|
(9.6 |
) |
|
|
56.1 |
|
Operating Revenues |
|
|
124.5 |
|
|
|
(0.2 |
) |
|
|
124.3 |
|
Contribution Margin [Non-GAAP] |
|
|
118.4 |
|
|
|
0.4 |
|
|
|
118.8 |
|
Operation and Maintenance Expenses |
|
|
3.9 |
|
|
|
34.6 |
|
|
|
38.5 |
|
Interest Expense |
|
|
|
|
|
|
|
|
(29.1 |
) |
||
Other Income |
|
|
|
|
|
|
|
|
6.1 |
|
||
Income Tax |
|
|
|
|
|
|
|
|
10.6 |
|
||
The increase in interest expense reflects higher levels of long-term debt and corresponding higher average long-term debt rates in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $9.6 for the six months ended March 31, 2026.. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 4.1% in the current year versus 4.5% in the prior year.
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Other income increased $6.1 versus the prior-year period. Excluding the NSC Transfer impact the increase was $3.5. The principal drivers of the increase was interest income and favorable mark-to-market activity and investment gains in non-qualified benefit trusts. These benefits more than offset a decline of gas-carrying cost credits at Spire Missouri.
The increase in income taxes primarily reflects the higher current-year pre-tax book income.
The Company’s other activities generated a $30.3 loss in the six months ended March 31, 2026, $18.7 higher than the prior year period. The major contributor to this variance was $38.8 pre-tax of current year costs associated with the Piedmont Tennessee acquisition that was mostly offset by the $28.9 gain on the sale of a non-core subsidiary. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.
For the year-to-date ended March 31, 2026, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $62.7 and $65.7, respectively. The year-to-date change in net income was driven by the $ 61.1 improved performance of Spire Missouri and the $5.9 increase from Spire Alabama, partly offset by the $3.0 (after-tax) goodwill impairment relating to the divestiture of Spire Mississippi.
The increase in Gas Utility operating revenues was attributable to the following factors:
Spire Missouri Rate Case Implementation |
|
$ |
132.6 |
|
Spire Missouri and Spire Alabama – Off-system sales and capacity release |
|
|
16.7 |
|
Spire Alabama – Annual RSE update |
|
|
8.1 |
|
Spire Missouri – Higher gross receipts taxes |
|
|
4.4 |
|
Spire Missouri – Infrastructure System Replacement Surcharge ("ISRS") |
|
|
2.3 |
|
Spire Alabama and Spire Missouri – Volumetric usage |
|
|
(29.4 |
) |
Spire Alabama – Net change, customer refund reserve |
|
|
(2.9 |
) |
Spire Missouri and Spire Alabama – Lower PGA/GSA collections (gas cost recovery) |
|
|
(6.3 |
) |
All other factors |
|
|
(1.0 |
) |
Total Variation |
|
$ |
124.5 |
|
The primary driver of the current year increase in revenue was the $132.6 impact of the October 2025 Missouri rate case implementation. Current year revenue also benefited from higher off system sales of $16.7and Spire Alabama’s favorable annual RSE update impact of $8.1. These favorable impacts more than offset the $29.4 negative impact of lower volume usage net of weather mitigation adjustments, the $6.3 reduction attributable to lower gas cost recoveries, and the $2.9 net unfavorable change in the customer refund provision at Spire Alabama.
The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:
Spire Missouri Rate Case Implementation |
|
|
132.6 |
|
Spire Missouri and Spire Alabama – Off-system sales and capacity release |
|
|
5.4 |
|
Spire Alabama – Annual RSE update |
|
|
7.9 |
|
Spire Missouri – Infrastructure System Replacement Surcharge ("ISRS") |
|
|
2.3 |
|
Spire Alabama and Spire Missouri – Volumetric usage |
|
|
(24.8 |
) |
Spire Alabama – Net change, customer refund reserve |
|
|
(2.8 |
) |
All other factors |
|
|
(2.2 |
) |
Total Variation |
|
$ |
118.4 |
|
Contribution margin increased $118.4 versus the prior year. Contribution margin benefited from the $132.6 impact of the October 2025 Missouri rate case implementation, $7.9 attributable to the Alabama RSE annual update, combined with $5.4 higher off system sales. As previously disclosed, most of the Alabama RSE benefit was offset by year-over-year changes to the customer refund provision. These favorable impacts more than offset the $24.8 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama and the $2.8 net unfavorable change to the Spire Alabama customer refund provision.
Reported operation and maintenance (“O&M”) expenses for the six months ended March 31, 2026 were $3.9 higher than the prior year. Excluding the NSC Transfer impact, O&M expenses were $1.3 higher than the comparable prior year period. Lower employee-related costs and administrative expenses more than offset higher expense levels for non-payroll operations and bad debt expense.
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Depreciation and amortization expenses for the year-to-date ended March 31, 2026 were $18.9 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.
Taxes, other than income taxes, increased $13.2, due to $4.4 higher gross receipts taxes resulting from higher revenues, combined with higher property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments.
Interest expense increased $3.2. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.
Spire Missouri
|
|
Six Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Income [GAAP] |
|
$ |
322.8 |
|
|
$ |
239.4 |
|
Operation and maintenance expenses |
|
|
160.7 |
|
|
|
154.0 |
|
Depreciation and amortization |
|
|
108.6 |
|
|
|
92.7 |
|
Taxes, other than income taxes |
|
|
105.2 |
|
|
|
92.0 |
|
Less: Gross receipts tax expense |
|
|
(63.8 |
) |
|
|
(59.4 |
) |
Contribution Margin [Non-GAAP] |
|
|
633.5 |
|
|
|
518.7 |
|
Natural gas costs |
|
|
557.4 |
|
|
|
551.0 |
|
Gross receipts tax expense |
|
|
63.8 |
|
|
|
59.4 |
|
Operating Revenues |
|
$ |
1,254.7 |
|
|
$ |
1,129.1 |
|
Net Income |
|
$ |
227.4 |
|
|
$ |
166.3 |
|
Operating revenues for the six months ended March 31, 2026 were $125.6 higher than the comparable prior-year period. The increase was primarily the result of four drivers: $132.6 due to implementation of the most recent rate case, higher off-system sales of $15.3, $4.4 higher gross receipts tax, and $2.3 incremental ISRS revenues. These favorable impacts were only partly offset by the $23.4 unfavorable volume impact (net of weather mitigation), and $5.3 lower gas cost recoveries.
Contribution margin for the six months ended March 31, 2026 increased $114.8 from the same period in the prior year, primarily due to the $132.6 increase relating to implementation of the most recent rate case, combined with the $3.8 impact of higher off-system sales and $2.3 incremental ISRS charges. These favorable impacts more than offset the unfavorable $23.4 weather-mitigated margin impact.
Degree days in Spire Missouri’s service areas during the six months ended March 31, 2026 were 11.5% warmer than normal, and 4.8% warmer than the same period last year. Spire Missouri’s total system volume sold and transported were 1,101.7 million centum (Latin for “hundred”) cubic feet (CCF) for the current year, compared with 1,181.7 million CCF for the same period in the prior year. Total off-system volume sold and transported were 47.0 million CCF for the current-year, compared with 47.9 million CCF a year ago.
O&M expenses for the six months ended March 31, 2026 increased $6.7 versus the corresponding prior-year period. Excluding the NSC Transfer impact, O&M expense increased $5.9. This increase reflects higher expense levels for non-payroll operations, insurance, and bad debt expense that were only partly offset by lower employee-related costs and administrative expenses.
Depreciation and amortization expenses increased $15.9 versus the prior-year period due to higher rates approved in the recent rate case, in addition to ongoing capital investments.
Taxes, other than income taxes increased $13.2, driven by higher pass-through gross receipts taxes and higher property taxes, due primarily to higher amortization levels of regulatory deferrals along with continued infrastructure investments.
Interest expense increased $4.0, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.
Resulting net income for the six months ended March 31, 2026 increased $61.1 versus the six months ended March 31, 2025.
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Table of Contents
Spire Alabama
|
|
Six Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating Income [GAAP] |
|
$ |
135.7 |
|
|
$ |
130.0 |
|
Operation and maintenance expenses |
|
|
66.3 |
|
|
|
69.5 |
|
Depreciation and amortization |
|
|
38.5 |
|
|
|
35.7 |
|
Taxes, other than income taxes |
|
|
25.3 |
|
|
|
25.3 |
|
Less: Gross receipts tax expense |
|
|
(19.3 |
) |
|
|
(19.1 |
) |
Contribution Margin [Non-GAAP] |
|
|
246.5 |
|
|
|
241.4 |
|
Natural gas costs |
|
|
106.5 |
|
|
|
112.3 |
|
Gross receipts tax expense |
|
|
19.3 |
|
|
|
19.1 |
|
Operating Revenues |
|
$ |
372.3 |
|
|
$ |
372.8 |
|
Net Income |
|
$ |
91.6 |
|
|
$ |
85.7 |
|
Operating revenues for the six months ended March 31, 2026 decreased $0.5 from the same period in the prior year. This decrease was attributable to unfavorable volume impacts of $6.0, a year-over year net increase in the customer refund provision of $2.9, and a $1.0 decrease in gas cost recoveries. These negative impacts more than offset the $8.1 increase resulting from the annual RSE update.
Contribution margin was $5.1 higher versus the prior-year comparable period, driven primarily by the favorable $7.9 annual RSE rate update, combined with $1.6 increase attributable to off-system sales. These impacts were only partly offset by a $2.8 decline relating to the year-over year net increase in the customer refund provision and a $1.4 reduction resulting from lower (weather-mitigated) volume.
As measured in degree days, temperatures in Spire Alabama’s service area during the six months ended March 31, 2026, were 5.0% warmer than normal, but 0.2% colder than a year ago. Spire Alabama’s total system volume sold and transported were 560.2 million CCF for the six months ended March 31, 2026, compared with 604.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 33.5 million CCF for the current-year period, compared with 35.5 million CCF off-system volume sold and transported in the prior year period.
Reported O&M expenses for the six months ended March 31, 2026 decreased $3.2 versus the prior-year period. After excluding the impact of the NSC Transfer, O&M expenses in the current year quarter were $4.7 lower than the corresponding prior year period. This reduction was primarily driven by lower expense levels for non-payroll operations, combined with lower employee-related costs.
Depreciation and amortization expenses increased $2.8 versus the prior-year period due to rate changes and ongoing capital investments.
Interest expense for the current year decreased $0.7 versus the prior-year period, primarily the result of lower average long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.
For the six months ended March 31, 2026, resulting net income increased $5.9 versus the six months ended March 31, 2025.
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Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
Recent Cash Flows
|
|
Six Months Ended |
|
|||||
Cash Flow Summary |
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
491.4 |
|
|
$ |
453.8 |
|
Net cash used in investing activities |
|
|
(2,866.3 |
) |
|
|
(477.3 |
) |
Net cash provided by financing activities |
|
|
2,419.3 |
|
|
|
34.6 |
|
For the six months ended March 31, 2026, net cash from operating activities increased $37.6 compared with the corresponding period of fiscal 2025, which included a $35.4 increase attributable to discontinued operations from the corresponding period of fiscal 2025. The key change was driven primarily by regulatory timing differences and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.
For the six months ended March 31, 2026, net cash used in investing activities decreased by $2,389.0 compared with the same period in the prior year. The change was primary attributable to the Piedmont Tennessee Transaction. Total capital expenditures were $84.2 lower than last year, with a $10.9 spending decrease in the Utilities, and approximately $73.3 decreases related to discounting operations.
Lastly, for the six months ended March 31, 2026, net cash provided by financing activities increased $2,384.7 compared with the six months ended March 31, 2025. The increase was driven primarily by $3,325.0 in borrowings predominately related to Piedmont Tennessee Transaction, $200.0 of junior subordinated notes issuances, and $400.0 of senior notes refinancing. These increases were partially offset by $580.5 reduction in debt, and the redemption of $250.0 of preferred shares. Financing cash flows were also impacted by a $74.9 decrease in stock issuances and a $27.9 increase in financing costs compared with the prior year period.
Future Cash Requirements
The Company’s short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between when they purchase natural gas and when their customers pay for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with Spire Missouri’s use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Utilities’ PGA clauses and GSA riders, the seasonality of accounts receivable balances, and the utilization of stored gas inventories cause short-term cash requirements to vary during the year and from year to year, and may cause significant variations in the Company’s cash provided by or used in operating activities.
Spire’s material cash requirements as of March 31, 2026, are related to the Piedmont Tennessee Transaction, capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. The acquisition required financing of $2.50 billion.
On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of $212.0. The results of Spire Marketing have been classified as discontinued operations. The proceeds from this transaction increased the Company’s available liquidity and were used, or are expected to be used in the near term, primarily to reduce debt incurred in connection with the Piedmont Tennessee Transaction.
In April 2026, Spire also announced the planned sale of its natural gas storage business, Spire Storage, for total expected consideration of approximately $650.0, subject to customary closing conditions, including regulatory approvals. Spire Storage has been classified as discontinued operations. Between the date Spire Storage was classified as discontinued operations and the date the related transaction is completed, the Company remains exposed to risks associated with changes in market conditions, regulatory approvals, and other closing conditions that could affect the timing or ultimate completion of the transaction. Any delay or material change in the terms of this disposition could affect the Company’s anticipated liquidity and the timing of repayment of acquisition‑related borrowings.
During the pendency of the Spire Storage disposition, Spire expects to fund the operations of this business in the ordinary course, which is not expected to be material to the Company’s consolidated liquidity.
The Company does not expect to retain a financial interest in Spire Marketing or Spire Storage following their dispositions and does not anticipate material contingent liabilities that would remain with Spire after the completion of these transactions. If circumstances related to the disposition of Spire Storage were to change, the Company would reassess the impact on its liquidity, financial condition, and results of operations.
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Table of Contents
For information about these resources, see Note 8, Financing. Excluding the acquisition and divestitures, there were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Total Company capital expenditures are planned to be $797 for fiscal 2026.
Source of Funds
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.
|
|
S&P |
|
Moody’s |
Spire Inc. senior unsecured long-term debt |
|
BBB |
|
Baa2 |
Spire Inc. preferred stock |
|
BBB- |
|
Ba1 |
Spire Inc. short-term debt |
|
A-2 |
|
P-2 |
Spire Missouri senior secured long-term debt |
|
A |
|
A1 |
Spire Alabama senior unsecured long-term debt |
|
BBB+ |
|
A2 |
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Table of Contents
Cash and Cash Equivalents
Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of March 31, 2026.
Short-term Debt
The Company’s short-term cash requirements can be met through the sale of up to $1,500.0 of commercial paper or through the use of Spire’s $1,500.0 revolving credit facility. For information about these resources, see Note 8, Financing, of the Notes to Financial Statements in Item 1 and “Interest Rate Risk” under “Market Risk” below.
In addition to the commercial paper program and revolving credit facility, as part of funding of the Company’s previously announced Piedmont Tennessee acquisition, the Company entered into a Delayed Draw Term Loan Agreement providing up to $800.0 of senior unsecured delayed draw term loan commitments, consisting of a $600.0 Tranche A facility and a $200.0 Tranche B facility, maturing no later than March 30, 2027. Borrowings under Tranche A are expected to be used, together with cash on hand and/or capital markets proceeds, and related costs, while Tranche B borrowings may be used for general corporate purposes. Borrowings bear interest at either a base rate or adjusted term SOFR plus 0.85%, and the agreement includes a ticking fee on undrawn commitments. The DDTL Agreement contains customary covenants, including a maximum consolidated capitalization ratio of 70%, and customary events of default. For information about these resources, see Note 8, Financing.
Long-term Debt and Equity
Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 36% equity at March 31, 2026 and 47% equity at September 30, 2025, respectively. At March 31, 2026, Spire had outstanding principal of long-term debt totaling $6,296.5, of which $2,168.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $3,413.6 was issued by Spire and other subsidiaries.
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.
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 $350.0 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.
On November 24, 2025, Spire issued $900.0 of junior subordinated notes, consisting of two $450.0 series maturing in 2056. The Series A notes bear interest at 6.250% until June 1, 2031, and the Series B notes bear interest at 6.450% until June 1, 2036, after which rates reset every five years based on the five-year U.S. Treasury rate plus a stated spread, subject to minimum rates. Interest is payable semiannually beginning June 1, 2026. Spire may defer interest payments for up to 10 consecutive years, subject to restrictions on dividends and certain junior debt payments during any deferral period. The notes are redeemable at par under specified conditions and rank junior to Spire’s senior debt. Net proceeds, together with other financing sources, are expected to fund the acquisition of Piedmont Natural Gas’s Tennessee operations. For more information about the junior subordinated notes, see Note 8, Financing.
On December 17, 2025, Spire Tennessee entered into a Master Note Purchase Agreement to issue $825.0 of senior unsecured notes in a private placement. In connection with the closing of the Piedmont Tennessee Transaction on March 31, 2026, Spire Tennessee issued the notes in multiple tranches with maturities from 2029 to 2038 and fixed interest rates ranging from 4.59% to 5.44%. Proceeds were used to fund the acquisition. The agreement includes customary covenants, including a Consolidated Capitalization Ratio not exceeding 70%, and provides for optional and mandatory prepayment under specified conditions. For more information about the senior unsecured notes, see Note 8, Financing.
On January 12, 2026, Spire issued $200.0 of 6.375% junior subordinated notes due 2086. Interest is payable semiannually, and the notes rank junior to all existing and future senior indebtedness. Net proceeds, together with other funds, were used to redeem all outstanding shares of Spire’s 5.90% Series A Cumulative Redeemable Perpetual Preferred
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Table of Contents
Stock (aggregate $250.0 liquidation preference) or for other general corporate purposes. For more information about the junior subordinated notes, see Note 8, Financing.
On February 9, 2026, Spire Inc. issued $400.0 aggregate principal amount of 4.600% senior unsecured notes due September 1, 2031 (the “2031 Senior Notes”). Interest on the 2031 Senior Notes is payable semiannually beginning September 1, 2026, and the notes may be redeemed prior to August 1, 2031 at a make‑whole redemption price or, thereafter, at par, in each case plus accrued interest. The notes rank equally with the Company’s other unsecured and unsubordinated indebtedness. Proceeds from the issuance were used to repay $350.0 of the Company’s 5.300% Senior Notes due March 1, 2026, with remaining proceeds available to fund the pending acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or for general corporate purposes.
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 March 31, 2026, under the ATM program, Spire may sell additional shares with an aggregate offering price of up to $123.6 through January 2027.
For more information about the issuance of common stock under Spire’s ATM equity distribution agreement, see Note 6, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.
Spire has a shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 250,000 shares remaining available for issuance under this Form S-3, which expires on April 30, 2029. Spire and Spire Missouri also have a universal shelf registration statement on Form S-3 on file with the SEC for the issuance of various equity and debt securities, which expires on May 7, 2028.
ENVIRONMENTAL MATTERS
The Utilities and other Spire subsidiaries own and operate natural gas distribution, transmission and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s, Spire Missouri’s, or Spire Alabama’s financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the Company and the Utilities may be required to incur additional costs. For information relative to environmental matters, see Contingencies in Note 13 of the Notes to Financial Statements in Item 1.
REGULATORY MATTERS
For discussions of regulatory matters for Spire, Spire Missouri, and Spire Alabama, see Note 7, Regulatory Matters, of the Notes to Financial Statements in Item 1.
ACCOUNTING PRONOUNCEMENTS
The Company, Spire Missouri and Spire Alabama have evaluated or are in the process of evaluating the effects that recently issued accounting standards will have on the companies’ financial position or results of operations upon adoption.
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Table of Contents
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and include regulatory accounting, employee benefits and postretirement obligations, and income taxes. There were no significant changes to critical accounting estimates during the six months ended March 31, 2026.
For discussion of other significant accounting policies, see Note 1 of the Notes to Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to Financial Statements included in Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
MARKET RISK
There were no material changes in the Company’s commodity price risk or counterparty credit risk as of March 31, 2026, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Spire enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates. At March 31, 2026, the following swaps were outstanding:
Fiscal Period Originated |
|
Contract |
|
|
Notional |
|
|
Fixed |
|
|
Fiscal 2026 |
|
|
Net Asset |
|
|||||
Q3 2023 |
|
|
10 |
|
|
$ |
25.0 |
|
|
|
3.0180 |
% |
|
$ |
0.3 |
|
|
$ |
1.8 |
|
Q1 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.4000 |
% |
|
|
0.3 |
|
|
|
1.0 |
|
Q1 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5350 |
% |
|
|
0.2 |
|
|
|
0.8 |
|
Q1 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.4500 |
% |
|
|
0.2 |
|
|
|
1.0 |
|
Q1 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5250 |
% |
|
|
0.3 |
|
|
|
0.8 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5410 |
% |
|
|
0.3 |
|
|
|
0.8 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5520 |
% |
|
|
0.3 |
|
|
|
0.7 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.4260 |
% |
|
|
0.3 |
|
|
|
1.1 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5770 |
% |
|
|
0.2 |
|
|
|
0.7 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.4500 |
% |
|
|
0.3 |
|
|
|
1.0 |
|
Q4 2024 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.3500 |
% |
|
|
0.3 |
|
|
|
1.2 |
|
Q1 2025 |
|
|
1.5 |
|
|
|
125.0 |
|
|
|
3.5670 |
% |
|
|
(0.2 |
) |
|
|
— |
|
Q1 2025 |
|
|
1.5 |
|
|
|
225.0 |
|
|
|
3.5670 |
% |
|
|
(0.4 |
) |
|
|
— |
|
Q3 2025 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.5795 |
% |
|
|
0.3 |
|
|
|
0.7 |
|
Q3 2025 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.6105 |
% |
|
|
0.3 |
|
|
|
0.6 |
|
Q3 2025 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.6570 |
% |
|
|
0.3 |
|
|
|
0.6 |
|
Q3 2025 |
|
|
10 |
|
|
|
25.0 |
|
|
|
3.7630 |
% |
|
|
0.2 |
|
|
|
0.7 |
|
|
|
|
|
|
$ |
725.0 |
|
|
|
|
|
$ |
3.5 |
|
|
$ |
13.5 |
|
||
The two interest rate swaps entered into during the first quarter of fiscal 2025 are hedging $350.0 of the Company's short-term commercial paper program. As of March 31, 2026, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $3.5 on open swap contracts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For this discussion, see Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.
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Table of Contents
Item 4. Controls and Procedures
Spire
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Change in Internal Control over Financial Reporting
During the quarter ended March 31, 2026, the Company completed the acquisition of the Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc. (see Note 2 - Acquisitions). Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. The Company is in the process of integrating Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc. and as a result of these integration activities, certain controls will be evaluated and may be changed.
Spire Missouri
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Spire Alabama
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a description of legal proceedings, environmental matters and regulatory matters, see Note 13, Commitments and Contingencies, and Note 7, Regulatory Matters, of the Notes to Financial Statements in Item 1 of Part I.
Item 1A. Risk Factors
The following risk factor should be read in conjunction with the risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. This risk factor updates and supplements the previously disclosed risk factors in light of recent acquisitions and divestitures and related financing activities.
Risks related to pending divestitures and the ability to satisfy closing conditions.
From time to time, Spire may seek to strategically divest certain business segments or subsidiaries. Such divestitures involve a number of risks, including but not limited to, conditions to the completion of the applicable transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the applicable transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the applicable agreement; Spire being unable to achieve the anticipated benefits of the applicable transaction; significant transaction costs associated with the applicable transaction; the risk that disruptions from the applicable transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; and other factors relating to the operations and financial performance discussed in Spire’s filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The only repurchases of Spire’s common stock in the quarter were pursuant to elections by employees to have shares of stock withheld to cover employee tax withholding obligations upon the vesting of performance-based and time-vested restricted stock and stock units. The following table provides information on those repurchases.
Period |
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
Janauar 1, 2026 - January 31, 2026 |
|
|
1,795 |
|
|
$ |
83.50 |
|
|
|
— |
|
|
|
— |
|
February 1, 2026 - February 28, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 1, 2026 - March 31, 2026 |
|
|
80 |
|
|
|
91.60 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
1,875 |
|
|
|
83.84 |
|
|
|
— |
|
|
|
— |
|
Spire Missouri’s outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of March 31, 2026, all of Spire Missouri’s retained earnings were free from such restrictions.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarterly period ended March 31, 2026,
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Table of Contents
Item 6. Exhibits
Exhibit No. |
Description |
10.1 |
Underwriting Agreement, dated as of January 5, 2026, between Spire and several underwriters listed therein; filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed January 12, 2026. |
10.2 |
Underwriting Agreement dated February 4, 2026 between Spire Inc. and the several underwriters named in Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 9, 2026. |
10.3 |
Membership Interests Purchase Agreement, dated March 28, 2026, by and between Spire Resources LLC and Boardwalk Pipelines, LP; filed as Exhibit 10.1 to the Company’s Current Form 8-K filed on March 30, 2026. |
10.4 |
Delayed Draw Term Loan Agreement, dated as of March 26, 2026, with Bank of Montreal, as administrative agent, BMO Capital Markets Corp., Mizuho Bank, Ltd., TD Securities (USA) LLC and U.S. Bank National Association, as joint lead arrangers, joint bookrunners and co-syndication agents, Regions Bank and Wells Fargo Bank, National Association, as co-documentation agents, Bank of America, N.A., as senior managing agent, Royal Bank of Canada, as managing agent, and the banks party thereto; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 31, 2026. |
10.5 |
Membership Interest Purchase Agreement, dated as of April 14, 2026, by and among Spire Midstream LLC and Subterra Energy Holdings, LLC; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 15, 2026. |
10.6 |
Stock Purchase Agreement, dated as of April 21, 2026, between Spire EnergySouth Inc. and Delta Mississippi Gas Company, LLC; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 22, 2026. |
10.7 |
Form of Indemnification Agreement between Spire Inc. and its directors and officers; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 1, 2026. |
31.1 |
CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Inc. |
31.2 |
CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Missouri Inc. |
31.3 |
CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Alabama Inc. |
32.1 |
CEO and CFO Section 1350 Certifications of Spire Inc. |
32.2 |
CEO and CFO Section 1350 Certifications of Spire Missouri Inc. |
32.3 |
CEO and CFO Section 1350 Certifications of Spire Alabama Inc. |
101 |
Interactive Data Files including the following information from the Quarterly Report on Form 10-Q for the period ended March 31, 2026, formatted in inline extensible business reporting language (“Inline XBRL”): (i) Cover Page Interactive Data and (ii) the Financial Statements included in Item 1. |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
Spire Inc. |
|
|
|
|
|
|
Date: |
May 6, 2026 |
|
By: |
/s/ Adam W. Woodard |
|
|
|
|
Adam W. Woodard |
|
|
|
|
Executive Vice President, Chief Financial Officer |
|
|
|
|
(Authorized Signatory and Principal Financial Officer) |
|
|
|
Spire Missouri Inc. |
|
|
|
|
|
|
Date: |
May 6, 2026 |
|
By: |
/s/ Timothy W. Krick |
|
|
|
|
Timothy W. Krick |
|
|
|
|
Controller and Chief Accounting Officer |
|
|
|
|
(Authorized Signatory and Chief Accounting Officer) |
|
|
|
Spire Alabama Inc. |
|
|
|
|
|
|
Date: |
May 6, 2026 |
|
By: |
/s/ Timothy W. Krick |
|
|
|
|
Timothy W. Krick |
|
|
|
|
Chief Accounting Officer |
|
|
|
|
(Authorized Signatory and Chief Accounting Officer) |
75