(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 and the subsidiaries of Spire
EnergySouth (Spire Gulf and Spire Mississippi) are collectively referred to as
the "Utilities." This section includes management's view of factors that affect
the respective businesses of the Company, Spire Missouri and Spire Alabama,
explanations of financial results including changes in earnings and costs from
the prior periods, and the effects of such factors on the Company's, Spire
Missouri's and Spire Alabama's overall financial condition and liquidity.



Certain matters discussed in this report, excluding historical information,
include forward-looking statements. Certain words, such as "may," "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "seek," "target," and similar
words and expressions identify forward-looking statements that involve
uncertainties and risks. Future developments may not be in accordance with our
current expectations or beliefs and the effect of future developments may not be
those anticipated. Among the factors that may cause results or outcomes to
differ materially from those contemplated in any forward-looking statement are:



• Weather conditions and catastrophic events, particularly severe weather in

U.S. natural gas producing areas;

• Impacts related to the COVID-19 pandemic and uncertainties as to their

continuing duration and severity;

• Volatility in gas prices, particularly sudden and sustained changes in

natural gas prices, including the related impact on margin deposits

associated with the use of natural gas derivative instruments, and the impact

on our competitive position in relation to suppliers of alternative heating

sources, such as electricity;

• Changes in gas supply and pipeline availability, including as a result of

decisions by natural gas producers to reduce production or shut in producing

natural gas wells and expiration or termination of existing supply and

transportation arrangements that are not replaced with contracts with similar

terms and pricing (including as a result of a failure of the Spire STL

Pipeline to secure permanent authorization from the FERC), as well as other


     changes that impact supply for and access to the markets in which our
     subsidiaries transact business;


  •  Acquisitions may not achieve their intended results;

• Legislative, regulatory and judicial mandates and decisions, some of which


     may be retroactive, including those affecting:


  ?  allowed rates of return and recovery of prudent costs,


  ?  incentive regulation,


  ?  industry structure,


  ?  purchased gas adjustment provisions,


  ?  rate design structure and implementation,


  ?  capital structures established for rate-setting purposes,


  ?  regulatory assets,


  ?  non-regulated and affiliate transactions,


  ?  franchise renewals,


  ?  authorization to operate facilities,


  ?  environmental or safety matters, including the potential impact of

legislative and regulatory actions related to climate change and pipeline


     safety and security,


  ?  taxes,

? pension and other postretirement benefit liabilities and funding obligations,


     or


  ?  accounting standards;


  •  The results of litigation;


  •  The availability of and access to, in general, funds to meet our debt

obligations prior to or when they become due and to fund our operations and


     necessary capital expenditures, either through (i) cash on hand, (ii)
     operating cash flow, or (iii) access to the capital markets;


  •  Retention of, ability to attract, ability to collect from, and conservation
     efforts of, customers;




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• Our ability to comply with all covenants in our indentures and credit

facilities, any violations of which, if not cured in a timely manner, could


     trigger a default of our obligation;


  •  Energy commodity market conditions;


  •  Discovery of material weakness in internal controls;

• The disruption, failure or malfunction of our operational and information

technology systems, including due to cyberattacks; and

• Employee workforce issues, including but not limited to labor disputes, the

inability to attract and retain key talent, and future wage and employee

benefit costs, including costs resulting from changes in discount rates and


     returns on benefit plan assets.



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.





OVERVIEW



The Company has two reportable segments: Gas Utility and Gas Marketing. Nearly
all of Spire's earnings are derived from its Gas Utility segment, which reflects
the regulated activities of the Utilities. Due to the seasonal nature of the
Utilities' business and the 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 for a transportation fee. Effective December 1, 2020, for
most of these transportation service customers, Spire Alabama also purchases gas
on the wholesale market for sale to the customer upon delivery to the Spire
Alabama distribution system. All Spire Alabama services are provided to
customers at rates and in accordance with tariffs authorized by the APSC.



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.



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Gas Marketing



Spire Marketing is engaged in the marketing of natural gas and related
activities on a non-regulated basis and is reported in the Gas Marketing
segment. Spire Marketing markets natural gas throughout the U.S. It holds firm
transportation and storage contracts in order to effectively manage its
transactions with counterparties, which primarily include producers,
municipalities, electric and gas utility companies, and large commercial and
industrial customers.



Other


Other components of the Company's consolidated information include:

• unallocated corporate items, including certain debt and associated interest

costs;

Spire STL Pipeline LLC ("Spire STL Pipeline") and Spire Storage West LLC

("Spire Storage"), described below; and

• Spire's subsidiaries engaged in the operation of a propane pipeline and risk


     management, among other activities.




Spire STL Pipeline is a wholly owned subsidiary of Spire which owns and operates
a 65-mile pipeline connecting the Rockies Express Pipeline in Scott County,
Illinois, to delivery points in St. Louis County, Missouri, including Spire
Missouri's storage facility. The pipeline is under the jurisdiction of the FERC
and is currently permitted to deliver natural gas supply into eastern Missouri
under a temporary certificate authorization. Spire STL Pipeline's operating
revenue is derived primarily from Spire Missouri as its foundation shipper.



Spire Storage is engaged in the storage of natural gas in the western region of
the United States. The facility consists of two storage fields operating under
one FERC market-based rate tariff.



COVID-19



The outbreak of coronavirus disease 2019 (COVID-19) has adversely impacted
economic activity and conditions worldwide. We are continuing to assess the
developments involving our workforce, customers and suppliers, as well as the
response of federal and state authorities, our regulators and other business and
community leaders. The Company has implemented what we believe to be appropriate
procedures and protocols to ensure the safety of our customers, suppliers and
employees. Impacts on our results of operations from COVID-19 have been minimal,
partly as a result of regulatory recovery mechanisms and approvals.



The Company is participating in the Coronavirus Aid, Relief, and Economic
Security Act (CARES Act) provisions allowing for a payroll tax deferral which
did not have an impact on our results of operations but deferred the payment of
the Company's portion of certain payroll taxes until late in fiscal 2021 and
2022. Although the Company does not currently expect to seek relief under any
other CARES Act provisions, we will continue to monitor all pending and future
federal, state and local efforts related to the COVID-19 health crisis and
assess our need and, as applicable, eligibility for any such relief.



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
net economic earnings, net economic earnings per share and contribution margin.
Management and the Board of Directors use non-GAAP financial measures, in
addition to GAAP financial measures, to understand and compare operating results
across accounting periods, for financial and operational decision making, for
planning and forecasting, to determine incentive compensation and to evaluate
financial performance. These non-GAAP operating metrics should not be considered
as alternatives to, or more meaningful than, the related GAAP measures.
Reconciliations of non-GAAP financial measures to the most directly comparable
GAAP measures are provided on the following pages.



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Net Economic Earnings and Net Economic Earnings Per Share





Net economic earnings and net economic earnings per share are non-GAAP measures
that exclude from net income the impacts of fair value accounting and timing
adjustments associated with energy-related transactions, the impacts of
acquisition, divestiture and restructuring activities, and the largely non-cash
impacts of impairments and other non-recurring or unusual items such as certain
regulatory, legislative or GAAP standard-setting actions. In addition, net
economic earnings per share would exclude the impact, in the fiscal year of
issuance, of any shares issued to finance acquisitions that have yet to be
included in net economic earnings.



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



• Net unrealized gains and losses on energy-related derivatives that are

required by GAAP fair value accounting associated with current changes in the

fair value of financial and physical transactions prior to their completion

and settlement. These unrealized gains and losses result primarily from two

sources:

1) changes in the fair values of physical and/or financial derivatives prior to


     the period of settlement; and


  2) ineffective portions of accounting hedges, required to be recorded in

earnings prior to settlement, due to differences in commodity price changes


     between the locations of the forecasted physical purchase or sale
     transactions and the locations of the underlying hedge instruments;



• Lower of cost or market adjustments to the carrying value of commodity

inventories resulting when the net realizable value of the commodity falls


     below its original cost, to the extent that those commodities are
     economically hedged; and



• Realized gains and losses resulting from the settlement of economic hedges


     prior to the sale of the physical commodity.




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



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



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EARNINGS - THREE MONTHS ENDED June 30, 2022





Spire


Net Income and Net Economic Earnings

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





                                                                                                     Per Diluted
                                                                                                       Common
                                   Gas Utility       Gas Marketing        Other         Total          Share**

Three Months Ended June 30,
2022
Net Income (Loss) [GAAP]          $         4.2     $          (5.1 )   $    (0.5 )   $    (1.4 )   $       (0.10 )
Adjustments, pre-tax:
Fair value and timing
adjustments                                   -                 7.3             -           7.3              0.14
Income tax adjustments*                       -                (1.8 )           -          (1.8 )           (0.03 )
Net Economic Earnings (Loss)
[Non-GAAP]                        $         4.2     $           0.4     $    (0.5 )   $     4.1     $        0.01

Three Months Ended June 30,
2021
Net Income (Loss) [GAAP]          $        12.1     $          (6.6 )   $    (0.2 )   $     5.3     $        0.03
Adjustments, pre-tax:
Fair value and timing
adjustments                                 0.2                 1.9             -           2.1              0.04
Income tax adjustments*                       -                (0.5 )           -          (0.5 )           (0.01 )
Net Economic Earnings (Loss)
[Non-GAAP]                        $        12.3     $          (5.2 )   $    (0.2 )   $     6.9     $        0.06




*        Income tax adjustments include amounts calculated by applying federal,
state, and local income tax rates applicable to ordinary income to the amounts
of the pre-tax reconciling items.



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



Note: In the following discussion, all references to earnings (loss) per share
and net economic earnings per share refer to earnings (loss) per diluted common
share and net economic earnings (loss) per diluted common share.



Consolidated



Spire had a net loss of $1.4 for the three months ended June 30, 2022, compared
with net income of $5.3 for the three months ended June 30, 2021. Loss per
diluted share was $0.10 for the current quarter compared to income of $0.03 per
diluted share for the prior-year quarter. The net income decline of $6.7 was
primarily driven by a $7.9 reduction in the Gas Utility segment, partly offset
by $1.5 improved performance in the Gas Marketing segment.



Spire's net economic earnings for the third quarter were $4.1 ($0.01 per diluted
share), compared to $6.9 ($0.06 per diluted share) in the prior year, reflecting
lower earnings at Gas Utility, partly offset by stronger performance in Gas
Marketing. These impacts are described in further detail below.



Gas Utility



Net economic earnings for the Gas Utility segment decreased $8.1 from the third
quarter of the prior fiscal year. The $8.1 decrease reflects a shift in the
cadence of regulatory recovery in Missouri to the first two quarters of our
fiscal year, an impact of approximately $6.0, combined with higher depreciation
and property taxes tied to our pipeline upgrade investments.



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Gas Marketing


Fiscal 2022 third quarter net economic earnings for the Gas Marketing segment were $0.4, compared to a loss of $5.2 last year, reflecting more favorable market conditions in the current-year quarter that are described in further detail below.





Other


For the three months ended June 30, 2022, net economic loss increased $0.3 compared with last year, primarily reflecting higher corporate costs partly offset by improved results at Spire Storage.

Operating Revenues and Expenses and Contribution Margin

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





                                      Gas Utility       Gas Marketing        Other       Eliminations      Consolidated
Three Months Ended June 30, 2022
Operating Income (Loss) [GAAP]       $        36.8     $          (6.9 )   $     8.0     $           -     $        37.9
Operation and maintenance expenses            95.0                 3.2           8.0              (3.9 )           102.3
Depreciation and amortization                 58.1                 0.3           2.0                 -              60.4
Taxes, other than income taxes                43.0                 0.4           0.7                 -              44.1
Less: Gross receipts tax expense             (23.2 )              (0.1 )           -                 -             (23.3 )
Contribution Margin [Non-GAAP]               209.7                (3.1 )        18.7              (3.9 )           221.4
Natural gas costs                            144.5                67.1             -              (8.3 )           203.3
Gross receipts tax expense                    23.2                 0.1             -                 -              23.3
Operating Revenues                   $       377.4     $          64.1     

$ 18.7 $ (12.2 ) $ 448.0

Three Months Ended June 30, 2021 Operating Income (Loss) [GAAP] $ 35.6 $ (8.8 ) $ 6.4 $

           -     $        33.2
Operation and maintenance expenses           103.2                 3.2           9.2              (3.6 )           112.0
Depreciation and amortization                 50.9                 0.3           1.9                 -              53.1
Taxes, other than income taxes                32.1                 0.2           0.3                 -              32.6
Less: Gross receipts tax expense             (17.9 )                 -             -                 -             (17.9 )
Contribution Margin [Non-GAAP]               203.9                (5.1 )        17.8              (3.6 )           213.0
Natural gas costs                             84.9                20.2             -              (8.2 )            96.9
Gross receipts tax expense                    17.9                   -             -                 -              17.9
Operating Revenues                   $       306.7     $          15.1     $    17.8     $       (11.8 )   $       327.8




Consolidated



Spire reported operating revenues of $448.0 for the three months ended June 30,
2022, a $120.2 increase versus the prior-year quarter. The Gas Utility segment
experienced a quarter-over-quarter increase of $70.7 in operating revenues,
while the Gas Marketing segment reported a $49.0 increase. Spire's contribution
margin increased $8.4, reflecting the increase of $5.8 in the Gas Utility
segment combined with increases in Gas marketing and Other of $2.0 and $0.9,
respectively (before intercompany eliminations). Gas Utility operation and
maintenance (O&M) expenses of $95.0 for the quarter were $8.2 lower than last
year. Gas Utility O&M run-rate was $3.8 lower after adjusting the $4.4 transfer
of quarter-over-quarter non-service postretirement benefit costs to other
expenses below the operating income line (the "Non-service Cost Transfer").
Depreciation and amortization expenses were up $7.3 primarily due to continuing
Gas Utility capital investments. These impacts are described in further detail
below.



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Gas Utility



Operating Revenues - Gas Utility operating revenues for the three months ended
June 30, 2022, were $377.4, or $70.7 higher than the same period in the prior
year. The increase in Gas Utility operating revenues was attributable to the
following factors:


Spire Missouri and Spire Alabama - Higher PGA/GSA costs (gas cost recovery)

                                                              $    

28.3

Spire Missouri and Spire Alabama - Volumetric usage (net of weather mitigation)

22.3


Spire Alabama - RSE adjustments, net                                        

7.6


Spire Missouri and Spire Alabama - Higher gross receipts taxes              

5.2


Spire Missouri and Spire Alabama - Off-system sales and capacity
release                                                                        3.1
All other factors                                                              4.2
Total Variation                                                        $      70.7




The primary driver of revenue growth in the quarter was $28.3 in higher gas cost
recoveries in the current year reflecting the higher average gas costs being
passed through to customers, a $22.3 increase resulting from volume growth in
both the Spire Missouri and Spire Alabama territories, reflecting higher
year-over-year demand activity that more than offset the higher average
temperatures experienced in the Spire Missouri territory in the current-year
quarter versus the prior year. The current year also benefited from $7.6 in net
favorable RSE adjustments at Spire Alabama, higher gross receipts taxes
reflecting the growth in the underlying billing base, and slightly higher
off-system sales and capacity release.



Contribution Margin - Gas Utility contribution margin was $209.7 for the three
months ended June 30, 2022, a $5.8 increase over the same period in the prior
year. The increase was attributable to the following factors:



Spire Alabama - Rate adjustment under RSE mechanism, net $ 7.1 Spire Alabama - Volumetric usage (net of weather mitigation) (2.7 ) All other factors

                                                 1.4
Total Variation                                                $  5.8




Quarter-over-quarter contribution margin growth was primarily driven by the
$7.1 increase from the previously mentioned RSE adjustments at Spire Alabama,
reflecting favorable adjustments, particularly within the Cost Control Mechanism
within the RSE framework. Contribution margin also benefited from slightly
higher margins at Spire Missouri net of the regulatory recovery timing shift
mentioned previously. These positive impacts were only partly offset by a
decrease of $2.7 stemming from volumes net of weather mitigation at Spire
Alabama.



Operating Expenses - O&M expenses for the three months ended June 30, 2022, were
$8.2 lower than the prior year. Run-rate expenses decreased $3.8 after removing
the $4.4 impact of the Non-service Cost Transfer, largely due to lower
employee-related expenses. Taxes, other than income taxes, increased $10.9, and
were driven by the higher pass-through gross receipts taxes mentioned earlier,
along with higher property taxes resulting from the continued infrastructure
build-out by the utilities. Depreciation and amortization expenses for the
fiscal 2022 third quarter were $7.2 higher than the same period in the prior
year primarily driven by continued infrastructure capital expenditures across
all the Utilities.



Gas Marketing



Operating Revenues - Operating revenues increased $49.0 versus the prior-year
period as higher commodity prices contributed to the growth from the prior-year
quarter.



Contribution Margin - Gas Marketing contribution margin during the quarter ended
June 30, 2022, increased $2.0 from the same period in the prior year, due
principally to increased storage optimization driven by volatility in forward
gas prices that more than offset $5.4 in unfavorable mark-to-market adjustments
on open derivative positions.



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Interest Charges



Consolidated interest charges increased by $2.4, principally due to higher Gas
Utilities long-term debt, higher average short-term borrowings and interest
rates in the current-year quarter. For the three months ended June 30, 2022 and
2021, average short-term borrowings were $551.5 and $536.5, respectively, and
the average interest rate on these borrowings was 1.18% and 0.45%, respectively.



Other (Expenses) Income



Reported consolidated other expenses/income increased by $11.1, or $6.4 after
removing the Non-service Cost Transfer of $4.7. The $6.4 increase was primarily
attributable to unfavorable fair market value adjustments on investment trusts
for retiree and employee benefit plans.



Income Taxes


Consolidated income tax for the three months ended June 30, 2022, decreased $2.1 versus the same period in the prior year. The variance is due principally to the lower pre-tax book income in the current-year quarter.







Spire Missouri



                                        Three Months Ended June 30,
                                         2022                2021
Operating Income [GAAP]              $        12.9       $        18.4
Operation and maintenance expenses            59.5                64.3
Depreciation and amortization                 37.3                31.6
Taxes, other than income taxes                32.3                22.2
Less: Gross receipts tax expense             (16.7 )             (12.3 )
Contribution Margin [Non-GAAP]               125.3               124.2
Natural gas costs                             94.7                55.6
Gross receipts tax expense                    16.7                12.3
Operating Revenues                   $       236.7       $       192.1
Net (Loss) Income                    $        (8.4 )     $         3.1




Revenues for the three months ended June 30, 2022 were $44.6 higher than the
prior-year quarter. A key driver was an increase in gas recovery costs totaling
$23.2, primarily the result of cycling higher commodity gas costs that get
passed through to customers. Volume/gas usage accounted for $16.4 of the
increase in the current-year quarter, as underlying increases in economic
activity more than offset the impact of warmer weather. Higher gross receipts
taxes contributed a further $4.4 increase.



Contribution margin for the three months ended June 30, 2022, increased $1.1 from the same period in the prior year, largely the result of net volumetric impacts.





Reported O&M expenses for the third quarter decreased $4.8 versus the prior
year. Run-rate expenses decreased $1.9 after removing the $2.9 impact of the
Non-service Cost Transfer. The decrease was largely due to lower
employee-related expenses. Depreciation and amortization combined increased
$5.7 versus the prior-year quarter due to ongoing capital investments. Taxes,
other than income taxes, increased $10.1, driven by the higher pass-through
gross receipts taxes, higher property taxes resulting from the continued
infrastructure build-out by the utilities.



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Other expense was higher by $7.1, with $2.9 due to the Non-service Cost Transfer
and most of the remaining $4.2 variance due to unfavorable fair market value
adjustments investment trusts for employee and retiree benefit plans. Interest
expense increased $2.0, reflecting higher levels of long-term debt and higher
short-term interest rates.


Resulting net loss for the quarter ended June 30, 2022, represents an $11.5 decrease in results versus the prior-year quarter.





Degree days in Spire Missouri's service areas during the three months ended June
30, 2022, were 2.4% colder than normal, but 0.9% warmer than the same period
last year. Spire Missouri's total system therms sold and transported were
248.5 million for the quarter, compared with 242.1 million for the same period
in the prior year. Total off-system therms sold and transported were 1.1 million
for the current quarter, compared with 0.04 million a year ago.



Spire Alabama



                                       Three Months Ended June 30,
                                          2022                 2021
Operating Income [GAAP]              $          20.0         $   13.3
Operation and maintenance expenses              29.2             31.9
Depreciation and amortization                   16.9             16.1
Taxes, other than income taxes                   8.6              7.9
Less: Gross receipts tax expense                (5.5 )           (4.7 )
Contribution Margin [Non-GAAP]                  69.2             64.5
Natural gas costs                               41.0             24.1
Gross receipts tax expense                       5.5              4.7
Operating Revenues                   $         115.7         $   93.3
Net Income                           $          10.5         $    6.5




Operating revenues for the three months ended June 30, 2022, increased
$22.4 from the same period in the prior year. The change in operating revenue
was principally due to $7.6 net favorable rate adjustments under the RSE
mechanism, and a $5.9 increase attributable to favorable weather/usage impacts,
and an increase in off-system sales totaling $3.0.



Contribution margin was $4.7 higher versus the prior-year quarter, primarily
driven by $7.1 favorable net rate adjustments under the RSE mechanism offset by
a $2.7 decrease attributable to weather/usage, after application of weather
mitigation.



O&M expenses for the three months ended June 30, 2022, decreased $2.7 versus the
prior-year quarter, or $1.5 after removing the impact of the Non-service Cost
Transfer. Lower field operations and administration expenses more than offset
modest increases in employee expenses. Depreciation and amortization expenses
were up $0.8, the result of continued investment in infrastructure upgrades.



For the quarter ended June 30, 2022, resulting net income increased $4.0 versus the prior-year quarter.





As measured in degree days, temperatures in Spire Alabama's service area during
the three months ended June 30, 2022, were 21.5% colder than normal and 48.5%
colder than a year ago. Spire Alabama's total system therms sold and transported
were 225.7 million for the three months ended June 30, 2022, compared with 216.8
million for the same period in the prior year. Total off-system therms sold and
transported were 27.1 million for the quarter, compared with 6.0 million a year
ago.



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EARNINGS - nine months ended June 30, 2022





Spire


Net Income and Net Economic Earnings

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





                                                                                                     Per Diluted
                                                                                                       Common
                                   Gas Utility       Gas Marketing        Other         Total          Share**
Nine Months Ended June 30, 2022
Net Income (Loss) [GAAP]          $       236.5     $          (0.4 )   $    (8.2 )   $   227.9     $        4.16
Adjustments, pre-tax:
Fair value and timing
adjustments                                   -                20.9             -          20.9              0.40
Income tax effect of
adjustments*                                4.1                (5.2 )           -          (1.1 )           (0.02 )
Net Economic Earnings (Loss)
[Non-GAAP]                        $       240.6     $          15.3     $    (8.2 )   $   247.7     $        4.54

Nine Months Ended June 30, 2021
Net Income (Loss) [GAAP]          $       255.0     $          33.5     $    (6.9 )   $   281.6     $        5.23
Adjustments, pre-tax:
Missouri regulatory adjustment             (9.0 )                 -             -          (9.0 )           (0.18 )
Fair value and timing
adjustments                                 0.3                 5.9             -           6.2              0.12
Income tax effect of
adjustments*                                2.1                (1.5 )           -           0.6              0.01
Net Economic Earnings (Loss)
[Non-GAAP]                        $       248.4     $          37.9     $    (6.9 )   $   279.4     $        5.18




*     Income tax effect is calculated by applying federal, state, and local
income tax rates applicable to ordinary income to the amounts of the pre-tax
reconciling items and then adding any estimated effects of enacted state or
local income tax laws for periods before the related effective date, and for
fiscal 2022, include a Spire Missouri regulatory adjustment.



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



Note: In the following discussion, all references to earnings (loss) per share
and net economic earnings per share refer to earnings (loss) per diluted common
share and net economic earnings per diluted common share.



Consolidated



Spire's net income was $227.9 for the nine months ended June 30, 2022, compared
with $281.6 for the nine months ended June 30, 2021. Basic and diluted earnings
per share for the nine months ended June 30, 2022, were $4.17 and $4.16,
respectively, compared with basic and diluted earnings per share of $5.24 and
$5.23, respectively, for the nine months ended June 30, 2021.



The decrease in net income of $53.7 primarily reflects a $33.9 decrease in net
income from the Gas Marketing segment and a $18.5 decrease in net income from
the Gas Utility segment.



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The decrease in the Gas Marketing segment in the current year was due to the
more favorable market conditions experienced in the prior year, particularly in
the second quarter's month of February that drove volume, higher local/regional
basis differentials and higher realized value from storage withdrawals. Results
in the current year reflected more normalized market conditions. Gas Marketing
net income in the current year was also negatively impacted by unfavorable
unrealized fair value mark-to-market adjustments. The Gas Utility segment was
lower due to an increase of $20.2 in depreciation and amortization and $11.2
higher taxes, other than income taxes, net of gross receipts taxes. These
increases were partially offset by $3.7 of lower operating and maintenance
expenses and higher margins.



Net economic earnings were $247.7 ($4.54 per diluted share) for the nine months
ended June 30, 2022, compared to $279.4 ($5.18 per diluted share) for the same
period last year, primarily reflecting the lower earnings in the Gas
Marketing and Gas Utility segments. These variances are discussed in greater
detail below.



Gas Utility



Gas Utility net income decreased by $18.5 from the first nine months of the
prior year. This decrease was driven primarily by the $17.7 reduction at Spire
Missouri. Spire Missouri's results for the current year were negatively impacted
by timing of ISRS filings, $14.4 higher depreciation expense, $7.3 higher
interest expense resulting from higher levels of long-term debt and higher
short-term interest rates, the fact that the prior year included a $9.0 ($6.8
after-tax) benefit from the Missouri Supreme Court ruling that partially
reversed 2018 rate case pension cost disallowances, combined with the current
year being burdened with a $4.1 income tax expense resulting from Spire
Missouri's general rate case GR-2021-0108 that had an effective date on December
2021 ("2021 Missouri rate order"). These negative impacts more than offset the
$23.0 increase in contribution margin resulting from the new rates implemented
late in the first quarter of 2022. Spire Alabama's net income increased by $1.6,
as $12.6 in net favorable RSE adjustments were offset by a $6.0 reduction in
contribution relating to volume/usage and lower off-system sales, $3.8 in higher
depreciation expense, higher property taxes and lower miscellaneous income.



Net economic earnings in the first nine months of fiscal 2022 were $240.6,
a decrease of $7.8 over the corresponding period in the prior year, primarily
the result of the $7.0 decrease at Spire Missouri and a modest $0.8
reduction experienced by the Southeast Utilities. These impacts are described in
further detail below.



Gas Marketing



The Gas Marketing segment reported a net loss of $0.4 for the nine months ended
June 30, 2022, versus net income of $33.5 during the same period last year,
principally reflecting strong second quarter operating results in the prior year
due to Winter Storm Uri. Fiscal 2022 results also reflect less favorable market
conditions and basis differentials despite price volatility, offset by favorable
resolution of certain customer claims. Gas Marketing also experienced $11.3 in
after-tax unfavorable year-over-year derivative fair value mark-to-market
valuations. Net economic earnings for the current-year period were $15.3, a
decrease of $22.6 from the same period last year, as net income variance is
reduced by adding back the unrealized derivative fair value impact.



Other



For the nine months ended June 30, 2022, net economic loss for Other was $8.2,
versus a loss of $6.9 in the prior-year period. Included in those results were
higher interest and corporate costs in the current year.



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Operating Revenues and Expenses and Contribution Margin

Reconciliations of the Company's contribution margin to the most directly comparable GAAP measure are shown in the table below:





                                      Gas Utility       Gas Marketing        Other       Eliminations       Consolidated
Nine Months Ended June 30, 2022
Operating Income (Loss) [GAAP]       $       361.6     $          (0.4 )   $    17.2     $           -     $        378.4
Operation and maintenance expenses           306.5                 9.1          28.0             (11.7 )            331.9
Depreciation and amortization                169.2                 1.0           6.0                 -              176.2
Taxes, other than income taxes               150.3                 0.8           2.2                 -              153.3
Less: Gross receipts tax expense             (96.8 )              (0.3 )           -                 -              (97.1 )
Contribution Margin [Non-GAAP]               890.8                10.2          53.4             (11.7 )            942.7
Natural gas costs                            710.7               160.9             -             (27.1 )            844.5
Gross receipts tax expense                    96.8                 0.3             -                 -               97.1
Operating Revenues                   $     1,698.3     $         171.4     

$ 53.4 $ (38.8 ) $ 1,884.3



Nine Months Ended June 30, 2021
Operating Income [GAAP]              $       366.4     $          43.2     $    13.9     $           -     $        423.5
Operation and maintenance expenses           310.2                13.6          28.9             (10.1 )            342.6
Depreciation and amortization                149.0                 0.9           5.5                 -              155.4
Taxes, other than income taxes               124.0                 0.9           1.7                 -              126.6
Less: Gross receipts tax expense             (81.7 )              (0.1 )           -                 -              (81.8 )
Contribution Margin [Non-GAAP]               867.9                58.5          50.0             (10.1 )            966.3
Natural gas costs                            908.4                14.7           0.1             (26.0 )            897.2
Gross receipts tax expense                    81.7                 0.1             -                 -               81.8
Operating Revenues                   $     1,858.0     $          73.3     $    50.1     $       (36.1 )   $      1,945.3




Consolidated



Spire's operating revenues decreased by $159.7 at the Gas Utility segment, which
more than offset the $98.1 increase in the Gas Marketing segment and the
$3.3 increase in Other. The Gas Utility variance was largely due to the prior
year results including the benefits that resulted from Winter Storm Uri. The Gas
Marketing increase was due to current year lower trading activity (trading
activities are recorded as revenues net of costs) and higher volumes and
pricing, while Other primarily reflects higher revenues at Spire Storage.



Spire's contribution margin decreased $23.6 compared with the same nine-month
period last year, as the $22.9 increase in the Gas Utility segment was more than
offset by the $48.3 reduction at Gas Marketing. The Gas Utility contribution
margin increase was primarily driven by the $18.6 increase from Spire Missouri
and the $6.6 increase at Spire Alabama, offset slightly by a decline at the
utilities of Spire EnergySouth. The decrease in Gas Marketing reflects very
favorable market conditions in the prior year second quarter, combined with
unfavorable fair value mark-to-market adjustments in the current year. Higher
contribution margins in Other are primarily due to Spire Storage improvement
resulting from higher utilization of its storage capacity.



Depreciation and amortization expenses were higher in the Gas Utility segment,
due to ongoing capital investments in both Spire Missouri and Spire Alabama. Gas
Utility O&M expenses were $3.7 lower in the current year. Run-rate O&M expenses
in the current year are lower by $7.0 after removing the prior year impact of
the Missouri Supreme Court ruling that partially reversed 2018 rate case pension
cost disallowances totaling $9.0, and the year-to-date postretirement
Non-service Cost Transfer of $5.7. These fluctuations are described in more
detail below.



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Gas Utility



Operating Revenues - Gas Utility operating revenues for the nine months ended
June 30, 2022, were $1,698.3, or $159.7 lower than the same period last year.
The decrease in Gas Utility operating revenues was attributable to the following
factors:



Spire Missouri - OFO charges                                           $   

(195.8 ) Spire Missouri and Spire Alabama - Off-system sales and capacity release

(94.7 ) Spire Missouri and Spire Alabama - Higher PGA/GSA costs (gas cost recovery)

74.7


Spire Missouri - 2021 rate case outcomes                                    

23.0


Spire Alabama - RSE adjustments, net                                        

13.5


Spire Missouri and Spire Alabama - Higher gross receipts taxes                15.2
All other factors                                                              4.4
Total Variation                                                        $    (159.7 )




The decrease in revenues was driven primarily by the prior year inclusion of
$195.8 of cover charges and OFO penalties to certain wholesale customers at
Spire Missouri, and a $94.7 decrease in off-system sales. These negative impacts
more than offset the benefits of higher current year gas cost recoveries of
$74.7, Spire Missouri's new rates that resulted from the 2021 rate order, Spire
Alabama's favorable RSE adjustments, and higher gross receipts taxes.



Contribution Margin - Gas Utility contribution margin was $890.8 for the nine
months ended June 30, 2022, a $22.9 increase over the same period last year. The
increase was attributable to the following factors:



Spire Missouri - 2021 rate case outcomes                               $    

23.0


Spire Alabama - Rate adjustment under RSE mechanism, net                    

12.6

Spire Missouri and Spire Alabama - Volumetric usage (net of weather mitigation)

                                                                   (8.0 )
Spire Missouri and Spire Alabama - Off-system sales and capacity
release                                                                       (2.8 )
All other factors                                                             (1.9 )
Total Variation                                                        $      22.9




The contribution margin increase resulted primarily from the changes resulting
from the 2021 Missouri rate order and Spire Alabama RSE adjustment impacts more
than offsetting negative volumetric usage and lower off-system sales.



Operating Expenses - Gas Utility O&M expenses were $3.7 lower in the current
year. Run-rate O&M expenses in the current year are lower by $7.0 after removing
the Missouri Supreme Court ruling that partially reversed 2018 rate case pension
cost disallowances totaling $9.0, and the year-to-date postretirement
Non-service Cost Transfer of $5.7. This decrease is primarily due to lower
operations and employee-related costs and lower bad debt expense. Depreciation
and amortization expenses for the nine months ended June 30, 2022, increased
$20.2 from the same period last year, the result of continued levels of capital
investment. Taxes, other than income taxes, increased $26.3, and were driven by
the higher pass-through gross receipts taxes mentioned earlier, combined with
higher property taxes resulting from the continued infrastructure build-out by
the utilities.



Gas Marketing


Operating Revenues - Gas Marketing operating revenues increased $98.1 from the same period last year, primarily due to higher volumes and pricing.





Contribution Margin - Gas Marketing contribution margin during the nine months
ended June 30, 2022, decreased $48.3 from the same period last year, driven
principally by strong second quarter results in the prior year. During that
quarter, particularly the month of February, very favorable weather patterns
drove significantly higher regional basis differentials and volume.



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Interest Charges



Consolidated interest charges during the nine months ended June 30, 2022, were
$7.0 higher than the same period last year. The increase was primarily driven by
higher average short-term interest rates in the current year period, combined
with the impact of net long-term debt issuances and higher levels of short-term
borrowings. For the nine months ended June 30, 2022 and 2021, average short-term
borrowings were $716.4 and $633.1, respectively, and the average interest rates
on these borrowings were 0.6% and 0.4%, respectively.



Other (Expenses) Income



Reported consolidated other expenses/income changed by $13.2, or $7.0 after
removing the Non-service Cost Transfer of $6.2. The $7.0 increase was primarily
attributable to unfavorable fair market value adjustments on investment trusts
for retiree and employee benefit plans.



Income Taxes



Consolidated income tax expense during the nine months ended June 30, 2022
decreased $11.6 versus the prior year. The variance is the result of the lower
pre-tax book income in the current year, partly offset by a $4.1 charge
resulting from Tax Cuts and Jobs Act reconciliations from the 2021 Missouri rate
order that was completed late in the first quarter of this year.



Spire Missouri



                                       Nine Months Ended June 30,
                                          2022               2021
Operating Income [GAAP]              $        208.5       $    214.7
Operation and maintenance expenses            190.1            190.0
Depreciation and amortization                 107.4             93.0
Taxes, other than income taxes                111.0             86.2
Less: Gross receipts tax expense              (70.6 )          (56.1 )
Contribution Margin [Non-GAAP]                546.4            527.8
Natural gas costs                             538.8            754.6
Gross receipts tax expense                     70.6             56.1
Operating Revenues                   $      1,155.8       $  1,338.5
Net Income                           $        135.1       $    152.8




Prior year operating revenues results included benefits derived from Winter
Storm Uri. As a result, current year revenues were $182.7 below the prior year.
Key drivers were a reduction in gas recovery costs totaling $131.3, primarily
the result of $195.8 in cover charges and OFO penalties to certain wholesale
customers in the prior year only being partly offset by higher commodity costs
in the current year. Off-system sales and capacity release in the current-year
quarter were $94.9 lower than the prior year, with the second quarter of 2021
benefiting from historically high off-system sales relating to Winter Storm
Uri. These negative impacts were partly offset by the $23.0 increase resulting
from the rate increases as a result of the 2021 Missouri rate order, $14.5 of
higher gross receipts taxes, and a $7.3 increase resulting from higher
volume/usage.



Contribution margin for the nine months ended June 30, 2022, increased $18.6 from the same period in the prior year, largely the result of the $23.0 increase attributable to the 2021 Missouri rate order outlined above more than offsetting a $2.1 decrease due volumetric impacts (including weather mitigation) and $3.2 lower off-system sales.





Reported O&M expenses increased $0.1 versus the prior year. Run-rate expenses
decreased $5.2 after removing the $3.7 impact of the year-to-date Non-service
Cost Transfer and last year's $9.0 rate case refund ruling by the Missouri
Supreme Court. The decrease was largely due to lower employee-related expenses
and lower bad debt expenses. Depreciation and amortization increased
$14.4 versus the prior-year quarter due to ongoing capital investments. Taxes,
other than income taxes, increased $24.8, driven by the higher pass-through
gross receipts taxes mentioned earlier, higher property taxes resulting from the
continued infrastructure build-out by the utilities.



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Net interest expense for the nine months ended June 30, 2022 increased $7.3 versus the same period in the prior year, the result of net long-term debt issuances and significantly higher short-term interest rates.

Resulting net income for the nine months ended June 30, 2022, decreased $17.7 versus the comparable prior-year period.





Temperatures in Spire Missouri's service areas during the nine months ended June
30, 2022, were 6.1% warmer than the same period last year and 9.2% warmer than
normal. The Spire Missouri total system therms sold and transported were
1,469.3 million for the nine months ended June 30, 2022, compared with 1,537.8
million for the same period last year. Total off-system therms sold and
transported were 17.9 million for the nine months ended June 30, 2022, compared
with 21.3 million for the same period last year.



Spire Alabama



                                        Nine Months Ended June 30,
                                         2022                2021
Operating Income [GAAP]              $       129.0       $       125.0
Operation and maintenance expenses            96.6                98.4
Depreciation and amortization                 50.1                46.3
Taxes, other than income taxes                32.1                30.8
Less: Gross receipts tax expense             (22.5 )             (21.8 )
Contribution Margin [Non-GAAP]               285.3               278.7
Natural gas costs                            138.6               129.0
Gross receipts tax expense                    22.5                21.8
Operating Revenues                   $       446.4       $       429.5
Net Income                           $        85.1       $        83.5




Operating revenues for the nine months ended June 30, 2022, increased $16.9 from
the same period last year. The change was principally driven by $13.5 net
favorable RSE adjustments and by higher gas cost recoveries of $10.2. These
benefits were only partly offset by a $7.7 decrease in volumes (net of weather
mitigation).



Contribution margin increased $6.6, principally as a result of the RSE
adjustments of $12.6 (mentioned above), partly offset by $5.9 lower volume usage
and $0.1 related to lower off-system sales. O&M expenses for the nine months
ended June 30, 2022, decreased $1.8 from the same period last year. Excluding
the impact of the year-to-date postretirement Non-service Cost Transfer of $1.7,
O&M expenses were flat with last year.



Temperatures in Spire Alabama's service area during the nine months ended June
30, 2022, were 6.0% warmer than the same period last year and 11.5% warmer than
normal. Spire Alabama's total system therms sold and transported were
809.6 million for the nine months ended June 30, 2022, compared with 801.5
million for the same period last year. Off-system sales, and related therms sold
totaled 27.2 million, versus 33.1 million in the prior year, which benefited
from Winter Storm Uri.


LIQUIDITY AND CAPITAL RESOURCES





Recent Cash Flows



                                                Nine Months Ended June 30,
Cash Flow Summary                                 2022               2021

Net cash provided by operating activities $ 204.6 $ 220.7 Net cash used in investing activities

              (398.3 )            (461.7 )
Net cash provided by financing activities           212.5               260.8




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For the nine months ended June 30, 2022, net cash from operating activities
decreased $16.1 from the corresponding period of fiscal 2021. Offsetting a
decline in net income of $53.7 (discussed above) were changes due principally to
high recovery of deferred gas costs this year and fluctuations in working
capital items, as discussed below in the Future Cash Requirements section. Those
typical variance drivers have been impacted by Spire Missouri's Operational Flow
Order and Filing Adjustment Factor put into place last year, as discussed in

Note 4 , Regulatory Matters, of the Notes to Financial Statements in Item 1.





For the nine months ended June 30, 2022, net cash used in investing activities
was $63.4 less than for the same period in the prior year, primarily as a result
of a $60.7 decrease in capital expenditures. The drivers of the lower capital
expenditures were a $43.2 spending decline in the Utilities, a $15.4 decline for
Spire Storage, and a slight decline at Spire STL Pipeline.



Lastly, for the nine months ended June 30, 2022, net cash provided by financing
activities was down $48.3 versus net cash provided for the nine months ended
June 30, 2021. Current year long-term debt issuances were $300.0, or $329.1
lower than a year ago; however, net short-term borrowings were $37.2 in fiscal
year 2022, compared with net repayments of short-term debt totaling $187.0 a
year ago. Also, issuances of common stock during the first nine months of fiscal
2022 were $51.3 higher than during the prior-year period as a result of sales
under the "at-the-market" program discussed below.



Future Cash Requirements



The Company's short-term borrowing requirements typically peak during colder
months when the Utilities borrow money to cover the lag between when they
purchase natural gas and when their customers pay for that gas. Changes in the
wholesale cost of natural gas (including cash payments for margin deposits
associated with Spire Missouri's use of natural gas derivative instruments),
variations in the timing of collections of gas cost under the Utilities' PGA
clauses and GSA riders, the seasonality of accounts receivable balances, and the
utilization of storage gas inventories cause short-term cash requirements to
vary during the year and from year to year, and may cause significant variations
in the Company's cash provided by or used in operating activities.



Spire's material cash requirements as of June 30, 2022, are related to capital
expenditures, principal and interest payments on long-term debt, natural gas
purchase obligations, and dividends. Except for Spire Missouri's December 2021
issuance of $300.0 of floating rate bonds due in December 2024, 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, 2021. Total Company capital expenditures are
planned to be $540 for fiscal 2022.



Source of Funds



It is management's view that the Company, Spire Missouri and Spire Alabama have
adequate access to capital markets and will have sufficient capital resources,
both internal and external, to meet anticipated requirements. Their debt is
rated by two rating agencies: Standard & Poor's Corporation ("S&P") and Moody's
Investors Service ("Moody's"). As of June 30, 2022, the debt ratings of the
Company, Spire Missouri and Spire Alabama (shown in the following table) remain
at investment grade with a stable outlook (other than Moody's negative outlook
for Spire Missouri debt).



                                                S&P    Moody's

Spire Inc. senior unsecured long-term debt BBB+ Baa2 Spire Inc. preferred stock

                      BBB      Ba1
Spire Inc. short-term debt                      A-2      P-2

Spire Missouri senior secured long-term debt A A1 Spire Alabama senior unsecured long-term debt A- A2






Cash and Cash Equivalents


Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of June 30, 2022.


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Short-term Debt



The Company's short-term cash requirements can be met through the sale of up to
$1,300.0 of commercial paper or through the use of Spire's $1,300.0 revolving
credit facility. For information about short-term borrowings, see   Note 5  

of

the Notes to Financial Statements in Item 1.





Long-term Debt and Equity



At June 30, 2022, including the current portion but excluding unamortized
discounts and debt issuance costs, Spire had long-term debt totaling $3,258.9,
of which $1,648.0 was issued by Spire Missouri, $575.0 was issued by Spire
Alabama, and $205.9 was issued by other subsidiaries. For information about
long-term debt issued this fiscal year, see   Note 5   of the Notes to Financial
Statements in Item 1.



Effective March 5, 2022, Spire Missouri was authorized by the MoPSC to issue
conventional term loans, first mortgage bonds, unsecured debt, preferred stock
and common stock in an aggregate amount of up to $800.0 for financings placed
any time before December 31, 2024. As of June 30, 2022, the entire amount
remained available under this authorization. Spire Alabama has no standing
authority to issue long-term debt and must petition the APSC for each planned
issuance.



Spire has a shelf registration statement on Form S-3 on file with the U.S.
Securities and Exchange Commission (SEC) for the issuance and sale of up to
250,000 shares of common stock under its Dividend Reinvestment and Direct Stock
Purchase Plan. There were 164,175 and 159,659 shares at June 30, 2022 and July
31, 2022, respectively, remaining available for issuance under this Form S-3.
Spire and Spire Missouri also have a universal shelf registration statement on
Form S-3 on file with the SEC for the issuance of various equity and debt
securities, which expires on May 9, 2025.



On February 6, 2019, Spire entered into an "at-the-market" (ATM) equity
distribution agreement, supplemented as of May 14, 2019, pursuant to which the
Company may offer and sell, from time to time, shares of its common stock
pursuant to Spire's universal shelf registration statement referenced above and
a prospectus supplement dated May 14, 2019. Under this program, a total of
626,249 shares with an aggregate offering price of $47.8 were issued in fiscal
2019 and 2020, and 354,000 shares with an aggregate offering price of $23.5 were
issued in the second quarter of fiscal 2022. On April 28, 2022, Spire's board
approved a new authorization for the sale of additional shares with an aggregate
offering price of up to $200.0 before the May 2025 expiration of the new
universal shelf registration statement on Form S-3 filed in May 2022, under
which a total of 365,625 shares with an aggregate offering price of $27.7 were
issued in the third quarter of fiscal 2022.



Including the current portion of long-term debt, the Company's long-term consolidated capitalization consisted of 47% equity at both June 30, 2022 and September 30, 2021.





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 10
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 4 , Regulatory Matters, of the Notes to Financial Statements in Item 1.





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ACCOUNTING PRONOUNCEMENTS


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

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, 2021, and include regulatory accounting, employee benefits and
postretirement obligations, impairment of long-lived assets, and income taxes.
There were no significant changes to critical accounting estimates during the
nine months ended June 30, 2022.



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, 2021.



MARKET RISK



There were no material changes in the Company's commodity price risk or
counterparty credit risk as of June 30, 2022, relative to the corresponding
information provided in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2021. In the second fiscal quarter of 2020, the Company
entered into multiple ten-year interest rate swaps with fixed interest rates
ranging from 0.934% to 1.2975% for a total notional amount of $75.0 to protect
itself against adverse movements in interest rates on future interest rate
payments. The Company recorded a $6.3 mark-to-market gain in accumulated other
comprehensive income on these swaps for nine months ended June 30, 2022. In the
third quarter of 2021 the Company entered into multiple ten-year interest rate
swaps with fixed interest rates ranging from 2.008% to 2.1075% for a total
notional amount of $150.0 to protect itself against adverse movements in
interest rates on future interest rate payments. The Company recorded an
$11.5 mark-to-market gain to accumulated other comprehensive income on these
swaps for the nine months ended June 30, 2022.



In the fourth quarter of 2021, the Company entered into two swap contracts. Both
contracts are ten-year interest rate swaps; the first swap has a notional amount
of $50.0 with a fixed interest rate of 1.597%, while the second swap has a
notional amount of $50.0 with a fixed interest rate of 1.821%. The Company
recorded a $3.3 mark-to-market gain to accumulated other comprehensive income on
these swaps for the nine months ended June 30, 2022.



In the first quarter of fiscal 2022, the Company entered into a ten-year
interest rate swap contract with a notional amount of $50.0 with a fixed
interest rate of 1.4918%. The Company recorded a $5.4 mark-to-market gain to
accumulated other comprehensive income on this swap for the nine months ended
June 30, 2022.



In the second quarter of fiscal 2022, the Company entered into multiple ten-year
interest rate swap contracts with a cumulative total notional amount of $150.0
with fixed interest rates ranging from 1.64750% to 1.7460%. The Company recorded
an $11.7 mark-to-market gain to accumulated other comprehensive income on these
swaps for the nine months ended June 30, 2022.



As of June 30, 2022, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net asset of $45.1 on open swaps for the current fiscal year.


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