v3.26.3
Acquisition and Divestiture
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition and Divestiture Acquisition and Divestiture
Acquisition

On April 30, 2026, the Company acquired 100% of the equity interests of Spire Marketing LLC (previously known as Spire Marketing Inc.) for $205.7 million in cash. Spire Marketing LLC is engaged in the marketing of natural gas and related services throughout the U.S. Substantially all of its business is derived from the procurement and physical delivery of natural gas to a diverse customer base, including producers, pipelines, power generators, storage operators, and large commercial and industrial customers. The acquisition broadened the Company's marketing capabilities and customer reach. The purchase price was funded with available cash on hand. Concurrent with the closing, the name of the entity acquired was changed to Boardwalk Continuum Marketing, LLC (Continuum). Continuum is included in the Company's Natural Gas reportable segment.

The acquisition was accounted for as a business combination. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition, with amounts exceeding the fair value recorded as goodwill. The fair values of derivative assets and liabilities, representing forward purchases and sales of natural gas, were determined using market approaches based on observable market data inputs and, accordingly, are classified as Level 2 fair value measurements. The fair values of working capital items were determined to be equivalent to the carrying values as they are short-term in nature.
The final fair values of the assets acquired and liabilities assumed as of the April 30, 2026 acquisition date were as follows (in millions):

Trade receivables$75.0 
Derivative assets - current73.5 
Other current assets21.4 
Goodwill126.9 
Other2.2 
Total assets acquired299.0 
Trade payables and other current liabilities86.5 
Other6.8 
Total liabilities assumed93.3 
Net assets acquired$205.7 
Purchase price$205.8 
Less: Cash acquired0.1 
Purchase price, net$205.7 

The goodwill recognized in the acquisition is primarily attributable to intangible assets that do not qualify for separate recognition such as an assembled workforce and existing processes and systems.

For the three and nine months ended September 30, 2026, Continuum contributed $26.4 million and $44.1 million to the Company's operating revenues and incurred a net loss of $18.3 million and $19.9 million. The Company incurred $0.1 million and $3.9 million of costs related to the acquisition for the three and nine months ended September 30, 2026. Acquisition costs were expensed as incurred and are recorded in Administrative and general on the Condensed Consolidated Statements of Income.

The following pro forma results of operations of the Company are presented as if the acquisition occurred on January 1, 2025. Such results are not necessarily indicative of future results. These pro forma results also do not reflect any cost savings, operating synergies or revenue enhancements that the Company may achieve or the costs necessary to achieve those objectives (in millions):
Pro Forma
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Operating revenue$613.6 $568.4 $1,885.7 $1,817.6 
Net income115.4 125.9 525.8 490.0 

The pro forma information reflects the following items:

•actual results for Continuum's operations for the periods indicated; and
•acquisition costs of $4.0 million were included in earnings as of the beginning of the earliest period presented.

Divestiture

As of September 30, 2026, the Company classified $17.0 million of assets related to its Natural Gas Liquids reportable segment as held for sale. Classification as held for sale did not result in the recognition of an impairment loss, and the sale is expected to close in the fourth quarter 2026.