SOUTH JERSEY INDUSTRIES INC - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ______________________


Commission File Number	Exact name of registrant as specified in its charter	State of Incorporation	I.R.S. Employer Identification No.
1-6364	South Jersey Industries, Inc.	New Jersey	22-1901645
000-22211	South Jersey Gas Co	New Jersey	21-0398330

Address of principal executive offices

City

State

Zip Code

Registrant's telephone number, including area code

South Jersey Industries, Inc.

1 South Jersey Plaza

Folsom

New Jersey

08037

(609)

561-9000

South Jersey Gas Co

1 South Jersey Plaza

Folsom

New Jersey

08037

(609)

561-9000

Securities registered pursuant to Section 12(b) of the Act:

South Jersey Industries, Inc.


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock - $1.25 par value per share	SJI	New York Stock Exchange
5.625% Junior Subordinated Notes due 2079	SJIJ	New York Stock Exchange

Corporate Units	SJIV	New York Stock Exchange

South Jersey Gas Co


Title of each class	Trading Symbol(s)	Name of exchange on which registered
None	N/A	N/A

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that such registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 such registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

South Jersey Industries, Inc.:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

South Jersey Gas Co:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if either 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 ☐

Indicate by check mark whether either registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

South Jersey Industries, Inc. (SJI) common stock ($1.25 par value) outstanding as of November 1, 2022 was 122,464,793 shares. South Jersey Gas Company common stock ($2.50 par value) outstanding as of November 1, 2022 was 2,339,139 shares. All of South Jersey Gas Company's outstanding shares of common stock are held by SJI Utilities, Inc., which is a wholly-owned subsidiary of SJI.

South Jersey Gas Company is an indirect wholly-owned subsidiary of SJI and meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q. As such, South Jersey Gas Company files its Quarterly Report on Form 10-Q with the reduced disclosure format authorized by General Instruction H.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	Page No.
Glossary of Terms and Abbreviations		4
Item 1.	South Jersey Industries, Inc.
	Condensed Consolidated Statements of (Loss)/Income	8
	Condensed Consolidated Statements of Comprehensive (Loss)/Income	9
	Condensed Consolidated Statements of Cash Flows	10
	Condensed Consolidated Balance Sheets	11
	Condensed Consolidated Statements of Changes in Equity	13

	South Jersey Gas Company
	Condensed Statements of (Loss)/Income	15
	Condensed Statements of Comprehensive (Loss)/Income	16
	Condensed Statements of Cash Flows	17
	Condensed Balance Sheets	18
	Condensed Statements of Changes in Equity	20

	Notes to Unaudited Condensed Consolidated Financial Statements	21
	South Jersey Industries, Inc. and South Jersey Gas Company - Combined
	Note 1. Summary of Significant Accounting Policies	21
	Note 2. Stock-Based Compensation Plan	26
	Note 3. Affiliations, Discontinued Operations and Related-Party Transactions	28
	Note 4. Common Stock	30
	Note 5. Financial Instruments	32
	Note 6. Segments of Business	34
	Note 7. Rates and Regulatory Actions	37
	Note 8. Regulatory Assets & Regulatory Liabilities	39
	Note 9. Pension and Other Postretirement Benefits	42
	Note 10. Lines of Credit & Short-Term Borrowings	43
	Note 11. Commitments and Contingencies	44
	Note 12. Derivative Instruments	46
	Note 13. Fair Value of Financial Assets and Financial Liabilities	49
	Note 14. Long-Term Debt	53
	Note 15. Revenue	55
	Note 16. Acquisitions & Business Combinations	58
	Note 17. Goodwill and Identifiable Intangible Assets	58
	Note 18. Subsequent Events	59
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
	South Jersey Industries, Inc.	63
	South Jersey Gas Company	78
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	80
Item 4.	Controls and Procedures	83
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	85
Item 1A.	Risk Factors	85
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3.	Defaults Upon Senior Securities	89
Item 4.	Mine Safety Disclosures	89
Item 5.	Other Information	89
Item 6.	Exhibits	86
Signatures

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GLOSSARY OF TERMS AND ABBREVIATIONS



ACB			ACB Energy Partners, LLC
ACLE			AC Landfill Energy, LLC
ADIT			Accumulated Deferred Income Taxes
AEP			Applied Energy Partners, LLC
AFUDC			Allowance for Funds During Construction
AIRP			Accelerated Infrastructure Replacement Program
AMA			Asset Management Agreement
Annadale			Annadale Community Clean Energy Projects LLC
AOCL			Accumulated Other Comprehensive Loss

ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
ATM			At-The-Market

BCLE			BC Landfill Energy, LLC
BGSS			Basic Gas Supply Service

BPU			New Jersey Board of Public Utilities

Bronx Midco			Bronx Midco, LLC
CARES Act			Coronavirus Aid, Relief and Economic Security Act of 2020
Catamaran			Catamaran Renewables, LLC
CBA			Collective Bargaining Agreement
CEGR			Compounded Earnings Annual Growth Rate
CEP			Clean Energy Program (ETG)
CHP			Combined Heat and Power
CIP			Conservation Incentive Program
CLEP			Clean Energy Program (SJG)
CODM			Chief Operating Decision Maker
COVID-19			A highly contagious respiratory disease caused by the SARS-CoV-2 virus





DRP			Dividend Reinvestment Plan
dt			Decatherm
dts/d			Decatherms per day
EDIT			Excess Deferred Income Taxes
EEP			Energy Efficiency Program
EET			Energy Efficiency Tracker
EGR			Earnings Growth Rate
ELK			Elkton Gas Company
EMI			Energy & Minerals, Inc.
EMP			Energy Master Plan
EnerConnex			EnerConnex, LLC
Energenic			Energenic US, LLC
EnergyMark			EnergyMark, LLC
EPS			Earnings Per Share
ERISA			Employee Retirement Income Security Act of 1974
ETG			Elizabethtown Gas Company
ETG Acquisition			The Company's acquisition of the assets of Elizabethtown Gas Company, effective July 1, 2018, from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas

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FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission

GAAP			Generally Accepted Accounting Principles for financial reporting in the United States

IAM			International Association of Machinists and Aerospace Workers
IBEW			International Brotherhood of Electrical Workers
IIF			Infrastructure Investment Fund
IIP			Infrastructure Investment Programs
IRA			Inflation Reduction Act
ITC			Investment Tax Credit
LIBOR			London Interbank Offer Rate
LL			Lifeline Credit and Tenants Assistance Program
LMP			Locational Marginal Price

Marina			Marina Energy, LLC




Merger; Merger Agreement			Agreement and plan of merger signed by SJI with NJ Boardwalk Holdings LLC and Boardwalk Merger Sub, Inc.
Midstream			SJI Midstream, LLC
Millennium			Millennium Account Services, LLC
MPSC			Maryland Public Service Commission
MMdts			One million decatherms
MMmWh			One million megawatt hours
Morie			The Morie Company, Inc.
MTF			Marina Thermal Facility

MTN			Medium Term Notes

MW			Megawatt
MWh			Megawatt-hours



NCI			Noncontrolling Interests
NOL			Net Operating Loss
Non-GAAP			The financial measures that are not prepared in accordance with U.S. GAAP
NPA			Note Purchase Agreement


NJEDA			New Jersey Economic Development Authority

NYMEX			New York Mercantile Exchange

OSMC			On-System Margin Sharing Credit
OSS			Off-System Sales
PennEast			PennEast Pipeline, LLC
Potato Creek			Potato Creek, LLC
RAC			Remediation Adjustment Clause
Red River			Red River RNG, LLC
REV			REV LNG, LLC
RNG			Renewable Natural Gas
ROE			Return on Equity
ROU			Right of Use
SBC			Societal Benefits Clause

SCLE			SC Landfill Energy, LLC
SEC			Securities and Exchange Commission
SERP			Supplemental Executive Retirement Plan
SHARP			Storm Hardening and Reliability Program
SJE			South Jersey Energy Company

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SJEI			SJI Energy Investments, LLC
SJES			South Jersey Energy Solutions, LLC
SJESP			South Jersey Energy Service Plus, LLC
SJEX			South Jersey Exploration, LLC
SJF			South Jersey Fuel, Inc.
SJG			South Jersey Gas Co or South Jersey Gas Company
SJI			South Jersey Industries, Inc., or the Company
SJIU			SJI Utilities, Inc.
SJRG			South Jersey Resources Group, LLC
SRECs			Solar Renewable Energy Credits
SXLE			SX Landfill Energy, LLC
Tax Reform			Tax Cuts and Jobs Act which was enacted into law on December 22, 2017


TIC			Transportation Initiation Clause

TSA			Transition Services Agreement
TSR			Total Shareholder Return

Utilities			Represents SJI's two utility businesses: SJG, and ETG
USF			Statewide Universal Service Fund
UTUA			Uniform Transitional Utility Assessment
UWUA			United Workers Union of America
VSIP			Voluntary Separation Incentive Program

WNC			Weather Normalization Clause

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INTRODUCTION

FILING FORMAT

This Quarterly Report on Form 10-Q is a combined report being filed separately by two registrants: South Jersey Industries, Inc. (SJI) and South Jersey Gas Company (SJG). Information relating to SJI or any of its subsidiaries, other than SJG, is filed by SJI on its own behalf. SJG is only responsible for information about itself.

Except where the content clearly indicates otherwise, any reference in the report to "SJI," "the Company," "we," "us" or "our" is to the holding company or SJI and all of its subsidiaries, including SJG, which is a wholly-owned subsidiary of SJI Utilities, Inc. (which is wholly-owned by SJI).

Part 1 - Financial information in this Quarterly Report on Form 10-Q includes separate financial statements (i.e., balance sheets, statements of income, statements of comprehensive income, statements of equity and statements of cash flows) for each of SJI and SJG. The Notes to Unaudited Condensed Consolidated Financial Statements are presented on a combined basis for both SJI and SJG. Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) included under Item 2 is divided into two major sections: SJI and SJG.

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Item 1. Condensed Consolidated Financial Statements

SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS)/INCOME (UNAUDITED)

(In Thousands, Except for Per Share Data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating Revenues:
Utility	$	147,261	$	106,123	$	818,591	$	653,009
Nonutility	461,257		259,508		1,125,936		698,750
Total Operating Revenues	608,518		365,631		1,944,527		1,351,759
Operating Expenses:
Cost of Sales - (Excluding depreciation and amortization)
- Utility	62,598		24,128		330,235		183,927
- Nonutility	430,214		264,237		1,092,215		677,507
Operations and Maintenance	63,968		61,198		205,737		194,182
Depreciation	36,927		33,081		105,065		97,924
Impairment Charges	7,217		—		9,114		—
Energy and Other Taxes	3,411		(8,040)		11,524		(1,245)
Total Operating Expenses	604,335		374,604		1,753,890		1,152,295
Operating Income (Loss)	4,183		(8,973)		190,637		199,464

Other Income and Expense	7,801		2,225		13,295		7,885
Interest Charges	(38,478)		(31,468)		(101,618)		(94,112)
(Loss) Income Before Income Taxes	(26,494)		(38,216)		102,314		113,237
Income Taxes	(9,989)		11,727		(28,588)		(25,340)
Equity in (Loss) Earnings of Affiliated Companies	(1,288)		659		(761)		(81,589)
(Loss) Income from Continuing Operations	(37,771)		(25,830)		72,965		6,308
Loss from Discontinued Operations - (Net of tax benefit)	(93)		(127)		(315)		(278)
Net (Loss) Income	(37,864)		(25,957)		72,650		6,030
Less: Income Attributable to Noncontrolling Interests	143		173		354		390
Net (Loss) Income Attributable to South Jersey Industries, Inc.	$	(38,007)	$	(26,130)	$	72,296	$	5,640
Basic Earnings Per Common Share:
Continuing Operations	$	(0.31)	$	(0.23)	$	0.60	$	0.06
Discontinued Operations	—		—		—		—
Net (Loss) Income	(0.31)		(0.23)		0.60		0.06
Less: Income Attributable to Noncontrolling Interests	—		—		—		—
Net (Loss) Income Attributable to South Jersey Industries, Inc.	$	(0.31)	$	(0.23)	$	0.60	$	0.06
Average Shares of Common Stock Outstanding - Basic	122,465		112,448		121,040		108,108
Diluted Earnings Per Common Share:
Continuing Operations	$	(0.31)	$	(0.23)	$	0.59	$	0.06
Discontinued Operations	—		—		—		—
Net (Loss) Income	(0.31)		(0.23)		0.59		0.06
Less: Income Attributable to Noncontrolling Interests	—		—		—		—
Net (Loss) Income Attributable to South Jersey Industries, Inc.	$	(0.31)	$	(0.23)	$	0.59	$	0.06
Average Shares of Common Stock Outstanding - Diluted	122,465		112,448		123,888		109,589

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME (UNAUDITED)

(In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net (Loss) Income	$	(37,864)	$	(25,957)	$	72,650	$	6,030

Other Comprehensive Income, Net of Tax:

Reclassification of Unrealized Gain on Derivatives - Other to Net Income, net of tax of $(3), $(3), $(10) and $(10) respectively	8		9		25		25

Other Comprehensive Income - Net of Tax	8		9		25		25

Comprehensive (Loss) Income	(37,856)		(25,948)		72,675		6,055
Less: Comprehensive Income Attributable to Noncontrolling Interests	143		173		354		390
Comprehensive (Loss) Income Attributable to South Jersey Industries, Inc.	$	(37,999)	$	(26,121)	$	72,321	$	5,665

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Thousands)


	Nine Months Ended September 30,
	2022		2021






























Net Cash Provided by Operating Activities	$	374,907	$	273,927

Cash Flows from Investing Activities:
Capital Expenditures	(462,969)		(373,516)
Investment in Contract Receivables	(17,828)		(16,429)
Proceeds from Contract Receivables	10,115		10,494
Investment in Affiliates	(76,495)		(13,155)
Return of Investment in Affiliates	12,138		—
Advances to Affiliates	(30,449)		(26,615)

Divestiture Working Capital Settlement	—		(267)
Investment in Subsidiary, Net of Cash Acquired	(21,034)		(14,683)


Net Cash Used in Investing Activities	(586,522)		(434,171)

Cash Flows from Financing Activities:
Net Repayments of Short-Term Credit Facilities	(130,800)		(453,900)
Proceeds from Issuance of Long-Term Debt	400,000		460,000
Principal Repayments of Long-Term Debt	(58,175)		(110,000)
Payments for Issuance of Long-Term Debt	(2,306)		(16,304)
Dividends on Common Stock	(74,362)		(64,460)
Proceeds from Sale of Common Stock	100,380		329,772
Payments for the Issuance of Common Stock	—		(2,318)
Capital Distributions to Noncontrolling Interests in Subsidiaries	(392)		—
Capital Contributions of Noncontrolling Interests in Subsidiaries	1,368		1,072

Net Cash Provided by Financing Activities	235,713		143,862

Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	24,098		(16,382)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	29,440		41,831

Cash, Cash Equivalents and Restricted Cash at End of Period	$	53,538	$	25,449

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Thousands)


	September 30, 2022		December 31, 2021
Assets
Property, Plant and Equipment:
Utility Plant, at original cost	$	5,995,962	$	5,682,805
Accumulated Depreciation	(1,024,072)		(975,619)
Nonutility Property and Equipment, at cost	367,361		240,503
Accumulated Depreciation	(40,955)		(35,367)

Property, Plant and Equipment - Net	5,298,296		4,912,322

Investments:
Available-for-Sale Securities	37		37
Restricted	775		686
Investment in Affiliates	105,525		38,509

Total Investments	106,337		39,232

Current Assets:
Cash and Cash Equivalents	52,763		28,754
Accounts Receivable	352,437		343,835
Unbilled Revenues	22,021		87,357
Provision for Uncollectibles	(44,407)		(41,763)
Notes Receivable - Affiliates	5,586		5,695
Natural Gas in Storage, average cost	119,331		59,744
Materials and Supplies, average cost	1,571		1,053
Prepaid Taxes	37,479		33,977
Derivatives - Energy Related Assets	187,126		95,041

Other Prepayments and Current Assets	30,498		25,269

Total Current Assets	764,405		638,962

Regulatory and Other Noncurrent Assets:
Regulatory Assets	646,349		672,416
Derivatives - Energy Related Assets	52,461		22,488
Notes Receivable - Affiliates	93,818		64,254
Contract Receivables	52,391		45,339
Goodwill	706,960		706,960
Other	196,931		206,699

Total Regulatory and Other Noncurrent Assets	1,748,910		1,718,156

Total Assets	7,917,948		$	7,308,672

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Thousands)


	September 30, 2022		December 31, 2021
Capitalization and Liabilities
Equity:
Common Stock	$	153,081	$	146,675
Premium on Common Stock	1,655,694		1,559,060
Treasury Stock (at par)	(319)		(287)
Accumulated Other Comprehensive Loss	(26,704)		(26,729)
Retained Earnings	270,403		310,433
Total South Jersey Industries, Inc. Equity	2,052,155		1,989,152
Noncontrolling Interests	11,619		10,289
Total Equity	2,063,774		1,999,441

Long-Term Debt	3,566,763		3,189,009

Total Capitalization	5,630,537		5,188,450

Current Liabilities:
Notes Payable	203,200		334,000
Current Portion of Long-Term Debt	31,075		66,076
Accounts Payable	483,060		330,164
Customer Deposits and Credit Balances	50,932		40,355
Environmental Remediation Costs	41,583		40,905
Taxes Accrued	2,276		4,937
Derivatives - Energy Related Liabilities	159,805		60,002
Deferred Contract Revenues	526		753
Derivatives - Other Current	215		568
Dividends Payable	37,964		—
Interest Accrued	37,160		23,611
Other Current Liabilities	38,762		54,311

Total Current Liabilities	1,086,558		955,682

Deferred Credits and Other Noncurrent Liabilities:
Deferred Income Taxes - Net	215,620		198,901
Environmental Remediation Costs	122,329		125,176
Asset Retirement Obligations	231,595		229,030
Derivatives - Energy Related Liabilities	39,359		16,079
Derivatives - Other Noncurrent	2,646		7,432
Regulatory Liabilities	408,599		398,951
Other	180,705		188,971

Total Deferred Credits and Other Noncurrent Liabilities	1,200,853		1,164,540

Commitments and Contingencies (Note 11)

Total Capitalization and Liabilities	$	7,917,948	$	7,308,672

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(In Thousands, Except for Per Share Data)


	Common Stock		Premium on Common Stock		Treasury Stock		AOCL		Retained Earnings		Total South Jersey Industries, Inc. Equity		NCI		Total Equity

Balance at January 1, 2022	$	146,675	$	1,559,060	$	(287)	$	(26,729)	$	310,433	$	1,989,152	$	10,289	$	1,999,441
Net Income	—		—		—		—		129,209		129,209		135		129,344
Other Comprehensive Income, Net of Tax	—		—		—		9		—		9		—		9
Common Stock Issued or Granted Through Equity Offering or Stock Plans	6,334		94,253		32		—		—		100,619		—		100,619
Cash Dividends Declared - Common Stock ($0.310 per share)	—		—		—		—		(36,398)		(36,398)		—		(36,398)
Capital Distributions to Noncontrolling Interests in Subsidiaries	—		—		—		—		—		—		(130)		(130)
Capital Contributions of Noncontrolling Interests in Subsidiaries	—		—		—		—		—		—		43		43
Balance at March 31, 2022	$	153,009	$	1,653,313	$	(255)	$	(26,720)	$	403,244	$	2,182,591	$	10,337	$	2,192,928
Net (Loss)/Income	—		—		—		—		(18,906)		(18,906)		76		(18,830)
Other Comprehensive Income, Net of Tax	—		—		—		8		—		8		—		8
Common Stock Issued or Granted Through Stock Plans	72		1,190		(61)		—		—		1,201		—		1,201

Cash Dividends Declared - Common Stock ($0.310 per share)	—		—		—		—		(37,964)		(37,964)		—		(37,964)

Balance at June 30, 2022	$	153,081	$	1,654,503	$	(316)	$	(26,712)	$	346,374	$	2,126,930	$	10,413	$	2,137,343
Net (Loss)/Income	—		—		—		—		(38,007)		(38,007)		143		(37,864)
Other Comprehensive Income, Net of Tax	—		—		—		8		—		8		—		8
Common Stock Issued or Granted Through Stock Plans	—		1,191		(3)		—		—		1,188		—		1,188
Cash Dividends Declared - Common Stock ( $0.310 per share)	—		—		—		—		(37,964)		(37,964)		—		(37,964)
Capital Distributions to Noncontrolling Interests in Subsidiaries	—		—		—		—		—		—		(262)		(262)
Capital Contributions of Noncontrolling Interests in Subsidiaries	—		—		—		—		—		—		1,325		1,325
Balance at September 30, 2022	$	153,081	$	1,655,694	$	(319)	$	(26,704)	$	270,403	$	2,052,155	$	11,619	$	2,063,774

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	Common Stock		Premium on Common Stock		Treasury Stock		AOCL		Retained Earnings		Total South Jersey Industries, Inc. Equity		NCI		Total Equity

Balance at January 1, 2021	$	125,740	$	1,218,000	$	(321)	$	(38,216)	$	355,678	$	1,660,881	$	5,995	$	1,666,876
Net Income	—		—		—		—		128,598		128,598		129		128,727
Other Comprehensive Income, Net of Tax	—		—		—		8		—		8		—		8
Common Stock Issued or Granted Through Equity Offering or Stock Plans	2,475		37,771		57		—		—		40,303		—		40,303
Contract Liability Adjustment (see Note 4)	—		(62,219)		—		—		—		(62,219)		—		(62,219)
Cash Dividends Declared - Common Stock ($0.303 per share)	—		—		—		—		(30,453)		(30,453)		—		(30,453)
Balance at March 31, 2021	$	128,215	$	1,193,552	$	(264)	$	(38,208)	$	453,823	$	1,737,118	$	6,124	$	1,743,242

Net (Loss)/Income	—		—		—		—		(96,828)		(96,828)		88		(96,740)
Other Comprehensive Income, Net of Tax	—		—		—		8		—		8		—		8
Common Stock Issued or Granted Through Equity Offering or Stock Plans	12,342		276,029		(4)		—		—		288,367		—		288,367
Contract Liability Adjustment	—		(7,259)		—		—		—		(7,259)		—		(7,259)
Cash Dividends Declared - Common Stock ($0.303 per share)	—		—		—		—		(34,007)		(34,007)		—		(34,007)
Capital Contributions of Noncontrolling Interest in Subsidiary	—		—		—		—		—		—		1,213		1,213
Balance at June 30, 2021	$	140,557	$	1,462,322	$	(268)	$	(38,200)	$	322,988	$	1,887,399	$	7,425	$	1,894,824

Net (Loss)/Income	—		—		—		—		(26,130)		(26,130)		173		(25,957)
Other Comprehensive Income, Net of Tax	—		—		—		9		—		9		—		9
Common Stock Issued or Granted Through Equity Offering or Stock Plans	4		1,333		(12)		—		—		1,325		—		1,325
Cash Dividends Declared - Common Stock ( $0.303 per share)	—		—		—		—		(34,016)		(34,016)		—		(34,016)
Capital Contributions of Noncontrolling Interest in Subsidiary	—		—		—		—		—		—		(141)		(141)
Balance at September 30, 2021	140,561		1,463,655		(280)		(38,191)		262,842		1,828,587		7,457		1,836,044

The accompanying notes are an integral part of the condensed consolidated financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED STATEMENTS OF (LOSS)/INCOME (UNAUDITED)

(In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2022		2021		2022		2021
Operating Revenues	$	112,720	$	69,958	$	557,585	$	412,572

Operating Expenses:
Cost of Sales (Excluding depreciation and amortization)	59,905		16,630		236,872		109,878
Operations and Maintenance	32,606		33,922		113,919		105,729
Depreciation	21,505		20,222		62,302		59,787
Impairment Charges	—		—		1,897		—
Energy and Other Taxes	1,445		1,145		4,808		3,828

Total Operating Expenses	115,461		71,919		419,798		279,222

Operating (Loss) Income	(2,741)		(1,961)		137,787		133,350

Other Income and Expense	1,030		1,245		3,550		4,346

Interest Charges	(9,039)		(9,444)		(28,196)		(28,782)

(Loss) Income Before Income Taxes	(10,750)		(10,160)		113,141		108,914

Income Taxes	2,693		2,460		(27,715)		(26,683)

Net (Loss) Income	$	(8,057)	$	(7,700)	$	85,426	$	82,231

The accompanying notes are an integral part of the condensed financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME (UNAUDITED)

(In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2022		2021		2022		2021
Net (Loss) Income	$	(8,057)	$	(7,700)	$	85,426	$	82,231

Other Comprehensive Income - Net of Tax:

Reclassification of Unrealized Gain on Derivatives - Other to Net Income, net of tax of $(3), $(3), $(10) and $(10), respectively	8		9		25		25

Other Comprehensive Income - Net of Tax	8		9		25		25

Comprehensive (Loss) Income	$	(8,049)	$	(7,691)	$	85,451	$	82,256

The accompanying notes are an integral part of the condensed financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Thousands)


	Nine Months Ended September 30,

	2022		2021






















Net Cash Provided by Operating Activities	$	211,430	$	177,812

Cash Flows from Investing Activities:
Capital Expenditures	(170,862)		(188,869)
Investment in Contract Receivables	(16,880)		(16,429)
Proceeds from Contract Receivables	10,097		10,494

Net Cash Used in Investing Activities	(177,645)		(194,804)

Cash Flows from Financing Activities:
Net (Repayments of) Borrowings from Short-Term Credit Facilities	(12,600)		33,500

Principal Repayments of Long-Term Debt	(23,175)		(20,000)
Payments for Issuance of Long-Term Debt	—		(912)


Net Cash (Used in) Provided by Financing Activities	(35,775)		12,588

Net Decrease in Cash, Cash Equivalents and Restricted Cash	(1,990)		(4,404)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	4,046		6,424

Cash, Cash Equivalents and Restricted Cash at End of Period	$	2,056	$	2,020

The accompanying notes are an integral part of the condensed financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)

(In Thousands)


	September 30, 2022		December 31, 2021
Assets
Property, Plant and Equipment:
Utility Plant, at original cost	$	3,760,335	$	3,613,360
Accumulated Depreciation	(686,212)		(656,829)

Property, Plant and Equipment - Net	3,074,123		2,956,531

Investments:
Restricted Investments	725		686

Total Investments	725		686

Current Assets:
Cash and Cash Equivalents	1,331		3,360
Accounts Receivable	99,727		125,848
Accounts Receivable - Related Parties	1,554		7,591
Unbilled Revenues	11,258		43,236
Provision for Uncollectibles	(28,965)		(25,166)
Natural Gas in Storage, average cost	54,477		23,143
Materials and Supplies, average cost	1,129		606
Prepaid Taxes	24,714		17,252
Derivatives - Energy Related Assets	33,317		9,396
Other Prepayments and Current Assets	14,724		13,413

Total Current Assets	213,266		218,679

Regulatory and Other Noncurrent Assets:
Regulatory Assets	453,268		482,745
Contract Receivables	51,502		45,247
Derivatives - Energy Related Assets	652		507
Other	63,957		63,502

Total Regulatory and Other Noncurrent Assets	569,379		592,001

Total Assets	$	3,857,493	$	3,767,897

The accompanying notes are an integral part of the condensed financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)

(In Thousands)


	September 30, 2022		December 31, 2021
Capitalization and Liabilities
Equity:
Common Stock	$	5,848	$	5,848
Other Paid-In Capital and Premium on Common Stock	505,244		505,244
Accumulated Other Comprehensive Loss	(22,951)		(22,976)
Retained Earnings	1,077,304		991,878

Total Equity	1,565,445		1,479,994

Long-Term Debt	988,061		1,010,727

Total Capitalization	2,553,506		2,490,721

Current Liabilities:
Notes Payable	95,400		108,000
Current Portion of Long-Term Debt	31,084		31,084
Accounts Payable	75,597		65,008
Accounts Payable - Related Parties	10,162		12,901
Derivatives - Energy Related Liabilities	9,547		2,520
Derivatives - Other Current	215		568
Customer Deposits and Credit Balances	32,462		25,232
Environmental Remediation Costs	25,754		27,575
Taxes Accrued	2,277		3,615
Interest Accrued	12,140		11,604
Other Current Liabilities	10,360		11,365

Total Current Liabilities	304,998		299,472

Regulatory and Other Noncurrent Liabilities:
Regulatory Liabilities	210,326		222,411
Deferred Income Taxes - Net	474,522		443,402
Environmental Remediation Costs	62,174		64,389
Asset Retirement Obligations	106,475		103,371
Derivatives - Energy Related Liabilities	425		324
Derivatives - Other Noncurrent	2,646		7,432
Other	142,421		136,375

Total Regulatory and Other Noncurrent Liabilities	998,989		977,704

Commitments and Contingencies (Note 11)

Total Capitalization and Liabilities	$	3,857,493	$	3,767,897

The accompanying notes are an integral part of the condensed financial statements.

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SOUTH JERSEY GAS COMPANY

CONDENSED STATEMENTS OF CHANGES IN COMMON EQUITY (UNAUDITED)

(In Thousands)


	Common Stock		Other Paid-In Capital and Premium on Common Stock		AOCL		Retained Earnings		Total
Balance at January 1, 2022	$	5,848	$	505,244	$	(22,976)	$	991,878	$	1,479,994
Net Income			—		—		88,642		88,642
Other Comprehensive Income, Net of Tax	—		—		9		—		9
Balance at March 31, 2022	$	5,848	$	505,244	$	(22,967)	$	1,080,520	$	1,568,645

Net Income	—		—		—		4,841		4,841
Other Comprehensive Income, Net of Tax	—		—		8		—		8

Balance at June 30, 2022	$	5,848	$	505,244	$	(22,959)	$	1,085,361	$	1,573,494

Net Loss	—		—		—		(8,057)		(8,057)
Other Comprehensive Income, Net of Tax	—		—		8		—		8

Balance at September 30, 2022	$	5,848	$	505,244	$	(22,951)	$	1,077,304	$	1,565,445



	Common Stock		Other Paid-In Capital and Premium on Common Stock		AOCL		Retained Earnings		Total
Balance at January 1, 2021	$	5,848	$	465,244	$	(31,606)	$	864,240	$	1,303,726
Net Income	—		—		—		83,618		83,618
Other Comprehensive Income, Net of Tax	—		—		8		—		8
Balance at March 31, 2021	$	5,848	$	465,244	$	(31,598)	$	947,858	$	1,387,352
Net Income	—		—		—		6,313		6,313
Other Comprehensive Income, Net of Tax	—		—		8		—		8

Balance at June 30, 2021	$	5,848	$	465,244	$	(31,590)	$	954,171	$	1,393,673
Net Loss	—		—		—		(7,700)		(7,700)
Other Comprehensive Income, Net of Tax	—		—		9		—		9

Balance at September 30, 2021	$	5,848	$	465,244	$	(31,581)	$	946,471	$	1,385,982

The accompanying notes are an integral part of the condensed financial statements.

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Notes to Condensed Consolidated Financial Statements

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

GENERAL - SJI provides a variety of energy-related products and services primarily through the following wholly-owned subsidiaries:

▪SJIU is a holding company that owns SJG and ETG.

•SJG is a regulated natural gas utility which distributes natural gas in the seven southernmost counties of New Jersey.

•ETG is a regulated natural gas utility which distributes natural gas in seven counties in northern and central New Jersey.

▪SJE has an ownership interest in EnergyMark (see Note 3). Beginning in the second quarter 2022, SJE no longer acquires or markets electricity to retail end users.

▪SJRG markets natural gas storage, commodity and transportation assets along with fuel management services on a wholesale basis in the mid-Atlantic, Appalachian and southern states.

▪SJEX owns oil, gas and mineral rights in the Marcellus Shale region of Pennsylvania.

▪Marina develops and operates on-site energy-related projects. Marina includes the Catamaran joint venture that develops, owns and operates renewable energy projects, and supports SJI's commitment to clean energy initiatives. Catamaran owns Annadale and Bronx Midco, operators of fuel cell projects in New York, in which Marina, through Catamaran, owns 93% and 92%, respectively. Catamaran also owns a solar generation site in Massachusetts, in which Marina, through Catamaran, owns 90%. The remaining ownership percentages are recorded as NCIs in the condensed consolidated financial statements. The principal wholly-owned subsidiaries of Marina are:

•Solar energy projects in New Jersey.

•ACLE, BCLE, SCLE and SXLE own landfill gas-to-energy production facilities in Atlantic, Burlington, Salem and Sussex Counties, respectively, in New Jersey. ACLE ceased operations on September 30, 2021, while BCLE, SCLE and SXLE ceased operations on June 1, 2020.

▪SJESP receives commissions on appliance service contracts from a third party.

▪Midstream invests in infrastructure and other midstream projects, including the PennEast project for which development ceased in September 2021. See Note 3.

▪SJEI provides energy procurement and cost reduction services. The significant wholly-owned subsidiaries of SJEI include:

•AEP, an aggregator, broker and consultant in the retail energy markets that matches end users with suppliers for the procurement of natural gas and electricity.

•EnerConnex, an aggregator, broker and consultant in the retail and wholesale energy markets that matches end users with suppliers for the procurement of natural gas and electricity.

•SJI Renewable Energy Ventures, LLC, which holds our equity interest in REV.

•SJI RNG Devco, LLC, which includes our renewable natural gas development rights and costs incurred in order to develop certain dairy farms, along with the Red River joint venture which was formed on March 22, 2022 (see Note 16).

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MERGER AGREEMENT - On February 23, 2022, SJI announced that it had signed a Merger Agreement with NJ Boardwalk Holdings LLC, a Delaware limited liability company (“Parent”) and Boardwalk Merger Sub, Inc., a New Jersey corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Each of Parent and Merger Sub are affiliates of Infrastructure Investments Fund. Following completion of the transaction, SJI intends to delist its shares from the New York Stock Exchange.

At the effective time of the Merger (the “Effective Time”), each share of SJI’s common stock issued and outstanding immediately before the Effective Time will be converted into the right to receive $36.00 in cash, without interest.

The closing of the Merger is subject to customary conditions, including the receipt of regulatory approvals by the BPU.

The Merger Agreement places limitations on SJI’s ability to engage in certain types of transactions without Parent’s consent between the signing of the Merger Agreement and the Effective Time, including limitations on SJI’s ability to issue dividends other than consistent with its past practices, acquire other businesses, issue equity of SJI (except in the ordinary course pursuant to equity compensation plans) and, subject to certain exceptions, incur certain indebtedness for borrowed money.

The Merger Agreement contains certain termination rights, including the right of SJI or Parent to terminate if the Merger is not consummated within 12 months after signing, subject to certain extensions and exceptions. Under the terms of the Merger Agreement, the Company may be required to pay Parent a termination fee of $140.0 million if the Merger Agreement is terminated under certain specified circumstances. The Merger Agreement additionally provides that Parent pay the Company a termination fee of $255.0 million under certain specified circumstances.

In connection with the Merger Agreement and the transactions contemplated thereby, eight complaints were filed as individual actions in United States District Court. The plaintiffs have subsequently dismissed these claims without prejudice. See Note 11.

On April 11, 2022, the Company filed a definitive proxy statement with the SEC in connection with the Merger. On May 3, 2022, the Company filed additional proxy soliciting materials related to the Merger. On May 10, 2022, SJI’s shareholders voted in favor of the adoption of the Merger Agreement and the Merger at the Company's annual meeting of shareholders.

On April 25, 2022, the Company filed a joint petition, together with Parent and Merger Sub, to the BPU seeking approval of an indirect change of control of ETG and SJG, to be effectuated by the Merger Agreement. This matter is pending BPU approval.

On April 25, 2022, certain subsidiaries of the Company and NJ Boardwalk Holdings, LLC, an affiliate of IIF filed a joint application requesting approval of the Merger with the FERC under Section 203 of the Federal Power Act, which was assigned FERC Docket No. EC22-60 (the “FERC Application for Approval”). The FERC established a May 16, 2022 deadline date for comments on the filing. While several motions to intervene were filed, only one entity filed substantive comments on the FERC Application for Approval. Those comments did not ask FERC to reject the FERC Application for Approval, but questioned the description of IIF’s affiliates. On May 31, 2022, the Company and IIF filed replies to the May 16, 2022 comments. On October 21, 2022, FERC submitted its approval of the FERC Application for Approval.

On April 29, 2022, the Company and Parent filed the notification and report form with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and for which the waiting period expired on May 31, 2022 at 11:59pm.

BASIS OF PRESENTATION - SJI's condensed consolidated financial statements include the accounts of SJI, its direct and indirect wholly-owned subsidiaries (including SJG) and subsidiaries in which SJI has a controlling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In management’s opinion, the condensed consolidated financial statements of SJI and SJG reflect all normal recurring adjustments needed to fairly present their respective financial positions, operating results and cash flows at the dates and for the periods presented. SJI’s and SJG's businesses are subject to seasonal fluctuations and, accordingly, this interim financial information should not be the basis for estimating the full year’s operating results.

As permitted by the rules and regulations of the SEC, the accompanying unaudited condensed consolidated financial statements of SJI and SJG contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP. These financial statements should be read in conjunction with SJI’s and SJG's Annual Reports on Form 10-K for the year ended December 31, 2021. There were no significant changes in or changes in the application of the Company’s significant or critical accounting policies or estimation

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procedures for the three and nine months ended September 30, 2022 as compared with the significant accounting policies described in the Company’s audited consolidated financial statements for the year ended December 31, 2021.

ESTIMATES AND ASSUMPTIONS - The condensed consolidated financial statements were prepared to conform with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and related disclosures. Therefore, actual results could differ from those estimates. Significant estimates include amounts related to regulatory accounting, energy derivatives, environmental remediation costs, legal contingencies, pension and other postretirement benefit costs, revenue recognition, goodwill, evaluation of equity method investments for other-than-temporary impairment, income taxes, and allowance for credit losses. Estimates may be subject to future uncertainties, including the continued evolution of the COVID-19 pandemic and its impact on our operations and economic conditions, which could affect the fair value of the ETG reporting unit and its goodwill balance (see Note 17), as well as the allowance for credit losses and the total impact and potential recovery of incremental costs associated with COVID-19 (see Notes 5 and 8, respectively).

IMPAIRMENT OF LONG-LIVED ASSETS - See Note 1 to the Consolidated Financial Statements under "Impairment of Long-Lived Assets" in Item 8 of the Form 10-K for the year ended December 31, 2021 for additional information regarding the Company's policy on impairments of long-lived assets. In the second quarter of 2022, it was determined that SJG had property, plant and equipment that was unusable which resulted in SJI and SJG recording an impairment charge of approximately $1.9 million to Impairment Charges on the condensed consolidated statements of (loss)/income for SJI and SJG during the nine months ended September 30, 2022. These impairment charges were recorded to the SJG Utility Operations segment. No impairments of long-lived assets were identified at SJG for the three months ended September 30, 2022 and three and nine months ended September 30, 2021, respectively.

REGULATION - The Utilities are subject to the rules and regulations of the BPU. See Note 7 for a discussion of the Utilities' rate structure and regulatory actions. The Utilities maintain their accounts according to the BPU's prescribed Uniform System of Accounts. The Utilities follow the accounting for regulated enterprises prescribed by ASC 980, Regulated Operations, which allows for the deferral of certain costs (regulatory assets) and creation of certain obligations (regulatory liabilities) when it is probable that such items will be recovered from or refunded to customers in future periods.

In the third quarter of 2022, ETG determined that a regulatory asset which consisted of certain non-functioning property, plant and equipment costs was no longer probable of recovery. This resulted in SJI recording a charge of approximately $7.2 million to Impairment Charges on the condensed consolidated statements of (loss)/income during the three and nine months ended September 30, 2022. This charge was recorded to the ETG Utility Operations segment. See Note 8 for more information related to regulatory assets and liabilities.

OPERATING REVENUES - Gas and electric revenues are recognized in the period the commodity is delivered to customers. For retail customers (including customers of SJG) that are not billed at the end of the month, we record an estimate to recognize unbilled revenues for gas and electricity delivered from the date of the last meter reading to the end of the month. The Utilities also have revenues that arise from alternative revenue programs, which are discussed in Note 15. For ETG and SJG, unrealized gains and losses on energy-related derivative instruments are recorded in Regulatory Assets or Regulatory Liabilities on the condensed consolidated balance sheets of SJI and SJG (see Note 12) until they become realized, in which case they are recognized in operating revenues. SJRG's gas revenues are recognized in the period the commodity is delivered, and operating revenues for SJRG include realized and unrealized gains and losses on energy-related derivative instruments. SJRG presents revenues and expenses related to its energy trading activities on a net basis in operating revenues. This net presentation has no effect on operating income or net income. The Company recognizes revenues on commissions received related to SJESP appliance service contracts, along with commissions received related to AEP and EnerConnex energy procurement service contracts, on a monthly basis as the commissions are earned. Marina recognizes revenue for renewable energy projects when output is generated and delivered to the customer, and when renewable energy credits have been transferred to the third party at an agreed upon price.

We considered the impact the COVID-19 pandemic has had on operating revenues, noting that SJI and SJG have not seen a significant reduction in revenues as a result of the pandemic. This is due to the delivery of gas and electricity being considered an essential service, with delivery to customers continuing in a timely manner with no delays or operational shutdowns taking place to date. To the extent that the pandemic does impact our ability to deliver in the future, operating revenues could be impacted. Currently, the impact of the pandemic on the collectability of our accounts receivable continues to be monitored, but such receivables have traditionally been included in rate recovery (see Note 8).

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INCOME TAXES - Deferred income taxes are provided for all significant temporary differences between the book and taxable bases of assets and liabilities in accordance with ASC 740, Income Taxes. Certain deferred income taxes are recorded with offsetting regulatory assets or liabilities by the Company to recognize that income taxes will be recovered or refunded through future rates.

A valuation allowance is recorded when it is more likely than not that any of SJI's or SJG's deferred tax assets will not be realized. During the three and nine months ended September 30, 2022, SJI recorded a valuation allowance of $16.8 million related to state deferred taxes for a certain tax filing group, inclusive of net operating loss carryforwards and credits which are expected to expire prior to being fully utilized. During the nine months September 30, 2021, SJI recorded a valuation allowance of $14.2 million against the federal deferred tax asset related to the capital loss that resulted from the other-than-temporary impairment charge taken on the Company's investment in PennEast (see Note 3). As of September 30, 2022 and December 31, 2021, SJI had a total federal and state valuation allowance of $39.3 million and $22.5 million, respectively, recorded on the condensed consolidated balance sheets. See Note 4 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for information related to these valuation allowances. SJG believes that it will generate sufficient future taxable income to realize the income tax benefits related to its net deferred tax assets.

The Company evaluates certain tax benefits that have been recorded in the financial statements for uncertainties. In 2021, SJG recorded a reserve of $13.9 million for a portion of tax benefits related to tax positions taken in prior years. The reserve is recorded in Other Noncurrent Liabilities in the condensed consolidated balance sheets as of both September 30, 2022 and December 31, 2021. The amount of income taxes we pay is subject to ongoing audits by federal and state tax authorities, which could result in proposed assessments. Future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period any assessments are determined or resolved or as such statutory audit periods are closed. We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the condensed consolidated balance sheets as of September 30, 2022.

IRA - On August 16, 2022, the IRA was signed into U.S. law. Among other provisions, the IRA includes:

•A 15% minimum tax rate, effective beginning January 1, 2024 for the Company, applied to corporations with profits in excess of $1 billion.

•A 1% excise tax on the repurchase of corporate stock for repurchases made after December 31, 2022.

•A series of financial and tax incentives intended to promote clean energy, including a 30% ITC for projects that commenced construction from 2019-2022 (see "ITC" below).

We do not anticipate this legislation will have a material impact on our consolidated financial statements.

ITC - The U.S. federal government provides businesses with an ITC under Section 48 of the Internal Revenue Code, available to the owner of solar and fuel cell systems that are purchased and placed into service. The Company recognizes ITC on eligible assets in the year in which the project commences commercial operations. Among other requirements, such credits require projects to have commenced construction by a certain date. Accordingly, projects are eligible for a 30% ITC for projects that commenced construction in 2019 and, as a result of the IRA discussed above, that 30% ITC was extended to projects that commenced construction in 2020-2022. As a result, ITCs recorded during the nine months ended September 30, 2022 were $11.9 million, which include an adjustment to increase previously recorded ITCs in 2020 through June 30, 2022 per the provisions of the IRA. ITCs recorded during the three and nine months ended September 30, 2021 were $2.3 million and $2.7 million, respectively.

TAX SETTLEMENT - During the third quarter of 2021, ETG recognized a gain of $11.0 million from a UTUA settlement agreement with the New Jersey Division of Taxation. The gain is presented within Energy and Other Taxes in the SJI condensed consolidated statements of (loss)/income.

GOODWILL - See Note 17.

LEASES - There have been no significant changes to the nature or balances of the Company's leases since December 31, 2021, which are described in Note 9 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

NEW ACCOUNTING PRONOUNCEMENTS - Other than as described below, no new accounting pronouncement had, or is expected to have, a material impact on the condensed consolidated financial statements of SJI, or the condensed financial statements of SJG.

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Recently Adopted Standards:

Standard

Description

Date of Adoption

Application

Effect on the Financial Statements of SJI and SJG

ASU 2020-04:

Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting

ASU 2021-01: Reference Rate Reform (Topic 848)

The amendments in ASU 2020-04 provide various optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the "discounting transition").

January 1, 2022

Prospective for contract modifications and hedging relationships. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic.

Adoption of this guidance did not have a material impact on the financial statement results of SJI or SJG.

ASU 2020-06: Accounting for Convertible Instruments and Contracts in an Entity's Own Equity

The amendments in this ASU simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20. Under the amendments, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The amendments also add new convertible instrument disclosure requirements. Additionally, the amendments in this ASU remove certain conditions from the settlement guidance within the derivative scope exception guidance contained in Subtopic 815-40 and further clarify the derivative scope exception guidance. Finally, the amendments in this ASU align the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method instead of the treasury stock method when calculated diluted EPS for convertible instruments.

January 1, 2022

Retrospective or Modified Retrospective

Adoption of this guidance did not have a material impact on the financial statement results of SJI or SJG.

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Standards Not Yet Effective:

Standard

Description

Date of Adoption

Application

Effect on the Financial Statements of SJI and SJG

ASU 2021-10: Government Assistance (ASC 832): Disclosures by Business Entities about Government Assistance

This ASU requires disclosure in the notes to annual financial statements of government financial assistance from local, (city, town, county, municipal), regional, and federal governments and entities related to those governments. Required disclosure for government assistance transactions includes: 1) information about the nature of transactions and the related accounting policy used to account for the transactions; 2) the line items on the balance sheet and income statement that are affected by the transactions and the amounts applicable to each financial statement line item; and 3) significant terms and conditions of the transactions, including commitments and contingencies.

Annual periods beginning January 1, 2022; early adoption is permitted.

Either (1) prospectively to all transactions that are reflected in financial statements at the date of initial application and to all transactions that are entered into after adoption (2) retrospectively to those transactions

Since this ASU is disclosure only, adoption will not have an impact on the financial statement results of SJI or SJG. Management is currently determining the impact that adoption of this guidance will have on the disclosures of SJI and SJG.

ASU 2021-08: Business Combinations (ASC 805): Accounting for Contract Assets and Contract Liabilities From Contracts With Customers

The amendments to ASC 805 in this ASU require an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606 as if it had originated the contracts. The acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired contracts. The standard also provides practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from a business combination.

January 1, 2023; early adoption is permitted, including adoption in an interim period

Prospectively to business combinations occurring on or after the effective date of the amendments

These amendments have not yet been adopted and management is currently evaluating whether to adopt this amendment prior to the effective date.

2. STOCK-BASED COMPENSATION PLAN:

Under SJI's Omnibus Equity Compensation Plan (Plan), shares, stock appreciation rights, and options may be issued to SJI’s officers (Officers), non-employee directors (Directors) and other key employees.

Grants to Officers and other key employees - SJI grants time-based shares of restricted stock, one-third of which vest annually over a three-year period and which are limited to a 100% payout. The vesting and payout of time-based shares of restricted stock is solely contingent upon the service requirement being met in years one, two, and three of the grant. SJI also grants performance-based restricted shares which vest over a three-year period and are subject to SJI achieving certain market or earnings-based performance targets, which can cause the actual amount of shares that ultimately vest to range from 0% to 200% of the original shares granted. During the nine months ended September 30, 2022 and 2021, SJI granted a total of 184,935 and 243,540 restricted shares, respectively, to Officers and other key employees under the Plan. No options were granted or outstanding during the nine months ended September 30, 2022 and 2021. No stock appreciation rights have been issued under the Plan.

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Performance-based grants containing market-based performance targets use SJI's TSR relative to a peer group to measure performance. As these TSR-related performance-based grants are contingent upon market and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant on a straight-line basis over the requisite three-year period of each award. In addition, SJI identifies specific forfeitures of share-based awards, and compensation expense is adjusted accordingly over the requisite service period. Compensation expense is not adjusted based on the actual achievement of market goals. The fair value of TSR-related performance-based restricted stock awards on the date of grant is estimated using a Monte Carlo simulation model.

Performance-based grants containing earnings-based performance targets use pre-defined CEGR goals for SJI to measure performance. As CEGR-based grants are contingent upon performance and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant over the requisite three-year period of each award. The fair value is measured as the market price at the date of grant. The initial accruals of compensation expense are based on the estimated number of shares expected to vest, assuming the requisite service is rendered and probable outcome of the performance condition is achieved. That estimate is revised if subsequent information indicates that the actual number of shares is likely to differ from previous estimates. Compensation expense is ultimately adjusted based on the actual achievement of service and performance targets.

Grants to Directors - During the nine months ended September 30, 2022 and September 30, 2021, SJI granted 32,003 and 54,419 restricted shares, respectively, to its Directors. Shares issued to Directors vest over twelve months and contain no performance conditions. As a result, 100% of the shares granted generally vest.

The following table summarizes the nonvested restricted stock awards outstanding at September 30, 2022, and the assumptions used to estimate the fair value of the awards:


	Grants	Shares Outstanding	Fair Value Per Share		Expected Volatility		Risk-Free Interest Rate
Officers & Key Employees -	2020 - TSR	31,957	$	25.51	34.8	%	0.21	%
	2020 - CEGR, Time	80,644	$	25.19	N/A		N/A
	2021 - TSR	35,091	$	28.11	39.9	%	0.27	%
	2021 - CEGR, Time	132,543	$	25.33	N/A		N/A
	2022 - TSR	37,608	$	35.05	43.5	%	1.80	%
	2022 - CEGR, Time	147,327	$	35.05	N/A		N/A

Directors -	2022	32,003	$	33.90	N/A		N/A

Expected volatility is based on the actual volatility of SJI’s share price over the preceding three-year period as of the valuation date. The risk-free interest rate is based on the zero-coupon U.S. Treasury Bond, with a term equal to the three-year term of the Officers’ and other key employees’ restricted shares. As notional dividend equivalents are credited to the holders during the three-year service period, no reduction to the fair value of the award is required. As the Directors’ restricted stock awards contain no performance conditions and dividends are paid or credited to the holder during the twelve month service period, the fair value of these awards is equal to the market value of the shares on the date of grant.

The following table summarizes the total stock-based compensation cost to SJI for the three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Officers & Key Employees	$	1,317	$	1,123	$	3,951	$	3,804
Directors	(226)		317		45		561
Total Cost	1,091		1,440		3,996		4,365

Capitalized	(246)		(33)		(335)		(101)
Net Expense	$	845	$	1,407	$	3,661	$	4,264

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As of September 30, 2022, there was $9.2 million of total unrecognized compensation cost related to nonvested stock-based compensation awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.6 years.

The following table summarizes information regarding restricted stock award activity for SJI during the nine months ended September 30, 2022, excluding accrued dividend equivalents:


	Officers and Other Key Employees	Directors	Weighted Average Fair Value
Nonvested Shares Outstanding, January 1, 2022	492,475	54,419	$	26.72
Granted	184,935	32,003	$	34.88
Cancelled/Forfeited	(71,775)	—	$	28.53
Vested	(140,466)	(54,419)	$	27.48
Nonvested Shares Outstanding, September 30, 2022	465,169	32,003	$	29.72

SJI has a policy of issuing new shares to satisfy its obligations under the Plan; therefore, there are no cash payment requirements resulting from the normal operation of the Plan. At the discretion of the Officers, Directors and other key employees, the receipt of vested shares can be deferred until future periods. These deferred shares are included in Treasury Stock on the condensed consolidated balance sheets.

A change in control could result in such shares becoming non-forfeitable or immediately payable in cash. At the Effective Time of the Merger, each share granted and outstanding under the Plan immediately before the Effective Time will be converted into the right to receive $36.00 in cash, without interest.

During the nine months ended September 30, 2022, SJI issued 128,238 shares to its Officers and other key employees at a market value of $3.5 million. During the nine months ended September 30, 2021, SJI issued 146,270 shares to its Officers and other key employees at a market value of $3.6 million. These issued shares include shares deferred for payout in prior periods.

SJG - Officers and other key employees of SJG participate in the stock-based compensation plans of SJI. During the nine months ended September 30, 2022 and 2021, there were 10,230 and 23,010 restricted shares, respectively (time-based and performance-based), granted to SJG officers and other key employees, which had an immaterial impact to SJG's financial statements for both periods.

3. AFFILIATIONS, DISCONTINUED OPERATIONS AND RELATED-PARTY TRANSACTIONS:

AFFILIATIONS — The following affiliated entities are accounted for under the equity method:

PennEast - Midstream has a 20% investment in PennEast. See Note 3 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a timeline of events related to PennEast, including the determination by the PennEast partners that further development of the project is no longer supported, and thus all further development of the project has ceased. As a result of this determination, the Company recognized an other-than-temporary impairment charge of $87.4 million, which was recorded in Equity in Earnings (Losses) from Affiliates in the condensed consolidated statements of (loss)/income for the nine months ended September 30, 2021.

During the three and nine months ended September 30, 2022, PennEast sold certain project related assets and received refunds of interconnection fees from interstate pipelines. As a result, the PennEast board of managers approved cash distributions to members of the partnership totaling $1.5 million and $11.0 million per partner for the three and nine months ended September 30, 2022, respectively. The return of capital was received by the Company during the three and nine months ended September 30, 2022, and eliminated the remaining carrying value of its equity method investment in PennEast on the condensed consolidated balance sheet. As a result of these distributions, the Company recorded $1.5 million and $2.7 million to Other Income and Expense on the condensed consolidated statements of (loss)/income for the three and nine months ended September 30, 2022, respectively.

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Energenic - Marina and a joint venture partner formed Energenic, in which Marina has a 50% equity interest. Energenic developed and operated on-site, self-contained, energy-related projects. Energenic currently does not have any projects that are operational; however, it owns cogeneration, long-lived assets for which Energenic had been pursuing project development opportunities. Marina has notes related to Energenic; such notes are secured by the cogeneration assets.

Energenic reviewed these cogeneration assets for impairment as of September 30, 2022, as a determination was made to sell the assets. The impairment assessment was performed in accordance with ASC 360, Property, Plant and Equipment, and included consideration of an offered sales price of the equipment. As a result, Energenic recorded an impairment charge of $2.2 million, of which Marina recorded its 50% equity interest, or $1.1 million, which was recorded in Equity in (Losses) Earnings of Affiliated Companies on the condensed consolidated statements of (loss)/income for the three and nine months ended September 30, 2022. This loss reduced the Notes Receivable – Affiliate balance on the condensed consolidated balance sheets as our investment in the Energenic affiliate had been reduced to zero as a result of previous losses.

See Note 3 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for more information regarding these assets and notes, including the impairment charge recorded in the fourth quarter of 2021 due to a determination that future development of a project was no longer probable.

Millennium - SJI and a joint venture partner formed Millennium, in which SJI has a 50% equity interest. Millennium reads utility customers’ meters on a monthly basis for a fee.

Potato Creek - SJI and a joint venture partner formed Potato Creek, in which SJEX has a 30% equity interest. Potato Creek owns and manages the oil, gas and mineral rights of certain real estate in Pennsylvania.

EnergyMark - SJE has a 33% investment in EnergyMark, an entity that acquires and markets natural gas to retail end users.

SJRG had net sales to EnergyMark of $8.2 million and $5.0 million for the three months ended September 30, 2022 and 2021, respectively, and $28.2 million and $15.9 million for the nine months ended September 30, 2022 and 2021, respectively.

REV - SJI Renewable Energy Ventures, LLC has a 35% equity interest in REV, an LNG distributor and developer of LNG and RNG assets and projects.

SJI made payments to REV of $11.2 million and $24.6 million during the three and nine months ended September 30, 2022, respectively, for services performed for SJI RNG Devco related to the development of renewable natural gas facilities at dairy farms; these costs do not include the notes to REV discussed below. Payments during the three and nine months ended September 30, 2021 were not material.

Red River - SJI RNG Devco, LLC has an 80% equity interest in Red River, an entity that processes raw biogas derived from agricultural feedstock into renewable biomethane for pipeline injection. In 2022, SJI invested $55.7 million into the Red River joint venture.

AFFILIATE TRANSACTIONS - SJI made net investments in and net advances to unconsolidated affiliates of $94.8 million and $39.8 million for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022 and December 31, 2021, the outstanding balance of Notes Receivable – Affiliates was $99.4 million and $69.9 million, respectively. These Notes Receivable-Affiliates balances are comprised of:

•As of September 30, 2022 and December 31, 2021, $93.4 million and $62.6 million, respectively, of the notes are related to REV, which accrue interest at variable rates.

•As of September 30, 2022 and December 31, 2021, $0.8 million and $2.0 million, respectively, of the notes are related to Energenic, after the impairments discussed above. Such notes are secured by Energenic's cogeneration assets for energy service projects and are to be repaid through 2025, although the Company does not expect to realize amounts above its share of the remaining fair value of Energenic's cogeneration assets, and thus the Company does not accrue interest. Current losses at Energenic have been offset against the Notes Receivable – Affiliates balance in recent years as our investment in the Energenic affiliate has been reduced to zero as a result of previous losses.

•As of September 30, 2022 and December 31, 2021, $5.2 million and $5.3 million, respectively, of unsecured notes which accrue interest at variable rates.

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SJI holds significant variable interests in these entities but is not the primary beneficiary. Consequently, these entities are accounted for under the equity method because SJI does not have both (a) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the entity or the right to receive benefits from the entity that could potentially be significant to the entity. As of September 30, 2022 and December 31, 2021, SJI had a net asset of approximately $105.5 million and $38.5 million, respectively, included in Investment in Affiliates on the condensed consolidated balance sheets related to equity method investees. SJI’s maximum exposure to loss from these entities as of September 30, 2022 and December 31, 2021 is limited to its combined investments in these entities, which includes related Notes Receivable-Affiliates, in the aggregate amount of $204.9 million and $108.5 million, respectively.

DISCONTINUED OPERATIONS - There have been no significant changes to the nature or balances of SJI's discontinued operations since December 31, 2021, which are defined and described in Note 3 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

GUARANTEES - SJI has issued guarantees to third parties on behalf of its consolidated subsidiaries. See Note 11.

SJI RELATED-PARTY TRANSACTIONS - On April 1, 2022, SJRG and ETG entered into an AMA whereby SJRG manages the pipeline capacity of ETG. This AMA expires on March 31, 2024. Under the AMA, SJRG pays ETG an annual fee of $3.6 million, plus additional profit sharing as defined in the AMA. The amounts received by ETG will be credited to its BGSS clause and returned to its ratepayers.

SJG RELATED-PARTY TRANSACTIONS - There have been no significant changes in the nature of SJG’s related-party transactions since December 31, 2021. See Note 3 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of related parties and associated transactions.

A summary of related-party transactions involving SJG, excluding pass-through items, included in SJG's Operating Revenues were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating Revenues/Affiliates:
SJRG	$	7,613	$	907	$	18,726	7,662
Other	21		21		63		62
Total Operating Revenues/Affiliates	$	7,634	$	928	$	18,789	$	7,724

Related-party transactions involving SJG, excluding pass-through items, included in SJG's Cost of Sales and Operating Expenses were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Costs of Sales/Affiliates (Excluding depreciation and amortization)
SJRG	$	20	$	954	$	136	$	4,924

Operations Expense/Affiliates:
SJI (parent company only)	$	6,294	$	5,832	$	19,390	$	17,082
SJIU	1,259		1,045		3,469		2,957
Millennium	910		857		2,772		2,598
Other	17		18		57		163
Total Operations Expense/Affiliates	$	8,480	$	7,752	$	25,688	$	22,800

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4. COMMON STOCK:

The following shares were issued and outstanding for SJI:


			2022
Beginning Balance, January 1			117,340,493
New Issuances During the Period:
Settlement of Equity Forward Sale Agreement			4,996,062
Stock-Based Compensation Plan			128,238
Ending Balance, September 30			122,464,793

The par value ($1.25 per share) of stock issued was recorded in Common Stock and the net excess over par value was recorded in Premium on Common Stock.

There were 2,339,139 shares of SJG's common stock (par value $2.50 per share) outstanding as of September 30, 2022. SJG did not issue any new shares during the period. SJIU owns all of the outstanding common stock of SJG.

On March 22, 2021, SJI offered 10,250,000 shares of its common stock, par value $1.25 per share, at a public offering price of $22.25 per share, with 1,899,859 shares issued in March 2021. See Note 6 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of this transaction and the additional issuances that occurred in 2021. On March 18, 2022, the remaining 4,996,062 forward shares were issued under the forward sale agreement for proceeds of $100.4 million, net of issuance fees that were not material. The forward price used to determine cash proceeds received by SJI was calculated based on the initial forward sale price, as adjusted for underwriting fees, interest rate adjustments as specified in the forward sale agreement and any dividends paid on our common stock during the forward period.

At the Effective Time of the Merger, SJI's common stock outstanding immediately before the Effective Time will be converted into the right to receive $36.00 in cash, without interest.

EQUITY AND CONVERTIBLE UNITS - See Note 6 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the issuances of equity units that occurred in March 2021.

Total interest recorded related to the equity units during the three and nine months ended September 30, 2022 was $0.2 million and $0.6 million, respectively, related to the contract adjustment liabilities to the holders of the equity units and is recorded within Interest Charges on the condensed consolidated statements of (loss)/income. The contract adjustment liabilities are recorded in Other Current and Noncurrent Liabilities on the condensed consolidated balance sheet and were $23.8 million and $17.5 million, respectively, as of September 30, 2022, and $23.8 million and $34.6 million, respectively, as of December 31, 2021.

The convertible units consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Principal amount:	2021 Series B Remarketable Junior Subordinated Notes due 2029
Principal (A)	$	335,000		$	335,000
Unamortized debt discount and issuance costs (A)	8,190			9,110
Net carrying amount	$	326,810		$	325,890
Carrying amount of the equity component (B)	$	—		$	—

(A) Included in the condensed consolidated balance sheets within Long-Term Debt.

(B) There is no equity portion as of September 30, 2022 and December 31, 2021 for these Notes.

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During both the three months ended September 30, 2022 and 2021, the Company recognized $5.0 million of coupon interest expense, and during the nine months ended September 30, 2022 and 2021, the Company recognized $14.9 million and $12.8 million, respectively, of coupon interest expense, all of which was included in Interest Charges on the condensed consolidated statements of (loss)/income. During those periods, the amortization of debt discount and issuance costs was not material. As of September 30, 2022, the effective interest rate was 2.1% on these Notes.

SJI's EPS — SJI's basic EPS is based on the weighted-average number of common shares outstanding. SJI's diluted EPS includes consideration of the effect of SJI's restricted stock as discussed in Note 2, along with the impact of the Equity Units and Convertible Units discussed above, accounted for under the treasury stock method. For the nine months ended September 30, 2022 and 2021, the shares required for inclusion in the denominator for the diluted EPS calculation were 2,848,163 and 1,481,770, respectively. For the three months ended September 30, 2022 and 2021, shares of 3,345,989 and 1,469,623, respectively, were not included in the denominator for the diluted EPS calculation because they would have had an antidilutive effect on EPS.

DRP — SJI offers a DRP which allows participating shareholders to purchase shares of SJI common stock by automatic reinvestment of dividends or optional purchases. SJI currently purchases shares on the open market to fund share purchases by DRP participants, and as a result SJI did not raise any equity capital through the DRP in the first nine months of 2022 or 2021.

RETAINED EARNINGS — The Utilities are limited by their regulatory authorities on the amount of cash dividends or other distributions they are able to transfer to their parent, specifically if such dividends or other distributions could impact their capital structure. In addition, SJG's First Mortgage Indentures contain a restriction regarding the amount of cash dividends or other distributions that they may pay. As of September 30, 2022, this loan restriction did not affect the amount that may be distributed from SJG's retained earnings.

5. FINANCIAL INSTRUMENTS:

RESTRICTED INVESTMENTS — SJI and SJG maintain margin accounts with certain counterparties to support their risk management activities associated with hedging commodities. The balances required to be held in these margin accounts increase as the net value of the outstanding energy-related contracts with the respective counterparties decrease.

The following table provides SJI's (including SJG) and SJG's balances of Restricted Investments as well as presents a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that total to the amounts shown in the condensed consolidated statements of cash flows (in thousands):



	September 30, 2022
Balance Sheet Line Item	SJI		SJG
Cash and Cash Equivalents	$	52,763	$	1,331
Restricted Investments	775		725
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	53,538	$	2,056


	December 31, 2021
Balance Sheet Line Item	SJI		SJG
Cash and Cash Equivalents	$	28,754	$	3,360
Restricted Investments	686		686
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	29,440	$	4,046

The carrying amounts of the Restricted Investments for both SJI and SJG approximate their fair values at September 30, 2022 and December 31, 2021, which would be included in Level 1 of the fair value hierarchy (see Note 13).

ALLOWANCE FOR CREDIT LOSSES - Accounts receivable and unbilled revenues are recorded gross on the condensed consolidated balance sheets with allowance for credit losses shown as a separate line item titled Provision for Uncollectibles. A summary of changes in the allowance for credit losses for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands):

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
SJI (includes SJG and all other consolidated subsidiaries):
Balance at beginning of period	$	50,876	$	42,233	$	41,763	$	30,582
Provision for expected credit losses	2,435		2,375		7,355		7,621
Regulated assets (a)	(5,863)		(293)		815		8,982
Recoveries of accounts previously written off	326		414		1,324		772
Uncollectible accounts written off	(3,367)		(1,664)		(6,850)		(4,892)
Balance at end of period	$	44,407	$	43,065	$	44,407	$	43,065

SJG:
Balance at beginning of period	$	29,791	$	21,706	$	25,166	$	17,359
Provision for expected credit losses	1,816		1,411		5,499		5,529
Regulated assets (a)	(1,598)		1,059		(44)		3,030
Recoveries of accounts previously written off	156		400		814		503
Uncollectible accounts written off	(1,200)		(702)		(2,470)		(2,547)
Balance at end of period	$	28,965	$	23,874	$	28,965	$	23,874

(a) Net change in COVID-19 pandemic incremental expected credit losses from uncollectible accounts deferred as a regulatory asset, resulting from a July 2, 2020 BPU Order (see Note 8).

NOTES RECEIVABLE-AFFILIATES - The carrying amounts of the Note Receivable - Affiliates balances approximate their fair values at September 30, 2022 and December 31, 2021, which would be included in Level 2 of the fair value hierarchy. See Note 3 for information about these balances and Note 13 for information about the fair value hierarchy.

CONTRACT RECEIVABLES - SJG provides financing to customers for the purpose of attracting conversions to natural gas heating systems from competing fuel sources. The terms of these loans call for customers to make monthly payments over periods ranging from three to five years, with no interest. The carrying amounts of such loans were $1.3 million and $1.7 million as of September 30, 2022 and December 31, 2021, respectively. The current portion of these receivables is reflected in Accounts Receivable and the non-current portion is reflected in Contract Receivables on the condensed consolidated balance sheets. The carrying amounts noted above are net of unamortized discounts resulting from imputed interest. The amount of such discounts and the annualized amortization to interest is not material to SJI's or SJG's consolidated financial statements.

In addition, as part of the EET program, SJG and ETG provide funding to customers to upgrade equipment for the purpose of promoting energy efficiency. The terms of these loans range from two to ten years. The carrying amounts of such loans for SJG were $62.7 million and $55.4 million as of September 30, 2022 and December 31, 2021, respectively. The carrying amounts of such loans for ETG were not material at September 30, 2022 and December 31, 2021. On the condensed consolidated balance sheets of SJG, the current portion of EET loans receivable totaled $12.1 million and $11.1 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in Accounts Receivable; and the non-current portion totaled $50.6 million and $44.3 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected in Contract Receivables. Given the risk of uncollectibility is low due to the oversight and preapproval required by the BPU, no allowance for credit loss has been recognized on the above-mentioned receivables.

There have been no material impacts to this risk of uncollectibility as a result of COVID-19.

The carrying amounts of these receivables approximate their fair value at September 30, 2022 and December 31, 2021, which would be included in Level 2 of the fair value hierarchy (see Note 13).

CREDIT RISK - As of September 30, 2022, there were no individual counterparties that totaled more than five percent of SJI's current and noncurrent Derivatives - Energy Related Assets.

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FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE - The fair value of a financial instrument is the market price to sell an asset or transfer a liability at the measurement date. The carrying amounts of SJI's and SJG's financial instruments approximate their fair values at September 30, 2022 and December 31, 2021, except as noted below (in thousands):


	September 30, 2022		December 31, 2021
SJI (includes SJG and all consolidated entities)
Estimated fair values of long-term debt	$	3,282,165	$	3,653,868

Carrying amounts of long-term debt, including current maturities (A)	$	3,597,838	$	3,255,085
Net of:
Unamortized debt issuance costs	$	37,673	$	38,462
Unamortized debt discounts	$	5,068	$	5,135

SJG
Estimated fair values of long-term debt	$	888,073	$	1,171,657

Carrying amounts of long-term debt, including current maturities	$	1,019,145	$	1,041,811
Net of:
Unamortized debt issuance costs	$	8,217	$	8,726

(A) SJI Long-Term Debt on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 includes $5.7 million and $5.6 million of finance leases, respectively.

For Long-Term Debt (including current maturities), in estimating the fair value, SJI and SJG use the present value of remaining cash flows at the balance sheet date. SJI and SJG based the estimates on interest rates available at the end of each period for debt with similar terms and maturities (Level 2 in the fair value hierarchy, see Note 13).

6. SEGMENTS OF BUSINESS:

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments and requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources and in assessing performance.

The operating segments reflect the financial information regularly evaluated by the CODM, which for SJI is the Company's Chief Executive Officer.

The operating segments are as follows:

•SJG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in southern New Jersey.

•ETG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in northern and central New Jersey.

•Wholesale energy operations include the activities of SJRG and SJEX.

•Retail services operations includes the activities of SJE, SJESP and SJEI, as well as our equity interest in Millennium.

•Renewables consists of:

◦The Catamaran joint venture, which owns Annadale and Bronx Midco, along with a solar project in Massachusetts.

◦Solar-generation sites located in New Jersey.

◦The activities of ACLE, BCLE, SCLE and SXLE, which have all ceased operations.

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•Decarbonization consists of

◦SJI Renewables Energy Ventures, LLC, which includes our equity interest in REV, which is included in Equity in Earnings (Losses) of Affiliated Companies on the condensed consolidated statements of (loss)/income.

◦SJI RNG Devco, LLC, which includes costs incurred to develop renewable natural gas operations at certain dairy farms along with the related development rights acquired in 2020, and the Red River joint venture that was formed in March 2022.

•Midstream invests in infrastructure and other midstream projects, including an investment in PennEast for which development ceased in September 2021.

•Corporate & Services segment includes costs related to financing, acquisitions and divestitures, and other unallocated costs.

•Intersegment represents intercompany transactions among the above SJI consolidated entities.

SJI groups its utility businesses under its wholly-owned subsidiary SJIU. This group consists of gas utility operations of SJG and ETG. SJI groups its nonutility operations into separate categories: Energy Management; Energy Production; Midstream; and Corporate & Services. Energy Management includes wholesale energy and retail services. Energy Production includes renewables and decarbonization. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. See Note 1.

Information about SJI’s operations in different reportable operating segments is presented below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating Revenues:
SJI Utilities:
SJG Utility Operations	$	112,720	$	69,958	$	557,585	$	412,572
ETG Utility Operations	42,155		37,072		279,733		248,098
Subtotal SJI Utilities	154,875		107,030		837,318		660,670
Energy Management:
Wholesale Energy Operations	452,130		247,402		1,103,106		669,067
Retail Services	1,919		5,360		5,759		13,382
Subtotal Energy Management	454,049		252,762		1,108,865		682,449
Energy Production:
Renewables	7,409		7,352		18,321		17,980
Decarbonization	—		—		—		—
Subtotal Energy Production	7,409		7,352		18,321		17,980
Corporate and Services	15,102		13,577		46,798		39,416
Subtotal	631,435		380,721		2,011,302		1,400,515
Intersegment Sales	(22,917)		(15,090)		(66,775)		(48,756)
Total Operating Revenues	$	608,518	$	365,631	$	1,944,527	$	1,351,759

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating (Loss) Income:
SJI Utilities:
SJG Utility Operations	$	(2,741)	$	(1,961)	$	137,787	$	133,350
ETG Utility Operations	(12,262)		5,634		49,523		66,521
Subtotal SJI Utilities	(15,003)		3,673		187,310		199,871
Energy Management:
Wholesale Energy Operations	21,551		(15,534)		7,326		(5,393)
Retail Services	680		849		1,778		763
Subtotal Energy Management	22,231		(14,685)		9,104		(4,630)
Energy Production:
Renewables	1,240		1,787		2,252		4,920
Decarbonization	(257)		(63)		(1,015)		(71)
Subtotal Energy Production	983		1,724		1,237		4,849
Corporate and Services	(4,028)		315		(7,014)		(626)
Total Operating (Loss) Income	$	4,183	$	(8,973)	$	190,637	$	199,464


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

















Property Additions:
SJI Utilities:
SJG Utility Operations	$	70,100	$	64,988	$	177,099	$	186,948
ETG Utility Operations	72,340		58,923		182,197		158,953
Subtotal SJI Utilities	142,440		123,911		359,296		345,901
Energy Management:
Wholesale Energy Operations	23		4		(11)		6
Retail Services	—		—		—		—
Subtotal Energy Management	23		4		(11)		6
Energy Production:
Renewables	23,317		6,471		34,174		24,458
Decarbonization	54,283		8,140		93,399		10,014
Subtotal Energy Production	77,600		14,611		127,573		34,472
Midstream	—		11		—		19
Corporate and Services	1,242		747		3,562		3,105
Total Property Additions	$	221,305	$	139,284	$	490,420	$	383,503

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	September 30, 2022		December 31, 2021
Identifiable Assets:
SJI Utilities:
SJG Utility Operations	$	3,857,493	$	3,767,897
ETG Utility Operations	2,956,797		2,788,465

Subtotal SJI Utilities	6,814,290		6,556,362
Energy Management:
Wholesale Energy Operations	400,963		278,995

Retail Services	23,008		25,741
Subtotal Energy Management	423,971		304,736
Energy Production:
Renewables	222,895		195,791
Decarbonization	306,816		138,787

Subtotal Energy Production	529,711		334,578
Midstream	—		8,970
Discontinued Operations	27		47
Corporate and Services	508,817		370,899
Intersegment Assets	(358,868)		(266,920)
Total Identifiable Assets	$	7,917,948	$	7,308,672

7. RATES AND REGULATORY ACTIONS:

SJG and ETG are subject to the rules and regulations of the BPU.

Except as described below, there have been no significant regulatory actions or changes to the Utilities' rate structures since December 31, 2021. See Note 10 to the Consolidated Financial Statements in Item 8 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

SJG:

Effective January 1, 2022, the BPU approved the Company's June 2021 AIRP II petition, to roll into base rates $69.0 million of investments placed into service during the period of July 1, 2020 through September 30, 2021. The result was an increase in annual revenue of $6.7 million.

In the first quarter of 2022:

•The BPU issued an Order resolving SJG's 2021-2022 Tax Act Rider petition, with a revised Rider H credit rate effective April 1, 2022 in order to refund approximately $11.7 million for the period beginning October 1, 2021 and ending September 30, 2022.

•The BPU approved a decrease in SJG's EET rate effective April 1, 2022, reflecting a $1.1 million decrease in annual revenues related to the recovery of costs of energy efficiency programs.

In April 2022, SJG filed a petition with the BPU requesting a base rate revenue increase of $73.1 million, which was updated in September 2022 to a requested $82.3 million, primarily to obtain a return on and of new capital investments made by SJG since the settlement of its last base rate case in 2020. The matter is currently pending BPU approval.

In May 2022, the BPU approved an increase in SJG's SBC and TIC rates, effective June 1, 2022, reflecting a $0.8 million increase in annual revenues related to the recovery of costs of SJG's societal benefit programs.

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In November 2020, SJG filed a petition with the BPU, seeking authority to implement an IIP pursuant to which SJG would recover the costs associated with SJG's planned initial investment of approximately $742.5 million from 2021-2026 to, among other things, replace its at-risk plastic and coated steel mains, as well as excess flow valves on new service lines, and related services. In June 2022, the BPU approved a 5-year $200 million program with an effective date of July 1, 2022.

In July 2022, the provisional rates approved by the BPU in November 2021 for SJG's 2021-2022 BGSS/CIP filing were made final, effective August 1, 2022.

In September 2022, the BPU approved provisional rates for SJG's 2022-2023 BGSS/CIP filing submitted in June 2022, with effective dates of October 1, 2022. These rates reflect a $85.7 million increase in gas cost recoveries associated with the BGSS component and a $5.6 million increase in annual revenues for the CIP component.

In September 2022, the BPU approved decreases to the statewide USF and Lifeline rates, with effective dates of October 1, 2022, resulting in an approximately $1.2 million decrease for SJG.

The following activity outside of the base rate revenue petition described above is currently pending BPU approval:

•SJG submitted its annual filing associated with the Tax Cuts and Jobs Act of 2017 in June 2022, which proposed a $9.5 million refund to customers through the Rider H credit rate for the period of October 1, 2022 through September 30, 2023.

•SJG submitted its annual EET filing in July 2022, requesting a $4.8 million decrease in annual revenues related to the recovery of the costs of its energy efficiency programs, with a proposed effective date of October 1, 2022.

•SJG submitted its annual SBC and TIC filing in July 2022, requesting a $1.8 million increase in annual revenues related to the recovery of costs of SJG's societal benefits programs and electronic data interchange development and operating costs, with a proposed effective date of November 1, 2022.

ETG:

In the first quarter of 2022:

•Provisional rates approved by the BPU in September 2021 for ETG's 2021-2022 WNC and CEP filing were made final, effective February 25, 2022.

•The provisional rate approved by the BPU in November 2021 for ETG's 2021-2022 BGSS-P rate was made final, effective March 30, 2022.

•The BPU approved a decrease in ETG's EEP rate, effective March 1, 2022, reflecting a $1.6 million decrease in annual revenues related to the recovery of costs of energy efficiency programs.

In June 2022, the provisional rates approved by the BPU in November 2021 for ETG's 2021-2022 RAC filing were made final, effective July 1, 2022.

In August 2022, the BPU approved the settlement of ETG's rate case petition, resulting in an increase in annual revenues from base rates effective September 1, 2022 of $40.0 million, including an approved after-tax rate of return of 6.8%, with a return on equity of 9.6% and a common equity component of 52.0%.

In September 2022, the BPU approved provisional rates for ETG's BGSS/CIP filing submitted in June 2022 with effective dates of October 1, 2022. These rates reflect a $57.4 million increase in gas cost recoveries associated with the BGSS component and a $2.2 million net increase in annual revenues for the CIP component.

In September 2022, the BPU approved a provisional rate for ETG's CEP filing submitted in July 2022, effective October 1, 2022, resulting in a decrease of $0.8 million in revenues.

In September 2022, the BPU approved decreases to the statewide USF and Lifeline rates, with effective dates of October 1, 2022, resulting in an approximate $1.1 million revenue decrease for ETG.

In September 2022, the BPU approved the increases to IIP rates effective October 1, 2022. This approval reflected an increase to annual revenues of approximately $6.3 million to reflect the roll-in of approximately $57.7 million of IIP investments placed in service from July 1, 2021 through June 30, 2022.

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The following activity is currently pending BPU approval:

•ETG submitted its annual RAC filing in July 2022, requesting a $5.1 million increase in revenue related to the recovery of remediation costs, with a proposed effective date of October 1, 2022.

•ETG submitted its annual filing for its EEP programs in July 2022, requesting a $0.1 million decrease in revenues, with a proposed effective date of October 1, 2022.

8. REGULATORY ASSETS AND REGULATORY LIABILITIES:

Except as described below, there have been no significant changes to the nature or balances of the Utilities' regulatory assets and liabilities since December 31, 2021, which are described in Note 11 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

The Utilities' Regulatory Assets as of September 30, 2022 and December 31, 2021 consisted of the following items (in thousands):


	September 30, 2022
	SJG		ETG		Total SJI
Environmental Remediation Costs:
Expended - Net	$	150,189	$	24,268	$	174,457
Liability for Future Expenditures	97,492		75,443		172,935
Deferred ARO Costs	52,395		37,910		90,305
Deferred Pension and Other Postretirement Benefit Costs - Unrecognized Prior Service Cost	—		28,438		28,438
Deferred Pension and Other Postretirement Benefit Costs	47,504		611		48,115
Deferred Gas Costs - Net	16,217		—		16,217
CIP Receivable	11,053		3,884		14,937
SBC Receivable (excluding RAC)	7,308		551		7,859
Deferred Interest Rate Contracts	2,861		—		2,861
EET/EEP	24,464		7,657		32,121
AFUDC - Equity Related Deferrals	12,675		—		12,675

Deferred COVID-19 Costs	7,791		11,625		19,416
Other Regulatory Assets	23,319		2,694		26,013
Total Regulatory Assets	$	453,268	$	193,081	$	646,349

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	December 31, 2021
	SJG		ETG		Total SJI
Environmental Remediation Costs:
Expended - Net	$	151,630	$	13,972	$	165,602
Liability for Future Expenditures	97,964		77,830		175,794
Deferred ARO Costs	47,784		33,872		81,656
Deferred Pension and Other Postretirement Benefit Costs - Unrecognized Prior Service Cost	—		30,881		30,881
Deferred Pension and Other Postretirement Benefit Costs	47,504		813		48,317
Deferred Gas Costs - Net	38,234		—		38,234
CIP Receivable	17,776		2,955		20,731
SBC Receivable (excluding RAC)	7,519		—		7,519
Deferred Interest Rate Contracts	8,002		—		8,002
EET/EEP	20,632		5,199		25,831
AFUDC - Equity Related Deferrals	12,199		—		12,199
WNC	—		4,269		4,269
Deferred COVID-19 Costs	7,687		10,225		17,912
Other Regulatory Assets	25,814		9,655		35,469

Total Regulatory Assets	$	482,745	$	189,671	$	672,416

Except where noted below, all regulatory assets are or are expected to be recovered through utility rate charges, as detailed in the following discussion. The Utilities are currently permitted to recover interest on Environmental Remediation Costs, SBC Receivable, and EET/EEP, while the other assets are being recovered without a return on investment.

ENVIRONMENTAL REMEDIATION COSTS - SJG and ETG have regulatory assets associated with environmental costs related to the cleanup of environmental sites as discussed in Note 15 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2021. The BPU allows SJG and ETG to recover the deferred costs not recovered from insurance carriers through their RAC mechanisms over seven-year periods after the costs are incurred.

DEFERRED ARO COSTS - The Utilities record AROs primarily related to the legal obligation to cut and cap gas distribution pipelines when taking those pipelines out of service. Deferred ARO costs represent the period to period passage of time (accretion) and depreciation of the underlying ARO asset. The Deferred ARO Costs regulatory asset increased due to both accretion and depreciation. There is no impact on earnings as a result of these changes.

DEFERRED GAS COSTS - NET - Over/under collections of gas costs are monitored through SJG's and ETG's BGSS clause. Included in SJG's balance as of September 30, 2022 and December 31, 2021 is $15.1 million and $21.3 million, respectively, of costs related to a previous pricing dispute on a long-term gas supply contract. As of June 1, 2021, SJG has begun to recover these costs from its customers through the BGSS clause. SJG’s "Deferred Gas Costs - Net" are in an under-recovered position, resulting in a regulatory asset as of both September 30, 2022 and December 31, 2021. The decrease in this asset is primarily due to the recoveries from customers exceeding the actual gas commodity costs and changes in valuations of hedged natural gas positions. ETG's Deferred Gas Costs-Net are in an over-recovered position, resulting in a regulatory liability as of September 30, 2022 and December 31, 2021, see the Regulatory Liabilities table below.

CIP RECEIVABLE - The CIP tracking mechanism at SJG and ETG adjusts earnings when the actual usage per customer experienced during the period varies from an established baseline usage per customer. For SJG, actual usage per customer was more than the established baseline during the first nine months of 2022, resulting in a reduction of the regulatory asset at September 30, 2022 as compared to December 31, 2021. For ETG, actual usage per customer was less than the established baseline during the first nine months of 2022, resulting in an increase of the regulatory asset at September 30, 2022. As noted in Note 7, ETG began recovering against the CIP deferred regulatory asset on October 1, 2022.

DEFERRED INTEREST RATE CONTRACTS - These amounts represent the net unrealized gains or losses of interest rate derivatives as discussed further in Note 12.

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EET/EEP - The EET/EEP Regulatory Assets of SJG and ETG increased from December 31, 2021 to September 30, 2022 primarily due to expenditures in excess of recoveries as well as investments in the new EEP.

WNC - The tariffs for ETG included a weather normalization clause that reduced customer bills when weather was colder than normal and increased customer bills when weather was warmer than normal. The WNC deferral ended May 31, 2021 and was replaced by the CIP effective July 1, 2021. As such, the WNC program is no longer active. The remaining under-recovered WNC deferral balance is inconsequential and is presented with the CIP.

DEFERRED COVID-19 COSTS - On July 2, 2020, the BPU issued an Order authorizing New Jersey's regulated utilities to create a COVID-19-related regulatory asset by deferring on their books and records the prudently incurred incremental costs related to COVID-19 beginning on March 9, 2020 and continuing through September 30, 2021, or 60 days after the termination of the public health emergency, whichever is later. On September 14, 2021, the BPU extended this period to December 31, 2022. The Company is required to file quarterly reports with the BPU, along with a petition of recovery of such incremental costs with the BPU by December 31, 2022 or within 60 days of the close of the tracking period, whichever is later. The deferred balance is principally related to expected credit losses from uncollectibles as a result of the COVID-19 pandemic, specifically related to changes in payment patterns observed to date and consideration of macroeconomic factors. We have deemed these costs to be probable of recovery. As of September 30, 2022 and December 31, 2021, ETG deferred $11.6 million and $10.2 million, respectively, and SJG deferred $7.8 million and $7.7 million, respectively, principally related to changes in payment patterns observed to date and consideration of macroeconomic factors. The Utilities continued the suspension of disconnects for nonpayment by our customers, based on an executive order issued by the Governor of New Jersey in 2020, in which water, gas and electricity providers were barred from cutting services to New Jersey residents. On June 14, 2021, the Governor ended the shutoff moratorium effective July 1, 2021, but established a grace period that ran through the end of 2021. In December 2021, the Governor extended this grace period to March 15, 2022. During the grace period, disconnections for residential customers for nonpayment were prohibited, and low and moderate income households had until March 15, 2022 to work out how to pay back any outstanding bills. On March 25, 2022, the BPU approved an order which amended the existing customer bill of rights. These amendments require the Company to continue service for customers who submitted an application for State-administered utility assistance programs prior to June 15, 2022. The Company is required to continue service through the date that the application is either approved or rejected by the respective State agency.

OTHER REGULATORY ASSETS - The Other Regulatory Asset balance decreased from December 31, 2021 to September 30, 2022 primarily due to the write-off of an ETG regulatory asset which consisted of certain non-functioning property, plant, and equipment costs which was determined to no longer be probable of recovery (see Note 1).

The Utilities' Regulatory Liabilities as of September 30, 2022 and December 31, 2021 consisted of the following items (in thousands):


	September 30, 2022
	SJG		ETG		Total SJI
Excess Plant Removal Costs	$	12,947	$	35,221	$	48,168
Excess Deferred Taxes	193,830		108,790		302,620
Deferred Gas Costs - Net	—		52,535		52,535


Other Regulatory Liabilities	3,549		1,727		5,276
Total Regulatory Liabilities	$	210,326	$	198,273	$	408,599


	December 31, 2021
	SJG		ETG		Total SJI
Excess Plant Removal Costs	$	12,125	$	33,988	$	46,113
Excess Deferred Taxes	206,902		111,003		317,905
Deferred Gas Costs - Net	—		28,842		28,842


Other Regulatory Liabilities	3,384		2,707		6,091

Total Regulatory Liabilities	$	222,411	$	176,540	$	398,951

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EXCESS DEFERRED TAXES - This liability is recognized as a result of Tax Reform enacted into law on December 22, 2017. The decrease in this regulatory liability from December 31, 2021 to September 30, 2022 is related to excess tax amounts returned to customers through customer billings. See Note 10 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

DEFERRED GAS COSTS - NET - Over/under collections of gas costs are monitored through ETG's BGSS mechanism. Net under collected gas costs are classified as a regulatory asset and net over collected gas costs are classified as a regulatory liability. Derivative contracts used to hedge natural gas purchase are also included in the BGSS, subject to BPU approval. The increase from December 31, 2021 to September 30, 2022 is primarily due to the change in the value of the energy related derivative contracts along with the recoveries from customers exceeding the actual gas commodity costs.

9. PENSION AND OTHER POSTRETIREMENT BENEFITS:

For the three and nine months ended September 30, 2022 and 2021, net periodic benefit cost related to the SJI employee and officer pension and other postretirement benefit plans consisted of the following components (in thousands):


	Pension Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Service Cost	$	1,241	$	1,519	$	3,880	$	4,701
Interest Cost	3,681		3,404		10,510		9,876
Expected Return on Plan Assets	(5,736)		(6,154)		(18,137)		(17,821)
Amortizations:
Prior Service Cost	17		25		53		73
Actuarial Loss	2,014		3,325		5,691		9,713
Net Periodic Benefit Cost	1,217		2,119		1,997		6,542
Settlement Cost	202		—		202		—
Capitalized Benefit Cost	(409)		(577)		(1,405)		(1,708)
Deferred Benefit Cost (Credit)	8		(339)		677		(971)
Total Net Periodic Benefit Expense	$	1,018	$	1,203	$	1,471	$	3,863


	Other Postretirement Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Service Cost	$	154	$	212	$	499	$	638
Interest Cost	494		475		1,499		1,424
Expected Return on Plan Assets	(1,692)		(1,436)		(5,075)		(4,308)
Amortizations:
Prior Service Cost	(156)		(156)		(468)		(468)
Actuarial Loss	25		273		94		817
Net Periodic Benefit Cost	(1,175)		(632)		(3,451)		(1,897)
Capitalized Benefit Cost	(49)		(108)		(169)		(320)
Deferred Benefit Cost	355		337		1,420		1,010
Total Net Periodic Benefit Expense	$	(869)	$	(403)	$	(2,200)	$	(1,207)

The Pension Benefits Net Periodic Benefit Cost incurred by SJG was approximately $0.4 million and $1.6 million of the totals presented in the table above for the three months ended September 30, 2022 and 2021, respectively, and $0.6 million and $4.7 million of the totals presented in the table above for the nine months ended September 30, 2022 and 2021, respectively. The weighted average expected long term rate of return on plan assets used to determine the net benefit cost was 7.25%.

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The Other Postretirement Benefits Net Periodic Benefit Cost incurred by SJG was approximately $(0.6) million of the totals presented in the table above for both the three months ended September 30, 2022 and 2021,, and $(2.8) million and $(1.6) million of the totals presented in the table above for the nine months ended September 30, 2022 and 2021, respectively. The weighted average expected long term rate of return on plan assets used to determine the net benefit cost was 6.75%.

Capitalized benefit costs reflected in the table above relate to the Utilities' construction programs.

No contributions were made to the pension plans by either SJI or SJG during the nine months ended September 30, 2022 or 2021. Future pension contributions by SJI cannot be determined at this time. Payments related to the unfunded SERP for SJG are expected to be approximately $3.9 million in 2022.

See Note 12 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021 for additional information related to SJI’s and SJG's pension and other postretirement benefits.

10. LINES OF CREDIT & SHORT-TERM BORROWINGS:

Credit facilities and available liquidity as of September 30, 2022 were as follows (in thousands):


Company	Total Facility		Usage			Available Liquidity		Expiration Date
SJI:
SJI Syndicated Revolving Credit Facility	$	500,000	$	7,100	(A)	$	492,900	September 2026




SJG:
Commercial Paper Program/Revolving Credit Facility	250,000		97,300		(B)	152,700		September 2026

ETG:
ETG Revolving Credit Facility	250,000		107,800		(C)	142,200		September 2026

Total	$	1,000,000	$	212,200		$	787,800

(A) Includes letters of credit outstanding in the amount of $7.1 million, which is used for various construction and operating activities.

(B) Includes letters of credit outstanding in the amount of $1.9 million, which supports the remediation of environmental conditions at certain locations in SJG's service territory.

For SJI and SJG, the amount of usage shown in the table above, less the letters of credit noted in (A)-(C) for SJI and (B) for SJG above, equals the amounts recorded as Notes Payable on the respective condensed consolidated balance sheets as of September 30, 2022.

SJI, SJG and ETG (collectively, the "Borrowers") have an unsecured, five-year master revolving credit facility (the "Credit Facility") with a syndicate of banks, which expires on September 1, 2026, unless earlier terminated or extended in accordance with its terms. There have been no significant changes to the nature or balances of this Credit Facility, except for the usage shown in the table above, since December 31, 2021, which are described in Note 13 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no significant changes to the nature or balances of SJG's commercial paper program since December 31, 2021, which are described in Note 13 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

Although there can be no assurance, management believes that actions presently being taken to pay off or refinance the short-term debt and borrowings that are due within the next year will be successful, as the Company has been successful in refinancing debt in the past. No adjustments have been made to the financial statements to account for this uncertainty.

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SJI, SJG and ETG were all in compliance with the financial covenants in their respective borrowing arrangements described herein and in Note 14 as of September 30, 2022.

The consummation of the Merger would constitute a "Change in Control" under the Revolving Credit Facility, and, as such, would create an event of default, resulting in amounts outstanding being payable. The Parent has entered into a five-year revolving credit agreement with a syndicate of lenders, with the expectation that upon consummation of the Merger, each of SJI, SJG and ETG will sign joinders to that new credit agreement and become borrowers thereunder with available credit and other terms similar to the Revolving Credit Agreement, however it could result in additional interest to be paid. At such time, the Revolving Credit Agreement would be terminated.

The weighted average interest rate on these borrowings, which changes daily, were as follows:


	September 30, 2022		September 30, 2021
Weighted average interest rate on borrowings:
SJI (inclusive of SJG, ETG and SJIU)	3.90	%	0.69	%
SJG	1.42	%	0.18	%

Average borrowings and maximum amounts outstanding on these facilities were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Average borrowings outstanding, not including LOC:
SJI (inclusive of all subsidiaries' facilities)	$	249,350	$	83,500	$	209,811	$	169,000
SJG	$	40,150	$	47,000	$	35,644	$	24,200

Maximum amounts outstanding, not including LOC:
SJI (inclusive of all subsidiaries' facilities)	$	366,800	$	159,800	$	375,300	$	452,900
SJG	$	110,300	$	87,300	$	110,300	$	87,300

11. COMMITMENTS AND CONTINGENCIES:

Except as described below, there have been no significant changes to the Company's commitments and contingencies since December 31, 2021, which are described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

GAS SUPPLY CONTRACTS - SJG has certain commitments for both pipeline capacity and gas supply for which SJG pays fees regardless of usage. Those commitments, as of September 30, 2022, averaged $101.0 million annually and totaled $458.7 million over the contracts’ lives; the increase since December 31, 2021 is due to two executed contracts in the first quarter of 2022 with Adelphia and Columbia pipelines and extension of the existing firm capacity contracts with Columbia pipelines during the second quarter 2022. Approximately 53% of the financial commitments under these contracts expire during the next five years. SJG expects to renew each of these contracts under renewal provisions as provided in each contract. SJG recovers all such prudently incurred fees through rates via the BGSS.

GUARANTEES — As of September 30, 2022, SJI had issued $11.5 million of parental guarantees on behalf of EnergyMark, an unconsolidated subsidiary. These guarantees generally expire within one year and were issued to enable the subsidiary to market retail natural gas.

AFFILIATE LOANS - SJI has provided $93.4 million and $62.6 million in capital contribution loans to REV, which are recorded in Notes Receivable - Affiliates on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively (see Note 3). The amount of capital contribution loans may be amended upward from time to time at the sole discretion of SJI.

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COLLECTIVE BARGAINING AGREEMENTS — SJI and its subsidiaries employed 1,163 and 1,173 employees as of September 30, 2022 and December 31, 2021, respectively. SJG employed 422 and 432 employees as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, 286 of the total number of employees were represented by labor unions at SJG, and 211 were represented by a labor union at ETG. As of December 31, 2021, 289 of the total number of employees were represented by labor unions at SJG, and 233 were represented by a labor union at ETG. Collective bargaining agreements with unions that represent SJG employees include agreements with IBEW Local 1293, which was finalized in February 2022 and now runs through February 2025, and with IAM Local 76 which runs through August 2025. A collective bargaining agreement with UWUA Local 424 that represents unionized ETG employees was renegotiated and now runs through October 2024. The labor agreements cover wage increases, health and welfare benefits, paid time off programs, and other benefits. At ETG, 47 current employees voted to certify as a new bargaining unit effective November 23, 2021, for which SJI is actively negotiating a new collective bargaining agreement.

CONVERTIBLE UNITS - See Notes 6 and 15 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the issuances of convertible units and the respective obligations.

LITIGATION — SJI and SJG are subject to claims, actions and other legal proceedings arising in the ordinary course of business. Neither SJI nor SJG can make any assurance as to the outcome of any of these actions but, based on an analysis of these claims and consultation with outside counsel, we do not believe that any of these claims, other than described below, would be reasonably likely to have a material impact on the business or financial statements of SJI or SJG. Liabilities related to claims are accrued when the amount or range of amounts of probable settlement costs or other charges for these claims can be reasonably estimated.

In August 2018, the State of New Jersey filed a civil enforcement action in the New Jersey Superior Court, Atlantic County, against SJG and several other current and former owners of certain property in Atlantic City, NJ alleging damage to the State's natural resources and seeking payment for damages to those natural resources, where SJG and its predecessors previously operated a manufactured gas plant. Assessment of the nature and extent of the alleged damages requires substantial analysis from multiple experts. To date, discovery has not yet taken place and there is limited precedent on a number of the legal matters involved. As a result, SJG is currently evaluating the merits of the State of New Jersey’s allegations. All parties have agreed to and begun mediation efforts. SJG intends to vigorously defend itself in this matter, however, an adverse outcome in the litigation could have a material impact on SJI's and SJG's results of operations, financial condition and liquidity. SJG has recorded a liability based on its best-estimate of the probable outcome of this matter as of September 30, 2022. This manufactured gas plant site has been fully remediated as discussed under "Environmental Remediation Costs" below.

In connection with the Merger Agreement and the transactions contemplated thereby, eight purported Company shareholders filed lawsuits under federal securities laws, five in the United States District Court for the Southern District of New York, one in the United States District Court for the Eastern District of New York, one in the United States District Court for the District of New Jersey and one in the United States District Court for the Eastern District of Pennsylvania, challenging the adequacy of the disclosures made in the preliminary proxy statement filed by the Company with the SEC on March 30, 2022. These cases are captioned Stein v. South Jersey Industries, et al., Case No. 1:22-cv-02647, Finger v. South Jersey Industries, et al., Case No. 1:22-cv-03226, Kaufmann v. South Jersey Industries, et al., Case No. 1:22-cv-03255, Hopkins v. South Jersey Industries, et al., Case No. 1:22-cv-01972, Przyborowski v. South Jersey Industries, et al., Case No. 1:22-cv-02202, Justice v. South Jersey Industries, et al., Case No. 2:22-cv-01495, Brining v. South Jersey Industries, et. al., Case No. 1:22-cv-03384, and Jones v. South Jersey Industries, et. al., Case No. 1:22-cv-03424, respectively. The Complaints generally alleged that the preliminary proxy statement filed by the Company with the SEC on March 30, 2022 misrepresented and/or omitted certain purportedly material information relating to the Company’s financial projections and the analyses performed for the Board in connection with the Merger Agreement. The Complaints asserted violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against the Company and the members of its Board. The Complaints sought, among other things, an injunction enjoining the shareholder vote on the Merger and the consummation of the Merger unless and until certain additional information was disclosed to Company shareholders, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the court may have deemed just and proper. In response to these lawsuits, on May 3, 2022, the Company filed additional proxy soliciting materials related to the Merger. The plaintiffs have subsequently dismissed these claims without prejudice.

SJI has accrued approximately $18.1 million and $11.3 million related to all claims in the aggregate as of September 30, 2022 and December 31, 2021, respectively, of which SJG has accrued approximately $17.5 million and $10.0 million as of September 30, 2022 and December 31, 2021, respectively.

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ENVIRONMENTAL REMEDIATION COSTS — Except as noted under "Litigation" above, there have been no significant changes to the status of SJI’s environmental remediation efforts since December 31, 2021, as described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

12. DERIVATIVE INSTRUMENTS:

Certain SJI subsidiaries, including SJG, are involved in buying, selling, transporting and storing natural gas, and buying and selling retail electricity for their own accounts as well as managing these activities for third parties. These subsidiaries are subject to market risk on expected future purchases and sales due to commodity price fluctuations. Management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in identifying, assessing and controlling various risks. Management reviews any open positions in accordance with strict policies to limit exposure to market risk. These derivative instruments include forward contracts, swap agreements, options contracts and futures contracts.

As of September 30, 2022, SJI and SJG had outstanding derivative contracts as follows:


	SJI Consolidated	SJG
Derivative contracts intended to limit exposure to market risk to:
Expected future purchases of natural gas (in MMdts)	77.9	12.7
Expected future sales of natural gas (in MMdts)	72.1	0.4



Basis and Index related net purchase contracts (in MMdts)	73.4	7.0

The expected future purchases and sales of electricity are not material.

These contracts, which have not been designated as hedging instruments under GAAP, are measured at fair value and recorded in Derivatives - Energy Related Assets or Derivatives - Energy Related Liabilities on the condensed consolidated balance sheets of SJI and SJG. For SJRG contracts, the net unrealized pre-tax gains (losses) for these energy-related commodity contracts are included with realized gains (losses) in Operating Revenues – Nonutility on the condensed consolidated statements of (loss)/income for SJI. These unrealized pre-tax gains (losses) were $11.3 million and $(19.8) million for the three months ended September 30, 2022 and 2021, respectively, and $(43.9) million and $(35.1) million for the nine months ended September 30, 2022 and 2021, respectively. For ETG's and SJG's contracts, the costs or benefits are recoverable through the BGSS clause, subject to BPU approval. As a result, the net unrealized pre-tax gains (losses) for SJG and ETG energy-related commodity contracts are included with realized gains and losses in Regulatory Assets or Regulatory Liabilities on the condensed consolidated balance sheets of SJI (ETG and SJG) and SJG. As of September 30, 2022 and December 31, 2021, SJI had $59.9 million and $22.1 million, respectively, and SJG had $24.0 million and $7.1 million, respectively, of net unrealized gains included in its BGSS related to energy-related commodity contracts.

SJG has interest rate derivatives to mitigate exposure to increasing interest rates and the impact of those rates on cash flows of variable-rate debt. These interest rate derivatives are measured at fair value and recorded in Derivatives - Other on the condensed consolidated balance sheets. The fair value represents the amount SJG would have to pay the counterparty to terminate these contracts as of those dates.

As of September 30, 2022, SJG’s active interest rate swaps were as follows:


Notional Amount		Fixed Interest Rate	Start Date	Maturity
$	12,500,000	3.530%	12/1/2006	2/1/2036
$	12,500,000	3.430%	12/1/2006	2/1/2036

For the unrealized gains and losses on interest rate derivatives at SJG, management believes that, subject to BPU approval, the market value upon termination can be recovered in rates and, therefore, these unrealized gains (losses) have been included in Other Regulatory Assets in the condensed consolidated balance sheets.

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The fair values of all derivative instruments, as reflected in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, are as follows (in thousands):


SJI (includes SJG and all other consolidated subsidiaries):
Derivatives not designated as hedging instruments under GAAP	September 30, 2022				December 31, 2021
	Assets		Liabilities		Assets		Liabilities
Energy-related commodity contracts:
Derivatives - Energy Related - Current	$	187,126	$	159,805	$	95,041	$	60,002
Derivatives - Energy Related - Non-Current	52,461		39,359		22,488		16,079
Interest rate contracts:
Derivatives - Other - Current	—		215		—		568
Derivatives - Other - Noncurrent	—		2,646		—		7,432
Total Derivatives	$	239,587	$	202,025	$	117,529	$	84,081


SJG:
Derivatives not designated as hedging instruments under GAAP	September 30, 2022				December 31, 2021
	Assets		Liabilities		Assets		Liabilities
Energy-related commodity contracts:
Derivatives – Energy Related – Current	$	33,317	$	9,547	$	9,396	$	2,520
Derivatives – Energy Related – Non-Current	652		425		507		324
Interest rate contracts:
Derivatives – Other - Current	—		215		—		568
Derivatives – Other - Noncurrent	—		2,646		—		7,432
Total Derivatives	$	33,969	$	12,833	$	9,903	$	10,844

SJI and SJG enter into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. These derivatives are presented at gross fair values on the condensed consolidated balance sheets.

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Information related to these offsetting arrangements were as follows (in thousands):


As of September 30, 2022
Description	Gross amounts of recognized assets/liabilities		Gross amount offset in the balance sheet		Net amounts of assets/liabilities in balance sheet		Gross amounts not offset in the balance sheet					Net amount
							Financial Instruments			Cash Collateral Posted/(Received)
SJI (includes SJG and all other consolidated subsidiaries):
Derivatives - Energy Related Assets	$	239,587	$	—	$	239,587	$	(128,106)	(A)	$	(28,918)	$	82,563
Derivatives - Energy Related Liabilities	$	(199,164)	$	—	$	(199,164)	$	128,106	(B)	$	—	$	(71,058)
Derivatives - Other	$	(2,861)	$	—	$	(2,861)	$	—		$	—	$	(2,861)
SJG:
Derivatives - Energy Related Assets	$	33,969	$	—	$	33,969	$	(4,620)	(A)	$	—	$	29,349
Derivatives - Energy Related Liabilities	$	(9,972)	$	—	$	(9,972)	$	4,620	(B)	$	—	$	(5,352)
Derivatives - Other	$	(2,861)	$	—	$	(2,861)	$	—		$	—	$	(2,861)


As of December 31, 2021
Description	Gross amounts of recognized assets/liabilities		Gross amount offset in the balance sheet		Net amounts of assets/liabilities in balance sheet		Gross amounts not offset in the balance sheet					Net amount
							Financial Instruments			Cash Collateral Posted/(Received)
SJI (includes SJG and all other consolidated subsidiaries):
Derivatives - Energy Related Assets	$	117,529	$	—	$	117,529	$	(57,804)	(A)	$	(32,782)	$	26,943
Derivatives - Energy Related Liabilities	$	(76,081)	$	—	$	(76,081)	$	57,804	(B)	$	—	$	(18,277)
Derivatives - Other	$	(8,000)	$	—	$	(8,000)	$	—		$	—	$	(8,000)
SJG:
Derivatives - Energy Related Assets	$	9,903	$	—	$	9,903	$	(1,780)	(A)	$	—	$	8,123
Derivatives - Energy Related Liabilities	$	(2,844)	$	—	$	(2,844)	$	1,780	(B)	$	—	$	(1,064)
Derivatives - Other	$	(8,000)	$	—	$	(8,000)	$	—		$	—	$	(8,000)

(A) The balances at September 30, 2022 and December 31, 2021 were related to derivative liabilities which can be net settled against derivative assets.

(B) The balances at September 30, 2022 and December 31, 2021 were related to derivative assets which can be net settled against derivative liabilities.

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The effect of derivative instruments on the condensed consolidated statements of income are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives Previously in Cash Flow Hedging Relationships under GAAP	2022		2021		2022		2021
SJI (includes SJG and all other consolidated subsidiaries):
Interest Rate Contracts:
Losses reclassified from AOCL into income (a)	$	(11)	$	(12)	$	(35)	$	(35)

SJG:
Interest Rate Contracts:
Losses reclassified from AOCL into income (a)	$	(11)	$	(12)	$	(35)	$	(35)

(a) Included in Interest Charges


	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives Not Designated as Hedging Instruments under GAAP	2022		2021		2022		2021
SJI (no balances for the Utilities; includes all other consolidated subsidiaries):
Gains (Losses) on energy-related commodity contracts (a)	$	11,319	$	(19,815)	$	(43,872)	$	(35,089)

(a) Included in Operating Revenues - Nonutility

Certain of SJI’s derivative instruments contain provisions that require immediate payment or demand immediate and ongoing collateralization on derivative instruments in net liability positions in the event of a material adverse change in the credit standing of SJI. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on September 30, 2022 is not material. The amount SJI would have been required to pay to settle the instruments immediately or post collateral to its counterparties if the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2022 after offsetting asset positions with the same counterparties under master netting arrangements, is also not material.

13. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:

GAAP establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The levels of the hierarchy are described below:

•Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.

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For financial assets and financial liabilities measured at fair value on a recurring basis, information about the fair value measurements for each major category is as follows (in thousands):


As of September 30, 2022	Total		Level 1		Level 2		Level 3
SJI (includes SJG and all other consolidated subsidiaries):
Assets
Available-for-Sale Securities (A)	$	37	$	37	$	—	$	—
Derivatives – Energy Related Assets (B)	239,587		110,170		103,206		26,211
	$	239,624	$	110,207	$	103,206	$	26,211
SJG:
Assets
Derivatives – Energy Related Assets (B)	$	33,969	$	13,145	$	9	$	20,815
	$	33,969	$	13,145	$	9	$	20,815
SJI (includes SJG and all other consolidated subsidiaries):
Liabilities
Derivatives – Energy Related Liabilities (B)	$	199,164	$	19,668	$	150,832	$	28,664
Derivatives – Other (C)	2,861		—		2,861		—
	$	202,025	$	19,668	$	153,693	$	28,664
SJG:
Liabilities
Derivatives – Energy Related Liabilities (B)	$	9,972	$	4,620	$	5,352	$	—
Derivatives – Other (C)	2,861		—		2,861		—
	$	12,833	$	4,620	$	8,213	$	—


As of December 31, 2021	Total		Level 1		Level 2		Level 3
SJI (includes SJG and all other consolidated subsidiaries):
Assets
Available-for-Sale Securities (A)	$	37	$	37	$	—	$	—
Derivatives – Energy Related Assets (B)	117,529		56,260		52,277		8,992
	$	117,566	$	56,297	$	52,277	$	8,992
SJG:
Assets
Derivatives – Energy Related Assets (B)	$	9,903	$	4,648	$	1,617	$	3,638
	$	9,903	$	4,648	$	1,617	$	3,638

SJI (includes SJG and all other consolidated subsidiaries):
Liabilities
Derivatives – Energy Related Liabilities (B)	$	76,081	$	21,879	$	45,890	$	8,312
Derivatives – Other (C)	8,000		—		8,000		—
	$	84,081	$	21,879	$	53,890	$	8,312
SJG:
Liabilities
Derivatives – Energy Related Liabilities (B)	$	2,844	$	1,780	$	1,064	$	—
Derivatives – Other (C)	8,000		—		8,000		—
	$	10,844	$	1,780	$	9,064	$	—

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Counterparty credit risk and the credit risk of SJI are incorporated and considered in the valuation of all derivative instruments as appropriate. The effect of counterparty credit risk and the credit risk of SJI on the derivative valuations is not significant.

(A) Available-for-Sale Securities include securities that are traded in active markets and securities that are not traded publicly. The securities traded in active markets are valued using the quoted principal market close prices that are provided by the trustees and are categorized in Level 1 in the fair value hierarchy.

(B) Derivatives – Energy Related Assets and Liabilities are traded in both exchange-based and non-exchange-based markets. Exchange-based contracts are valued using unadjusted quoted market sources in active markets and are categorized in Level 1 in the fair value hierarchy. Certain non-exchange-based contracts are valued using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask mid-point prices and are obtained from sources that management believes provide the most liquid market. Management reviews and corroborates the price quotations with at least one additional source to ensure the prices are observable market information, which includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. For non-exchange-based derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs. In instances where observable data is unavailable, management considers the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 in the fair value hierarchy as the model inputs generally are not observable.

Management uses the discounted cash flow model to value Level 3 physical and financial forward contracts, which calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. Inputs to the valuation model are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third party pricing sources. The validity of the mark-to-market valuations and changes in these values from period to period are examined and qualified against historical expectations by the risk management function. If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.

(C) Derivatives – Derivative instruments that are used to limit our exposure to changes in interest rates on variable-rate, long-term debt are valued using quoted prices on commonly quoted intervals, which are interpolated for periods different than the quoted intervals, as inputs to a market valuation model. Market inputs can generally be verified and model selection does not involve significant management judgment, as a result, these instruments are categorized in Level 2 in the fair value hierarchy.

The following table provides quantitative information regarding significant unobservable inputs in Level 3 fair value measurements (in thousands, except for ranges):

SJI (includes SJG and all other consolidated subsidiaries):

Type

Fair Value at September 30, 2022

Valuation Technique

Significant Unobservable Input

Range
[Weighted Average]

Assets

Liabilities

Forward Contract - Natural Gas

$26,211

$28,664

Discounted Cash Flow

Forward price (per dt)

$2.62 - $18.03 [$6.50]

(A)

Type

Fair Value at December 31, 2021

Valuation Technique

Significant Unobservable Input

Range
[Weighted Average]

Assets

Liabilities

Forward Contract - Natural Gas

$8,916

$8,107

Discounted Cash Flow

Forward price (per dt)

$1.77 - $8.30 [$3.73]

(A)

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SJG:

Type

Fair Value at September 30, 2022

Valuation Technique

Significant Unobservable Input

Range
[Weighted Average]

Assets

Liabilities

Forward Contract - Natural Gas

20,815

Discounted Cash Flow

Forward price (per dt)

$4.47 - $15.55 [$9.89]

(A)

Type

Fair Value at December 31, 2021

Valuation Technique

Significant Unobservable Input

Range
[Weighted Average]

Assets

Liabilities

Forward Contract - Natural Gas

3,638

—

Discounted Cash Flow

Forward price (per dt)

$3.75 - $5.66 [$4.94]

(A)

(A) Represents the range, along with the weighted average, of forward prices for the sale and purchase of natural gas.

(B) Represents the range, along with the weighted average, of the percentage of contracted usage that is loaded during on-peak hours versus off-peak.

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The changes in fair value measurements of Derivatives – Energy Related Assets and Liabilities, using significant unobservable inputs (Level 3), are as follows (in thousands):



	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
SJI (includes SJG and all other consolidated subsidiaries):
Balance at beginning of period	$	1,364	$	680
Other Changes in Fair Value from Continuing and New Contracts, Net	(2,786)		1,667
Settlements	(1,031)		(4,800)

Balance at end of period	$	(2,453)	$	(2,453)

SJG:
Balance at beginning of period	$	22,215	$	3,638
Other Changes in Fair Value from Continuing and New Contracts, Net	(1,400)		20,815
Settlements	—		(3,638)

Balance at end of period	$	20,815	$	20,815


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
SJI (includes SJG and all other consolidated subsidiaries):
Balance at beginning of period	$	4,956	$	11,006
Other Changes in Fair Value from Continuing and New Contracts, Net	(13,860)		(12,547)
Settlements	(1,222)		(8,585)

Balance at end of period	$	(10,126)	$	(10,126)

SJG:
Balance at beginning of period	$	4,721	$	3,385
Other Changes in Fair Value from Continuing and New Contracts, Net	2,396		7,117
Settlements	—		(3,385)

Balance at end of period	$	7,117	$	7,117

14. LONG-TERM DEBT:

Except as described below, there have been no significant changes to SJI's or SJG's long-term debt since December 31, 2021. See Note 14 to the Consolidated Financial Statements in Item 8 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

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The consummation of the Merger would constitute a "Change in Control" under certain long-term debt agreements of each of SJI, SJG and ETG, and, as such, would provide applicable debt holders the right to have their debt repurchased. The Parent has entered into term-loan credit agreements with a syndicate of lenders intended to fund any such required repurchases. Upon consummation of the Merger, each of SJI, SJG and ETG is expected to sign a joinder to the relevant term-loan agreement to provide it with the funds necessary to make any such debt repurchases, which could result in additional interest to be paid.

In March 2022, SJG repaid $2.5 million of 4.84% MTNs, which are due annually with the final payment due March 2026.

In April 2022, SJG repaid $3.2 million of 3.74% MTNs, which are due annually with the final payment due April 2032.

In June 2022, SJG repaid $7.5 million of 4.93% MTNs, which are due annually with the final payment due June 2026.

In September 2022, SJG repaid $10.0 million of 3.00% MTNs, which are due annually with the final payment due September 2024.

In June 2022, SJI repaid $35.0 million of 3.71% MTNs at maturity.

On July 14, 2022, SJI entered into a Note Purchase Agreement ("July 2022 NPA") that provided for the Company to issue an aggregate of $400.0 million of senior unsecured notes in four series, as follows:

•$100.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022A, due July 14, 2027 (the “Series 2022A Notes”)

•$100.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022B, due July 14, 2029 (the “Series 2022B Notes”)

•$120.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022C, due July 14, 2032 (the “Series 2022C Notes”)

•$80.0 million million aggregate principal amount of the Company’s Senior Notes, Series 2022D, due July 14, 2034 (the “Series 2022D Notes”) and, together with the Series 2022A Notes, the Series 2022B Notes and the Series 2022C Notes, the “Notes.”

The Company issued 50% of each series of Notes on July 14, 2022 (a total of $200.0 million of Notes) as follows:

•$50.0 million aggregate principal amount of Series 2022A Notes at an interest rate of 5.35%

•$50.0 million aggregate principal amount of Series 2022B Notes at an interest rate of 5.44%

•$60.0 million aggregate principal amount of Series 2022C Notes at an interest rate of 5.60%

•$40.0 million aggregate principal amount of Series 2022D Notes at an interest rate of 5.60%.

The Company issued the remaining 50% of each series of Notes on September 15, 2022 (a total of $200.0 million of Notes) as follows:

•$50.0 million aggregate principal amount of Series 2022A Notes at an interest rate of 5.35%

•$50.0 million aggregate principal amount of Series 2022B Notes at an interest rate of 5.44%

•$60.0 million aggregate principal amount of Series 2022C Notes at an interest rate of 5.60%

•$40.0 million aggregate principal amount of Series 2022D Notes at an interest rate of 5.60%.

The Company expects to use the net proceeds of the Series 2022A Notes, the 2022B Notes and the 2022C Notes to fund capital expenditures, to repay indebtedness, and for general corporate purposes. The Company is required to use the net proceeds of the Series 2022D Notes to finance or refinance one or more green investments, as defined in the Note Purchase Agreement.

The July 2022 NPA includes a carve-out for the Merger such that the Change in Control provision in that Merger Agreement will not be triggered by the consummation of the Merger. In addition, in the event of the sale of a Substantial Part (as defined in the Note Purchase Agreement) of the assets of the Company and its subsidiaries, the Company may be required to use a portion of such proceeds to prepay or retire Senior Indebtedness, which term is defined in the Note Purchase Agreement and includes, among other things, the Notes.

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15. REVENUE:

There have been no significant changes to the nature of the Company's revenues or the revenue recognition policies and practices of the Company since December 31, 2021, which are described in Note 19 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

Disaggregated revenues from contracts with customers are disclosed below, by operating segment (in thousands).



	Three Months Ended September 30, 2022
	SJG Utility Operations		ETG Utility Operations		Wholesale Energy Operations		Retail Services		Renewables		Corporate Services and Intersegment		Total
Customer Type:
Residential	$	36,727	$	18,481	$	—	$	530	$	—	$	—	$	55,738
Commercial & Industrial	29,397		20,789		624,866		—		7,409		(8,030)		674,431
OSS & Capacity Release	4,742		—		—		—		—		—		4,742
Other	447		192		—		1,389		—		215		2,243
	$	71,313	$	39,462	$	624,866	$	1,919	$	7,409	$	(7,815)	$	737,154
Product/Service Line:
Gas	$	71,313	$	39,462	$	624,866	$	—	$	—	$	(8,030)	$	727,611
Solar	—		—		—		—		1,158		—		1,158
Fuel Cells	—		—		—		—		6,180		—		6,180
Other	—		—		—		1,919		71		215		2,205
	$	71,313	$	39,462	$	624,866	$	1,919	$	7,409	$	(7,815)	$	737,154


	Nine Months Ended September 30, 2022
	SJG Utility Operations		ETG Utility Operations		Wholesale Energy Operations		Retail Services		Renewables		Corporate Services and Intersegment		Total
Customer Type:
Residential	$	306,124	$	171,765	$	—	$	1,562	$	—	$	—	$	479,451
Commercial & Industrial	143,934		106,880		1,599,474		21		18,321		(19,977)		1,848,653
OSS & Capacity Release	14,166		—		—		—		—		—		14,166
Other	3,568		683		—		4,048		—		—		8,299
	$	467,792	$	279,328	$	1,599,474	$	5,631	$	18,321	$	(19,977)	$	2,350,569
Product/Service Line:
Gas	$	467,792	$	279,328	$	1,599,474	$	—	$	—	$	(19,977)	$	2,326,617
Electric	—		—		—		21		—		—		21
Solar	—		—		—		—		4,195		—		4,195
Fuel Cells	—		—		—		—		13,283		—		13,283
Other	—		—		—		5,610		843		—		6,453
	$	467,792	$	279,328	$	1,599,474	$	5,631	$	18,321	$	(19,977)	$	2,350,569

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	Three Months Ended September 30, 2021
	SJG Utility Operations		ETG Utility Operations		Wholesale Energy Operations		Retail Services		Renewables		Corporate Services and Intersegment		Total
Customer Type:
Residential	$	33,075	$	18,993	$	—	$	488	$	—	$	—	$	52,556
Commercial & Industrial	27,538		18,269		406,985		2,846		7,352		(1,333)		461,657
OSS & Capacity Release	2,504		—		—		—		—		—		2,504
Other	668		376		—		1,502		—		(180)		2,366
	$	63,785	$	37,638	$	406,985	$	4,836	$	7,352	$	(1,513)	$	519,083
Product/Service Line:
Gas	$	63,785	$	37,638	$	406,985	$	—	$	—	$	(1,294)	$	507,114
Electric	—		—		—		2,846		—		(39)		2,807
Solar	—		—		—		—		1,961		—		1,961
Fuel Cells	—		—		—		—		5,063		—		5,063
Landfills	—		—		—		—		328		—		328
Other	—		—		—		1,990		—		(180)		1,810
	$	63,785	$	37,638	$	406,985	$	4,836	$	7,352	$	(1,513)	$	519,083


	Nine Months Ended September 30, 2021
	SJG Utility Operations		ETG Utility Operations		Wholesale Energy Operations		Retail Services		Renewables		Corporate Services and Intersegment		Total
Customer Type:
Residential	$	250,697	$	156,254			$	1,482	$	—	$	—	$	408,433
Commercial & Industrial	119,565		89,464		1,032,181		6,409		17,980		(8,955)		1,256,644
OSS & Capacity Release	7,053		—		—		—		—		—		7,053
Other	2,086		748		—		3,469		—		(385)		5,918
	$	379,401	$	246,466	$	1,032,181	$	11,360	$	17,980	$	(9,340)	$	1,678,048
Product/ Service Line:
Gas	$	379,401	$	246,466	$	1,032,181	$	—	$	—	$	(8,790)	$	1,649,258
Electric	—		—		—		6,409		—		(165)		6,244
Solar	—		—		—		—		4,776		—		4,776
Fuel Cells	—		—		—		—		12,167		—		12,167
Landfills	—		—		—		—		1,037		—		1,037
Other	—		—		—		4,951		—		(385)		4,566
	$	379,401	$	246,466	$	1,032,181	$	11,360	$	17,980	$	(9,340)	$	1,678,048

The SJG balance is a part of the SJG Utility Operations segment, and is before intercompany eliminations with other SJI entities.

Revenues on the condensed consolidated statements of (loss)/income that are not with contracts with customers consist of (a) revenues from alternative revenue programs at the SJG and ETG utility operating segments (primarily CIP and WNC), (b) both utility and nonutility realized revenue from derivative contracts at the SJG and ETG Utility Operations, Wholesale Energy Operations and Retail Services operating segments, and (c) unrealized revenues from derivative contracts at the Wholesale Energy Operations and Retail Services operating segments.

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The Utilities' rate mechanisms that qualify as alternative revenue programs are described in Note 10 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021. Total revenues arising from alternative revenue programs at SJI were $3.5 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, and $(5.6) million and $2.5 million for the nine months ended September 30, 2022 and 2021, respectively. Total revenues arising from alternative revenue programs at SJG were $0.8 million and $1.0 million for the three months ended September 30, 2022 and 2021, respectively, and $(6.0) million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively.

The following table provides information about SJI's and SJG's receivables (excluding SJG receivables from related parties) and unbilled revenue from contracts with customers (in thousands):


	Accounts Receivable (A)		Unbilled Revenue (B)
SJI (including SJG and all other consolidated subsidiaries):
Beginning balance as of January 1, 2022	$	343,835	$	87,357
Ending balance as of September 30, 2022	352,437		22,021
Increase (Decrease)	$	8,602	$	(65,336)

Beginning balance as of January 1, 2021	$	278,723	$	85,423
Ending balance as of September 30, 2021	272,286		26,783
Increase (Decrease)	$	(6,437)	$	(58,640)

SJG:
Beginning balance as of January 1, 2022	$	125,848	$	43,236
Ending balance as of September 30, 2022	99,727		11,258
Increase (Decrease)	$	(26,121)	$	(31,978)

Beginning balance as of January 1, 2021	$	88,657	$	46,837
Ending balance as of September 30, 2021	83,031		8,288
Increase (Decrease)	$	(5,626)	$	(38,549)

(A) A receivable is SJI's and SJG's right to consideration that is unconditional, as only the passage of time is required before payment is expected from the customer.

(B) All unbilled revenue for SJI and SJG arises from contracts with customers. Unbilled revenue relates to SJI's and SJG's right to receive payment for commodity delivered but not yet billed. This represents contract assets that arise from contracts with customers, which is defined in ASC 606 as the right to payment in exchange for goods already transferred to a customer, excluding any amounts presented as a receivable. The unbilled revenue is transferred to accounts receivable when billing occurs and the rights to collection become unconditional.

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16. ACQUISITIONS & BUSINESS COMBINATIONS:

Bronx Midco

Catamaran and a third party formed Bronx Midco, of which Catamaran owns 99%. On June 9, 2021, Bronx Midco purchased a fuel cell project totaling 5 MW in Bronx, New York, which was completed and became operational during the third quarter of 2022. Marina, through its ownership in Catamaran, has a 92% ownership interest in Bronx Midco, and, as a result, Marina consolidates the entity as Marina has the power to direct the activities of the entity that most significantly impact the entity’s economic performance.

ASC Topic 805, “Business Combinations,” states that a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. As the acquisition did not meet the definition of a business combination under ASC 805, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The fuel cell project includes a land lease and working capital.

The total cost of the fuel cell project is $60.1 million, of which the partners have paid $50.8 million as of September 30, 2022; the remaining balance was paid in October 2022. Of this total, Marina invested $46.8 million as of September 30, 2022. To account for the third party partner's interest in Bronx Midco, Marina recorded $4.0 million of NCIs in Total Equity on the condensed consolidated balance sheets as of September 30, 2022. The major depreciable assets of the Bronx Midco fuel cell project are the fuel cell modules, which will be depreciated over their estimated useful lives of 35 years once placed in service. The lease cost associated with the land lease is being recognized on a straight-line basis over the lease term of 35 years.

All assets and financial results of Bronx Midco are included in the Renewables segment. Revenues and expenses incurred in the Company's condensed consolidated statements of (loss)/income in the three and nine months ended September 30, 2022 and 2021 are not material.

Red River

On March 22, 2022, SJI, through its wholly-owned subsidiary SJI RNG Devco, LLC, formed the Red River joint venture with two third party partners, of which SJI RNG Devco, LLC has an 80% ownership interest. Red River was formed for the purpose of building anaerobic digesters on certain dairy farms to produce RNG for injection into natural gas pipelines, and supporting SJI's commitment to decarbonization. In 2022, SJI invested $55.7 million into the Red River joint venture. There has been no other activity among this joint venture as of September 30, 2022.

Notes 1 and 20 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021 describe asset acquisitions and business combinations that occurred in 2021.

17. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS:

GOODWILL - See Note 21 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the Company's goodwill accounting policies and annual impairment test.

The Company determined that, during the three and nine months ended September 30, 2022, there were not indicators of impairment of the goodwill associated with its reporting units, and as such did not perform a quantitative analysis. The qualitative factors analyzed also included macroeconomic conditions related to the COVID-19 pandemic. There were no impairments recorded for the three and nine months ended September 30, 2022 and 2021. Should economic conditions deteriorate in future periods or become depressed for a prolonged period of time, estimates of future cash flows and market valuation assumptions may not be sufficient to support the carrying value, requiring impairment charges in the future.

As of both September 30, 2022 and December 31, 2021, SJI had $707.0 million of goodwill, including $700.2 million in the ETG Utility Operations segment and $6.8 million included in the Retail Services segment.

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IDENTIFIABLE INTANGIBLE ASSETS - The primary identifiable intangible assets of the Company are customer relationships within the Retail Services segment, interconnection and power purchase agreements at Annadale (collectively "Annadale intangible assets"), and an AMA within the ETG Utility Operations segment which expired on March 31, 2022.

Total SJI amortization expense related to identifiable intangible assets was $0.2 million and $1.5 million for the three months ended September 30, 2022 and 2021, respectively, and $2.0 million and $4.4 million for the nine months ended September 30, 2022 and 2021, respectively. No impairment charges were recorded on identifiable intangible assets during the three and nine months ended September 30, 2022 or 2021.

Other than amortization, there were no significant changes to the identifiable intangible assets since December 31, 2021. For more information, see Note 21 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021.

18. SUBSEQUENT EVENTS:

On October 21, 2022, FERC issued an order authorizing its approval of the Merger under Section 203 of the Federal Power Act.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) analyzes the financial condition, results of operations and cash flows of SJI and its subsidiaries. It also includes management’s analysis of past financial results and potential factors that may affect future results, potential future risks and approaches that may be used to manage them. Except where the content clearly indicates otherwise, “SJI,” “we,” “us” or “our” refers to the holding company or the consolidated entity of SJI and all of its subsidiaries.

Management's Discussion is divided into the following two major sections:

•SJI - This section describes the financial condition and results of operations of SJI and its subsidiaries on a consolidated basis. It includes discussions of our regulated operations, including SJG, and our non-regulated operations.

•SJG - This section describes the financial condition and results of operations of SJG, a subsidiary of SJI and separate registrant, which comprises the SJG utility operations segment.

Both sections of Management's Discussion - SJI and SJG - are designed to provide an understanding of each company's respective operations and financial performance and should be read in conjunction with each other as well as in conjunction with the respective company's condensed consolidated financial statements and the combined Notes to Condensed Consolidated Financial Statements in this Quarterly Report as well as SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

Unless otherwise noted, earnings per share amounts are presented on a diluted basis, and are based on weighted average common and common equivalent shares outstanding. SJI's and SJG's operations are seasonal and accordingly, operating results for the interim periods presented are not indicative of the results to be expected for the full fiscal year.

Forward-Looking Statements and Risk Factors — This Quarterly Report, including information incorporated by reference, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, are forward-looking. This Quarterly Report uses words such as "anticipate," "believe," "expect," "estimate," "forecast," "goal," "intend," "objective," "plan," "project," "seek," "strategy," "target," "will" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions on an international, national, state and local level; weather conditions in SJI’s marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in SJI’s distribution system; cybersecurity incidents and related disruptions; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; changes in business strategies; failure to satisfy the conditions to closing of the Merger; the diversion of management time on Merger-related issues; and public health crises and epidemics or pandemics, such as the COVID-19 pandemic.

These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in Part II, Item 1A in this Quarterly Report, and Part I, Item 1A in SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021, as they may be supplemented from time to time by other SEC filings made by SJI or SJG. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made. SJI and SJG undertake no obligation to revise or update any forward-looking statements, whether from new information, future events or otherwise, except as required by law.

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Merger Agreement - On February 23, 2022, SJI announced that it had signed a Merger Agreement with NJ Boardwalk Holdings LLC, a Delaware limited liability company (“Parent”) and Boardwalk Merger Sub, Inc., a New Jersey corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Each of Parent and Merger Sub are affiliates of Infrastructure Investments Fund. Following completion of the transaction, SJI intends to delist its shares from the New York Stock Exchange.

At the effective time of the merger (the “Effective Time”), each share of SJI’s common stock issued and outstanding immediately before the Effective Time will be converted into the right to receive $36.00 in cash, without interest.

The closing of the Merger is subject to customary conditions, including the receipt of regulatory approvals by the BPU.

The Merger Agreement contains certain termination rights, including the right of SJI or Parent to terminate if the Merger is not consummated within twelve months after signing, subject to certain extensions and exceptions. Under the terms of the Merger Agreement, the Company may be required to pay Parent a termination fee of $140.0 million if the Merger Agreement is terminated under certain specified circumstances. The Merger Agreement additionally provides that Parent pay the Company a termination fee of $255.0 million under certain specified circumstances.

COVID-19 - See “Deferred COVID-19 Costs” in Note 8 to the condensed consolidated financial statements for information about regulatory assets recorded as of September 30, 2022 and December 31, 2021 related to incremental costs incurred related to COVID-19. Except as discussed therein, the impact of COVID-19 on the financial results of the Company has not been material for the three and nine months ended September 30, 2022 and 2021, respectively. For additional information related to COVID-19 and its impacts, see the "COVID-19" section of Item 7 "Management Discussion & Analysis of Financial Condition and Results of Operations" of SJI's Annual Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Policies — Estimates and Assumptions — There have been no changes to these estimates and assumptions from SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

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Regulatory Actions — Other than the changes discussed in Note 7 to the condensed consolidated financial statements, there have been no significant regulatory actions since those discussed in Note 10 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2021.

New Accounting Pronouncements — See discussions concerning New Accounting Pronouncements and their impact on SJI and SJG in Note 1 to the condensed consolidated financial statements.

Operating Segments:

The operating segments reflect the financial information regularly evaluated by the CODM, which for SJI is the Company's Chief Executive Officer. The operating segments are as follows:

•SJG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in southern New Jersey.

•ETG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in northern and central New Jersey.

•Wholesale energy operations include the activities of SJRG and SJEX.

•Retail services operations includes the activities of SJE, SJESP and SJEI, as well as our equity interest in Millennium.

•Renewables consists of:

◦The Catamaran joint venture, which owns Annadale and Bronx Midco, along with a solar project in Massachusetts.

◦Solar-generation sites located in New Jersey.

◦The activities of ACLE, BCLE, SCLE and SXLE, which have all ceased operations.

•Decarbonization consists of

•Midstream invests in infrastructure and other midstream projects, including an investment in PennEast for which development ceased in September 2021.

•Corporate & Services segment includes costs related to financing, acquisitions and divestitures, and other unallocated costs.

•Intersegment represents intercompany transactions among the above SJI consolidated entities.

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SOUTH JERSEY INDUSTRIES, INC.

RESULTS OF OPERATIONS:

Summary:

SJI's net income for the three months ended September 30, 2022 decreased $11.9 million to a net loss of $37.9 million compared with the same period in 2021. SJI's income from continuing operations for the three months ended September 30, 2022 decreased $11.9 million to a loss of $37.8 million compared with the same period in 2021. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):

•The income contribution from the gas utility operations at ETG for the three months ended September 30, 2022 decreased $14.7 million to a loss of $16.4 million compared with the same period in 2021 primarily due to a gain recorded during the third quarter of 2021 from a UTUA settlement agreement with the New Jersey Division of Taxation that did not recur in 2022, along with a write-off of a regulatory asset in 2022 which consisted of certain property, plant and equipment determined to be no longer probable of recovery (see Note 1 to the condensed consolidated financial statements).

•The income contribution from the renewables operating segment for the three months ended September 30, 2022 decreased $4.0 million to a loss of $1.1 million compared with the same period in 2021 primarily due to the timing of ITCs recorded on fuel cell and solar projects (see Note 1 to the condensed consolidated financial statements). and an impairment charge taken at Energenic (see Note 3 to the condensed consolidated financial statements).

•The income contribution from the decarbonization segment for the three months ended September 30, 2022 decreased $1.5 million to a loss of $1.0 million compared with the same period in 2021 primarily due to losses incurred during the quarter at REV, in which SJI Renewable Energy Ventures, LLC has a 35% equity interest.

•The Corporate & Services segment incurred approximately $1.4 million of costs related to the Merger Agreement that did not occur in the prior year period (see Note 1 to the condensed consolidated financial statements).

•The income contribution from the wholesale energy operating segment for the three months ended September 30, 2022 increased $26.7 million to $15.9 million compared with the same period in 2021 primarily due to the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, along with higher margins from daily energy trading activities during the third quarter of 2022.

•SJI recorded a valuation allowance of $16.8 million related to state deferred taxes for a certain tax filing group, inclusive of net operating loss carryforwards and credits which are expected to expire prior to being fully utilized.

SJI's net income for the nine months ended September 30, 2022 increased $66.6 million to net income of $72.7 million compared with the same period in 2021. SJI's income from continuing operations for the nine months ended September 30, 2022 increased $66.7 million to income of $73.0 million compared with the same period in 2021. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):

•The income contribution from the midstream operating segment for the nine months ended September 30, 2022 increased $87.1 million to $1.7 million compared with the same period in 2021 primarily due to an other-than-temporary impairment charge on the Company's equity method investment in PennEast recorded in the prior period (see Note 3 to the condensed consolidated financial statements).

•The income contribution from the wholesale energy operating segment for the nine months ended September 30, 2022 increased $9.1 million to $6.7 million compared with the same period in 2021 primarily due to higher margins from daily energy trading activities and colder weather experienced in the first quarter of 2022. This was partially offset with the change in unrealized gains and losses recorded on forward financial contracts due to price volatility.

•The income contribution from the renewables operating segment for the nine months ended September 30, 2022 increased $6.1 million to $9.8 million compared with the same period in 2021 primarily due to the timing of ITCs recorded on fuel cell and solar projects (see Note 1 to the condensed consolidated financial statements).

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•The income contribution from the gas utility operations at SJG for the nine months ended September 30, 2022 increased $3.2 million to $85.4 million compared with the same period in 2021, primarily due to the roll-in of infrastructure programs and customer growth.

•The income contribution from the gas utility operations at ETG for the nine months ended September 30, 2022 decreased $14.5 million to $18.8 million compared with the same period in 2021 primarily due to a gain recorded during the third quarter of 2021 from a UTUA settlement agreement with the New Jersey Division of Taxation that did not recur in 2022, along with a write-off of a regulatory asset in 2022 which consisted of certain property, plant and equipment determined to be no longer probable of recovery (see Note 1 to the condensed consolidated financial statements).

•The Corporate & Services segment incurred approximately $4.5 million of costs related to the Merger Agreement that did not occur in the prior year period (see Note 1 to the condensed consolidated financial statements).

•The income contribution from the decarbonization segment for the three months ended September 30, 2022 decreased $3.0 million to a loss of $2.1 million compared with the same period in 2021 primarily due to losses incurred during the quarter at REV, in which SJI Renewable Energy Ventures, LLC has a 35% equity interest.

A significant portion of the volatility in operating results is due to the impact of the accounting methods associated with SJI’s derivative activities. SJI uses derivatives to limit its exposure to market risk on transactions to buy, sell, transport and store natural gas and to buy and sell retail electricity. SJI also previously used derivatives to limit its exposure to increasing interest rates on variable-rate debt.

The types of transactions that typically cause the most significant volatility in operating results are as follows:

•SJRG purchases and holds natural gas in storage and maintains capacity on interstate pipelines to earn profit margins in the future. SJRG utilizes derivatives to mitigate price risk in order to substantially lock-in the profit margin that will ultimately be realized. However, both gas stored in inventory and pipeline capacity are not considered derivatives and are not subject to fair value accounting. Conversely, the derivatives used to reduce the risk associated with a change in the value of inventory and pipeline capacity are accounted for at fair value, with changes in fair value recorded in operating results in the period of change. As a result, earnings are subject to volatility as the market price of derivatives change, even when the underlying hedged value of inventory and pipeline capacity are unchanged. Additionally, volatility in earnings is created when realized gains and losses on derivatives used to mitigate commodity price risk on expected future purchases of gas injected into storage are recognized in earnings when the derivatives settle, but the cost of the related gas in storage is not recognized in earnings until the period of withdrawal. This volatility can be significant from period to period. Over time, gains or losses on the sale of gas in storage, as well as use of capacity, will be offset by losses or gains on the derivatives, resulting in the realization of the profit margin expected when the transactions were initiated.

•In past periods, SJE used forward contracts to mitigate commodity price risk on fixed price electric contracts with customers. In accordance with GAAP, the forward contracts were recorded at fair value, with changes in fair value recorded in earnings in the period of change. SJE no longer has any contracts outstanding as of September 30, 2022.

As a result, management also uses the non-GAAP financial measures of Economic Earnings and Economic Earnings per share when evaluating its results of operations. These non-GAAP financial measures should not be considered as an alternative to GAAP measures, such as net income, operating income, earnings per share from continuing operations or any other GAAP measure of financial performance.

We define Economic Earnings as: Income from Continuing Operations, (i) less the change in unrealized gains and plus the change in unrealized losses on non-utility derivative transactions; (ii) less income and plus losses attributable to noncontrolling interests; and (iii) less the impact of transactions, contractual arrangements or other events where management believes period to period comparisons of SJI's operations could be difficult or potentially confusing. With respect to part (iii) of the definition

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of Economic Earnings, items excluded from Economic Earnings for the three and nine months ended September 30, 2022 and 2021, are described in (A)-(F) in the table below.

Economic Earnings is a significant financial measure used by our management to indicate the amount and timing of income from continuing operations that we expect to earn after taking into account the impact of the items described above. Management uses Economic Earnings to manage its business and to determine such items as incentive/compensation arrangements and allocation of resources. Specifically regarding derivatives, we believe that this financial measure indicates to investors the profitability of the entire derivative-related transaction and not just the portion that is subject to mark-to-market valuation under GAAP. We believe that considering only the change in market value on the derivative side of the transaction can produce a false sense as to the ultimate profitability of the total transaction as no change in value is reflected for the non-derivative portion of the transaction.

Economic Earnings for the three months ended September 30, 2022 decreased $3.6 million to a loss of $22.4 million compared with the same period in 2021. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):

•The Economic Earnings contribution from the renewables operating segment for the three months ended September 30, 2022 decreased $3.2 million to $0.2 million compared with the same period in 2021 primarily due to the timing of ITCs recorded on fuel cell and solar projects (see Note 1 to the condensed consolidated financial statements).

•The Economic Earnings contribution from the gas utility operations at ETG decreased $1.7 million to a loss of $11.2 million primarily due to higher depreciation and operations expenses.

•The Economic Earnings contribution from the wholesale energy operating segment for the three months ended September 30, 2022 increased $4.0 million to $7.7 million compared with the same period in 2021 primarily due to higher margins from daily energy trading activities.

Economic Earnings for the nine months ended September 30, 2022 increased $21.3 million to $133.4 million compared with the same period in 2021. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):

•The Economic Earnings contribution from the wholesale energy operating segment for the nine months ended September 30, 2022 increased $15.4 million to $38.7 million compared with the same period in 2021 primarily due to higher margins from daily energy trading activities along with colder weather experienced in the first quarter of 2022.

•The Economic Earnings contribution from the renewables operating segment for the nine months ended September 30, 2022 increased $8.0 million to $12.0 million compared with the same period in 2021 primarily due to the timing of ITCs recorded on fuel cell and solar projects (see Note 1 to the condensed consolidated financial statements).

•The Economic Earnings contribution from gas utility operations at SJG for the nine months ended September 30, 2022 increased $4.6 million to $86.8 million compared with the same period in 2021 primarily due to the roll-in of infrastructure programs and customer growth.

•The Economic Earnings contribution from the decarbonization segment for the three months ended September 30, 2022 decreased $3.0 million to a loss of $2.1 million compared with the same period in 2021 primarily due to losses incurred during the quarter at REV, in which SJI Renewable Energy Ventures, LLC has a 35% equity interest.

•The Economic Earnings contribution from the midstream operating segment for the nine months ended September 30, 2022 decreased $2.0 million compared with the same period in 2021 primarily due to AFUDC recorded in 2021 that did not occur in 2022 due to the decision to cease further development of the PennEast project (see Note 3 to the condensed consolidated financial statements).

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The following table presents a reconciliation of SJI's income from continuing operations and earnings per share from continuing operations to Economic Earnings and Economic Earnings per share for the three and nine months ended September 30 (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Loss) Income from Continuing Operations	$	(37,771)	$	(25,830)	$	72,965	$	6,308
Minus/Plus:
Unrealized Mark-to-Market (Gains) Losses on Derivatives	(11,319)		19,815		43,872		35,089
Income Attributable to Noncontrolling Interests	(196)		(238)		(491)		(540)
Impairment of Equity Method Investment (A)	1,158		—		1,158		87,370
Impairment of Property, Plant & Equipment (B)	7,217		—		9,114		—
Acquisition/Sale Net Costs (C)	1,248		924		6,401		1,602
Other (D)	—		(10,960)		—		(10,960)
Income Taxes (E)	434		(2,519)		(16,488)		(20,971)
Additional Tax Adjustments (F)	16,821		—		16,821		14,176
Economic Earnings	$	(22,408)	$	(18,808)	$	133,352	$	112,074

Earnings per Share from Continuing Operations	$	(0.31)	$	(0.23)	$	0.59	$	0.06
Minus/Plus:
Unrealized Mark-to-Market (Gains) Losses on Derivatives	(0.09)		0.17		0.36		0.32
Income Attributable to Noncontrolling Interests	(0.01)		—		(0.01)		(0.01)
Impairment of Equity Method Investment (A)	0.01		—		0.01		0.80
Impairment of Property, Plant & Equipment (B)	0.06		—		0.08		—
Acquisition/Sale Net Costs (C)	0.01		0.01		0.05		0.01
Other (D)	—		(0.10)		—		(0.10)
Income Taxes (E)	0.01		(0.02)		(0.14)		(0.19)
Additional Tax Adjustments (F)	0.14		—		0.14		0.13
Economic Earnings per Share	$	(0.18)	$	(0.17)	$	1.08	$	1.02



	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Loss) Income from Continuing Operations	$	(8,057)	$	(7,700)	$	85,426	$	82,231
Minus/Plus:
Impairment of Property, Plant & Equipment (B)	—		—		1,897		—
Income Taxes (E)	—		—		(518)		—
Economic Earnings	$	(8,057)	$	(7,700)	$	86,805	$	82,231

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The reconciliation of derivative instruments not designated as hedging instruments under GAAP in the condensed consolidated statements of income (see Note 12 to the condensed consolidated financial statements), and the Economic Earnings table above, is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total unrealized mark-to-market gains (losses) on derivatives	$	11,319	$	(19,815)	$	(43,872)	$	(35,089)
Income Attributable to Noncontrolling Interests	196		238		491		540
Impairment of Equity Method Investment (A)	(1,158)		—		(1,158)		(87,370)
Impairment of Property, Plant & Equipment (B)	(7,217)		—		(9,114)		—
Acquisition/Sale Net Costs (C)	(1,248)		(924)		(6,401)		(1,602)
Other (D)	—		10,960		—		10,960
Income Taxes (E)	(434)		2,519		16,488		20,971
Additional Tax Adjustments (F)	(16,821)		—		(16,821)		(14,176)
Total reconciling items between income from continuing operations and economic earnings	$	(15,363)	$	(7,022)	$	(60,387)	$	(105,766)

(A) Represents other-than-temporary impairment charges taken on the Company’s equity method investments in Energenic (2022) and PennEast (2021).

(B) Represents charges on property, plant & equipment and on a regulatory asset which consisted of certain property, plant & equipment that were deemed unrecoverable at SJG and ETG, respectively.

(C) In 2022, represents costs incurred related to the Merger Agreement and to finalize the transactions related to acquiring Bronx Midco and solar projects, partially offset with amounts included in continuing operations related to PennEast partnership distributions. In 2021, represents costs incurred to finalize acquisitions of solar projects, along with the final working capital payment on the sale of Elkton.

(D) For 2021, represents a gain recognized by ETG from a UTUA settlement agreement.

(E) The income taxes were determined using a combined average statutory tax rate.

(F) Represents state and federal deferred tax asset valuation allowances taken in 2022 and 2021, respectively.

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SJI Utilities:

SJG Utility Operations:

The following tables summarize the composition of SJG utility operations operating revenues and margin for the three and nine months ended September 30 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Utility Operating Revenues:
Firm Sales -
Residential	$	36,137	$	32,750	$	294,562	$	243,945
Commercial	11,970		10,753		72,792		56,904
Industrial	227		231		2,570		2,411
Cogeneration & Electric Generation	2,251		2,126		3,895		3,444
Firm Transportation -
Residential	947		1,002		7,307		7,410
Commercial	6,726		5,945		35,634		30,962
Industrial	7,535		7,758		23,626		22,222
Cogeneration & Electric Generation	1,122		1,060		3,702		3,849

Total Firm Revenues	66,915		61,625		444,088		371,147

Interruptible Sales	—		40		913		185
Interruptible Transportation	14		370		1,598		1,153
Off-System Sales	44,046		7,169		104,619		37,189
Capacity Release	1,312		496		5,310		2,150
Other	433		258		1,057		748
	112,720		69,958		557,585		412,572
Less: Intercompany Sales	(7,613)		(907)		(18,726)		(7,662)
Total Utility Operating Revenues	105,107		69,051		538,859		404,910
Less:
Cost of Sales - Utility	59,905		16,630		236,872		109,878
Less: Intercompany Cost of Sales	(7,613)		(907)		(18,726)		(7,662)
Total Cost of Sales - Utility (Excluding Depreciation & Amortization) (A)	52,292		15,723		218,146		102,216
Less: Depreciation & Amortization (A)	28,727		30,083		99,591		89,279
Total GAAP Gross Margin	24,088		23,245		221,122		213,415
Add: Depreciation & Amortization (A)	28,727		30,083		99,591		89,279
Less: CIP Recoveries (B)	1,768		1,587		10,880		7,803
Less: RAC Recoveries (B)	2,306		6,965		18,655		20,893
Less: TIC Recoveries (B)	(1)		—		93		—
Less: EET Recoveries (B)	3,308		1,190		4,876		3,528
Less: Revenue Taxes	225		279		1,442		1,045
Utility Margin (C)	$	45,209	$	43,307	$	284,767	$	269,425

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Utility Margin:
Residential	$	25,987	$	23,630	$	189,822	$	181,330
Commercial and Industrial	16,370		15,111		82,455		76,233
Cogeneration and Electric Generation	1,290		1,136		3,494		3,558
Interruptible	27		15		72		94
Off-System Sales & Capacity Release	813		237		3,996		1,170
Other Revenues	1,114		523		2,015		1,502
Margin Before Weather Normalization & Decoupling	45,601		40,652		281,854		263,887
CIP Mechanism	(1,343)		1,011		(2,738)		885
EET Mechanism	951		1,644		5,651		4,653
Utility Margin (C)	$	45,209	$	43,307	$	284,767	$	269,425

(A) Does not include amortization of debt issuance costs that are recorded as Interest Charges on the condensed consolidated statements of (loss)/income.

(B) Represents pass-through expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on SJG's financial results.

(C) Utility Margin is a non-GAAP financial measure and is further defined under the caption "Utility Margin - SJG Utility Operations" below.

Operating Revenues - SJG Utility Operations

Revenues from the gas utility operations at SJG increased $42.8 million, or 61.1%, for the three months ended September 30, 2022 compared with the same period in 2021. Excluding intercompany transactions, revenues increased $36.1 million, or 52.2%, for the three months ended September 30, 2022 compared with the same period in 2021.

Revenues from the gas utility operations at SJG increased $145.0 million, or 35.1%, for the nine months ended September 30, 2022 compared with the same period in 2021. Excluding intercompany transactions, revenues increased $133.9 million, or 33.1%, for the nine months ended September 30, 2022 compared with the same period in 2021. The significant drivers for the overall change were as follows:

•Firm revenue increased $5.3 million and $72.9 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021 primarily due to increased revenue related to BGSS recoveries, along with customer growth in 2022 compared to 2021. While changes in gas costs and BGSS recoveries/refunds fluctuate from period to period, SJG does not profit from the sale of the commodity. Therefore, corresponding fluctuations in Operating Revenue or Cost of Sales have no impact on profitability, as further discussed below under the caption "Utility Margin."

•OSS increased $36.9 million and $67.4 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to higher commodity costs, along with colder weather. However, the impact of changes in OSS activity does not have a material impact on the earnings of SJG as SJG is required to return the majority of the profits of such activity to its ratepayers.

Utility Margin - SJG Utility Operations

Management uses Utility Margin, a non-GAAP financial measure, when evaluating the operating results of SJG. Utility Margin is defined as natural gas revenues plus depreciation and amortization expenses, less natural gas costs, regulatory rider recoveries and related volumetric and revenue-based energy taxes. Management believes that Utility Margin provides a more meaningful basis for evaluating utility operations than revenues since natural gas costs, regulatory rider recoveries and related energy taxes are passed through to customers, and since depreciation and amortization expenses are considered to be administrative. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices approved by the BPU through SJG’s BGSS

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clause. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measure.

Total Utility Margin increased $1.9 million, or 4.4%, for the three months ended September 30, 2022 compared with the same period in 2021. Total Utility Margin increased $15.3 million, or 5.7%, for the nine months ended September 30, 2022 compared with the same period in 2021. The increases are primarily due to the roll-in of infrastructure programs and customer growth. The change in revenues from SJG's BGSS clause had no impact to SJG's Utility Margin as discussed under "Operating Revenues - SJG Utility Operations" above.

ETG Utility Operations:

The following tables summarize the composition of ETG utility operations operating revenues and margin for the three and nine months ended September 30 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Utility Operating Revenues:
Firm & Interruptible Sales -
Residential	$	19,808	$	18,060	$	173,098	$	155,593
Commercial & Industrial	11,753		9,408		70,151		54,498
Firm & Interruptible Transportation -
Residential	187		225		1,400		1,588
Commercial & Industrial	9,181		9,006		34,925		35,698
Other	1,226		373		159		721
Total Firm & Interruptible Revenues	42,155		37,072		279,733		248,098

Less: Total Cost of Sales - Utility (Excluding Depreciation & Amortization) (A)	10,307		8,406		112,090		81,711
Less: Depreciation & Amortization (A)	15,746		14,557		48,153		53,369
Total GAAP Gross Margin	16,102		14,109		119,490		113,018
Add: Depreciation & Amortization (A)	15,746		14,557		48,153		53,369
Less: Regulatory Rider Recoveries (B)	1,590		2,280		8,544		16,872
Utility Margin (C)	$	30,258	$	26,386	$	159,099	$	149,515


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Utility Margin:
Residential	$	15,331	$	13,634	$	104,364	$	101,168
Commercial & Industrial	15,252		14,623		63,027		64,396
Regulatory Rider Mechanisms (B)	(325)		(1,871)		(8,292)		(16,049)
Utility Margin (C)	$	30,258	$	26,386	$	159,099	$	149,515

(A) Does not include amortization of debt issuance costs that are recorded as Interest Charges on the condensed consolidated statements of income.

(B) Represents pass-through expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on ETG's financial results.

(C) Utility Margin is a non-GAAP financial measure and is further defined under the caption "Utility Margin - SJG Utility Operations" above. The definition of Utility Margin is the same for each of the Utilities.

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Operating Revenues and Utility Margin - ETG Utility Operations

Revenues from the gas utility operations at ETG increased $5.1 million, or 13.7%, and increased $31.6 million, or 12.8%, for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. Utility Margin from the gas utility operations at ETG increased $3.9 million, or 14.6%, and increased $9.6 million, or 6.4% for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. These changes in revenues and Utility Margin are primarily due to increases in base rates, customer growth and the roll-in of investments from infrastructure replacement programs.

Nonutility:

Operating Revenues - Energy Management

Combined revenues for Energy Management, net of intercompany transactions, increased $201.7 million, or 80.0%, to $453.8 million and increased $426.7 million, or 62.7%, to $1.11 billion for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. The significant drivers for the overall change were as follows:

•Revenues from wholesale energy operations at SJRG, net of intercompany transactions, increased $205.0 million to $451.9 million, and increased $434.9 million to $1.10 billion, for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to revenues earned on gas supply contracts and increases in the average monthly NYMEX settlement price. Also contributing to the nine month comparative period increase was colder weather experienced in the first quarter of 2022. Included with these comparative period changes was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded from Economic Earnings and represented a total increase of $31.2 million and a total decrease of $9.0 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021.

As discussed in Note 1 to the condensed consolidated financial statements, revenues and expenses related to the energy trading activities of the wholesale energy operations at SJRG are presented on a net basis in Operating Revenues – Nonutility on the condensed consolidated statement of income.

•Revenues from retail services, net of intercompany transactions, decreased $3.3 million to $1.9 million and decreased $7.2 million to $5.8 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to SJE no longer acquiring or marketing electricity to retail end users. This was partially offset with new contracts entered into at EnerConnex as that business continues to grow.

Operating Revenues - Energy Production

Combined revenues for Energy Production, net of intercompany transactions, increased $0.1 million, or 1.3%, to $7.4 million, and increased $0.5 million, or 2.8%, to $18.3 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. These comparative period increases were not significant.

Gross Margin - Energy Management & Energy Production

Gross margin for the Energy Management and Energy Production businesses is a GAAP measure and is defined as revenue less all costs that are directly related to the production, sale and delivery of SJI's products and services. These costs primarily include natural gas commodity costs as well as certain payroll and related benefits. On the condensed consolidated statements of income, revenue is reflected in Operating Revenues - Nonutility and the costs are reflected in Cost of Sales - Nonutility.

Gross margin is broken out between Energy Management and Energy Production, which are each comprised of a group of segments as described in Note 6 to the condensed consolidated financial statements.

Gross Margin - Energy Management

Combined gross margins for Energy Management, net of intercompany transactions, increased $36.3 million to $24.9 million and increased $13.7 million to $18.7 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. The significant drivers for the overall change were as follows:

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•Gross margin from the wholesale energy operations at SJRG, net of intercompany transactions, increased $36.6 million to $23.0 million, and increased $12.6 million to $12.9 million for the nine months ended September 30, 2022 compared with the same period in 2021, due to higher margins on daily energy trading activities along with the change in unrealized gains and losses recorded on forward financial contracts due to price volatility as discussed above.

We expect the wholesale energy operations to continue to add incremental margin from marketing and related opportunities in the Marcellus region, capitalizing on its established presence in the area. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices.

•The change in gross margin from retail services, net of intercompany transactions, for the three and nine months ended September 30, 2022 compared with the same periods in 2021 was not significant.

Gross Margin - Energy Production

Combined gross margins for Energy Production, net of intercompany transactions, decreased $0.5 million to $6.3 million and decreased $1.2 million to $15.3 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. These comparative period decreases were not significant.

Operating Expenses - All Segments:

A summary of net changes in Operations and Maintenance expense for the three and nine months ended September 30, follows (in thousands):


	Three Months Ended September 30, 2022 vs. 2021		Nine Months Ended September 30, 2022 vs. 2021
SJI Utilities:
SJG Utility Operations	$	(1,316)	$	8,190
ETG Utility Operations	892		(3,450)
Subtotal SJI Utilities	(424)		4,740
Nonutility:
Energy Management:
Wholesale Energy Operations	(700)		(954)
Retail Services	(228)		(56)
Subtotal Energy Management	(928)		(1,010)
Energy Production:
Renewables	(174)		1,175
Decarbonization	193		943
Subtotal Energy Production	19		2,118
Midstream	(66)		(190)
Corporate & Services and Intercompany Eliminations	4,169		5,897
Total Operations and Maintenance Expense	$	2,770	$	11,555

Operations & Maintenance

SJG utility operations and maintenance expense decreased $1.3 million and increased $8.2 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. These changes were primarily due to the operations of SJG’s CLEP and EEP. Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experienced an offset to revenue during the three and nine months ended September 30, 2022 compared with the same period in the prior year.

ETG utility operations and maintenance expense increased $0.9 million and decreased $3.5 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021. These changes were primarily due to the operation of ETG's RAC. Such costs are recovered on a dollar-for-dollar basis; therefore, ETG experienced an offset to revenue during the three and nine months ended September 30, 2022 compared with the same period in the prior year.

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Operations and Maintenance expense for Energy Production increased $2.1 million for the nine months ended September 30, 2022, compared with the same period in 2021, primarily due to additional operating costs for the Annadale fuel cell project and various solar projects, which were all operating during the entire nine-month period in 2022 compared to 2021.

Operations and Maintenance expense for the Corporate & Services segment, after intercompany eliminations, increased $4.2 million and $5.9 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to expenses incurred related to the Merger Agreement.

Depreciation - Depreciation increased $3.8 million and $7.1 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to increased investment in property, plant and equipment by the gas utility operations of SJG and ETG, along with an increase in renewables segment depreciation related to assets at the Annadale fuel cell facility and various solar projects.

Impairment Charges - During the three months ended September 30, 2022, ETG recorded $7.2 million of charges related to the write-off of a regulatory asset which consisted of certain property, plant and equipment that was determined to be no longer probable of recovery. In addition to this charge, the Company recorded $1.9 million of impairment charges related to long-lived assets that were deemed no longer usable during the nine months ended September 30, 2022.

Energy and Other Taxes - Energy and other taxes increased $11.5 million and $12.8 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to a gain recorded in 2021 from a UTUA settlement agreement with the New Jersey Division of Taxation that did not recur in 2022 (see Note 1 to the condensed consolidated financial statements).

Other Income and Expense - Other income and expense increased $5.6 million and $5.4 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to gains recorded at the midstream operating segment as PennEast sold certain project-related assets and received refunds of interconnection fees from interstate pipelines, along with interest income on outstanding loans to REV (see Note 3 to the condensed consolidated financial statements).

Interest Charges – Interest charges increased $7.0 million and $7.5 million for the three and nine months ended September 30, 2022, respectively, compared with the same periods in 2021, primarily due to higher long-term debt outstanding, including debt issued during the third quarter of 2022 (see Note 14 to the condensed consolidated financial statements).

Income Taxes – Income taxes changed from a $11.7 million benefit for the three months ended September 30, 2021 to an expense of $10.0 million for the three months ended September 30, 2022, primarily due to a valuation allowance related to state deferred taxes for a certain tax filing group, inclusive of net operating loss carryforwards and credits which are expected to expire prior to being fully utilized, along with a lower loss before income taxes and the timing of ITCs recorded in 2022 compared to 2021. Income tax expense increased $3.2 million for the nine months ended September 30, 2022 compared with the same period in 2021 due to the same valuation allowance discussed above, partially offset by lower income before income taxes and the timing of ITCs recorded in 2022 compared to 2021.

Equity in (Loss) Earnings of Affiliated Companies – Equity in (loss) earnings of affiliated companies decreased $1.9 million for the three months ended September 30, 2022 compared with the same period in 2021 primarily due to an impairment charge taken at Energenic (see Note 3 to the condensed consolidated financial statements). Equity in (loss) earnings of affiliated companies increased $80.8 million for the nine months ended September 30, 2022 compared with the same period in 2021 primarily due to an other-than-temporary impairment charge on the Company’s equity method investment in PennEast taken in 2021 (see Note 3 to the condensed consolidated financial statements).

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LIQUIDITY AND CAPITAL RESOURCES:

Liquidity needs are driven by factors that include natural gas commodity prices; the impact of weather on customer bills; lags in fully collecting gas costs from customers under the BGSS charge and other regulatory clauses; settlement of legal matters; environmental remediation expenditures through the RAC as compared to the timing of collections; working capital needs of SJI's energy trading and marketing activities; the timing of construction and remediation expenditures and related permanent financings; the timing of equity contributions to unconsolidated affiliates; mandated tax payment dates; both discretionary and required repayments of long-term debt; acquisitions; and the amounts and timing of dividend payments.

Cash flows for the period were the following (in thousands):


	Nine months ended September 30, 2022		Nine months ended September 30, 2021
Net Cash Provided by Operating Activities	$	374,907	$	273,927
Net Cash Used in Investing Activities	$	(586,522)	$	(434,171)
Net Cash Provided by Financing Activities	$	235,713	$	143,862

Cash Flows from Operating Activities — Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conservation efforts and the price of the natural gas commodity, inventory utilization, gas cost recoveries and timing of collections from customers. Cash flows provided by operating activities in the first nine months of 2022 produced more net cash than the same period in 2021, primarily due to the following: (1) higher revenues and increased collections on daily energy trading activities at SJRG; (2) customer growth at the Utilities; and (3) higher purchased gas payables due to higher prices and increases in outstanding invoices payable to vendors.

Cash Flows from Investing Activities — SJI has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment. We estimate the cash outflows for investing activities, net of returns/advances on investments from affiliates, for fiscal years 2022, 2023 and 2024 at SJI to be approximately $907.0 million, $793.4 million and $911.7 million, respectively. The high level of investing activities for 2022, 2023 and 2024 is due to the accelerated infrastructure investment programs and future capital expenditures at SJG and ETG, and investments in future renewable energy projects including efforts to meet our decarbonization goals, which were announced in April 2021 targeting 70% reduction in emissions by 2030 and 100% by 2040, with at least 25% of capital spending annually in support of sustainability investments. SJI expects to use short-term borrowings under lines of credit from commercial banks and a commercial paper program to finance these investing activities as incurred. From time to time, SJI may refinance the short-term debt with long-term debt.

Other significant investing activities of SJI during the first nine months of 2022 and 2021 were as follows:

•SJI invested a net amount of $21.0 million and $15.3 million for the nine months ended September 30, 2022 and 2021, respectively, in Bronx Midco (see Note 16 to the condensed consolidated financial statements).

•SJI made net investments in and net advances to unconsolidated affiliates of $94.8 million and $39.8 million for the nine months ended September 30, 2022 and 2021, respectively.

Cash Flows from Financing Activities — The Merger Agreement places limitations on SJI’s ability to engage in certain types of financing transactions without Parent’s consent between the signing of the Merger Agreement and the Effective Time, including issuing equity of SJI (except in the ordinary course pursuant to equity compensation plans) and incurring certain indebtedness for borrowed money.

Short-term borrowings from the commercial paper program and lines of credit from commercial banks have historically been used to supplement cash flows from operations, to support working capital needs and to finance capital expenditures and acquisitions as incurred. From time to time, SJI may refinance the short-term debt with long-term debt

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Credit facilities and available liquidity as of September 30, 2022 were as follows (in thousands):


Company	Total Facility		Usage			Available Liquidity		Expiration Date
SJI:
SJI Syndicated Revolving Credit Facility	$	500,000	$	7,100	(A)	$	492,900	September 2026




SJG:
Commercial Paper Program/Revolving Credit Facility	250,000		97,300		(B)	152,700		September 2026

ETG:
ETG Revolving Credit Facility	250,000		107,800		(C)	142,200		September 2026

Total	$	1,000,000	$	212,200		$	787,800

(A) Includes letters of credit outstanding in the amount of $7.1 million, which is used for various construction and operating activities.

(B) Includes letters of credit outstanding in the amount of $1.9 million, which supports the remediation of environmental conditions at certain locations in SJG's service territory.

Based upon the existing credit facilities and a regular dialogue with our banks, we believe there will continue to be sufficient credit available to meet our business’ future liquidity needs.

For additional information regarding the terms of the credit facilities as well as weighted average interest rates, average borrowings outstanding and maximum amounts outstanding under these credit facilities, along with Change in Control considerations related to the Merger Agreement, see Note 10 to the condensed consolidated financial statements.

SJI has historically supplemented its operating cash flow, commercial paper program and credit lines with both debt and equity capital. Over the years, SJG has used long-term debt, primarily in the form of First Mortgage Bonds and Medium Term Notes, secured by the same pool of utility assets, to finance its long-term borrowing needs. These needs are primarily capital expenditures for property, plant and equipment.

Equity Issuances

On March 22, 2021, SJI offered 10,250,000 shares of its common stock, par value $1.25 per share, at a public offering price of $22.25 per share. See Note 6 to the Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of this transaction and the issuances that occurred in 2021. On March 18, 2022, the remaining 4,996,062 forward shares were issued under the forward sale agreement for net proceeds of $100.4 million. The forward price used to determine cash proceeds received by SJI was calculated based on the initial forward sale price, as adjusted for underwriting fees, interest rate adjustments as specified in the forward sale agreement and any dividends paid on our common stock during the forward period.

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See Note 6 to the Consolidated Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2021 for a description of the issuances of equity and convertible units that occurred in 2021.

Note Purchase Agreement:

On July 14, 2022, SJI entered into a Note Purchase Agreement that provided for the Company to issue an aggregate of $400.0 million of senior unsecured notes in four series, as follows: