UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2001 Commission file number 1-8359 NEW JERSEY RESOURCES CORPORATION (Exact name of registrant as specified in its charter) <TABLE> <S> <C> NEW JERSEY 22-2376465 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1415 WYCKOFF ROAD, WALL, NEW JERSEY - 07719 732-938-1480 (Address of principal executive offices) (Registrant's telephone number, including area code) </TABLE> Securities registered pursuant to Section 12 (b) of the Act: COMMON STOCK - $2.50 PAR VALUE NEW YORK STOCK EXCHANGE (Title of each class) (Name of each exchange on which registered) Securities registered pursuant to Section 12 (g) of the Act: NONE Indicate by check mark whether the 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 the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES: X NO: Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES: X NO: The aggregate market value of the Registrant's Common Stock held by non-affiliates was $817,599,725 based on the closing price of $46.12 per share on December 10, 2001. The number of shares outstanding of $2.50 par value Common Stock as of December 10, 2001 was 17,828,852. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's 2001 Annual Report to Stockholders are incorporated by reference into Part I and Part II of this report. Portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held January 23, 2002, are incorporated by reference into Part I and Part III of this report.
TABLE OF CONTENTS <TABLE> <CAPTION> PART I Page ---- <S> <C> ITEM 1 - Business 1 Business Segments 2 New Jersey Natural Gas Company 2 General 2 Throughput 3 Seasonality of Gas Revenues 3 Gas Supply 4 Regulation and Rates 5 Franchises 7 Competition 8 NJR Energy Services Company 9 Retail and Other Operations 9 Environment 10 Employee Relations 10 Other 11 Executive Officers of the Registrant 11 ITEM 2 - Properties 12 ITEM 3 - Legal Proceedings 13 ITEM 4 - Submission of Matters to a Vote of Security Holders 15 Information Concerning Forward Looking Statements 15 PART II ITEM 5 - Market for the Registrant's Common Stock and Related Stockholder Matters 17 ITEM 6 - Selected Financial Data 17 ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations 17 ITEM 7A- Quantitative and Qualitative Disclosures about Market Risk 17 ITEM 8 - Financial Statements and Supplementary Data 17 ITEM 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17 PART III ITEM 10- Directors and Executive Officers of the Registrant 18 ITEM 11- Executive Compensation 18 ITEM 12- Security Ownership of Certain Beneficial Owners and Management 18 ITEM 13- Certain Relationships and Related Transactions 18 PART IV ITEM 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 18 Index to Financial Statement Schedules 19 Signatures 21 Independent Auditors' Consent and Report on Schedule 22 Exhibit Index 23 </TABLE>
PART I ITEM 1. BUSINESS ORGANIZATIONAL STRUCTURE New Jersey Resources Corporation (the Company or NJR) is a New Jersey corporation formed in 1982 pursuant to a corporate reorganization. The Company is an energy services holding company providing retail and wholesale natural gas and related energy services to customers from the Gulf Coast to New England. The Company is an exempt holding company under Section 3(a)(1) of the Public Utility Holding Company Act of 1935. Its subsidiaries and business include: 1) New Jersey Natural Gas Company (NJNG), a local natural gas distribution company that provides regulated energy service to over 420,000 residential and commercial customers in central and northern New Jersey and participates in the off-system sales and capacity release markets. In 2001, NJNG transferred its appliance service business to NJR Home Services Company, a newly formed unregulated subsidiary of the Company; 2) NJR Energy Services Company (Energy Services), formed in 1996 to provide unregulated fuel and capacity management and wholesale marketing services; 3) Retail and Other operations which include the following companies: a.) NJR Retail Holdings Corporation (Retail Holdings), a sub-holding company of NJR formed in November 2001 as an unregulated affiliate to consolidate the Company's unregulated retail operations. Retail Holdings includes the following wholly-owned subsidiaries: NJR Home Services Company (Home Services), a company formed in August 1998 to provide appliance service repair and contract services. In 2001, NJNG transferred its appliance service business to Home Services; NJR Natural Energy Company (Natural Energy), formed in 1995 to participate in the unregulated retail marketing of natural gas; NJR Power Services Company (Power Services), a company formed in May 2000 that is involved in the distribution of alternative sources of energy (e.g., fuel cells and microturbines); and NJR Plumbing Services Company, a company formed in 2001 to provide plumbing services. b.) NJR Capital Services Corporation (Capital), a sub-holding company of NJR formed to consolidate the Company's energy-related and real estate investments. Capital includes the following wholly-owned subsidiaries: Commercial Realty & Resources Corp. (CR&R), a company formed in May 1966 to develop commercial real estate;
NJR Investment Company, a company formed in October 2000 to make certain energy-related equity investments; and NJR Energy Holdings Corporation, includes NJR Energy Corporation (NJR Energy), an investor in energy-related ventures through its operating subsidiaries, New Jersey Natural Resources Company (NJNR) and NJNR Pipeline Company (Pipeline). c.) NJR Service Corporation (Service Corp.), a company formed in August 2000 to provide shared administrative services, including Corporate Communications, Financial and Administrative, Internal Audit, Legal and Technology for all subsidiaries of NJR. BUSINESS SEGMENTS See Note 13 to the Consolidated Financial Statements - Business Segment Data in the Company's 2001 Annual Report, for business segment financial information. NEW JERSEY NATURAL GAS COMPANY General NJNG provides natural gas service to over 420,000 customers. Its service territory encompasses 1,436 square miles, covering 104 municipalities with an estimated population of 1.3 million. NJNG's service territory is primarily suburban, with a wide range of cultural and recreational activities, highlighted by approximately 100 miles of New Jersey seacoast. It is in proximity to New York, Philadelphia and the metropolitan areas of northern New Jersey and is accessible through a network of major roadways and mass transportation. These factors have contributed to NJNG adding 12,522 and 12,558 new customers in 2001 and 2000, respectively. This annual growth rate of approximately 3 percent is expected to continue with projected additions of approximately 23,500 new customers over the next two years. See Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) - Liquidity and Capital Resources - NJNG in the Company's 2001 Annual Report for a discussion of NJNG's projected capital expenditure program associated with this growth in 2002 and 2003. In assessing the potential for future growth in its service area, NJNG uses information derived from county and municipal planning boards that describes housing developments in various stages of approval. In addition, builders in NJNG's service area are surveyed to determine their development plans for future time periods. In addition to customer growth through new construction, NJNG's business strategy includes aggressively pursuing conversions from other fuels, such as electricity and oil. It is estimated that approximately 40 percent of NJNG's projected customer growth will consist of conversions. NJNG will also continue to pursue off-system sales and non-peak sales, such as natural gas-fueled electric generating projects. 2
Throughput For the fiscal year ended September 30, 2001, operating revenues and throughput by customer class were as follows: <TABLE> <CAPTION> Operating Revenues Throughput ------------------ ---------- (Thousands) (Bcf) ----------- ----- <S> <C> <C> <C> <C> Residential $ 413,174 41% 41.9 26% Commercial and other 90,883 9 9.6 6 Firm transportation 31,292 3 9.3 6 ------ --- ----- --- Total residential and commercial 535,349 53 60.8 38 Interruptible 11,788 1 11.7 7 ------ --- ----- --- Total system 547,137 54 72.5 45 Off-system 462,340 46 88.4 55 ---------- --- ----- Total $1,009,477 100% 160.9 100% ========== === ===== === </TABLE> See MD&A - NJNG Operations in the Company's 2001 Annual Report for a discussion of gas and transportation sales. Also see NJNG Operating Statistics in the Company's 2001 Annual Report for information on operating revenues and throughput for the past six years. During this period, no single customer represented more than 10 percent of operating revenues. Seasonality of Gas Revenues As a result of the heat-sensitive nature of NJNG's residential customer base, therm sales are significantly affected by weather conditions. Specifically, customer demand substantially increases during the winter months when natural gas is used for heating purposes. See MD&A - Liquidity and Capital Resources - NJNG in the Company's 2001 Annual Report for a discussion of the impact of seasonality on cash flow. The impact of weather on the level and timing of NJNG's revenues and cash flows has been affected by a weather-normalization clause (WNC), which provides for a revenue adjustment if the weather varies by more than one-half of 1 percent from normal, or 20-year-average, weather. The WNC does not fully protect the Company from factors such as unusually warm weather and declines in customer usage patterns, which were set in January 1994. The accumulated adjustment from one heating season (i.e., October-May) is billed or credited to customers in subsequent periods. See MD&A - NJNG Operations in the Company's 2001 Annual Report and Item 1. Business - Regulation and Rates - State for additional information with regard to the WNC. Appliance Service Business In 2001, NJNG transferred its appliance service business to Home Services, a newly formed unregulated subsidiary of the Company. 3
Gas Supply A) Firm Natural Gas Supplies NJNG currently purchases a diverse gas supply portfolio consisting of long-term (over seven months), winter-term (for the five winter months) and short-term contracts. In 2001, NJNG purchased gas from 55 suppliers under contracts ranging from one month to eleven years. NJNG has five long-term firm gas purchase contracts and purchased approximately 10 percent of its gas in 2001 under one long-term firm gas purchase contract with Alberta Northeast Gas Limited, which expires in 2006. NJNG does not purchase more than 10 percent of its total gas supplies under any other single long-term firm gas purchase contract. NJNG believes that its supply strategy should adequately meet its expected firm load over the next several years. B) Firm Transportation and Storage Capacity In order to deliver the above gas supplies, NJNG maintains agreements for firm transportation and storage capacity with several interstate pipeline companies. The pipeline companies that provide firm transportation service to NJNG's city gate stations in New Jersey, the maximum daily deliverability of that capacity and the contract expiration dates are as follows: <TABLE> <CAPTION> Maximum Daily Pipeline Deliverability (Dths) Expiration Date - -------- --------------------- --------------- <S> <C> <C> Texas Eastern Transmission, L.P. 327,949 Various dates after 2002 Iroquois Gas Transmission System, L.P. 40,468 2011 Transcontinental Gas Pipe Line Corp. 22,531 Various dates after 2002 Tennessee Gas Pipeline Co. 10,894 2003 Columbia Gas Transmission Corp. 10,000 2009 ------- 411,842 ======= </TABLE> The pipeline companies that provide firm transportation service to NJNG and feed the above pipelines are: Texas Gas Transmission Corporation, Dominion Transmission Corporation and Columbia Gulf Transmission Corporation. In addition, NJNG has storage and related transportation contracts that provide additional maximum daily deliverability of 206,000 dekatherms (Dths) from storage fields in its Northeast market area. The significant storage suppliers, the maximum daily deliverability of that storage capacity and the contract expiration dates are as follows: <TABLE> <CAPTION> Pipeline Maximum Daily Deliverability (Dths) Expiration Date - -------- ----------------------------------- --------------- <S> <C> <C> Texas Eastern Transmission, L.P. 94,557 Various dates after 2002 Transcontinental Gas Pipe Line Corp. 8,384 2005 --------- 102,941 ========= </TABLE> NJNG also has storage contracts with Dominion Transmission Corporation (maximum daily deliverability of 103,661 Dths), but utilizes NJNG's existing transportation contracts to transport that gas from the storage fields to its city gate. 4
C) Peaking Supply To meet its increased winter peak day demand, NJNG, in addition to utilizing the previously mentioned firm storage services, maintains two liquefied natural gas (LNG) facilities. See Item 2 - Properties - NJNG for additional information regarding the LNG storage facilities. NJNG presently has LNG storage deliverability of 140,000 Dths per day, which represents approximately 21 percent of its peak day sendout. D) Commodity Prices Wholesale natural gas prices over the past year have been volatile, reaching all-time high levels during the winter of 2000-2001 and decreasing dramatically over the past six months. NJNG has mitigated the impact of these volatile price changes on customers through the use of hedging instruments, which are part of its financial risk management program, and its Levelized Gas Adjustment Clause (LGA). See Item 1 - Regulation and Rates - State, for a discussion of NJNG's LGA which provides for the recovery of these commodity costs. Natural gas remains competitive compared with alternative fuels. E) Future Supplies NJNG expects to meet the current level of gas requirements of its existing and projected firm customers for the foreseeable future. Nonetheless, NJNG's ability to provide supply for its present and projected sales will depend upon its suppliers' ability to obtain and deliver additional supplies of natural gas, as well as NJNG's ability to acquire supplies directly from new sources. Factors beyond the control of NJNG, its suppliers and the independent suppliers who have obligations to provide gas to certain NJNG customers, may affect NJNG's ability to deliver such supplies. These factors include other parties' control over the drilling of new wells and the facilities to transport gas to NJNG's city gate, competition for the acquisition of gas, priority allocations, the regulatory and pricing policies of federal and state regulatory agencies, as well as the availability of Canadian reserves for export to the United States. Energy deregulation legislation discussed below under - Competition may increase competition among natural gas utilities and impact the quantities of natural gas requirements needed for residential services. If NJNG's gas requirements decrease, NJNG expects to resell any unnecessary supplies that it is required to purchase under existing agreements with its suppliers. Regulation and Rates A) State NJNG is subject to the jurisdiction of the New Jersey Board of Public Utilities (BPU) with respect to a wide range of matters, such as rates, the issuance of securities, the adequacy of service, the manner of keeping its accounts and records, the sufficiency of gas supply, pipeline safety and the sale or encumbrance of its properties. Over the last five years, NJNG has been granted one increase in its base tariff rates, and various increases and decreases in its LGA. The base rate increase related to the recognition of costs for postretirement benefits other than pensions (OPEB). NJNG also recovers certain costs through adjustment clauses which are reviewed annually. The adjustment clauses include: (i) the Gas Cost 5
Recovery (GCR) factor, which reflects purchased gas costs that are in excess of the level included in its base rates, (ii) Prior Gas Cost Adjustment Surcharge (PGCA) factor, which is designed to recover $34.9 million of unrecovered gas costs from September 1997 and earlier, and will be eliminated by December 31, 2001, (iii) Demand Side Management (DSM) factor for recovery of conservation-related costs which is being transitioned to a Comprehensive Resource Analysis (CRA) factor, (iv) Remediation Adjustment (RA) factor, which recovers the costs of remediating former manufactured gas plant sites, (v) Transportation Education and Implementation (TEI) factor for recovery of incremental costs incurred in administering a transportation program, which is being replaced by two separate components: the Consumer Education Program (CEP) factor for recovery of costs related to supporting education initiatives for components of the Electric Discount and Energy Competition Act (Act) and the Transportation Initiation Clause (TIC) to recover costs related to the implementation of technology changes required to support energy choice (vi) the WNC factor, which credits or surcharges margins accrued from the past heating season weather, and (vii) the Gas Cost Underrecovery Adjustment Factor (GCUA) to recover approximately $29.9 million of underrecovered gas costs incurred during 2001. Adjustment clause recoveries do not include an element of profit and, therefore, have no impact on earnings. The following table sets forth information with respect to these rate changes: <TABLE> <CAPTION> ($ in 000's) Annualized Annualized Amount Amount Date of Filing Type Per Filing Granted Effective Date - -------------- ---- ----------- ---------- -------------- <S> <C> <C> <C> <C> July 1997 Base Rates-OPEB $1,300 $900 October 1998 November 2001 Eliminate PGCA (5,000) (5,000) January 2002 November 2001 Adjustment clauses (61,300) (61,300) December 2001 June 2001 LGA - FPM* 8,900 8,900 July 2001 May 2001 LGA - FPM* 8,900 8,900 June 2001 April 2001 LGA - FPM* 8,900 8,900 May 2001 March 2001 LGA - FPM* 8,900 8,900 April 2001 February 2001 LGA - FPM* 8,900 8,900 March 2001 January 2001 LGA - FPM* 8,900 8,900 February 2001 November 2000 LGA - FPM* 8,900 8,900 December 2000 July 2000 Amended LGA 61,900 61,900 November 2000 September 1999 LGA (1,900) - Pending ** September 1998 LGA 0 (11,300) July 1999 July 1997 LGA 0 11,600 October 1998 July 1997 LGA 0 11,100 January 1998 July 1996 LGA 8,000 7,900 December 1996 </TABLE> * Flexible Pricing Mechanism (FPM). ** The RA, PGCA, TEI, DSM and WNC factors included in the initial September 1999 filing are still pending. See Note 8 to the Consolidated Financial Statements - Regulatory Issues in the Company's 2001 Annual Report for additional information regarding NJNG's rate proceedings. 6
In July 2000, the Company amended a September 1999 LGA filing in response to a significant increase in the wholesale cost of gas. The amended filing requested an approximate 16 percent increase in rates for firm sales customers through an increase in the GCR and RA factors, which was slightly offset by a decrease in the PGCA and TEI factors. The filing proposed that the DSM and WNC factors remain the same. The rates for transportation customers would remain relatively stable as a result of the changes requested in the filing. The filing also requested that the monthly and annual limits of the FPM be expanded to allow the Company to increase or decrease rates up to approximately 2 percent monthly based on projections of future market conditions. In November 2000, the BPU approved the 16 percent increase to the GCR and also approved two additional increases of up to 2 percent each on December 1, 2000 and January 1, 2001, under the FPM. On December 1, 2000, the Company filed testimony seeking the ability to implement under the FPM an increase of approximately 2 percent per month from February 1, 2001 to July 1, 2001 and 2 percent increases beginning again on December 1, 2001. The BPU subsequently approved the FPM increases for both February and March 2001. On March 30, 2001, the BPU approved the extension of the Company's FPM from April through July 2001. The BPU further ordered, based on the extraordinary circumstances prevailing, that the Company could accrue simple interest at the rate of 5.5 percent per year on its underrecovered gas costs commencing April 1, 2001, and on a monthly basis thereafter, continuing through October 31, 2001. The BPU directed that through a November 15, 2001 filing the Company establish a GCUA surcharge to be collected, commencing December 1, 2001, with simple interest until November 30, 2004. On November 15, 2001, the Company filed for the establishment of the GCUA to collect $29.9 million in unrecovered gas costs and sought to reduce the current gas cost recovery rate. The combined effect of the two changes resulted in an approximate 10.8 percent price decrease to customers, which was implemented on December 1, 2001. The filing also contained a proposal to extend the existing margin sharing mechanisms related to its off-system sales and capacity release programs for two years beyond their currently scheduled expiration of December 31, 2002. In August 1999, the Company filed a Comprehensive Resource Analysis (CRA) plan pursuant to a BPU order. The CRA, which will replace the Company's current DSM program, includes funding for certain technologies that utilizes renewable sources of energy to produce electricity (e.g., fuel cells and solar). In March 2001, the BPU approved the CRA which has an annual program cost of approximately $4 million recoverable through rates. B) Federal The Federal Energy Regulatory Commission (FERC) regulates rates charged by interstate pipeline companies for the transportation and storage of natural gas, which affects NJNG's agreements for the purchase of such services with several interstate pipeline companies. Franchises NJNG holds non-exclusive franchises granted by the municipalities it serves that give it the right to lay, maintain and operate public utility property in order to provide natural gas service within these municipalities. Of these franchises, 47 are perpetual and the balance expire between 2002 and 2038. The Company will continue to make timely application for renewal of the franchises. Competition 7
Although its franchises are non-exclusive, NJNG is not currently subject to competition from other natural gas distribution utilities with regard to the transportation of natural gas in its service territory. Due to significant distances between NJNG's current large industrial customers and the nearest interstate natural gas pipelines, as well as the availability of its transportation tariff, NJNG currently does not believe it has significant exposure to the risk that its distribution system will be bypassed. Competition does exist from suppliers of oil, coal, electricity and propane. At the present time, natural gas enjoys an advantage over alternate fuels as the preferred choice of fuels in over 95 percent of new construction due to its efficiency and reliability. As deregulation of the natural gas industry continues, prices will be determined by market supply and demand, and, while NJNG believes natural gas will remain competitive with alternate fuels, no assurance can be given in this regard. Through a series of stipulation agreements starting in January 1997 and ending in December 1998, the BPU allowed for up to 40,000 residential customers to choose their natural gas supplier. On December 22, 1999, the BPU allowed all customers the ability to choose their natural gas supplier beginning January 1, 2000. At September 30, 2001, NJNG had 15,637 residential and 3,242 commercial and industrial customers utilizing the transportation service. Based on its current and projected level of transportation customers, the Company expects to fully meet its obligations under its firm transportation and storage capacity agreements. In February 1999, the Act, which provides the framework for the restructuring of New Jersey's energy markets, became law. In January 2000, the BPU verbally approved a stipulation agreement among various parties to fully open NJNG's residential markets to competition, restructure its rates to segregate its Basic Gas Supply (BGSS) service and Delivery (i.e., transportation) service prices as required by the Act, and expand an incentive for residential and small commercial customers to switch to transportation service. The stipulation agreement also extended incentives for NJNG's off-system sales and capacity management programs through December 31, 2002. Additionally, NJNG received approval to recover carrying costs on its expenditures associated with remediating its former manufactured gas plants. These expenditures are recovered over rolling seven-year periods and are subject to annual BPU review and approval. The BPU issued a written order on March 30, 2001. The Act also allows continuation of each utility's role as a gas supplier at least until December 31, 2002. The BPU must determine the ongoing role of each utility in providing BGSS service by January 1, 2002. In December 2000, the BPU issued a written Order resolving a customer account service proceeding and approving the transfer of NJNG's existing appliance service business to Home Services, a newly formed unregulated subsidiary of the Company. The Order also continues NJNG's current third-party billing policies and delays until January 2003, absent a significant breakthrough in metering technology, any further decision on meter reading and other potentially competitive services. In June 2001, the BPU initiated a proceeding to review issues related to the potential of making BGSS competitive. In July 2001, the Company submitted a BGSS proposal. The parties are currently pursuing settlement. The Company expects the BPU to issue an order by year end that will not require significant changes be made to BGSS. No assurance can be given as to the timing and content of the BPU order. See MD&A - NJNG Operations in the Company's 2001 Annual Report for a discussion of NJNG's financial results. 8
NJR ENERGY SERVICES COMPANY Energy Services provides unregulated wholesale energy services, including natural gas supply, pipeline capacity and storage management to customers in New Jersey and in states from the Gulf Coast to New England. See MD&A - Energy Services Operation in the Company's 2001 Annual Report for a discussion of financial results. RETAIL AND OTHER OPERATIONS Retail and Other operations consists primarily of: Home Services, which provides appliance and installation services; CR&R, which develops commercial real estate; NJR Energy, an investor in energy-related ventures, which consist primarily of its equity investments in the Capstone Turbine Corporation (Capstone) and the Iroquois Gas Transmission System, L.P. (Iroquois); NJR Investment Company, which makes certain energy-related equity investments; and Service Corp., which provides shared administrative services for the Company and all of its subsidiaries. As of September 30, 2001, CR&R's remaining portfolio consisted of two fully-occupied buildings totaling 25,000 square feet and 183 acres of undeveloped land. NJR Energy and its subsidiaries were involved in oil and natural gas development, production, transportation, storage and other energy-related ventures. In 1996, the Company exited the oil and natural gas production business and sold the reserves and related assets of NJR Energy and NJNR. NJR Energy's continuing operations consist of Pipeline's 3.3 percent equity investment in Iroquois, a 375-mile natural gas pipeline from the Canadian border to Long Island, and an equity investment of less than 1 percent ownership interest in Capstone Turbine Corporation (Capstone), a developer of microturbines, which had its initial public offering in June 2001. In 2001, NJR Energy invested $1.3 million to increase its ownership interest in Iroquois from 2.8 percent to 3.3 percent. See Item 2 - Properties - Retail and Other for additional information regarding CR&R's remaining real estate assets. See MD&A - Retail and Other Operations in the Company's 2001 Annual Report for a discussion of financial results. 9
ENVIRONMENT The Company and its subsidiaries are subject to legislation and regulation by federal, state and local authorities with respect to environmental matters. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations. CR&R is the owner of certain undeveloped acreage in the Monmouth Shores Corporate Park (MSCP), located in Monmouth County, New Jersey. This acreage is regulated by the provisions of the Freshwater Wetlands Protection Act, which restricts building in areas defined as "freshwater wetlands" and their transition areas. Based upon an environmental engineer's delineation of the wetland and transition areas in accordance with the provisions of the Freshwater Wetlands Protection Act, CR&R will file for a Letter of Interpretation from the New Jersey Department of Environmental Protection (NJDEP) as parcels of land are selected for development. Based upon the environmental engineer's revised estimated developable yield for MSCP, the Company does not believe that a reserve against this property was necessary as of September 30, 2001, as the estimated future cash flows from the development of each site exceeds the current investment in each site. Although the Company cannot estimate with certainty future costs of environmental compliance, which, among other factors, are subject to changes in technology and governmental regulations, the Company does not presently anticipate any additional significant future expenditures, (other than the activities described in Note 12 to the Consolidated Financial Statements - Commitments and Contingent Liabilities in the Company's 2001 Annual Report), for compliance with existing environmental laws and regulations that would have a material effect upon the capital expenditures, earnings or competitive position of the Company or its subsidiaries. See Item 3 - Legal Proceedings - a. Gas Remediation for additional information regarding environmental activities. EMPLOYEE RELATIONS The Company and its subsidiaries employed 775 and 756 employees at September 30, 2001 and 2000, respectively. NJNG had 387 and 445 union employees at September 30, 2001 and 2000, respectively. Home Services had 79 union employees at September 30, 2001. On October 1, 2001, Home Services reached agreement with the union on a two-and-one-half-year collective bargaining agreement, which provides, among other things, for an annual increase in wages of 5.14 percent with an additional 1 percent if certain performance measures are met. In fiscal 2002, the annual increase in wages is 4.25 percent with an additional 2 percent if certain performance measures are met. Effective October 1, 2002 through April 2, 2003, the six-month increase in wages is 1.63 percent with an additional 2 percent if certain performance measures are met. On December 6, 2000, NJNG reached an agreement with the union on a three-year collective bargaining agreement which provides, among other things, for annual wage increases of 3.5 percent, 3.5 percent and 3.25 percent, effective December 4, 2000, 2001 and 2002, respectively. The NJNG represented employees are also eligible for an additional 1.5 percent, 1.75 percent and 2 percent of base in fiscal 2001, 2002 and 2003, respectively, if certain performance measure are met. 10
OTHER The Company conducts business with Enron Corp. and its subsidiaries through several NJR affiliates: NJNG, Energy Services and NJR Energy. Based on decreased trading activity over the last month and netting agreements in place, the Company believes that it has no financial exposure due to Enron's bankruptcy filing. ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT <TABLE> <CAPTION> First Elected Office(1) Name Age an Officer - --------- ---- --- -------------- <S> <C> <C> <C> Chairman, President and Chief Executive Officer Laurence M. Downes 44 1/86 Senior Vice President, General Counsel and Corporate Secretary Oleta J. Harden 52 6/84 Senior Vice President and Chief Financial Officer Glenn C. Lockwood 40 1/90 </TABLE> (1) All terms of office are one year. There is no arrangement or understanding between the officers listed above and any other person pursuant to which they were selected as an officer. The following is a brief account of their business experience during the past five years: Laurence M. Downes Chairman, President and Chief Executive Officer Mr. Downes has held the position of Chairman since September 1996. He has held the position of President and Chief Executive Officer since July 1995. From January 1990 to July 1995, he held the position of Senior Vice President and Chief Financial Officer. Additional information concerning Mr. Downes appears on page 6 in the Company's definitive proxy statement for the Annual Meeting of Stockholders to be held on January 23, 2002, which was filed with the Securities and Exchange Commission (SEC) pursuant to Regulation 14A on December 18, 2001 and such information is incorporated herein by reference. Oleta J. Harden Senior Vice President, General Counsel and Corporate Secretary Mrs. Harden has held her present position since January 1987, except for the position of General Counsel which she has held since April 1996. 11
Glenn C. Lockwood Senior Vice President and Chief Financial Officer Mr. Lockwood has held the position of Chief Financial Officer since September 1995 and the added position of Senior Vice President since January 1996. From January 1994 to September 1995, he held the position of Vice President, Controller and Chief Accounting Officer. From January 1990 to January 1994, he held the position of Assistant Vice President, Controller and Chief Accounting Officer. In December 1997, Mr. Lockwood (along with three other current or former officers of the Company) entered into a settlement with the SEC in which he consented without admitting or denying the SEC's findings, to an administrative order finding that he was a cause of the Company not fully complying with Section 13(a) of the Securities Exchange Act of 1934 in connection with the Company's reporting of certain 1992 Company subsidiary transactions. No fines or monetary penalties were imposed on him, nor was his ability to act as an officer or director of a public company otherwise limited. ITEM 2. PROPERTIES NJNG (All properties are in New Jersey) NJNG owns 11,974 miles of distribution main and services, 215 miles of transmission main and approximately 424,687 meters. Mains are primarily located under public roads. Where mains are located under private property, NJNG has obtained easements from the owners of record. In addition to mains and services, NJNG owns and operates two LNG storage plants located in Stafford Township, Ocean County and Howell Township, Monmouth County. The two LNG plants have an estimated maximum capacity of 19,200 and 150,000 Dths per day, respectively. These facilities are used for peaking supply and emergencies. NJNG owns four service centers located in Rockaway Township, Morris County; Atlantic Highlands and Wall Township, Monmouth County; and Lakewood, Ocean County. These service centers house storerooms, garages, gas distribution and administrative offices. NJNG leases its headquarters facilities in Wall Township, customer service offices located in Asbury Park and Wall Township, Monmouth County and a service center in Manahawkin, Ocean County. These customer service offices support customer contact, marketing and other functions. Substantially all of NJNG's properties, not expressly excepted or duly released, are subject to the lien of an Indenture of Mortgage and Deed of Trust to Harris Trust and Savings Bank, Chicago, Illinois, dated April 1, 1952, as amended by twenty-nine supplemental indentures (Indenture), as security for NJNG's bonded debt, which totaled approximately $218 million at September 30, 2001. In addition, under the terms of its Indenture, NJNG could have issued approximately $298 million of additional first mortgage bonds as of September 30, 2001. See Note 5 to the Consolidated Financial Statements - Long-Term Debt, Dividends and Retained Earnings Restrictions in the Company's 2001 Annual Report for additional information regarding NJNG's bonded debt. 12
Retail and Other (All properties are in New Jersey) At September 30, 2001, CR&R owned 183 acres of undeveloped land and two fully-occupied buildings. The buildings consisted of 25,000 square feet of commercial office and mixed-use commercial/industrial space. In July 2001, CR&R sold a building and adjacent undeveloped acreage for $5.2 million, which generated a pre-tax gain of approximately $100,000. See Item 1. - Environment for a discussion of regulatory matters concerning one of the business parks owned by CR&R. Home Services leases a service center in Dover Township, Morris County. NJR Energy has less than one percent ownership interest in Capstone Turbine Corporation, a developer of energy efficient, gas-fired microturbines that produce electricity. Pipeline has a 3.3 percent equity interest in Iroquois. Capital Expenditure Program See MD&A - Liquidity and Capital Resources in the Company's 2001 Annual Report for a discussion of the Company's anticipated 2002 and 2003 capital expenditures for each business segment. ITEM 3. LEGAL PROCEEDINGS a. Gas Remediation NJNG has identified eleven former manufactured gas plant (MGP) sites, dating back to the late 1800's and early 1900's, which contain contaminated residues from the former gas manufacturing operations. Ten of the eleven sites in question were acquired by NJNG in 1952. All of the gas manufacturing operations ceased at these sites at least by the mid-1950's and in some cases had been discontinued many years earlier, and all of the old gas manufacturing facilities were subsequently dismantled by NJNG or the former owners. NJNG is currently involved in administrative proceedings with the New Jersey Department of Environmental Protection (NJDEP) and local government authorities with respect to the plant sites in question, and is participating in various studies and investigations by outside consultants to determine the nature and extent of any such contaminated residues and to develop appropriate programs of remedial action, where warranted. Since October 1989, NJNG has entered into Administrative Consent Orders or Memoranda of Agreement with the NJDEP covering all eleven sites. These documents establish the procedures to be followed by NJNG in developing a final remedial clean-up plan for each site. With respect to ten sites, until September 2001 most of the cost of such studies and investigations had been shared under an agreement with the former owner and operator of such ten MGP sites. In September 2001, a revised agreement was executed pursuant to which NJNG is responsible for two of the sites, while the former owner is responsible for the remaining eight sites. Also in September 2001, NJNG purchased a 20-year cost containment insurance policy for these two sites. NJNG continues to participate in the investigation and remedial action for one MGP site that was not subject to the original cost-sharing agreement. Through a Remediation Rider approved by the BPU, NJNG is 13
recovering its expenditures incurred through June 30, 1998 over a seven-year period. Costs incurred subsequent to June 30, 1998, including carrying costs on the deferred expenditures as noted above, will be reviewed annually and recovered over rolling seven-year periods, subject to BPU approval. In September 1999, NJNG filed for recovery of expenditures incurred through June 30, 1999. See Note 11 to the Consolidated Financial Statements - Commitments and Contingent Liabilities in the Company's 2001 Annual Report for additional information regarding estimated costs of remediation. In March 1995, NJNG instituted an action for declaratory relief against 24 separate insurance companies in the Superior Court of New Jersey. These insurance carriers provided comprehensive general liability coverage to NJNG from 1951 through 1985. Prior to the institution of the suit, NJNG requested the insurance carriers to defend and indemnify it with respect to the environmental liability created by the former manufactured gas plants. The insurance carriers all denied coverage claiming that various terms in the policy preclude coverage. During fiscal 2001, settlement has been achieved with several of the excess carriers while other carriers were dismissed without prejudice when it was determined that the State's allocation method would not have assessed any liability to the particular carrier. In September 2001, NJNG reached a favorable settlement with the insurance carrier which provided the majority of NJNG's coverage. This settlement involves a significant cash payment which will be tendered in four yearly installments. One carrier remains and NJNG is optimistic that a settlement can be reached in that matter. No assurance can be made as to the timing or terms of such settlement. b. South Brunswick Asphalt, L.P. NJNG has been named as a defendant in a civil action commenced in New Jersey Superior Court ("the court") by South Brunswick Asphalt, L.P. (SBA) and its affiliated companies seeking damages arising from alleged environmental contamination at three sites owned or occupied by SBA and its affiliated companies. Specifically, the suit charges that tar emulsion removed from 1979 to 1983 by an affiliate of SBA (Seal Tite Corp.) from NJNG's former gas manufacturing plant sites has been alleged by the NJDEP to constitute a hazardous waste and that the tar emulsion has contaminated the soil and ground water at the three sites in question. In February 1991, the NJDEP issued letters classifying the tar emulsion/sand and gravel mixture at each site as dry industrial waste, a non-hazardous classification. In April 1996, in a meeting with all parties to the litigation and the judge assigned to the case, the NJDEP confirmed the non-hazardous classification, which will allow for conventional disposal. In May 1997, SBA submitted applications to NJDEP for permits to allow SBA to recycle the tar emulsion/sand and gravel mixture at each site into asphalt, to be used as a paving material. In July 1998, SBA filed an amended complaint adding NJDEP to the proceedings to facilitate the resolution of these applications. NJDEP denied SBA's the requested permits, and in October 2001 the court dismissed all claims against NJDEP on the ground that the court lacked jurisdiction to review NJDEP's administrative denial of SBA's permit applications, as well as NJDEP's orders to SBA in 1984 and 1985 prohibiting SBA from using the tar emulsion/sand and gravel mixture as a road construction material. Discovery has now concluded in this litigation and it is anticipated that this case will be assigned a trial date in early to mid-2002. The company does not believe that the ultimate resolution of this litigation will have a material adverse affect on its consolidated financial condition or results of operations. 14
c. Combe Fill South Landfill NJNG has been joined as a third-party defendant in two civil actions commenced in October 1998 in the U.S. District Court for the District of New Jersey by the U.S. Environmental Protection Agency and NJDEP. These two actions seek recovery of costs expended in connection with, and for continuation of the cleanup of, the Combe Fill South Landfill, a Superfund site in Chester, New Jersey. The plaintiffs claim that hazardous waste NJNG is alleged to have generated was sent to the site. There are approximately 180 defendants and third-party defendants in the actions thus far. Each third-party complaint seeks damages under CERCLA Section 113 and the New Jersey Spill Act, declaratory relief holding each third-party defendant strictly liable, and contribution and indemnification under the common law of the United States and New Jersey. No specific monetary demands or scope of cleanup work have been set forth to date. NJNG is in the process of investigating the allegations, formulating its position with respect thereto and has agreed to participate in an alternate dispute resolution process encouraged by the Court. Its insurance carriers have been notified and one has agreed to assume responsibility for the legal expenses, while reserving its rights with regard to liability. NJNG is currently unable to predict the extent, if any, to which it may have cleanup or other liability with respect to these civil actions, but would seek recovery of any such costs through the ratemaking process. No assurance can be given as to the timing or extent of the ultimate recovery of any such costs. d. Various The Company is party to various other claims, legal actions and complaints arising in the ordinary course of business. In management's opinion, the ultimate disposition of these matters will not have a material adverse effect on its financial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained in this report (other than the financial statements and other statements of historical fact), including, without limitation, statements as management expectations and belief presented in Part I under the captions "New Jersey Natural Gas Company - General; - Gas Supply; - - Regulation and Rates; - Competition," "Environment," "Other" and "Legal Proceedings," are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also be identified by the use of forward-looking terminology such as "may," "intend," "expect," or "continue" or comparable terminology and are made based upon management's expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management. The Company cautions readers that the assumptions that form the basis for forward-looking statements regarding financial results and capital requirements for fiscal 2002 and thereafter include 15
many factors that are beyond the Company's ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and changes in interest rates. Among the factors that could cause actual results to differ materially from estimates reflected in such forward-looking statements are weather and economic conditions, demographic changes in NJNG's service territory, fluctuations in energy commodity prices, energy conversion activity and other marketing efforts, the conservation efforts of NJNG's customers, the pace of deregulation of retail gas markets, competition for the acquisition of gas, the regulatory and pricing policies of federal and state regulatory agencies, changes due to legislation at the federal and state levels, the availability of Canadian reserves for export to the United States and other regulatory changes. While the Company periodically reassesses material trends and uncertainties affecting the Company's results of operations and financial condition in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its quarterly and annual reports, the Company does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events. 16
PART II Information for Items 5 through 9 of this report appears below or in the Company's 2001 Annual Report as indicated on the following table and the 2001 Annual Report information is incorporated herein by reference, as follows: <TABLE> <CAPTION> Annual Report Page ------------------ <S> <C> ITEM 5. Market for the Registrant's Common Equity and Related Stockholder Matters Market Information - Exchange Inside back cover - Stock Prices & Dividends 29 Dividend Restrictions 44 Holders of Common Stock - 17,065 Shareowner accounts ITEM 6. Selected Financial Data 28 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30-35 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 34-35 ITEM 8 Financial Statements and Supplementary Data 30-50 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - None </TABLE> 17
PART III Information for Items 10 through 13 of this report is incorporated herein by reference to the Company's definitive proxy statement for the Annual Meeting of Stockholders to be held on January 23, 2002, which was filed with the SEC pursuant to Regulation 14A on December 18, 2001. <TABLE> <CAPTION> Proxy Page ---------- <S> <C> ITEM 10. Directors and Executive Officers of the Registrant 3 - 7 ITEM 11. Executive Compensation 9 - 14 ITEM 12. Security Ownership of Certain Beneficial Owners and Management 2 ITEM 13. Certain Relationships and Related Transactions 18 </TABLE> PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) The following Financial Statements of the Registrant and Independent Auditors' Report, included in the Company's 2001 Annual Report, are incorporated by reference in Item 8 above: Consolidated Balance Sheets as of September 30, 2001 and 2000 Consolidated Statements of Income for the Years Ended September 30, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the Years Ended September 30, 2001, 2000 and 1999 Consolidated Statements of Capitalization as of September 30, 2001 and 2000 Consolidated Statements of Common Stock Equity for the Years Ended September 30, 2001, 2000 and 1999 Notes to Consolidated Financial Statements Independent Auditors' Report (2) Financial Statement Schedules - See Index to Financial Statement Schedules on page 19. (3) Exhibits - See Exhibit Index on page 23. (b) No reports on Form 8-K were filed by the Company during the quarter ended September 30, 2001. On May 7, 2001, a report on Form 8-K was filed by the Company furnishing under Item 9 information disclosed pursuant to Regulation FD. 18
NEW JERSEY RESOURCES CORPORATION INDEX TO FINANCIAL STATEMENT SCHEDULES <TABLE> <CAPTION> Page ---- <S> <C> Schedule II - Valuation and qualifying accounts and reserves for each of the three years in the period ended September 30, 2001 20 </TABLE> Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. 19
Schedule II NEW JERSEY RESOURCES CORPORATION VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED SEPTEMBER 30, 2001, 2000 and 1999 <TABLE> <CAPTION> BALANCE BALANCE AT BEGINNING ADDITIONS CHARGED TO AT END OF CLASSIFICATION OF YEAR EXPENSE OTHER YEAR - --------------------- -------------------- -------------------- ------------ --------- <S> <C> <C> <C> <C> ($000) 2001: Allowance for Doubtful Accounts $2,555 $3,088 $(2,617) (1) $3,026 ====== ====== ======== ====== 2000: Allowance for Doubtful Accounts $1,684 $2,614 $(1,743) (1) $2,555 ====== ====== ======== ====== 1999: Allowance for Doubtful Accounts $1,907 $2,269 $(2,492) (1) $1,684 ====== ====== ========= ====== </TABLE> Notes: (1) Uncollectible accounts written off, less recoveries. 20
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW JERSEY RESOURCES CORPORATION -------------------------------- (Registrant) Date: December 21, 2001 By: /s/ Glenn C. Lockwood --------------------------- Glenn C. Lockwood Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: <TABLE> <S> <C> Dec. 21, 2001 /s/ Laurence M. Downes Dec. 21, 2001 /s/ James T. Hackett ---------------------- -------------------- Laurence M. Downes James T. Hackett Chairman, President and Director Chief Executive Officer Dec. 21, 2001 /s/ Glenn C. Lockwood Dec. 21, 2001 /s/ Lester D. Johnson --------------------- --------------------- Glenn C. Lockwood Lester D. Johnson Senior Vice President and Director Chief Financial Officer (Principal Accounting Officer) Dec. 21, 2001 /s/ Nina Aversano Dec. 21, 2001 /s/ Dorothy K. Light ----------------- -------------------- Nina Aversano Dorothy K. Light Director Director Dec. 21, 2001 /s/ Lawrence R. Codey Dec. 21, 2001 /s/ William H. Turner --------------------- --------------------- Lawrence R. Codey William H. Turner Director Director Dec. 21, 2001 /s/ Leonard S. Coleman Dec. 21, 2001 /s/ Gary W. Wolf ---------------------- ---------------- Leonard S. Coleman Gary W. Wolf Director Director Dec. 21, 2001 /s/ Joe B. Foster Dec. 21, 2001 /s/ George R. Zoffinger ----------------- ----------------------- Joe B. Foster George R. Zoffinger Director Director Dec. 21, 2001 /s/ Hazel S. Gluck ------------------- Hazel S. Gluck Director </TABLE> 21
INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of New Jersey Resources Corporation: We have audited the consolidated financial statements of New Jersey Resources Corporation as of September 30, 2001 and 2000 and for each of the three years in the period ended September 30, 2001, and have issued our report thereon dated October 25, 2001; such consolidated financial statements and report are included in your 2001 Annual Report and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of New Jersey Resources Corporation, listed in Item 14. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Parsippany, New Jersey October 25, 2001 - ------------------------------------------------------------------------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 33-52409 and No. 333-59013 on Form S-8 and No. 33-57711 on Form S-3 of New Jersey Resources Corporation of our reports dated October 25, 2001 included in and incorporated by reference in this Annual Report on Form 10-K of New Jersey Resources Corporation for the year ended September 30, 2001. DELOITTE & TOUCHE LLP Parsippany, New Jersey December 21, 2001 22
EXHIBIT INDEX <TABLE> <CAPTION> Previous Filing Reg. S-K --------------- Exhibit Item 601 Registration No. Reference Document Description Number Exhibit - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> 3-1 3 Restated Certificate of Incorporation of the Note (8) 3-1 Company, as amended 3-2 By-laws of the Company, as presently in effect 333-59013 5-1 4-1 4 Specimen Common Stock Certificates 33-21872 4-1 4-2 Indenture of Mortgage and Deed of Trust 2-9569 4(g) with Harris Trust and Savings Bank, as Trustee, dated April 1, 1952 4-2A Twenty-First Supplemental Indenture, Note (5) 4-2U dated as of August 1, 1993 4-2B Twenty-Second Supplemental Indenture, Note (5) 4-2V dated as of October 1, 1993 4-2C Twenty-Third Supplemental Indenture, Note (6) 4-2W dated as of August 15, 1994 4-2D Twenty-Fourth Supplemental Indenture, Note (6) 4-2X dated as of October 1, 1994 4-2E Twenty-Fifth Supplemental Indenture, Note (7) 4-2Y dated as of July 15, 1995 4-2F Twenty-Sixth Supplemental Indenture, Note (7) 4-2Z dated as of October 1, 1995 4-2G Twenty-Seventh Supplemental Indenture, Note (9) 4-2J dated as of September 1, 1997 4-2H Twenty-Eighth Supplemental Indenture, Note (10) 4-2K dated as of January 1, 1998 4-2I Twenty-Ninth Supplemental Indenture, Note (10) 4-2L dated as of April 1, 1998 4-5 Amended and Restated Note and Credit The Company's 4-5 Agreement between New Jersey Resources Quarterly Report Corporation and First Union National Bank, on Form 10-Q for successor to First Fidelity Bank, dated May 7, 1993 the quarter ended June 30, 1993 </TABLE> 23
EXHIBIT INDEX <TABLE> <CAPTION> Previous Filing Reg. S-K --------------- Exhibit Item 601 Registration No. Reference Document Description Number Exhibit - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> 4-5A Dated as of August 29, 1995 Note (8) 4-5A 4-5B Dated as of April 2, 1996 Note (8) 4-5B 4-5C Dated as of September 10, 1996 Note (8) 4-5C 4-5D Dated as of September 26, 1997 Note (9) 4-5D 4-5E Dated as of August 10, 1999 Note (11) 4-5E 4-5F Dated as of September 29, 2000 Note (12) 4-5F 4-7 Syndicated credit agreement dated January 5, 2001, The Company's 4-7 among NJR, PNC Bank and other parties named Quarterly Report therein on Form 10-Q for the quarter ended March 31, 2001 4-7A First amendment to the NJR syndicated credit agreement, dated October 3, 2001 among NJR, PNC Bank and other parties named therein (filed herewith) 4-8 Syndicated credit agreement dated January 5, 2001, The Company's 4-8 among NJNG, PNC Bank and other parties named Quarterly Report therein on Form 10-Q for the quarter ended March 31, 2001 4-8A First amendment to the NJNG syndicated credit The Company's 4-8A agreement, dated March 1, 2001, among NJNG, Quarterly Report PNC Bank and other parties named therein on Form 10-Q for the quarter ended March 31, 2001 4-8B Second amendment to the NJNG syndicated credit agreement, dated October 3, 2001, among NJNG, PNC Bank and other parties named therein (filed herewith) 4-10 Shareholder Rights Plan The Company's Form 8-K filed on August 2, 1996 </TABLE> 24
EXHIBIT INDEX <TABLE> <CAPTION> Previous Filing Reg. S-K --------------- Exhibit Item 601 Registration No. Reference Document Description Number Exhibit - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> 10-2 10 Retirement Plan for Represented Employees, as 2-73181 10(f) amended October 1, 1984 10-3 Retirement Plan for Non-Represented Employees, 2-73181 10(g) as amended October 1, 1985 10-4 Supplemental Retirement Plans covering all Note (1) 10-9 Executive Officers as described in the Registrant's definitive proxy statement incorporated herein by reference 10-5 Agreements between NJNG and Texas Eastern Transmission Company Note (8) 10-5 10-5A Dated June 21, 1995 Note (8) 10-5A 10-5B Dated June 21, 1995 Note (8) 10-5B 10-5C Dated November 15, 1995 Note (8) 10-5C 10-6 Officer Incentive Plan effective as of October 1, 1986 Note (8) 10-6 10-7 Lease Agreement between NJNG as Lessee Note (8) 10-7 and State Street Bank and Trust Company of Connecticut, National Association as Lessor for NJNG's Headquarters Building dated December 21, 1995 10-10 Long-Term Incentive Compensation Plan Company's proxy as amended statement on Schedule 14A for the 1996 Annual Meeting 10-12 Employment Continuation Agreement of Laurence Note (8) 10-12 M. Downes dated June 5, 1996 10-12A Amendment dated as of December 1, 1997 Note (9) 10-12A 10-12B Revised Schedule of Officer Employee Continuation Note (9) 10-12B Agreements 10-13 Agreements between NJNG and Alberta Northeast Note (4) 10-13 Gas Limited, dated February 7, 1991 </TABLE> 25
EXHIBIT INDEX <TABLE> <CAPTION> Previous Filing Reg. S-K --------------- Exhibit Item 601 Registration No. Reference Document Description Number Exhibit - ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> 10-14 Agreement between NJNG and Iroquois Gas Note (4) 10-14 Transmission System, L.P., dated February 7, 1991 10-15 Agreements between NJNG and CNG Transmission Note (8) 10-15 Corporation 10-15A Dated December 1, 1993 Note (8) 10-15A 10-15B Dated December 1, 1993, as amended Note (8) 10-15B December 21, 1995 13-1 13 2001 Annual Report to Stockholders. Such Exhibit includes only those portions thereof which are expressly incorporated by reference in this Form 10-K (filed herewith) 21-1 21 Subsidiaries of the Registrant (filed herewith) 23-1 23 Independent Auditors' Consent and Report on Schedule (filed herewith) See page 22 </TABLE> Note (1) 1986 Form 10-K File No. 1-8359 Note (2) 1989 Form 10-K File No. 1-8359 Note (3) 1991 Form 10-K File No. 1-8359 Note (4) 1992 Form 10-K File No. 1-8359 Note (5) 1993 Form 10-K File No. 1-8359 Note (6) 1994 Form 10-K File No. 1-8359 Note (7) 1995 Form 10-K File No. 1-8359 Note (8) 1996 Form 10-K File No. 1-8359 Note (9) 1997 Form 10-K File No. 1-8359 Note (10) 1998 Form 10-K File No. 1-8359 Note (11) 1999 Form 10-K File No. 1-8359 Note (12) 2000 Form 10-K File No. 1-8359 26