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What changed in NEW JERSEY RESOURCES CORP's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of NEW JERSEY RESOURCES CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+419 added894 removedSource: 10-K (2025-11-20) vs 10-K (2024-11-26)

Top changes in NEW JERSEY RESOURCES CORP's 2025 10-K

419 paragraphs added · 894 removed · 241 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOperating Revenues/Throughput For the fiscal years ended September 30, operating revenues and throughput by customer class for NJNG are as follows: 2024 2023 2022 ($ in thousands) Operating Revenue Bcf Operating Revenue Bcf Operating Revenue Bcf Residential $ 642,352 44.5 $ 643,756 43.4 $ 598,433 45.5 Commercial and other 124,127 8.5 137,343 8.4 140,727 8.7 Firm transportation 86,138 11.7 79,537 12.1 80,915 13.0 Total residential and commercial 852,617 64.7 860,636 63.9 820,075 67.2 Interruptible/off-tariff agreements/other 9,950 25.8 9,996 29.5 9,740 32.4 Total system 862,567 90.5 870,632 93.4 829,815 99.6 BGSS incentive programs (1) 157,265 67.7 142,001 34.9 298,952 44.5 Total $ 1,019,832 158.2 $ 1,012,633 128.3 $ 1,128,767 144.1 (1) Does not include 17.3, 37.7 and 50.7 Bcf for the capacity release program and related amounts of approximately $0.8M, $0.9M and $0.7M, which are recorded as a reduction of natural gas purchases on the Consolidated Statements of Operations during fiscal 2024, 2023 and 2022, respectively.
Biggest changeOperating Revenues/Throughput For the fiscal years ended September 30, operating revenues and throughput by customer class for NJNG are as follows: 2025 2024 2023 ($ in thousands) Operating Revenue Bcf Operating Revenue Bcf Operating Revenue Bcf Residential $ 781,289 47.8 $ 642,352 44.5 $ 643,756 43.4 Commercial and other 161,544 9.1 124,127 8.5 137,343 8.4 Firm transportation 107,749 11.7 86,138 11.7 79,537 12.1 Total residential and commercial 1,050,582 68.6 852,617 64.7 860,636 63.9 Interruptible/off-tariff agreements/other 10,811 31.0 9,950 25.8 9,996 29.5 Total system 1,061,393 99.6 862,567 90.5 870,632 93.4 BGSS incentive programs (1) 241,224 60.5 157,265 67.7 142,001 34.9 Total $ 1,302,617 160.1 $ 1,019,832 158.2 $ 1,012,633 128.3 (1) Does not include 5.9, 17.3 and 37.7 Bcf for the capacity release program and related amounts of approximately $0.5M, $0.8M and $0.9M, which are recorded as a reduction of natural gas purchases on the Consolidated Statements of Operations during fiscal 2025, 2024 and 2023, respectively.
The pipeline companies that provide firm transportation service to NJNG’s citygate stations, the maximum daily deliverability of that capacity and the contract expiration dates are as follows: Pipeline Dths (1) Expiration Texas Eastern Transmission, LP 390,738 2025 to 2026 Algonquin Gas Transmission, LLC 12,000 2026 Columbia Gas Transmission, LLC 50,000 2027 to 2030 Tennessee Gas Pipeline Company, LLC 35,894 2028 to 2029 Transcontinental Gas Pipe Line Company, LLC 425,531 2025 to 2039 Total 914,163 (1) Numbers are shown net of any capacity release contracted amounts.
The pipeline companies that provide firm transportation service to NJNG’s citygate stations, the maximum daily deliverability of that capacity and the contract expiration dates are as follows: Pipeline Dths (1) Expiration Transcontinental Gas Pipe Line Company, LLC 425,531 2026 to 2039 Texas Eastern Transmission, LP 390,738 2026 to 2027 Columbia Gas Transmission, LLC 50,000 2027 to 2030 Tennessee Gas Pipeline Company, LLC 35,894 2028 to 2029 Algonquin Gas Transmission, LLC 12,000 2027 Total 914,163 (1) Numbers are shown net of any capacity release contracted amounts.
In fiscal 2024, no single customer represented more than 10% of consolidated operating revenues. Seasonality of Natural Gas Revenues Therm sales are significantly affected by weather conditions, with customer demand being greatest during the winter months when natural gas is used for heating purposes. The relative measurement of the impact of weather is in Degree-days.
In fiscal 2025, no single customer represented more than 10% of consolidated operating revenues. Seasonality of Natural Gas Revenues Therm sales are significantly affected by weather conditions, with customer demand being greatest during the winter months when natural gas is used for heating purposes. The relative measurement of the impact of weather is in Degree-days.
The storage suppliers, the maximum daily deliverability of that storage capacity and the contract expiration dates are as follows: Pipeline Dths Expiration Texas Eastern Transmission, LP 94,557 2026 Transcontinental Gas Pipe Line Company, LLC 8,384 2028 Total 102,941 NJNG also has upstream storage contracts.
The storage suppliers, the maximum daily deliverability of that storage capacity and the contract expiration dates are as follows: Pipeline Dths Expiration Texas Eastern Transmission, LP 94,557 2027 Transcontinental Gas Pipe Line Company, LLC 8,384 2028 Total 102,941 NJNG also has upstream storage contracts.
ITEM 1. BUSINESS (Continued) Natural Gas Distribution General NJNG consists of regulated utility operations that provide natural gas service to residential and commercial customers. NJNG’s service territory includes Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey. It encompasses 1,538 square miles, covering 109 municipalities with an estimated population of 1.7M people.
ITEM 1. BUSINESS (Continued) Natural Gas Distribution General NJNG consists of regulated utility operations that provide natural gas service to residential and commercial customers. NJNG’s service territory includes Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey. It encompasses 1,538 square miles, covering 109 municipalities with an estimated population of 1.7 million people.
The maximum daily deliverability and contract expiration dates are as follows: Company Dths Expiration Eastern Gas Transmission and Storage, Inc. 286,829 various dates from 2025 to 2027 Steckman Ridge 38,000 2025 Stagecoach Pipeline and Storage Company, LLC 47,065 2028 Total 371,894 NJNG utilizes its transportation contracts to transport natural gas to NJNG’s citygates from the Eastern Gas Transmission and Storage, Inc., Steckman Ridge and Stagecoach Pipeline & Storage Company LLC storage fields.
The maximum daily deliverability and contract expiration dates are as follows: Company Dths Expiration Eastern Gas Transmission and Storage, Inc. 286,829 2028 to 2030 Steckman Ridge 70,000 2027 Stagecoach Pipeline and Storage Company, LLC 47,065 2028 Total 403,894 NJNG utilizes its transportation contracts to transport natural gas to NJNG’s citygates from the Eastern Gas Transmission and Storage, Inc., Steckman Ridge and Stagecoach Pipeline & Storage Company LLC storage fields.
Management s Discussion and Analysis of Financial Condition and Results of Operations-Natural Gas Distribution . Page 7 New Jersey Resources Corporation Part I ITEM 1.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Natural Gas Distribution . Page 7 New Jersey Resources Corporation Part I ITEM 1.
BUSINESS (Continued) Natural Gas Supply Firm Natural Gas Supplies In fiscal 2024, NJNG purchased natural gas from approximately 56 suppliers under contracts ranging from one day to five months and purchased over 10% of its natural gas from two suppliers.
BUSINESS (Continued) Natural Gas Supply Firm Natural Gas Supplies In fiscal 2025, NJNG purchased natural gas from approximately 63 suppliers under contracts ranging from one day to seven months and purchased over 10% of its natural gas from two suppliers.
NJNG’s business is subject to various risks, such as those associated with adverse economic conditions, which can negatively impact customer growth and operating and financing costs; fluctuations in commodity prices, which can impact customer usage; certain regulatory actions; and environmental remediation. It is often difficult to predict the impact of trends associated with these risks.
NJNG’s business is subject to various risks, such as those associated with adverse economic conditions, which can negatively impact customer growth and operating and financing costs; fluctuations in commodity prices, which can impact customer usage; certain regulatory actions; environmental remediation; and changes in how customers consume energy.
NJNG’s liquefaction facility allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. See
NJNG’s liquefaction facility allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. See Item 2. Properties-Natural Gas Distribution for additional information regarding the LNG storage facilities. Page 8 New Jersey Resources Corporation Part I ITEM 1.
This agreement expired on March 31, 2024 and was not renewed. Page 8 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Peaking Supply To manage its winter peak day demand, NJNG maintains two LNG facilities with a combined deliverability of approximately 170,000 Dths/day, which represents approximately 17% of its estimated peak day sendout.
NJNG has sufficient firm transportation, storage and supply capacity to fully meet its customer demand for natural gas within its service territory. Peaking Supply To manage its winter peak day demand, NJNG maintains two LNG facilities with a combined deliverability of approximately 170,000 Dths/day, which represents approximately 17% of its estimated peak day sendout.
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NJNG has sufficient firm transportation, storage and supply capacity to fully meet its customer demand for natural gas within its service territory. Citygate Supplies from ES NJNG and ES had one AMA where NJNG released certain transportation and storage capacity to ES, which NJNG could have called upon if needed.
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It is often difficult to predict the impact of trends associated with these risks.
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BUSINESS (Continued) Basic Gas Supply Service BGSS is a BPU-approved clause designed to allow for the recovery of natural gas commodity costs on an annual basis.
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The clause requires all New Jersey natural gas utilities to make an annual filing by each June 1 for review of BGSS rates and to request a potential rate change effective the following October 1.
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The BGSS also allows each natural gas utility to provisionally increase residential and small commercial customer BGSS rates on December 1 and February 1 for up to a 5% increase to the average residential heat customer’s bill on a self-implementing basis with proper notice. Such increases are subject to subsequent BPU review and final approval.
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In addition to making periodic rate adjustments to reflect changes in commodity prices, NJNG is also permitted to refund or credit back a portion of the commodity costs to customers when the natural gas commodity costs decrease in comparison to amounts projected or to amounts previously collected from customers.
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Decreases in the BGSS rate and BGSS refunds can be implemented with five days’ notice to the BPU. Rate changes, as well as other regulatory actions related to BGSS, are discussed further in Note 4. Regulation in the accompanying Consolidated Financial Statements. Wholesale natural gas prices are, by their nature, volatile.
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NJNG mitigates the impact of volatile price changes on customers through the use of financial derivative instruments, which are part of its storage incentive program and its BGSS clause. Future Natural Gas Supplies NJNG expects to meet the natural gas requirements for existing and projected firm customers.
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If NJNG’s long-term natural gas requirements change, NJNG expects to renegotiate and restructure its contract portfolio to better match the changing needs of its customers and changing natural gas supply landscape.
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Regulation and Rates State NJNG is subject to the jurisdiction of the BPU with respect to a wide range of matters such as base rates and regulatory rider rates, the issuance of securities, the safety and adequacy of service, the manner of keeping its accounts and records, the sufficiency of natural gas supply, pipeline safety, environmental issues, compliance with affiliate standards and the sale or encumbrance of its properties.
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See Note 4. Regulation in the accompanying Consolidated Financial Statements for additional information regarding NJNG’s rate proceedings. Federal FERC regulates rates charged by interstate pipeline companies for the transportation and storage of natural gas. This may affect NJNG’s agreements with several interstate pipeline companies for the cost of the purchase of such services.
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Costs associated with these services are currently recoverable through the BGSS. Competition Although its franchises are nonexclusive, 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.
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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, electricity and propane.
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Natural gas prices are a function of market supply and demand. Although NJNG believes natural gas will remain competitive with alternative fuels, no assurance can be given in this regard. The BPU, within the framework of the EDECA, fully opened NJNG’s residential markets to competition, including third-party suppliers, and restructured rates to segregate its BGSS and delivery (i.e., transportation) prices.
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New Jersey’s natural gas utilities must provide BGSS in the absence of a third-party supplier. On September 30, 2025, NJNG had 13,121 residential and 7,846 commercial and industrial customers utilizing the transportation service. Page 9 New Jersey Resources Corporation Part I ITEM 1.
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BUSINESS (Continued) Clean Energy Ventures CEV owns and operates clean energy projects, including commercial solar installations located in seven states, including New Jersey, Rhode Island, New York, Connecticut, Michigan, Indiana and Pennsylvania. As of September 30, 2025, CEV has approximately 479 MW of solar capacity in service, including a combination of net-metered and grid-connected commercial solar systems.
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CEV operated a residential solar portfolio, which provided qualifying homeowners with the opportunity to have a solar system installed at their home in exchange for monthly lease payments and with no installation or maintenance expenses. On November 25, 2024, CEV completed the sale of its residential solar portfolio and related assets and liabilities to a third party. See Note 17.
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Dispositions for more information regarding the transaction. CEV’s commercial solar projects are sourced through various channels and include both net-metered and grid-connected systems. Net-metered projects involve the sale of energy to a host and grid-connected systems into the wholesale energy markets. Project construction is competitively sourced through third parties.
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New Jersey has one of the 15 largest solar markets in the U.S., according to the Solar Energy Industries Association®, with a large number of firms competing in all facets of the market including development, financing and construction.
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Our solar systems located in New Jersey are registered and certified with the BPU’s Office of Clean Energy and qualified to produce RECs. One REC is created for every MWh of electricity produced by a solar generator.
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CEV sells SRECs generated to a variety of counterparties, including electric load-serving entities that serve electric customers in New Jersey and are required to comply with the solar carve-out of the Renewable Portfolio Standard, a regulation that requires the increased production of energy from renewable energy sources.
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In December 2019, the BPU established the TREC as the interim program successor to the SREC program. TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value. The project factor is determined by the type and location of the project, as defined.
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All TRECs generated are required to be purchased monthly by a TREC program administrator as appointed by the BPU. In July 2021, the BPU approved the first portion of the solar successor program for net-metered projects under 5 MWs. Incentives are structured as a 15-year fixed incentive ranging from $85 to $130/MWh depending on market segment, project siting and size.
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The second phase of the successor program, the CSI program, was established in December 2022. The CSI program was designed to encourage grid scale solar generation with a goal of incentivizing development of at least 300 MW of solar annually until 2026. Solicitations take place annually, and all projects that meet pre-qualification requirements will compete on price only.
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CEV is subject to various risks including those associated with adverse federal and state legislation and regulatory policies, electric grid connection, supply chain and/or construction delays that can impact the timing or eligibility of tax incentives, technological changes and the future market of RECs. See Item 1A. Risk Factors for additional information regarding these risks.
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Energy Services ES consists of unregulated wholesale and retail natural gas operations and provides producer and asset management services to a diverse customer base across North America. ES has acquired contractual rights to natural gas transportation and storage assets it utilizes to implement its strategic and opportunistic market strategies.
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The rights to these assets were acquired in anticipation of delivering natural gas, performing asset management services for customers or identifying strategic opportunities that exist in or between the market areas that it serves. These opportunities are driven by price differentials between market locations and/or time periods.
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ES differentiates itself in the marketplace based on price, reliability and quality of service. Its competitors include wholesale marketing and trading companies, utilities, natural gas producers and financial institutions. ES’s portfolio of customers includes regulated natural gas distribution companies, industrial companies, electric generators, natural gas/liquids processors, retail aggregators, wholesale marketers and natural gas producers.
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Page 10 New Jersey Resources Corporation Part I ITEM 1.
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BUSINESS (Continued) While focusing on maintaining a low-risk operating and counterparty credit profile, ES’s activities specifically consist of the following elements: • Providing natural gas portfolio management services to electric generation facilities, natural gas producers and natural gas utilities; • Managing strategies for new and existing natural gas transportation and storage assets to capture value from changes in price due to location or timing differences; • Managing transactional logistics to minimize the cost of natural gas delivery to customers while maintaining security of supply.
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Transactions utilize the most optimal and advantageous natural gas supply transportation routing available within its contractual asset portfolio and various market areas; and • Managing economic hedging programs that are designed to mitigate the impact of changes in market prices on Financial Margin generated on its natural gas transportation and storage commitments.
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In an effort to deliver more predictable earnings contributions, reduce earnings volatility and monetize the value of its natural gas transportation portfolio, ES entered into a series of AMAs in December 2020 with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts.
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The AMAs include a series of initial and permanent releases, which commenced in November 2021. NJR received a total of approximately $260M in cash from fiscal 2022 through fiscal 2024 and will receive approximately $34M per year from fiscal 2025 through fiscal 2031 under the agreements.
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During fiscal 2025, ES purchased more than 10% of its natural gas from one supplier. ES believes the loss of this supplier would not have a material adverse impact on its results of operations, financial position or cash flows, as an adequate number of alternative suppliers exist.
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Transportation and Natural Gas Storage Transactions ES focuses on creating value from the use of its physical assets, which are typically amassed through contractual rights to natural gas transportation and storage capacity. These assets become more valuable when favorable price changes occur that impact the value between or within market areas and across time periods.
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On a forward basis, ES may hedge these price differentials through the use of financial instruments. In addition, ES may seek to optimize these assets on a daily basis, as market conditions warrant, by evaluating natural gas supply and transportation availability within its portfolio.
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This enables ES to capture geographic pricing differences across various regions, as delivered natural gas prices may change favorably as a result of market conditions. ES may, for example, initiate positions when intrinsic Financial Margin is present, and then enhance that Financial Margin as prices change across regions or time periods.
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ES also engages in park and loan transactions with storage and pipeline operators, where ES will either borrow (receive a loan of) natural gas with an obligation to repay the storage or pipeline operator at a later date or “park” natural gas with an obligation to withdraw at a later date.
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In these cases, ES evaluates the economics of the transaction to determine if it can capture pricing differentials in the marketplace and generate Financial Margin. ES evaluates deal attributes such as fixed fees and calendar-spread value from deal inception until volumes are scheduled to be returned and/or repaid, as well as the time value of money.
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If this evaluation demonstrates that Financial Margin exists, ES may enter into the transaction and hedge with natural gas futures contracts, thereby locking in Financial Margin. ES maintains inventory balances to satisfy existing or anticipated sales of natural gas to its counterparties and/or to create additional value, as described above.
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During fiscal 2025 and 2024, ES managed and sold 108.6 Bcf and 125.3 Bcf of natural gas, respectively. In addition, as of September 30, 2025 and 2024, ES had 13.2 Bcf and 13.1 Bcf of natural gas in storage, respectively.
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Weather/Seasonality ES activities are typically seasonal in nature as a result of changes in the supply and demand for natural gas. Demand for natural gas is generally higher during the winter months when there may also be supply constraints; however, during periods of milder temperatures, demand can decrease.
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In addition, demand for natural gas can also be high during periods of extreme heat in the summer months, resulting from the need for additional natural gas supply for natural gas-fired electric generation facilities. Accordingly, ES can be subject to variations in earnings and working capital throughout the year as a result of changes in weather.
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Page 11 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Volatility ES’s activities are also subject to price volatility or supply/demand dynamics within its North American wholesale markets, including in the Northeastern, Appalachian, Mid-Continent and Southeast regions.
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Changes in natural gas supply can affect capacity values and ES’s Financial Margin, which, as described below, is generated from the optimization of transportation and storage assets. With its focus on risk management, ES continues to diversify its revenue stream by identifying new growth opportunities in producer and asset management services.
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ES monitors changing market dynamics and strategically adjusts its portfolio of transportation and storage assets, which currently includes an average of approximately 13.7 Bcf of firm storage and 0.6 Bcf of firm transportation capacity.
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Financial Margin To economically hedge the commodity price risk associated with its existing and anticipated commitments for the purchase and sale of natural gas, ES enters into a variety of derivative instruments including, but not limited to, futures contracts, physical forward contracts, financial swaps and options.
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These derivative instruments are accounted for at fair value with changes in fair value recognized in earnings as they occur. ES views Financial Margin, a non-GAAP financial measure, as a key internal financial metric. For additional information regarding Financial Margin, see Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations-Energy Services .
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Risk Management In conducting its business, ES mitigates risk by following formal risk management guidelines, including transaction limits, segregation of duties and formal contract and credit review approval processes. ES continuously monitors and seeks to reduce the risk associated with its counterparty credit exposures. Our Risk Management Committee oversees compliance with these established guidelines.
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Storage and Transportation S&T includes investments in FERC-regulated interstate natural gas storage and transportation assets and comprises NJR Midstream Company, which owns and operates Leaf River, FERC-regulated Adelphia, and NJR Steckman Ridge Storage Company, which holds our 50% equity method investment in Steckman Ridge.
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Leaf River Leaf River is a salt dome cavern natural gas storage facility located in southeastern Mississippi. The facility consists of three salt caverns with a combined natural gas storage capacity of 32.2M Dths.
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A 40-mile, dual 24-inch pipeline header system provides interconnections with seven different pipelines—Tennessee Gas Pipeline, Destin Pipeline, Transcontinental Pipeline, Southern Natural Gas Pipeline, Midcontinent Express Pipeline, Gulf South Pipeline and Venture Oil & Gas Pipeline—and serves as a bridge between the Northeast, Mid-Atlantic and Southeast markets.
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Leaf River provides reliable storage and balancing services to utilities, pipelines, marketers and power markets in the Gulf and Southeast regions. Adelphia Adelphia operates a FERC-regulated interstate natural gas transmission pipeline system in eastern Pennsylvania, providing firm and interruptible natural gas transportation service.
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The Adelphia pipeline system extends from Lower Mount Bethel Township in North Hampton County to Marcus Hook in Delaware County. Adelphia provides up to 850,000 Dths of natural gas per day to constrained energy markets in the greater Philadelphia region and serves customers from local distributors and producers to electric generators and wholesale marketers through its pipeline and storage assets.
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Steckman Ridge Steckman Ridge is a Delaware limited partnership, jointly owned and controlled by our subsidiaries and subsidiaries of Enbridge Inc., which built, owns and operates a natural gas storage facility with up to 12 Bcf of working natural gas capacity in Bedford County, Pennsylvania.
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The facility has direct access to the TETCO and Eastern Gas Transmission and Storage, Inc. pipelines and has access to the Northeast and Mid-Atlantic markets. Page 12 New Jersey Resources Corporation Part I ITEM 1.
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BUSINESS (Continued) OTHER BUSINESS OPERATIONS Home Services and Other HSO operations consist primarily of the following unregulated affiliates: • NJR Home Services, Inc., which provides heating, ventilation and cooling service, electrical and generator service and installations, sales and installation of appliances; • NJR Plumbing Services, Inc., which provides plumbing repair and installation services; • New Jersey Resources Corporation, a diversified energy services holding company; • CR&R, which holds commercial real estate; and • NJR Service Corporation, which provides shared administrative and financial services to the Company and all its subsidiaries and affiliates.
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ENVIRONMENT We, along with our subsidiaries, are subject to legislation and regulation by federal, state and local authorities with respect to environmental matters. We believe that we are, in all material respects, in compliance with all applicable environmental laws and regulations.
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NJNG is responsible for the environmental remediation of identified former MGP sites, which contain contaminated residues from former gas manufacturing operations that ceased at these sites by the mid-1950s and, in some cases, had been discontinued many years earlier.
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NJNG periodically, and at least annually, performs an environmental review of the former MGP sites, including a review of potential estimated liabilities related to the investigation and remedial action on these sites.
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Based on this review, NJNG has estimated that the total future expenditures to remediate and monitor the former MGP sites for which it is responsible will range from approximately $144.3M to $200.2M.
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NJNG’s estimate of these liabilities is based upon known and measurable facts, existing technology and enacted laws and regulations in place when the review was completed in fiscal 2025. Where it is probable that costs will be incurred, and the information is sufficient to establish a range of possible liability, NJNG accrues the most likely amount in the range.
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If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range.
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As of September 30, 2025, NJNG recorded an MGP remediation liability and a corresponding regulatory asset of $167.0M on the Consolidated Balance Sheets, based on the most likely amount; however, actual costs may differ from these estimates.
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HUMAN CAPITAL RESOURCES Employee Overview NJR fundamentally believes that its employees make the Company a unique, successful organization – in commitment, ingenuity, hard work and innovation.
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NJR employees fulfill the responsibilities that enable the Company to deliver natural gas service to its customers, be a leader in clean energy investments, grow its storage and transportation energy business, and earn the loyalty of its retail home services customers. NJR also is committed to provide appropriate resources to ensure its employees’ safety.
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Through initiatives that start at the top, NJR has invested time, energy and human resources to foster a culture in which safety is top-of-mind at all times and achieving safety goals is a shared priority for every NJR employee.
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As of September 30, 2025, the Company and our subsidiaries employed 1,376 employees compared with 1,372 employees as of September 30, 2024. Of the total number of employees, NJNG had 514 and 510 and NJRHS had 117 and 118 Union or represented employees as of September 30, 2025 and 2024, respectively.
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NJNG and NJRHS have collective bargaining agreements with the Union, which is affiliated with the American Federation of Labor and Congress of Industrial Organizations. NJNG and the Union agreed and ratified a contract on August 6, 2025, expiring in December 2026.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe benefits that we expect to achieve from acquisitions will depend, in part, on our ability to realize anticipated growth opportunities and other synergies with our existing businesses. The success of these transactions will depend on our ability to integrate these transactions within our existing businesses in a timely and seamless manner.
Biggest changeThe success of these transactions will depend on our ability to integrate these transactions within our existing businesses in a timely and seamless manner. Even if we are able to complete an integration successfully, we may not fully realize all the growth opportunities, cost savings and other synergies that we expect.
Risks Related to Technologies Cyberattacks, ransomware, terrorism, other malicious acts against, or failure of, information technology systems could adversely affect our business operations, financial condition and results of operations.
Risks Related to Technologies Cyberattacks, ransomware, terrorism or other malicious acts against, or failure of, operations and information technology systems could adversely affect our business operations, financial condition and results of operations.
Any failure or unexpected or unauthorized use of technology systems could result in the unavailability of such systems, and could result in a loss of operating revenues, an increase in operating expenses and costs to repair or replace damaged assets.
Any failure or unexpected or unauthorized use of technology systems could result in the unavailability of such systems and could result in a loss of operating revenues, an increase in operating expenses and an increase in costs to repair or replace damaged assets.
Any of the above could also result in the loss or release of confidential customer and/or employee information or other proprietary data that could adversely affect our reputation and competitiveness, could result in costly litigation and could negatively impact our results of operations.
Any of the above could also result in the loss or release of confidential customer and/or employee information or other proprietary data that could adversely affect our reputation and competitiveness, result in costly litigation and negatively impact our results of operations.
New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the U.S., which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities.
New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the U.S., which could impact our effective tax rate and adversely affect our tax positions or tax liabilities.
Weather and weather patterns, including normal seasonal and quarterly fluctuations of weather, as well as extreme weather events that, individually or in aggregate, may be associated with climate change, could adversely affect our ability to manage our operational requirements to serve our customers, and ultimately adversely affect our results of operations and liquidity.
Weather and weather patterns, including normal seasonal fluctuations of weather, as well as extreme weather events that, individually or in aggregate, may be associated with climate change, could adversely affect our ability to manage our operational requirements to serve our customers, and ultimately adversely affect our results of operations and liquidity.
Risks Related to Tax and Accounting Matters The cost of providing pension and postemployment health care benefits to employees and eligible former employees is subject to changes in pension fund values, interest rates and changing demographics and may have a material adverse effect on our financial results.
Risks Related to Tax and Accounting Matters The cost of providing pension and postemployment health care benefits to employees and eligible former employees is subject to changes in pension fund values, interest rates and demographics and may have a material adverse effect on our financial results.
The EMP defines 100% clean energy by 2050 to mean 100% carbon-neutral electric generation and maximum electrification of the transportation and building sectors, which are the greatest carbon emission-producing sectors in the state, to meet or exceed the GWRA emissions reductions by 2050.
The EMP defines 100% clean energy by 2050 to mean 100% carbon-neutral electric generation and maximum electrification of the transportation and building sectors, which are the greatest carbon emission-producing sectors in the state, to meet or exceed the GWRA emissions reductions goals by 2050.
RISK FACTORS (Continued) While the EMP does not place a moratorium or end date on natural gas hook ups, further legislation or rulemaking that de-emphasizes the role of natural gas in providing clean, low-cost energy in the state of New Jersey could put upward pressure on natural gas prices and place customer growth targets at risk.
While the EMP does not place a moratorium or end date on natural gas hook ups, further legislation or rulemaking that de-emphasizes the role of natural gas in providing clean, low-cost energy in the state of New Jersey could put upward pressure on natural gas prices and place customer growth targets at risk.
We are exposed to market risk and may incur losses in our wholesale business. Our transportation and storage portfolios consist of contracts to transport and store natural gas. The value of our transportation and storage portfolio could be negatively impacted if the value of these contracts changes in a direction or manner that we do not anticipate.
We are exposed to market risk and may incur losses in our wholesale business. Our transportation and storage portfolio consists of contracts to transport and store natural gas. The value of our transportation and storage portfolio could be negatively impacted if the value of these contracts changes in a direction or manner that we do not anticipate.
There can be no assurance that NJNG will be able to obtain rate increases and continue its BGSS incentive, CIP, RAC, or SAVEGREEN programs and IT upgrades and enhancements or continue to earn its currently authorized rates of return. Adelphia is subject to regulation by FERC.
There can be no assurance that NJNG will be able to obtain rate increases and continue its BGSS incentive, CIP, RAC or SAVEGREEN programs and information technology upgrades and enhancements or continue to earn its currently authorized rates of return. Adelphia is subject to regulation by FERC.
Our economic hedging activities that are designed to protect against commodity and financial market risks, including the use of derivative contracts in the normal course of our business, may cause fluctuations in reported financial results and financial losses that negatively impact results of operations and our stock price.
RISK FACTORS (Continued) Our economic hedging activities that are designed to protect against commodity and financial market risks, including the use of derivative contracts in the normal course of our business, may cause fluctuations in reported financial results and financial losses that negatively impact results of operations and our stock price.
Additionally, in fiscal 2019, NJR began the process of transitioning away from its enterprise platform, which will no longer receive extended support after 2025. The first phase of IT enhancements and upgrades were placed into service in July 2020.
Additionally, in fiscal 2019, NJR began the process of transitioning away from its enterprise platform, which will no longer receive extended support after 2025. The first phase of information technology enhancements and upgrades were placed into service in July 2020.
Adelphia records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making authority of FERC as allowed by GAAP.
RISK FACTORS (Continued) Adelphia records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making authority of FERC as allowed by GAAP.
Local or national natural disasters, pandemic illness, actual or threatened acts of war or terrorist activities, including the political and economic disruption and uncertainty related to Russia’s military invasion of Ukraine and conflicts in the Middle East, catastrophic failure of the interstate pipeline system and other extreme events are a threat to our assets and operations.
Local or national natural disasters, pandemic illness, actual or threatened acts of war or terrorist activities, including the political and economic disruption and uncertainty related to international conflicts, catastrophic failure of the interstate pipeline system and other extreme events are a threat to our assets and operations.
We have utilized joint ventures through partnerships for certain S&T investments. Although we currently have no specific plans to do so, we may acquire interests in other joint ventures or partnerships in the future.
Investing through partnerships or joint ventures decreases our ability to manage risk. We have utilized joint ventures through partnerships for certain S&T investments. Although we currently have no specific plans to do so, we may acquire interests in other joint ventures or partnerships in the future.
Furthermore, while our estimates regarding customer growth are based in part upon information from third parties, the estimates have not been verified by an independent source and are subject to the aforementioned risks and uncertainties, which could cause actual results to materially deviate from the estimates.
Furthermore, while our estimates regarding customer growth are based in part upon information from third parties, the estimates have not been verified by an independent source and are subject to the aforementioned risks and uncertainties, which could cause actual results to materially deviate from the estimates. Page 21 New Jersey Resources Corporation Part I ITEM 1A.
If there were to be a change in regulatory positions surrounding the collection of these deferred costs, there could be a material impact on NJNG’s existing tariff or a future base rate case, as well as our financial condition, results of operations and cash flows.
If there were to be a change in regulatory positions surrounding the collection of these deferred costs, there could be a material impact on NJNG’s existing tariff or a future base rate case, as well as our financial condition, results of operations and cash flows. Page 24 New Jersey Resources Corporation Part I ITEM 1A.
Compliance with current and future regulatory requirements and procurement of necessary approvals, permits and certificates may result in substantial costs to us. We are subject to substantial regulation from federal, state and local authorities. We are required to comply with numerous laws and regulations and to obtain numerous authorizations, permits, approvals and certificates from governmental agencies.
Risks Related to Regulations and Litigation We are subject to governmental regulation. Compliance with current and future regulatory requirements and procurement of necessary approvals, permits and certificates may result in substantial costs to us. We are subject to substantial regulation from federal, state and local authorities.
These agencies regulate various aspects of our business, including customer rates, services, construction and natural gas pipeline operations. FERC has regulatory authority over some of our operations, including sales of natural gas in the wholesale and retail markets and the purchase and sale of interstate pipeline and storage capacity, including Steckman Ridge, Leaf River and Adelphia.
FERC has regulatory authority over some of our operations, including sales of natural gas in the wholesale and retail markets and the purchase and sale of interstate pipeline and storage capacity, including Steckman Ridge, Leaf River and Adelphia.
Any revaluation of our deferred tax attributes that may be required in the future could have a material adverse impact on our financial condition and results of operations. Page 24 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Significant regulatory assets recorded by our regulated companies could be disallowed for recovery from customers in the future.
Any revaluation of our deferred tax attributes that may be required in the future could have a material adverse impact on our financial condition and results of operations. Significant regulatory assets recorded by our regulated companies could be disallowed for recovery from customers in the future.
If we are unable to access the financial markets or there are adverse conditions in the equity or credit markets, including, but not limited to, inflationary pressures, recessionary pressures or rising interest rates, it could affect management’s ability to execute our business plans.
Page 22 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) If we are unable to access the financial markets or there are adverse conditions in the equity or credit markets, including, but not limited to, inflationary pressures, recessionary pressures or rising interest rates, it could affect management’s ability to execute our business plans.
Disruptions or delays in receiving materials; price increases from suppliers or manufacturers; or the inability to source needed materials, which has occurred and could reoccur, could adversely affect the Company’s results of operations, financial condition and cash flows. Page 21 New Jersey Resources Corporation Part I ITEM 1A.
Disruptions or delays in receiving materials; price increases from suppliers or manufacturers; or the inability to source needed materials, which has occurred and could reoccur, could adversely affect the Company’s results of operations, financial condition and cash flows. Changes in customer growth may affect earnings and cash flows.
RISK FACTORS (Continued) Changes in customer growth may affect earnings and cash flows. NJNG’s ability to increase its Utility Gross Margin is dependent upon the new construction housing market, as well as the conversion of customers to natural gas from other fuel sources.
NJNG’s ability to increase its Utility Gross Margin is dependent upon the new construction housing market, as well as the conversion of customers to natural gas from other fuel sources.
The energy sector, including natural gas utility companies, has become the subject of cyberattacks with increased frequency. Additionally, the facilities and systems of clients, suppliers and third-party service providers could be vulnerable to the same cyber or terrorism risks as our facilities and systems, and such third-party systems may be interconnected to our systems both physically and technologically.
RISK FACTORS (Continued) Additionally, the facilities and systems of clients, suppliers and third-party service providers could be vulnerable to the same cyber or terrorism risks as our facilities and systems, and such third-party systems may be interconnected to our systems both physically and technologically.
Risks related to regulation could affect the rates we are able to charge, various costs and our profitability. NJNG is subject to regulation by federal, state and local authorities.
Higher cost levels could impact the competitive position of natural gas and negatively affect our growth opportunities, cash flows and earnings. Risks related to regulation could affect the rates we are able to charge, various costs and our profitability. NJNG is subject to regulation by federal, state and local authorities.
In addition, these risks could result in loss of human life, significant damage to property, environmental damage, impairment of our operations and substantial loss to the Company. Such uncertain conditions may also impact the ability of certain customers to pay for services, which could affect the collectability and recognition of our revenues and adversely affect our financial results.
Such uncertain conditions may also impact the ability of certain customers to pay for services, which could affect the collectability and recognition of our revenues and adversely affect our financial results.
These debt obligations also contain provisions that put limitations on our ability to finance future operations or capital needs or to expand or pursue certain business activities.
Failure by NJR and/or NJNG to comply with debt covenants may impact our financial condition. Our long-term debt obligations contain financial covenants related to debt-to-capital ratios. These debt obligations also contain provisions that put limitations on our ability to finance future operations or capital needs or to expand or pursue certain business activities.
Although we maintain insurance coverage, insurance may not be sufficient to cover all material expenses related to these risks, and such insurance may be costly. We are involved in legal or administrative proceedings before various courts and governmental bodies that could adversely affect our results of operations, cash flows and financial condition.
We are involved in legal or administrative proceedings before various courts and governmental bodies that could adversely affect our results of operations, cash flows and financial condition.
Our regulators may not allow us to recover from our customers part or all of the increased cost related to the foregoing events, which could negatively affect our financial condition, results of operations and cash flows. A slow or inadequate response to events that could cause business interruption may have an adverse impact on operations and earnings.
Our regulators may not allow us to recover from our customers part or all of the increased cost related to the foregoing events, which could negatively affect our financial condition, results of operations and cash flows. Page 18 New Jersey Resources Corporation Part I ITEM 1A.
Higher cost levels could impact the competitive position of natural gas and negatively affect our growth opportunities, cash flows and earnings. In February 2023, the Governor of New Jersey issued two executive orders that established, or accelerated, previously established 2050 targets for clean-sourced electricity and electric heat pump adoption, with target dates of 2030 or 2035, as applicable.
Page 19 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) In February 2023, the Governor of New Jersey issued two executive orders that established, or accelerated, previously established 2050 targets for clean-sourced electricity and electric heat pump adoption, with target dates of 2030 or 2035, as applicable.
Risks Related to Our Markets Major changes in the supply and price of natural gas may affect financial results.
Failure to adapt to advances in technology and manage the related costs could make us less competitive and negatively impact our financial condition, results of operations and cash flows. Risks Related to Our Markets Major changes in the supply and price of natural gas may affect financial results.
The EMP addressed New Jersey’s energy system, including electric generation, transportation and buildings, and their associated greenhouse gas emissions and related air pollutants.
In January 2020, New Jersey released the EMP confirming its commitment to achieve 100% clean energy by 2050, and the GWRA mandate of reducing state greenhouse gas emissions. The EMP addressed New Jersey’s energy system, including electric generation, transportation and buildings, and their associated greenhouse gas emissions and related air pollutants.
An additional executive order opened a proceeding to plan for the future of natural gas utilities in New Jersey. We are unable to predict the outcomes of these proceedings, but they could have a material impact on our business, results of operations and cash flows.
Congress may from time to time consider various forms of climate change legislation. We are unable to predict the outcomes of these proceedings, but they could have a material impact on our business, results of operations and cash flows.
In addition, in July 2019, the State of New Jersey amended the GWRA, which targets 80% reduction in greenhouse gas emissions below 2006 levels economy-wide by 2050. In January 2020, New Jersey released the EMP confirming its commitment to achieve 100% clean energy by 2050, and the GWRA mandate of reducing state greenhouse gas emissions.
Additionally, any alleged violations of environmental laws and regulations may require us to expend resources in our defense against alleged violations. In July 2019, the State of New Jersey amended the GWRA, which targets 80% reduction in greenhouse gas emissions below 2006 levels economy-wide by 2050.
Page 18 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) A local disaster or pandemic illness could result in part of our workforce being unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business.
A local disaster or pandemic illness could result in part of our workforce being unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business. In addition, these risks could result in loss of human life, significant damage to property, environmental damage, impairment of our operations and substantial loss to the Company.
Even if we are able to complete an integration successfully, we may not fully realize all the growth opportunities, cost savings and other synergies that we expect. Page 22 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Investing through partnerships or joint ventures decreases our ability to manage risk.
Page 23 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) The benefits that we expect to achieve from acquisitions will depend, in part, on our ability to realize anticipated growth opportunities and other synergies with our existing businesses.
Page 20 New Jersey Resources Corporation Part I ITEM 1A.
The energy sector, including natural gas utility companies, has become the subject of cyberattacks with increasing frequency. Page 20 New Jersey Resources Corporation Part I ITEM 1A.
Removed
Failure to adapt to advances in technology and manage the related costs could make us less competitive and negatively impact our financial condition, results of operations and cash flows. Page 19 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Risks Related to Regulations and Litigation We are subject to governmental regulation.
Added
ES’s earnings and cash flows are dependent upon optimization of its contractual assets. ES’s earnings and cash flows are based, in part, on its ability to optimize its portfolio of contractually based natural gas storage and pipeline assets.
Removed
Our regulated operations are subject to certain operating risks incidental to handling, storing, transporting and providing customers with natural gas. Our regulated operations are subject to all operating hazards and risks incidental to handling, storing, transporting and providing customers with natural gas, including our natural gas vehicle refueling stations and LNG facilities.
Added
The optimization strategy involves utilizing its physical assets to take advantage of differences in natural gas prices between geographic locations and/or time periods. Any change among various pricing points could affect these differentials.
Removed
These risks include catastrophic failure of the interstate pipeline system, explosions, pollution, release of toxic substances, fires, storms, safety issues and other adverse weather conditions and hazards, each of which could result in damage to or destruction of facilities or damage to persons and property. We could suffer substantial losses should any of these events occur.
Added
In addition, significant increases in the supply of natural gas in ES’s market areas, including as a result of increased production along the Marcellus Shale, can reduce ES’s ability to take advantage of pricing fluctuations in the future. Changes in pricing dynamics and supply could have an adverse impact on ES’s optimization activities, earnings and cash flows.
Removed
Additionally, any alleged violations of environmental laws and regulations may require us to expend resources in our defense against alleged violations. Furthermore, the U.S. Congress has for some time been considering various forms of climate change legislation.
Added
ES incurs fixed demand fees to acquire its contractual rights to transportation and storage assets. Should commodity prices at various locations or time periods change in such a way that ES is not able to recoup these costs from its customers, the cash flows and earnings at ES, and ultimately the Company, could be adversely impacted.
Removed
Page 23 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Failure by NJR and/or NJNG to comply with debt covenants may impact our financial condition. Our long-term debt obligations contain financial covenants related to debt-to-capital ratios.
Added
NJNG and ES rely on storage, transportation assets and suppliers, which they do not own or control, to deliver natural gas, which may affect their ability to deliver their products and services.
Added
NJNG and ES depend on natural gas pipelines and other transportation and storage facilities owned and operated by third parties to deliver natural gas to wholesale and retail markets and to provide retail energy services to customers.
Added
Their ability to provide natural gas for their present and projected sales will depend upon their suppliers’ ability to obtain and deliver additional supplies of natural gas, as well as NJNG’s ability to acquire supplies directly from new sources.
Added
Factors beyond the control of NJNG, its suppliers and the independent suppliers that have obligations to provide natural gas to certain NJNG customers may affect NJNG’s ability to deliver such supplies.
Added
These factors include other parties’ control over the drilling of new wells and the facilities to transport natural gas to NJNG’s citygate stations; development of additional interstate pipeline infrastructure; availability of supply sources; third-party pipelines or other midstream facilities interconnected to our gathering or transportation system, such as the TETCO or Transcontinental Pipeline, becoming partially or fully unavailable; competition for the acquisition of natural gas; priority allocations; impact of severe weather disruptions to natural gas supplies; and the regulatory and pricing policies of federal and state regulatory agencies.
Added
Energy deregulation legislation may increase competition among natural gas utilities and impact the quantities of natural gas requirements needed for sales service. ES also relies on a firm supply source to meet its energy management obligations to its customers.
Added
If supply, transportation or storage is disrupted, including for reasons of force majeure, the ability of NJNG and ES to sell and deliver their products and services may be hindered. As a result, they may be responsible for damages incurred by their customers, such as the additional cost of acquiring alternative supply at then-current market rates.
Added
Particularly for ES, these conditions could have a material impact on our financial condition, results of operations and cash flows. Failure to attract and retain an appropriately qualified workforce could adversely affect operations.
Added
Our ability to implement our business strategy and serve our customers is dependent upon our continuing ability to attract and retain talented professionals and a technically skilled workforce, and being able to transfer the knowledge and expertise of our workforce to new employees as our aging employees retire.
Added
Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor, could adversely affect the ability to manage and operate our business.
Added
Disputes with the Union over terms and conditions of the collective bargaining agreements could result in instability in our labor relationship and work stoppages that could impair the timely delivery of natural gas and other services from our utility and Home Services business, which could strain relationships with customers and state regulators and cause a loss of revenues that could adversely affect our results of operations.
Added
Our collective bargaining agreements may also increase the cost of employing NJNG and Home Services workforce, affect our ability to continue offering market-based salaries and employee benefits, limit our flexibility in dealing with our workforce and limit our ability to change work rules and practices and implement other efficiency-related improvements to successfully compete in today’s challenging marketplace.
Added
Page 17 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Our success depends upon our ability to attract, effectively transition, motivate and retain key employees and identify and develop talent to succeed senior management. We depend on senior executive officers and other key personnel to develop, implement and execute on our overall business strategy.
Added
The inability to recruit and retain or effectively transition key personnel or the unexpected loss of key personnel may adversely affect our operations.
Added
RISK FACTORS (Continued) A slow or inadequate response to events that could cause business interruption may have an adverse impact on operations and earnings.
Added
We are required to comply with numerous laws and regulations and to obtain numerous authorizations, permits, approvals and certificates from governmental agencies. These agencies regulate various aspects of our business, including customer rates, services, construction and natural gas pipeline operations.
Added
An additional executive order opened a proceeding to plan for the future of natural gas utilities in New Jersey.
Added
Additionally, New Jersey continues to work on updating the EMP to examine the progress that has been made toward the seven strategies enumerated in the 2019 EMP, as well as to provide an overview of New Jersey’s progress toward achieving 100% clean energy by 2035 and an 80% reduction in greenhouse gas emissions by 2050. In addition, the U.S.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEnterprise-wide, proactive cybersecurity risk mitigation is imperative to the Company. The Company’s cybersecurity efforts and programs align with the National Institute of Standards and Technology’s Cybersecurity Framework and meet or exceed the requirements set forth by the BPU. We also utilize the Cybersecurity Capability Maturity Model, or C2M2, from the U.S.
Biggest changePage 25 New Jersey Resources Corporation Part I ITEM 1C. CYBERSECURITY (Continued) Enterprise-wide, proactive cybersecurity risk mitigation is imperative to the Company. The Company’s cybersecurity efforts and programs align with the National Institute of Standards and Technology’s Cybersecurity Framework and meet or exceed the requirements set forth by the BPU.
The Managing Director of Information Security chairs this committee, which is responsible for the following: establishing cybersecurity policies and standards that align with our corporate objectives and regulatory requirements; monitoring compliance with cybersecurity policies and standards across the organization; ensuring that cybersecurity strategies are integrated with the organization’s overall governance structure; reviewing and approving significant cybersecurity investments and initiatives; providing guidance on cybersecurity risk tolerance levels and ensuring that cybersecurity risks are communicated to the Audit Committee and Board of Directors; and facilitating cross-departmental collaboration to address cybersecurity challenges and responses.
The Managing Director of Information Security chairs this committee, which is responsible for: establishing cybersecurity policies and standards that align with our corporate objectives and regulatory requirements; monitoring compliance with cybersecurity policies and standards across the organization; ensuring that cybersecurity strategies are integrated with the organization’s overall governance structure; reviewing and approving significant cybersecurity investments and initiatives; providing guidance on cybersecurity risk tolerance levels and ensuring that cybersecurity risks are communicated to the Audit Committee and Board of Directors; and facilitating cross-departmental collaboration to address cybersecurity challenges and responses.
The members of the cybersecurity organization are expected to keep their knowledge, skills and training current by participating in industry events and continuing education programs as applicable. The Company also maintains an internal Cyber Resiliency Committee, which includes members of senior management from Information Technology, Cybersecurity, Enterprise Risk Management, Internal Audit, Corporate Communications, Legal, Finance and Corporate Physical Security.
The members of the cybersecurity organization are expected to keep their knowledge, skills and training current by participating in industry events and continuing education programs as applicable. The Company also maintains an internal, cross-functional Cyber Resiliency Committee, which includes members of senior management from Information Technology, Cybersecurity, Enterprise Risk Management, Internal Audit, Corporate Communications, Legal, Finance and Corporate Physical Security.
CYBERSECURITY (Continued) Key components of our cybersecurity risk management program include: risk assessments designed to help identify cybersecurity risks to our critical systems, information, services and broader technology environment; the use of external service providers with specific expertise, where appropriate, to assess, test or otherwise assist with aspects of our security processes; evaluating, and where appropriate, implementing effective, up-to-date technologies and processes to enhance our cybersecurity capabilities; mandatory cybersecurity awareness training for our employees, including incident response personnel and senior management, as well as periodic experiential learning through phishing simulations; risk assessments of third-party suppliers and incorporating cybersecurity contractual stipulations in our supplier contracts if deemed necessary; physical security around sensitive infrastructure and critical cyber systems; and intelligence sharing about emerging threats through collaboration with peer companies and government intelligence agencies.
Key components of our cybersecurity risk management program include: risk assessments designed to help identify cybersecurity risks to our critical systems, information, services and broader technology environment; the use of external service providers with specific expertise, where appropriate, to assess, test or otherwise assist with aspects of our security processes; evaluating our cybersecurity capabilities and, where appropriate, implementing effective, up-to-date technologies and processes to enhance them; mandatory cybersecurity awareness training for our employees, including incident response personnel and senior management, as well as periodic experiential learning through phishing simulations; risk assessments of third-party suppliers and the incorporation of cybersecurity contractual stipulations in our supplier contracts if deemed necessary; physical security around sensitive infrastructure and critical cyber systems; and intelligence sharing about emerging threats through collaboration with peer companies and government intelligence agencies.
As of September 30, 2024, our financial position, results of operations, cash flows or business strategy have not been materially affected by risks from cybersecurity threats. However, the Company cannot provide assurance that we will not be materially affected in the future by such risks or any future material incidents.
As of September 30, 2025, our financial position, results of operations, cash flows or business strategy have not been materially affected by risks from cybersecurity threats. However, the Company cannot provide assurance that we will not be materially affected in the future by such risks or any future material incidents.
Department of Energy to evaluate and improve our cybersecurity processes and programs for our critical infrastructure. The information set forth under Part I, Item 1A. Risk Factors - Risks Related to Technologies of this Annual Report on Form 10-K is hereby incorporated by reference.
We also utilize the Cybersecurity Capability Maturity Model, or C2M2, from the U.S. Department of Energy to evaluate and improve our cybersecurity processes and programs for our critical infrastructure. The information set forth under Part I, Item 1A. Risk Factors - Risks Related to Technologies of this Annual Report on Form 10-K is hereby incorporated by reference.
Page 26 New Jersey Resources Corporation Part I ITEM 1C. CYBERSECURITY (Continued) Through this ongoing engagement with these internal teams and certain third-party service providers, our CIO and our Managing Director of Information Security monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report on cybersecurity incidents.
Through ongoing engagement with these internal teams and certain third-party service providers, our CIO and our Managing Director of Information Security monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and report on cybersecurity incidents.
The Senior Vice President and CIO is also responsible for compliance with applicable federal standards and critical infrastructure protection and reports to the Company’s President and CEO. ITEM 2.
The Senior Vice President and CIO is also responsible for compliance with applicable federal standards and critical infrastructure protection and reports to the Company’s President and CEO. Page 26 New Jersey Resources Corporation Part I
Removed
PROPERTIES Natural Gas Distribution As of September 30, 2024, NJNG owns approximately 7,425 miles of distribution main, 7,868 miles of service main and 244 miles of transmission main, and operates more than 600,000 meters. Mains are primarily located under public roads. Where mains are located under private property, NJNG has obtained easements from the owners of record.
Added
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy The Company’s Enterprise Risk Assessment process, performed by management annually, is designed to identify significant risks relevant to the Company and to determine both their potential impacts and the rate at which the risk may manifest. Cybersecurity is among the top-tier risks identified in our risk assessment.
Removed
Additionally, NJNG owns and operates two LNG storage plants in Stafford Township, Ocean County and Howell Township, Monmouth County. The two LNG plants have an aggregate estimated maximum capacity of approximately 170,000 Dths per day and 1 Bcf of total capacity. These facilities are used for peaking natural gas supply and for emergencies.
Added
Risk mitigation efforts are embedded in the Company’s operating procedures, internal controls and information systems. The Company periodically examines its cybersecurity measures, including information technology controls, information security maturity assessments and operating effectiveness. These assessments can be performed through third-party assessments, penetration tests or internal assessments.
Removed
NJNG’s Liquefaction facility is also located on the Howell Township property and allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. A Power-to-Gas System is also located at the LNG plant in Howell Township that uses solar power to produce hydrogen and then injects it into the natural gas system.
Added
Assessment results are reported to the Audit Committee and the Board of Directors, and the Company may make modifications to its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments and reviews.
Removed
It consists primarily of an electrolyzer unit, an electrical and instrumentation building and small hydrogen storage tank, along with other supporting systems. NJNG owns five service centers located in Rockaway Township, Morris County; Atlantic Highlands and Wall Township, Monmouth County; and Lakewood and Stafford Township, Ocean County. These service centers house storerooms, garages, natural gas distribution and administrative offices.
Removed
NJNG leases a customer service office in Asbury Park, Monmouth County. These customer service offices support customer contact, marketing, economic development and other functions. NJNG also owns its headquarters and customer service facilities in Wall Township, Monmouth County and a training facility in Howell Township, Monmouth County to support the technical training of its employees.
Removed
Substantially all of NJNG’s properties not expressly excepted or duly released are subject to the lien of the Mortgage Indenture as security for NJNG’s mortgage bonds, which totaled $1.6B as of September 30, 2024. In addition, under the terms of the Mortgage Indenture, NJNG had capacity to issue up to $1.4B of additional FMBs as of September 30, 2024.
Removed
Clean Energy Ventures As of September 30, 2024, CEV has various solar contracts, including lease agreements and easements, allowing the installation, operation and maintenance of solar equipment and access to the various properties, including commercial and residential rooftops throughout the State of New Jersey.
Removed
In addition to the lease agreements and easements, CEV owns solar projects with a total of 477 MW of capacity in Connecticut, Indiana, Michigan, New Jersey, New York, and Rhode Island, and 79.5 acres of land in Vineland, 14.4 acres of land in Upper Deerfield Township and 101.8 acres of land in Fairfield Township, Cumberland County, New Jersey.
Removed
CEV also leases office space in Wall Township, New Jersey. Energy Services As of September 30, 2024, ES leases office space in Wall Township, New Jersey.
Removed
Storage and Transportation As of September 30, 2024, Adelphia owns approximately 32.71 acres of land in Bucks County, 11.1 acres in Delaware County, 121.1 acres in Northampton County and 44.9 acres in Montgomery County, Pennsylvania and leases office space in Wall Township, New Jersey.
Removed
Leaf River owns 3.5 acres of land in Clarke County, 158.5 acres in Jasper County, 36.5 acres and a 5,000 square foot building in Smith County, Mississippi and leases office space in Houston, Texas. Page 27 New Jersey Resources Corporation Part I ITEM 2.
Removed
PROPERTIES (Continued) All Other Business Operations As of September 30, 2024, CR&R’s real estate portfolio consists of 23.1 acres of undeveloped land in Atlantic County, New Jersey. NJRHS leases service centers in Dover and Wall Township, New Jersey. NJR Service Corporation leased office space in Red Bank, New Jersey, which expired April 30, 2024.

Item 2. Properties

Properties — owned and leased real estate

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Removed
Item 2. Properties-Natural Gas Distribution for additional information regarding the LNG storage facilities. Basic Gas Supply Service BGSS is a BPU-approved clause designed to allow for the recovery of natural gas commodity costs on an annual basis.
Added
ITEM 2. PROPERTIES Natural Gas Distribution As of September 30, 2025, NJNG owns approximately 7,486 miles of distribution main, 7,917 miles of service main and 245 miles of transmission main, and operates more than 610,000 meters. Mains are primarily located under public roads. Where mains are located under private property, NJNG has obtained easements from the owners of record.
Removed
The clause requires all New Jersey natural gas utilities to make an annual filing by each June 1 for review of BGSS rates and to request a potential rate change effective the following October 1.
Added
Additionally, NJNG owns and operates two LNG storage plants in Stafford Township, Ocean County and Howell Township, Monmouth County. The two LNG plants have an aggregate estimated maximum capacity of approximately 174,000 Dths per day and 1 Bcf of total capacity. These facilities are used for peaking natural gas supply and for emergencies.
Removed
The BGSS also allows each natural gas utility to provisionally increase residential and small commercial customer BGSS rates on December 1 and February 1 for up to a 5% increase to the average residential heat customer’s bill on a self-implementing basis with proper notice. Such increases are subject to subsequent BPU review and final approval.
Added
NJNG’s Liquefaction facility is also located on the Howell Township property and allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. A Power-to-Gas System, also located at the LNG plant in Howell Township, uses solar power to produce hydrogen and then injects it into the natural gas system.
Removed
In addition to making periodic rate adjustments to reflect changes in commodity prices, NJNG is also permitted to refund or credit back a portion of the commodity costs to customers when the natural gas commodity costs decrease in comparison to amounts projected or to amounts previously collected from customers.
Added
It consists primarily of an electrolyzer unit, an electrical and instrumentation building and a small hydrogen storage tank, along with other supporting systems. NJNG owns five service centers located in Rockaway Township, Morris County; Atlantic Highlands and Wall Township, Monmouth County; and Lakewood and Stafford Township, Ocean County.
Removed
Decreases in the BGSS rate and BGSS refunds can be implemented with five days’ notice to the BPU. Rate changes, as well as other regulatory actions related to BGSS, are discussed further in Note 4. Regulation in the accompanying Consolidated Financial Statements. Wholesale natural gas prices are, by their nature, volatile.
Added
These service centers house storerooms, garages, natural gas distribution systems and administrative offices. NJNG leases a customer service office in Asbury Park, Monmouth County. This office supports customer contact, marketing, economic development and other functions.
Removed
NJNG mitigates the impact of volatile price changes on customers through the use of financial derivative instruments, which are part of its storage incentive program and its BGSS clause. Future Natural Gas Supplies NJNG expects to meet the natural gas requirements for existing and projected firm customers.
Added
NJNG also owns its headquarters and customer service facilities in Wall Township, Monmouth County and a training facility in Howell Township, Monmouth County to support the technical training of its employees.
Removed
If NJNG’s long-term natural gas requirements change, NJNG expects to renegotiate and restructure its contract portfolio to better match the changing needs of its customers and changing natural gas supply landscape.
Added
Substantially all of NJNG’s properties not expressly excepted or duly released are subject to the lien of the Mortgage Indenture as security for NJNG’s mortgage bonds, which totaled $1.8B as of September 30, 2025. In addition, under the terms of the Mortgage Indenture, NJNG had capacity to issue up to $1.5B of additional FMBs as of September 30, 2025.
Removed
Regulation and Rates State NJNG is subject to the jurisdiction of the BPU with respect to a wide range of matters such as base rates and regulatory rider rates, the issuance of securities, the safety and adequacy of service, the manner of keeping its accounts and records, the sufficiency of natural gas supply, pipeline safety, environmental issues, compliance with affiliate standards and the sale or encumbrance of its properties.
Added
Clean Energy Ventures As of September 30, 2025, CEV has various solar contracts, including lease agreements and easements, allowing the installation, operation and maintenance of solar equipment and access to the various properties throughout the State of New Jersey.
Removed
See Note 4. Regulation in the accompanying Consolidated Financial Statements for additional information regarding NJNG’s rate proceedings. Federal FERC regulates rates charged by interstate pipeline companies for the transportation and storage of natural gas. This may affect NJNG’s agreements with several interstate pipeline companies for the purchase of such services.
Added
In addition to the lease agreements and easements, CEV owns solar projects with a total of 479 MW of capacity in New Jersey, Rhode Island, New York, Connecticut, Michigan, Indiana and Pennsylvania.
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Costs associated with these services are currently recoverable through the BGSS. Competition Although its franchises are nonexclusive, 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.
Added
CEV also owns 79.5 acres of land in Vineland, 14.4 acres of land in Upper Deerfield Township, 101.8 acres of land in Fairfield Township, Cumberland County, New Jersey; and 126.8 acres of land in Endicott, Broome County, New York. CEV also leases office space in Wall Township, Monmouth County, New Jersey.
Removed
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, electricity and propane.
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Energy Services As of September 30, 2025, ES leases office space in Wall Township, Monmouth County, New Jersey.
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Natural gas prices are a function of market supply and demand. Although NJNG believes natural gas will remain competitive with alternative fuels, no assurance can be given in this regard. The BPU, within the framework of the EDECA, fully opened NJNG’s residential markets to competition, including third-party suppliers, and restructured rates to segregate its BGSS and delivery (i.e., transportation) prices.
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Storage and Transportation As of September 30, 2025, Adelphia owns approximately 32.71 acres of land in Bucks County, 11.1 acres in Delaware County, 121.1 acres in Northampton County and 44.9 acres in Montgomery County, Pennsylvania and leases office space in Wall Township, Monmouth County, New Jersey.
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New Jersey’s natural gas utilities must provide BGSS in the absence of a third-party supplier. On September 30, 2024, NJNG had 14,470 residential and 7,972 commercial and industrial customers utilizing the transportation service. Page 9 New Jersey Resources Corporation Part I ITEM 1.
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Leaf River owns 3.5 acres of land in Clarke County, 158.5 acres in Jasper County and 36.5 acres and a 5,000-square-foot building in Smith County, Mississippi, and leases office space in Houston, Texas. All Other Business Operations As of September 30, 2025, CR&R’s real estate portfolio consists of 23.1 acres of undeveloped land in Atlantic County, New Jersey.
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BUSINESS (Continued) Clean Energy Ventures CEV owns and operates clean energy projects, including commercial and residential solar installations located in six states, including New Jersey, Rhode Island, New York, Connecticut, Michigan and Indiana.
Added
NJRHS leases service centers in Dover, Morris County and Wall Township, Monmouth County, New Jersey. Page 27 New Jersey Resources Corporation Part I
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As of September 30, 2024, CEV has approximately 477 MW of solar capacity in service, including a combination of commercial and residential net-metered and commercial grid-connected commercial solar systems.
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As part of its solar investment portfolio, CEV operates a residential and small commercial solar program, The Sunlight Advantage®, which provides qualifying homeowners and small business owners with the opportunity to have a solar system installed at their home or place of business with no installation or maintenance expenses.
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CEV owns, operates and maintains the system over the life of the lease in exchange for monthly lease payments. The program is operated by CEV using qualified contracting partners in addition to strategic suppliers for material standardization and sourcing. On November 25, 2024, CEV completed the sale of its 91 MW residential solar asset portfolio. See Note 17.
Removed
Subsequent Events for more information regarding the transaction. CEV’s commercial solar projects are sourced through various channels and include both net-metered and grid-connected systems. Net-metered projects involve the sale of energy to a host and grid-connected systems into the wholesale energy markets. Project construction is competitively sourced through third parties.
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New Jersey has the tenth largest solar market in the U.S., according to the Solar Energy Industries Association®, with a large number of firms competing in all facets of the market including development, financing and construction. Our solar systems located in New Jersey are registered and certified with the BPU’s Office of Clean Energy and qualified to produce RECs.
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One REC is created for every MWh of electricity produced by a solar generator.
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CEV sells SRECs generated to a variety of counterparties, including electric load-serving entities that serve electric customers in New Jersey and are required to comply with the solar carve-out of the Renewable Portfolio Standard, a regulation that requires the increased production of energy from renewable energy sources.
Removed
Solar projects are also currently eligible for federal ITCs in the year that they are placed into service. In December 2019, the BPU established the TREC as the interim program successor to the SREC program. TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value.
Removed
The project factor is determined by the type and location of the project, as defined. All TRECs generated are required to be purchased monthly by a TREC program administrator as appointed by the BPU. In July 2021, the BPU approved the first portion of the solar successor program for net-metered projects under 5 MWs.
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The new program opened to new applications in August 2021. Incentives are structured as a 15-year fixed incentive ranging from $85 to $130/MWh depending on market segment, project siting and size. The second phase of the successor program, the CSI program, was established in December 2022.
Removed
The CSI program was designed to encourage grid scale solar generation with a goal of incentivizing development of at least 300 MW of solar annually until 2026. Solicitations take place annually, and all projects that meet pre-qualification requirements will compete on price only. Dates for the next solicitation have yet to be announced.
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CEV is subject to various risks including those associated with adverse federal and state legislation and regulatory policies, electric grid connection, supply chain and/or construction delays that can impact the timing or eligibility of tax incentives, technological changes and the future market of RECs. See Item 1A. Risk Factors for additional information regarding these risks.
Removed
Energy Services ES consists of unregulated wholesale and retail natural gas operations and provides producer and asset management services to a diverse customer base across North America. ES has acquired contractual rights to natural gas transportation and storage assets it utilizes to implement its strategic and opportunistic market strategies.
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The rights to these assets were acquired in anticipation of delivering natural gas, performing asset management services for customers or identifying strategic opportunities that exist in or between the market areas that it serves. These opportunities are driven by price differentials between market locations and/or time periods.
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ES differentiates itself in the marketplace based on price, reliability and quality of service. Its competitors include wholesale marketing and trading companies, utilities, natural gas producers and financial institutions. ES’s portfolio of customers includes regulated natural gas distribution companies, industrial companies, electric generators, natural gas/liquids processors, retail aggregators, wholesale marketers and natural gas producers.
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Page 10 New Jersey Resources Corporation Part I ITEM 1.
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BUSINESS (Continued) While focusing on maintaining a low-risk operating and counterparty credit profile, ES’s activities specifically consist of the following elements: • Providing natural gas portfolio management services to nonaffiliated and our affiliated natural gas utility, electric generation facilities and natural gas producers; • Managing strategies for new and existing natural gas transportation and storage assets to capture value from changes in price due to location or timing differences; • Managing transactional logistics to minimize the cost of natural gas delivery to customers while maintaining security of supply.
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Transactions utilize the most optimal and advantageous natural gas supply transportation routing available within its contractual asset portfolio and various market areas; and • Managing economic hedging programs that are designed to mitigate the impact of changes in market prices on Financial Margin generated on its natural gas transportation and storage commitments.
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In an effort to deliver more predictable earnings contributions, reduce earnings volatility and monetize the value of its natural gas transportation portfolio, ES entered into a series of AMAs in December 2020 with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts.
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The AMAs include a series of initial and permanent releases, which commenced in November 2021. NJR received a total of approximately $260M in cash from fiscal 2022 through fiscal 2024 and will receive approximately $34M per year from fiscal 2025 through fiscal 2031 under the agreements.
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During fiscal 2024, ES purchased more than 10% of its natural gas from one supplier. ES believes the loss of this supplier would not have a material adverse impact on its results of operations, financial position or cash flows, as an adequate number of alternative suppliers exist.
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Transportation and Natural Gas Storage Transactions ES focuses on creating value from the use of its physical assets, which are typically amassed through contractual rights to natural gas transportation and storage capacity. These assets become more valuable when favorable price changes occur that impact the value between or within market areas and across time periods.
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On a forward basis, ES may hedge these price differentials through the use of financial instruments. In addition, ES may seek to optimize these assets on a daily basis, as market conditions warrant, by evaluating natural gas supply and transportation availability within its portfolio.
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This enables ES to capture geographic pricing differences across various regions, as delivered natural gas prices may change favorably as a result of market conditions. ES may, for example, initiate positions when intrinsic Financial Margin is present, and then enhance that Financial Margin as prices change across regions or time periods.
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ES also engages in park and loan transactions with storage and pipeline operators, where ES will either borrow (receive a loan of) natural gas with an obligation to repay the storage or pipeline operator at a later date or “park” natural gas with an obligation to withdraw at a later date.
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In these cases, ES evaluates the economics of the transaction to determine if it can capture pricing differentials in the marketplace and generate Financial Margin. ES evaluates deal attributes such as fixed fees and calendar-spread value from deal inception until volumes are scheduled to be returned and/or repaid, as well as the time value of money.
Removed
If this evaluation demonstrates that Financial Margin exists, ES may enter into the transaction and hedge with natural gas futures contracts, thereby locking in Financial Margin. ES maintains inventory balances to satisfy existing or anticipated sales of natural gas to its counterparties and/or to create additional value, as described above.
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During fiscal 2024 and 2023, ES managed and sold 125.3 Bcf and 150.4 Bcf of natural gas, respectively. In addition, as of September 30, 2024 and 2023, ES had 13.1 Bcf of natural gas in storage and 14.6 Bcf of natural gas in storage, respectively.
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Weather/Seasonality ES activities are typically seasonal in nature as a result of changes in the supply and demand for natural gas. Demand for natural gas is generally higher during the winter months when there may also be supply constraints; however, during periods of milder temperatures, demand can decrease.
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In addition, demand for natural gas can also be high during periods of extreme heat in the summer months, resulting from the need for additional natural gas supply for natural gas-fired electric generation facilities. Accordingly, ES can be subject to variations in earnings and working capital throughout the year as a result of changes in weather.
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Page 11 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Volatility ES’s activities are also subject to price volatility or supply/demand dynamics within its North American wholesale markets, including in the Northeastern, Appalachian, Mid-Continent and Southeast regions.
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Changes in natural gas supply can affect capacity values and ES’s Financial Margin, which, as described below, is generated from the optimization of transportation and storage assets. With its focus on risk management, ES continues to diversify its revenue stream by identifying new growth opportunities in producer and asset management services.
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ES monitors changing market dynamics and strategically adjusts its portfolio of transportation and storage assets, which currently includes an average of approximately 16.5 Bcf of firm storage and 0.6 Bcf of firm transportation capacity.
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Financial Margin To economically hedge the commodity price risk associated with its existing and anticipated commitments for the purchase and sale of natural gas, ES enters into a variety of derivative instruments including, but not limited to, futures contracts, physical forward contracts, financial swaps and options.
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These derivative instruments are accounted for at fair value with changes in fair value recognized in earnings as they occur. ES views Financial Margin, a non-GAAP financial measure, as a key internal financial metric. For additional information regarding Financial Margin, see Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations-Energy Services .
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Risk Management In conducting its business, ES mitigates risk by following formal risk management guidelines, including transaction limits, segregation of duties and formal contract and credit review approval processes. ES continuously monitors and seeks to reduce the risk associated with its counterparty credit exposures. Our Risk Management Committee oversees compliance with these established guidelines.
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Storage and Transportation S&T includes investments in FERC-regulated interstate natural gas storage and transportation assets and comprises NJR Midstream Company, which owns and operates Leaf River, FERC-regulated Adelphia, and NJR Steckman Ridge Storage Company, which holds our 50% equity method investment in Steckman Ridge.
Removed
Leaf River Leaf River is a salt dome cavern natural gas storage facility located in southeastern Mississippi. The facility consists of three salt caverns with a combined natural gas storage capacity of 32.2M Dth.
Removed
A 40-mile, dual 24 inch pipeline header system provides interconnections with seven different pipelines: Tennessee Gas Pipeline, Destin Pipeline, Transcontinental Pipeline, Southern Natural Gas Pipeline, Midcontinent Express Pipeline, Gulf South Pipeline, and Venture Oil & Gas Pipeline, and serves as a bridge between the Northeast, Mid-Atlantic and Southeast markets.
Removed
Leaf River provides reliable storage and balancing services to utilities, pipelines, marketers, and power markets in the Gulf and Southeast region. Adelphia Adelphia operates a FERC-regulated interstate natural gas transmission pipeline system in eastern Pennsylvania, providing firm and interruptible natural gas transportation service.
Removed
The Adelphia pipeline system extends from Lower Mount Bethel Township in North Hampton County to Marcus Hook in Delaware County. Adelphia provides up to 850,000 Dths of natural gas to constrained energy markets in the greater Philadelphia region and serves customers from local distributors and producers to electric generators and wholesale marketers through its pipeline and storage assets.
Removed
Steckman Ridge Steckman Ridge is a Delaware limited partnership, jointly owned and controlled by our subsidiaries and subsidiaries of Enbridge Inc., which built, owns and operates a natural gas storage facility with up to 12 Bcf of working natural gas capacity in Bedford County, Pennsylvania.
Removed
The facility has direct access to the TETCO and Eastern Gas Transmission and Storage, Inc. pipelines and has access to the Northeast and Mid-Atlantic markets. Page 12 New Jersey Resources Corporation Part I ITEM 1.
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BUSINESS (Continued) OTHER BUSINESS OPERATIONS Home Services and Other HSO operations consist primarily of the following unregulated affiliates: • NJR Home Services, Inc., which provides heating, ventilation and cooling service, electrical and generator service and installations, sales and installation of appliances, as well as installation of solar equipment; • NJR Plumbing Services, Inc., which provides plumbing repair and installation services; • New Jersey Resources Corporation, a diversified energy services holding company; • CR&R, which holds commercial real estate; and • NJR Service Corporation, which provides shared administrative and financial services to the Company and all of its subsidiaries and affiliates.
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ENVIRONMENT We, along with our subsidiaries, are subject to legislation and regulation by federal, state and local authorities with respect to environmental matters. We believe that we are, in all material respects, in compliance with all applicable environmental laws and regulations.
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NJNG is responsible for the environmental remediation of identified former MGP sites, which contain contaminated residues from former gas manufacturing operations that ceased at these sites by the mid-1950s and, in some cases, had been discontinued many years earlier.
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NJNG periodically, and at least annually, performs an environmental review of the former MGP sites, including a review of potential estimated liabilities related to the investigation and remedial action on these sites.
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Based on this review, NJNG has estimated that the total future expenditures to remediate and monitor the former MGP sites for which it is responsible will range from approximately $130.9M to $194.6M.
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NJNG’s estimate of these liabilities is based upon known and measurable facts, existing technology and enacted laws and regulations in place when the review was completed in fiscal 2024. Where it is probable that costs will be incurred, and the information is sufficient to establish a range of possible liability, NJNG accrues the most likely amount in the range.
Removed
If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range.
Removed
As of September 30, 2024, NJNG recorded an MGP remediation liability and a corresponding regulatory asset of $161.7M on the Consolidated Balance Sheets, based on the most likely amount; however, actual costs may differ from these estimates.
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HUMAN CAPITAL RESOURCES Employee Overview NJR fundamentally believes that its employees make the Company a unique, successful organization – in commitment, ingenuity, hard work and innovation.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIf any future regulatory position indicates that the recovery of such costs is not probable, the related non-recoverable costs would be charged to income in the period of such determination. General The foregoing statements about NJR’s litigation are based upon the Company’s judgments, assumptions and estimates and are necessarily subjective and uncertain.
Biggest changeIf any future regulatory position indicates that the recovery of such costs is not probable, the related non-recoverable costs would be charged to income in the period of such determination. General The statements herein about NJR’s litigation are based upon the Company’s judgments, assumptions and estimates and are necessarily subjective and uncertain.
If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range. Accordingly, as of September 30, 2024, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of approximately $161.7M on the Consolidated Balance Sheets based on the most likely amount.
If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range. Accordingly, as of September 30, 2025, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of approximately $167.0M on the Consolidated Balance Sheets based on the most likely amount.
As of September 30, 2024, $77.5M of previously incurred remediation costs, net of recoveries from customers and insurance proceeds, are included in regulatory assets on the Consolidated Balance Sheets. NJNG will continue to seek recovery of MGP-related costs through the RAC.
As of September 30, 2025, $75.0M of previously incurred remediation costs, net of recoveries from customers and insurance proceeds, are included in regulatory assets on the Consolidated Balance Sheets. NJNG will continue to seek recovery of MGP-related costs through the RAC.
NJNG estimated at the time of the most recent review that total future expenditures at the former MGP sites for which it is responsible, including potential liabilities for natural resource damages that might be brought by the NJDEP for alleged injury to groundwater or other natural resources concerning these sites, will range from approximately $130.9M to $194.6M.
NJNG estimated at the time of the most recent review that total future expenditures at the former MGP sites for which it is responsible, including potential liabilities for natural resource damages that might be brought by the NJDEP for alleged injury to groundwater or other natural resources concerning these sites, will range from approximately $144.3M to $200.2M.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

21 edited+0 added9 removed53 unchanged
Biggest changeConsolidated net income increased approximately $25.1M during fiscal 2024, compared with fiscal 2023, due primarily to the following factors: $27.9M increase in earnings at ES primarily due to increased operating revenue related to the timing of permanent releases of certain capacity related to the AMAs, reduced by unrealized gains and losses on hedging transactions; partially offset by $10.8M decrease in earnings at CEV due to the reversal of a valuation allowance for certain deferred tax assets during fiscal 2023 that did not reoccur.
Biggest changeConsolidated net income increased approximately $45.9M during fiscal 2025, compared with fiscal 2024, due primarily to the following factors: $80.1M increase in earnings at NJNG due primarily to an increase in base rates, effective November 21, 2024; and $27.5M increase in earnings at CEV due primarily to the gain on the sale of the residential solar portfolio; partially offset by $65.9M decrease in earnings at ES primarily due to the timing of revenue recognition related to the AMAs, along with higher natural gas purchase prices.
NFE is a measure of the earnings based on eliminating timing differences surrounding the recognition of certain gains or losses, to effectively match the earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the derivative instruments.
NFE is a measure of earnings based on eliminating timing differences surrounding the recognition of certain gains or losses, to effectively match the earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the derivative instruments.
The share repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder, unless it is terminated earlier by action of our Board of Directors or additional shares are authorized for repurchase. NJR had no repurchase activity for the quarter ended September 30, 2024. ITEM 6. [RESERVED] Page 29 New Jersey Resources Corporation Part II ITEM 7.
The share repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder, unless it is terminated earlier by action of our Board of Directors or additional shares are authorized for repurchase. NJR had no repurchase activity for the quarter ended September 30, 2025. ITEM 6. [RESERVED] Page 29 New Jersey Resources Corporation Part II ITEM 7.
Reporting Segments We have four primary reporting segments as presented in the chart below: In addition to our four reporting segments above, we have nonutility operations that either provide corporate support services or do not meet the criteria to be treated as a separate reporting segment.
Reportable Segments We have four primary reportable segments as presented in the chart below: In addition to our four reportable segments above, we have nonutility operations that either provide corporate support services or do not meet the criteria to be treated as a separate reportable segment.
The primary drivers of the changes noted above are described in more detail in the individual reporting segment and other business operations discussions.
The primary drivers of the changes noted above are described in more detail in the individual reportable segment and other business operations discussions.
Quantitative and Qualitative Disclosures About Market Risks for a sensitivity analysis related to the impact to derivative fair values resulting from changes in commodity prices. The valuation methods we use to determine fair values remained consistent for fiscal 2024, 2023 and 2022.
Refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risks for a sensitivity analysis related to the impact to derivative fair values resulting from changes in commodity prices. The valuation methods we use to determine fair values remained consistent for fiscal 2025, 2024 and 2023.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES NJR’s Common Stock is traded on the New York Stock Exchange under the ticker symbol NJR. As of November 7, 2024, NJR had 81,251 holders of record of its common stock. Dividends are subject to declaration by the Board of Directors.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES NJR’s Common Stock is traded on the New York Stock Exchange under the ticker symbol NJR. As of November 6, 2025, NJR had 94,854 holders of record of its common stock. Dividends are subject to declaration by the Board of Directors.
In September 2024, the Board of Directors declared dividends payable October 1, 2024 of $0.45 per share of common stock to shareowners of record on September 23, 2024. We review our dividend policy on a regular basis.
In September 2025, the Board of Directors declared dividends, payable on October 1, 2025, of $0.475 per share of common stock to shareowners of record on September 22, 2025. We review our dividend policy on a regular basis.
Impairment of Long-lived Assets Property, plant and equipment and finite-lived intangible assets are reviewed periodically for impairment when changes in facts and circumstances indicate that the carrying amount of an asset may not be fully recoverable in accordance with the appropriate accounting guidance.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Impairment of Long-lived Assets Property, plant and equipment and finite-lived intangible assets are reviewed periodically for impairment when changes in facts and circumstances indicate that the carrying amount of an asset may not be fully recoverable in accordance with the appropriate accounting guidance.
Income Taxes The determination of our provision for income taxes requires the use of estimates and the interpretation and application of tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Income Taxes The determination of our provision for income taxes requires the use of estimates and the interpretation and application of tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits.
Upon physical delivery of SRECs to the counterparty, the Company recognizes SREC revenue as operating revenue on the Consolidated Statements of Operations. We have not designated any derivatives as fair value or cash flow hedges as of September 30, 2024 and 2023.
Upon physical delivery of SRECs to the counterparty, the Company recognizes SREC revenue as operating revenue on the Consolidated Statements of Operations. We have not designated any derivatives as fair value or cash flow hedges as of September 30, 2025 and 2024. Page 32 New Jersey Resources Corporation Part II ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating Results Net income (loss) and assets by reporting segment and other business operations for the fiscal years ended September 30, are as follows: (Thousands) 2024 2023 2022 Net Income Assets Net Income Assets Net Income Assets NJNG $ 133,400 $ 4,789,835 $ 131,414 $ 4,414,829 $ 140,124 $ 4,030,686 CEV 33,662 1,157,573 44,458 1,128,577 39,403 1,015,065 ES 106,745 108,710 78,848 123,775 69,650 333,064 S&T 12,229 1,025,457 13,154 1,011,959 26,598 999,520 HSO 26 159,444 4,758 171,275 (781) 159,068 Intercompany (1) 3,713 (259,374) (7,908) (312,919) (72) (275,987) Total $ 289,775 $ 6,981,645 $ 264,724 $ 6,537,496 $ 274,922 $ 6,261,416 (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating Results Net income and assets by reportable segment and other business operations for the fiscal years ended September 30, are as follows: (Thousands) 2025 2024 2023 Net Income Assets Net Income Assets Net Income Assets NJNG $ 213,541 $ 5,198,116 $ 133,400 $ 4,789,835 $ 131,414 $ 4,414,829 CEV 61,156 1,308,969 33,662 1,157,573 44,458 1,128,577 ES 40,878 98,429 106,745 108,710 78,848 123,775 S&T 18,541 1,033,439 12,229 1,025,457 13,154 1,011,959 HSO (407) 196,198 26 159,444 4,758 171,275 Intercompany (1) 1,918 (256,376) 3,713 (259,374) (7,908) (312,919) Total $ 335,627 $ 7,578,775 $ 289,775 $ 6,981,645 $ 264,724 $ 6,537,496 (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations on Form 10-K of our Annual Report for the fiscal year ended September 30, 2023, filed with the SEC on November 21, 2023.
The comparative results for fiscal 2024 with fiscal 2023 have been omitted from this Form 10-K but may be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations on Form 10-K of our Annual Report for the fiscal year ended September 30, 2024, filed with the SEC on November 26, 2024.
The following is a summary of a sensitivity analysis for each actuarial assumption as of and for the fiscal year ended September 30, 2024: Pension Plans Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (34,015) $ 118 Discount rate (1.00) % $ 41,090 $ 3,268 Rate of return on plan assets 1.00 % n/a $ (2,908) Rate of return on plan assets (1.00) % n/a $ 2,908 Other Postemployment Benefits Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (18,458) $ (1,196) Discount rate (1.00) % $ 22,102 $ 1,585 Rate of return on plan assets 1.00 % n/a $ (1,078) Rate of return on plan assets (1.00) % n/a $ 1,078 Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Health care cost trend rate 1.00 % $ 18,148 $ 2,778 Health care cost trend rate (1.00) % $ (15,535) $ (2,159) Page 31 New Jersey Resources Corporation Part II ITEM 7.
The following is a summary of a sensitivity analysis for each actuarial assumption as of and for the fiscal year ended September 30, 2025: Pension Plans Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (31,175) $ (590) Discount rate (1.00) % $ 37,251 $ 4,536 Rate of return on plan assets 1.00 % n/a $ (3,161) Rate of return on plan assets (1.00) % n/a $ 3,161 Other Postemployment Benefits Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (20,481) $ (2,160) Discount rate (1.00) % $ 24,021 $ 2,417 Rate of return on plan assets 1.00 % n/a $ (1,252) Rate of return on plan assets (1.00) % n/a $ 1,252 Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Health care cost trend rate 1.00 % $ 20,857 $ 3,198 Health care cost trend rate (1.00) % $ (18,209) $ (2,789) Page 31 New Jersey Resources Corporation Part II ITEM 7.
Page 33 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) To the extent that NJNG invests in property that qualifies for ITCs, the ITC is deferred and amortized to income over the life of the equipment in accordance with regulatory treatment.
To the extent that NJNG invests in property that qualifies for ITCs, the ITC is deferred and amortized to income over the life of the equipment in accordance with regulatory treatment.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Should there be a significant change in the underlying market prices or pricing assumptions, ES may experience a significant impact on its financial position, results of operations and cash flows. Refer to Item 7A.
As of September 30, 2025, the fair value of its derivative assets and liabilities reported on the Consolidated Balance Sheets that is based on such pricing is considered immaterial. Should there be a significant change in the underlying market prices or pricing assumptions, ES may experience a significant impact on its financial position, results of operations and cash flows.
Consolidated assets increased approximately $444.1M as of September 30, 2024, compared with September 30, 2023, due primarily to the following factors: $301.7M increase in utility plant expenditures at NJNG; and $79.4M increase in nonutility plant and equipment, net at CEV and S&T. Non-GAAP Financial Measures Our management uses NFE, a non-GAAP financial measure, when evaluating our operating results.
Consolidated assets increased approximately $597.1M as of September 30, 2025, compared with September 30, 2024, due primarily to the following factors: $311.3M increase in utility plant expenditures at NJNG; $95.6M increase in nonutility plant and equipment, net at CEV and S&T; $63.3M increase in non-current regulatory assets at NJNG; $50.2M increase in other non-current assets primarily at CEV; and $42.5M increase in notes receivable at CEV.
MANAGEMENT’S OVERVIEW Consolidated NJR is a diversified energy services holding company providing retail natural gas service in New Jersey and wholesale natural gas and related energy services to customers in the U.S. In addition, we invest in clean energy projects and storage and transportation assets and provide various repair, sales and installation services.
Page 33 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) MANAGEMENT’S OVERVIEW Consolidated NJR is a diversified energy services holding company providing retail natural gas service in New Jersey and wholesale natural gas and related energy services to customers in the U.S.
Cumulative Total Return 2019 2020 2021 2022 2023 2024 NJR $100.00 $62.22 $83.03 $95.61 $103.75 $125.26 S&P 500 Utilities $100.00 $95.03 $105.49 $111.38 $103.56 $146.87 S&P 500 $100.00 $115.15 $149.70 $126.54 $153.89 $209.83 Peer Group $100.00 $76.86 $83.84 $93.64 $90.75 $118.98 The nine companies in the Peer Group are: Atmos Energy Corporation; Avista Corporation; Black Hills Corporation; National Fuel Gas Company; NiSource Inc.; Northwest Natural Holding Company; ONE Gas, Inc.; Southwest Gas Corporation; and Spire Inc.
Cumulative Total Return 2020 2021 2022 2023 2024 2025 NJR $100.00 $133.45 $153.65 $166.75 $201.31 $213.44 S&P 500 Utilities $100.00 $111.01 $117.20 $108.98 $154.55 $171.86 S&P 500 $100.00 $130.00 $109.89 $133.65 $182.23 $214.30 Peer Group $100.00 $109.08 $121.84 $118.08 $154.80 $192.41 The nine companies in the Peer Group are: Atmos Energy Corporation; Avista Corporation; Black Hills Corporation; National Fuel Gas Company; NiSource Inc.; Northwest Natural Holding Company; ONE Gas, Inc.; Southwest Gas Corporation; and Spire Inc.
A more detailed description of our organizational structure can be found in Item 1. Business . The following sections include a discussion of results for fiscal 2024 compared to fiscal 2023. The comparative results for fiscal 2023 with fiscal 2022 have been omitted from this Form 10-K, but may be found in Item 7.
In addition, we invest in clean energy projects and storage and transportation assets and provide various repair, sales and installation services. A more detailed description of our organizational structure can be found in Item 1. Business . The following sections include a discussion of results for fiscal 2025 compared to fiscal 2024.
ES economically hedges its natural gas inventory with financial derivative instruments.
Non-GAAP Financial Measures Our management uses net income and NFE, a non-GAAP financial measure, when evaluating our operating results. ES economically hedges its natural gas inventory with financial derivative instruments.
Removed
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Acquisitions The Company follows the guidance in ASC 805, Business Combinations, for determining the appropriate accounting treatment for acquisitions.
Removed
ASU No. 2017-01, Clarifying the Definition of a Business , provides an initial fair value screen to determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets.
Removed
If the initial screening test is not met, the set is considered a business based on whether there are inputs and substantive processes in place. Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or an asset acquisition, the accounting treatment is derived.
Removed
If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value.
Removed
If the transaction is deemed to be an asset purchase, the cost accumulation and allocation model is used, whereby the assets and liabilities are recorded based on the purchase price and allocated to the individual assets and liabilities based on relative fair values.
Removed
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation methodologies requiring considerable management judgment.
Removed
The most significant variables in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on the risk inherent in the acquired assets and related cash flows.
Removed
The valuation of an acquired business is based on available information at the acquisition date and assumptions that are believed to be reasonable. However, a change in facts and circumstances as of the acquisition date can result in subsequent adjustments during the measurement period, but no later than one year from the acquisition date.
Removed
As of September 30, 2024, the fair value of its derivative assets and liabilities reported on the Consolidated Balance Sheets that is based on such pricing is considered immaterial. Page 32 New Jersey Resources Corporation Part II ITEM 7.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeRisk Factors , as well as the following, which are neither presented in order of importance nor weighted: our ability to obtain governmental and regulatory approvals, permits, certificates, land-use rights, electric grid connection (in the case of clean energy projects) and/or financing for the construction, development and operation of our unregulated energy investments, pipeline transportation systems and NJNG and S&T infrastructure projects in a timely manner; our ability to address concerns over climate change and its impacts on business operations; risks associated with our investments in clean energy projects, including the availability of regulatory incentives and federal tax credits, the availability of viable projects, our eligibility for ITCs, the future market for RECs and electricity prices, our ability to complete construction of the projects and operational risks related to projects in service; risks associated with acquisitions and the related integration of acquired assets with our current operations; our ability to comply with current and future regulatory requirements; risks associated with our pipeline of projects and timely completion of such projects; commercial and wholesale credit risks, including the availability of creditworthy customers and counterparties, and liquidity in the wholesale energy trading market; volatility of natural gas and other commodity prices and their impact on NJNG customer usage, NJNG’s BGSS incentive programs, ES operations and our risk management efforts; the performance of our subsidiaries; access to adequate supplies of natural gas and dependence on third-party S&T facilities for natural gas supply; the level and rate at which NJNG’s costs are incurred and the extent to which they are approved for recovery from customers through the regulatory process, including through future base rate case filings; impacts of inflation, including the current inflationary environment, and increased natural gas costs; the impact of a disallowance of recovery of environmental-related expenditures and other regulatory changes; operating risks incidental to handling, storing, transporting and providing customers with natural gas; demographic changes in our service territory and their effect on our customer growth; changes in rating agency requirements and/or credit ratings and their effect on availability and cost of capital to the Company; the impact of events causing volatility in the equity and credit markets on our access to capital, including natural disasters, pandemic illness and other extreme events and risks, political and economic disruption and uncertainty related to Russia’s military invasion of Ukraine, the conflict in the Middle East, and the international community’s responses; risks of prolonged constriction of credit availability in the markets and our ability to secure short-term financing; our ability to comply with debt covenants; the results of legal or administrative proceedings with respect to claims, rates, environmental issues, natural gas cost prudence reviews and other matters; risks related to cyberattacks, including ransomware, terrorism and other malicious acts against, or failure of, information technology systems; the impact to the asset values and resulting higher costs and funding obligations of our pension and postemployment benefit plans as a result of potential downturns in the financial markets, including, but not limited to, inflationary pressures, recessionary pressures, or rising interest rates, and/or reductions in bond yields; accounting effects and other risks associated with hedging activities and use of derivatives contracts; our ability to optimize our physical assets; weather and economic conditions, including those changes in weather and weather patterns that could be attributable to climate change; the costs of compliance with present and future environmental laws, potential climate change-related legislation or any legislation resulting from the 2019 New Jersey EMP, as well as future executive orders and the outcomes of regulatory proceedings concerning natural gas; uncertainties related to litigation, regulatory, administrative or environmental proceedings; changes to tax laws and regulations, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act; any potential need to record a valuation allowance for our deferred tax assets; the delay or prevention of a favorable transaction due to changes in control provisions or laws; risks related to our employee workforce and succession planning; risks associated with the management of our joint ventures and partnerships; and risks associated with keeping pace with technological change.
Biggest changeRisk Factors , as well as the following, which are neither presented in order of importance nor weighted: our ability to obtain governmental and regulatory approvals, permits, certificates, land-use rights, electric grid connection (in the case of clean energy projects) and/or financing for the construction, development and operation of our unregulated energy investments, pipeline transportation systems and NJNG and S&T infrastructure projects in a timely manner; our ability to address concerns over climate change and its impacts on business operations; risks associated with our investments in clean energy projects, including the availability of regulatory incentives and federal tax credits, the availability of viable projects, our eligibility for ITCs, the future market for RECs and electricity prices, our ability to complete construction of the projects and operational risks related to projects in service; our ability to comply with current and future regulatory requirements; risks associated with our pipeline of projects and timely completion of such projects; commercial and wholesale credit risks, including the availability of creditworthy customers and counterparties, and liquidity in the wholesale energy trading market; volatility of natural gas and other commodity prices and their impact on NJNG customer usage, NJNG’s BGSS incentive programs, ES operations and our risk management efforts; the performance of our subsidiaries; access to adequate supplies of natural gas and dependence on third-party S&T facilities for natural gas supply; the level and rate at which NJNG’s costs are incurred and the extent to which they are approved for recovery from customers through the regulatory process, including through future base rate case filings; impacts of inflation, including the current inflationary environment and increased natural gas costs; the impact of a disallowance of recovery of environmental-related expenditures and other regulatory changes; operating risks incidental to handling, storing, transporting and providing customers with natural gas; demographic changes in our service territory and their effect on our customer growth; changes in rating agency requirements and/or credit ratings and their effect on availability and cost of capital to the Company; the impact of events causing volatility in the equity and credit markets on our access to capital or on our suppliers or customers, including monetary, fiscal and regulatory policies of the U.S. government, including with respect to tariffs and trade restrictions; natural disasters, pandemic illness and other extreme events and risks; and political and economic disruption and uncertainty related to international conflicts and the international community’s responses to such events; risks of prolonged constriction of credit availability in the markets and our ability to secure short-term financing; our ability to comply with debt covenants; the results of legal or administrative proceedings with respect to claims, rates, environmental issues, natural gas cost prudence reviews and other matters; risks related to cyberattacks, including ransomware, terrorism and other malicious acts against, or failure of, information technology systems; risks associated with keeping pace with technological change , including, but not limited to, cloud computing and artificial intelligence; the impact to the asset values and resulting higher costs and funding obligations of our pension and postemployment benefit plans as a result of potential downturns in the financial markets, including, but not limited to, inflationary pressures, recessionary pressures, or rising interest rates, and/or reductions in bond yields; accounting effects and other risks associated with hedging activities and use of derivatives contracts; our ability to optimize our physical assets; weather and economic conditions, including those changes in weather and weather patterns that could be attributable to climate change; the costs of compliance with present and future environmental laws, potential climate change-related legislation or any legislation resulting from the 2019 New Jersey EMP, as well as future executive orders and the outcomes of regulatory proceedings concerning natural gas; uncertainties related to litigation, regulatory, administrative or environmental proceedings; changes to tax laws and regulations, including those changes brought about by the passage of the Inflation Reduction Act and OBBBA; risks associated with acquisitions and the related integration of acquired assets with our current operations; any potential need to record a valuation allowance for our deferred tax assets; the delay or prevention of a favorable transaction due to changes in control provisions or laws; risks related to our employee workforce and succession planning; and risks associated with the management of our joint ventures and partnerships.
NFE is a measure of the earnings based on eliminating timing differences surrounding the recognition of certain gains or losses to effectively match the earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the derivative instruments.
NFE is a measure of earnings based on eliminating timing differences surrounding the recognition of certain gains or losses to effectively match the earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the derivative instruments.
CSI Competitive Solar Incentive Degree-day The measure of the variation in the weather based on the extent to which the average daily temperature falls below 65 degrees Fahrenheit DEI Diversity, equity and inclusion DRP NJR Direct Stock Purchase and Dividend Reinvestment Plan Dths Dekatherms EDECA Electric Discount and Energy Competition Act EE Energy Efficiency EMP New Jersey Energy Master Plan Energy Services or ES Energy Services segment Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FCM Futures Commission Merchant FERC Federal Energy Regulatory Commission Financial Margin A non-GAAP financial measure, which represents revenues earned from the sale of natural gas less costs of natural gas sold including any transportation and storage costs, and excludes certain operations and maintenance expense and depreciation and amortization, as well as any accounting impact from the change in the fair value of certain derivative instruments Fitch Fitch Ratings Company FMB First Mortgage Bond GAAP Generally Accepted Accounting Principles of the United States GWRA Global Warming Response Act of 2007 HCCTR Health Care Cost Trend Rate Home Services and Other or HSO Home Services and Other Operations ICE Intercontinental Exchange IIP Infrastructure Investment Program Inflation Reduction Act Inflation Reduction Act of 2022 IRS Internal Revenue Service ISDA The International Swaps and Derivatives Association ITC Federal Investment Tax Credit LDCC Leadership Development and Compensation Committee Leaf River Leaf River Energy Center LLC LNG Liquefied Natural Gas M Million MGP Manufactured Gas Plant MMBtu Million British Thermal Units Moody’s Moody’s Investors Service, Inc.
CSI Competitive Solar Incentive Degree-day The measure of the variation in the weather based on the extent to which the average daily temperature falls below 65 degrees Fahrenheit DRP NJR Direct Stock Purchase and Dividend Reinvestment Plan Dths Dekatherms EDECA Electric Discount and Energy Competition Act EE Energy Efficiency EMP New Jersey Energy Master Plan Energy Services or ES Energy Services segment Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FCM Futures Commission Merchant FERC Federal Energy Regulatory Commission Financial Margin A non-GAAP financial measure, which represents revenues earned from the sale of natural gas less costs of natural gas sold including any transportation and storage costs, and excludes certain operations and maintenance expense and depreciation and amortization, as well as any accounting impact from the change in the fair value of certain derivative instruments Fitch Fitch Ratings Company FMB First Mortgage Bond GAAP Generally Accepted Accounting Principles in the United States GWRA Global Warming Response Act of 2007 HCCTR Health Care Cost Trend Rate Home Services and Other or HSO Home Services and Other Operations ICE Intercontinental Exchange IIP Infrastructure Investment Program Inflation Reduction Act Inflation Reduction Act of 2022 IRS Internal Revenue Service ISDA The International Swaps and Derivatives Association ITC Federal Investment Tax Credit LDCC Leadership Development and Compensation Committee Leaf River Leaf River Energy Center LLC LNG Liquefied Natural Gas M Million MGP Manufactured Gas Plant MMBtu Million British Thermal Units Moody’s Moody’s Investors Service, Inc.
NFE by reporting segment and other business operations for the fiscal years ended September 30, are as follows: * HSO includes intercompany eliminations. Page 6 New Jersey Resources Corporation Part I
NFE by reportable segment and other business operations for the fiscal years ended September 30, are as follows: * HSO includes intercompany eliminations. Page 6 New Jersey Resources Corporation Part I
Executive Compensation 119 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 119 ITEM 13. Certain Relationships and Related Transactions and Director Independence 119 ITEM 14. Principal Accountant Fees and Services 119 PART IV ITEM 15.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 119 ITEM 13. Certain Relationships and Related Transactions and Director Independence 119 ITEM 14. Principal Accountant Fees and Services 119 PART IV ITEM 15.
NJNG, a local natural gas distribution company, is regulated by the BPU and comprises the Company’s Natural Gas Distribution segment. NJR Clean Energy Ventures Corporation includes the results of operations and assets related to the Company’s unregulated capital investments in clean energy projects, including commercial and residential solar projects. NJRCEV comprises the Company’s Clean Energy Ventures segment.
NJNG, a local natural gas distribution company, is regulated by the BPU and comprises the Company’s Natural Gas Distribution segment. NJR Clean Energy Ventures Corporation includes the results of operations and assets related to the Company’s unregulated capital investments in clean energy projects. NJRCEV comprises the Company’s Clean Energy Ventures segment.
NJR Home Services Company provides heating, ventilation and cooling service, sales and installation of appliances, as well as solar installation projects, and is the primary contributor to Home Services and Other operations. Page 4 New Jersey Resources Corporation Part I ITEM 1.
NJR Home Services Company provides heating, ventilation and cooling service, sales and installation of appliances, and is the primary contributor to Home Services and Other operations. Page 4 New Jersey Resources Corporation Part I ITEM 1.
Bank National Association dated as of September 1, 2014, as amended Page 1 New Jersey Resources Corporation GLOSSARY OF KEY TERMS (cont.) MW Megawatts MWh Megawatt Hour NAESB The North American Energy Standards Board NAV Net Asset Value NFE Net Financial Earnings NJCEP New Jersey’s Clean Energy Program NJDEP New Jersey Department of Environmental Protection NJNG New Jersey Natural Gas Company or our Natural Gas Distribution segment NJNG Credit Facility The $250M unsecured committed credit facility expiring in August 2029 NJR Credit Facility The $575M unsecured committed credit facility expiring in August 2029 NJR or The Company New Jersey Resources Company NJR Retail NJR Retail Company NJRCEV NJR Clean Energy Ventures Corporation NJRES NJR Energy Services Company, LLC NJRHS NJR Home Services Company Non-GAAP Not in accordance with GAAP NPNS Normal Purchase/Normal Sale NYMEX New York Mercantile Exchange OCI Other Comprehensive Income O&M Operations and Maintenance Expense OPEB Other Postemployment Benefit Plans PBO Projected Benefit Obligation PennEast PennEast Pipeline Company, LLC PEP Pension Equalization Plan PIM Pipeline Integrity Management PPA Power Purchase Agreement RAC Remediation Adjustment Clause REC Renewable Energy Certificate Sarbanes-Oxley Sarbanes-Oxley Act of 2002 SAVEGREEN The SAVEGREEN Project® Savings Plan Employees’ Retirement Savings Plan SBC Societal Benefits Charge SEC Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SG&A Selling, General and Administrative expenses SREC Solar Renewable Energy Certificate S&P Standard & Poor’s Financial Services, LLC Steckman Ridge Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP Storage and Transportation or S&T Storage and Transportation segment TETCO Texas Eastern Transmission TREC Transition Renewable Energy Certificate Trustee U.S.
Bank National Association dated as of September 1, 2014, as amended MW Megawatts per Direct Current MWh Megawatt Hour NAESB The North American Energy Standards Board NAV Net Asset Value NFE Net Financial Earnings NJCEP New Jersey’s Clean Energy Program NJDEP New Jersey Department of Environmental Protection NJNG New Jersey Natural Gas Company or our Natural Gas Distribution segment NJNG Credit Facility The $250M unsecured committed credit facility expiring in August 2029 NJR Credit Facility The $575M unsecured committed credit facility expiring in August 2029 NJR or The Company New Jersey Resources Company NJR Retail NJR Retail Company NJRCEV NJR Clean Energy Ventures Corporation NJRES NJR Energy Services Company, LLC NJRHS NJR Home Services Company Non-GAAP Not in accordance with GAAP NPNS Normal Purchase/Normal Sale NYMEX New York Mercantile Exchange OCI Other Comprehensive Income O&M Operations and Maintenance Expenses OBBBA The One Big Beautiful Bill Act of 2025 OPEB Other Postemployment Benefit Plans PBO Projected Benefit Obligation PennEast PennEast Pipeline Company, LLC PEP Pension Equalization Plan PIM Pipeline Integrity Management PPA Power Purchase Agreement RAC Remediation Adjustment Clause REC Renewable Energy Certificate Sarbanes-Oxley Sarbanes-Oxley Act of 2002 Savings Plan Employees’ Retirement Savings Plan SBC Societal Benefits Charge SEC Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SG&A Selling, General and Administrative expenses SREC Solar Renewable Energy Certificate S&P Standard & Poor’s Financial Services, LLC Steckman Ridge Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP Storage and Transportation or S&T Storage and Transportation segment SVP Senior Vice President TETCO Texas Eastern Transmission TREC Transition Renewable Energy Certificate Trustee U.S.
Asset composition by reporting segment and other business operations at September 30, are as follows: 2024 2023 Page 5 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Management uses NFE, a non-GAAP financial measure, when evaluating its operating results.
Asset composition by reportable segment and other business operations at September 30, are as follows: 2025 2024 Page 5 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Management uses net income and NFE, a non-GAAP financial measure, when evaluating its operating results.
While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with the preparation of management’s discussion and analysis of results of operations and financial condition contained in our Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, we do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events.
While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with the preparation of management’s discussion and analysis of results of operations and financial condition contained in our Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, we do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events, new information or other factors, except as required by applicable laws.
Reporting Segment and Other Operations Data 114 Note 16. Related Party Transactions 116 Note 17. Subsequent Event 117 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 118 ITEM 9A. Controls and Procedures 118 ITEM 9B. Other Information 118 PART III* ITEM 10. Directors, Executive Officers and Corporate Governance 119 ITEM 11.
Reportable Segment Data 114 Note 16. Related Party Transactions 116 Note 17. Dispositions 117 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 118 ITEM 9A. Controls and Procedures 118 ITEM 9B. Other Information 118 PART III* ITEM 10. Directors, Executive Officers and Corporate Governance 119 ITEM 11. Executive Compensation 119 ITEM 12.
S&T consists of operations and investments in the natural gas storage and transportation market, such as natural gas storage and transportation facilities. Net income by reporting segment and other business operations for the fiscal years ended September 30, are as follows: * HSO includes intercompany eliminations.
CEV consists of capital investments in clean energy projects. S&T consists of operations and investments in the natural gas storage and transportation market, such as natural gas storage and transportation facilities. Net income by reportable segment and other business operations for the fiscal years ended September 30, are as follows: * HSO includes intercompany eliminations.
We caution readers that the expectations, assumptions and beliefs that form the basis for forward-looking statements regarding customer growth, customer usage, qualifications for ITCs, RECs, future rate case proceedings, financial condition, results of operations, cash flows, capital requirements, future capital expenditures, market risk, effective tax rate, the gain on the sale of the CEV residential solar asset portfolio and other matters for fiscal 2025 and thereafter include many factors that are beyond our ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and changes in the debt and equity capital markets.
We caution readers that the expectations, assumptions and beliefs that form the basis for forward-looking statements regarding customer growth, customer usage, eligibility for ITCs, RECs, future rate case proceedings, financial condition, results of operations, cash flows, capital requirements, future capital expenditures, market risk, effective tax rate, and other matters for fiscal 2026 and thereafter are subject to many factors that are beyond our ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and changes in the debt and equity capital markets.
Exhibits and Financial Statement Schedules 120 Index to Financial Statement Schedules 121 Exhibit Index 123 Signatures 130 * Portions of Item 10 and Items 11-14 are Incorporated by Reference from the Proxy Statement. i New Jersey Resources Corporation GLOSSARY OF KEY TERMS Adelphia Adelphia Gateway, LLC ADI Administratively Determined Incentive AFUDC Allowance for Funds Used During Construction AMA Asset Management Agreement ARO Asset Retirement Obligation ASC Accounting Standards Codification ASU Accounting Standards Update B Billion Bcf Billion Cubic Feet BGSS Basic Gas Supply Service BPU New Jersey Board of Public Utilities CEO Chief Executive Officer CIO Chief Information Officer CIP Conservation Incentive Program Clean Energy Ventures or CEV Clean Energy Ventures segment CME Chicago Mercantile Exchange CR&R Commercial Realty & Resources Corp.
Exhibits and Financial Statement Schedules 120 Index to Financial Statement Schedules 121 Exhibit Index 123 Signatures 130 * Portions of Item 10 and Items 11-14 are Incorporated by Reference from the Proxy Statement. i New Jersey Resources Corporation GLOSSARY OF KEY TERMS Adelphia Adelphia Gateway, LLC ADI Administratively Determined Incentive Adjusted EBITDA A non-GAAP financial measure, which represents net income, including equity in earnings of affiliates, before interest, income taxes, depreciation and amortization, and other income, net, which includes non-cash earnings of AFUDC AFUDC Allowance for Funds Used During Construction AMA Asset Management Agreement ARO Asset Retirement Obligation ASC Accounting Standards Codification ASU Accounting Standards Update B Billion Bcf Billion Cubic Feet BGSS Basic Gas Supply Service BPU New Jersey Board of Public Utilities CEO Chief Executive Officer CIO Chief Information Officer CIP Conservation Incentive Program Clean Energy Ventures or CEV Clean Energy Ventures segment CME Chicago Mercantile Exchange CODM Chief Operating Decision Maker CR&R Commercial Realty & Resources Corp.
BUSINESS (Continued) REPORTING SEGMENTS We operate within four reporting segments: Natural Gas Distribution, Clean Energy Ventures, Energy Services and Storage and Transportation. NJNG consists of regulated natural gas services, off-system sales, capacity and storage management operations. ES consists of unregulated wholesale and retail energy operations, as well as energy management services. CEV consists of capital investments in clean energy projects.
BUSINESS (Continued) REPORTABLE SEGMENTS We operate within four reportable segments: (1) Natural Gas Distribution, (2) Clean Energy Ventures, (3) Energy Services and (4) Storage and Transportation. NJNG consists of regulated natural gas services, off-system sales, capacity and storage management operations. ES consists of unregulated wholesale and retail energy operations, as well as energy management services.
The following is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE for the fiscal years ended September 30: (Thousands) 2024 2023 2022 Net income $ 289,775 $ 264,724 $ 274,922 Add: Unrealized loss (gain) on derivative instruments and related transactions 19,574 (38,081) (59,906) Tax effect (4,652) 9,050 14,248 Effects of economic hedging related to natural gas inventory (1) (18,192) 34,699 19,939 Tax effect 4,323 (8,246) (4,738) Gain on equity method investment (300) (5,521) Tax effect (19) 1,377 NFE $ 290,828 $ 261,827 $ 240,321 Basic earnings per share $ 2.94 $ 2.73 $ 2.86 Add: Unrealized loss (gain) on derivative instruments and related transactions 0.20 (0.39) (0.62) Tax effect (0.05) 0.09 0.15 Effects of economic hedging related to natural gas inventory (1) (0.18) 0.36 0.21 Tax effect 0.04 (0.09) (0.05) Gain on equity method investment (0.06) Tax effect 0.01 Basic NFE per share $ 2.95 $ 2.70 $ 2.50 (1) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
The following is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE for the fiscal years ended September 30: (Thousands, except per share data) 2025 2024 2023 Net income $ 335,627 $ 289,775 $ 264,724 Add: Unrealized (gain) loss on derivative instruments and related transactions (12,126) 19,574 (38,081) Tax effect 2,882 (4,652) 9,050 Effects of economic hedging related to natural gas inventory (1) 4,242 (18,192) 34,699 Tax effect (1,008) 4,323 (8,246) Gain on equity method investment (300) Tax effect (19) NFE $ 329,617 $ 290,828 $ 261,827 Basic earnings per share $ 3.35 $ 2.94 $ 2.73 Add: Unrealized (gain) loss on derivative instruments and related transactions (0.12) 0.20 (0.39) Tax effect 0.03 (0.05) 0.09 Effects of economic hedging related to natural gas inventory (1) 0.04 (0.18) 0.36 Tax effect (0.01) 0.04 (0.09) Basic NFE per share $ 3.29 $ 2.95 $ 2.70 (1) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
Regulation 85 Note 5. Derivative Instruments 90 Note 6. Fair Value 94 Note 7. Investments in Equity Investees 96 Note 8. Earnings Per Share 96 Note 9. Debt 97 Note 10. Stock-Based Compensation 100 Note 11. Employee Benefit Plans 103 Note 12. Income Taxes 108 Note 13. Leases 110 Note 14. Commitments and Contingent Liabilities 113 Note 15.
Regulation 84 Note 5. Derivative Instruments 89 Note 6. Fair Value 93 Note 7. Investments in Equity Investees 95 Note 8. Earnings Per Share 95 Note 9. Debt 96 Note 10. Stock-Based Compensation 99 Note 11. Employee Benefit Plans 102 Note 12. Income Taxes 107 Note 13. Leases 110 Note 14. Commitments and Contingent Liabilities 112 Note 15.
Mortgage Indenture The Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement between NJNG and U.S.
Page 1 New Jersey Resources Corporation GLOSSARY OF KEY TERMS (cont.) Mortgage Indenture The Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement between NJNG and U.S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

118 edited+25 added28 removed92 unchanged
Biggest changeOperating Results CEV’s financial results for the fiscal years ended September 30, are summarized as follows: (Thousands) 2024 2023 2022 Operating revenues $ 130,563 $ 124,131 $ 128,280 Operating expenses Operation and maintenance 44,042 40,089 40,706 Depreciation and amortization 27,869 25,320 21,396 Total operating expenses 71,911 65,409 62,102 Operating income 58,652 58,722 66,178 Other income, net 14,961 6,622 6,554 Interest expense, net 28,545 28,569 21,968 Income tax provision (benefit) 11,406 (7,683) 11,361 Net income $ 33,662 $ 44,458 $ 39,403 Net income decreased approximately $10.8M during fiscal 2024, compared with fiscal 2023, due primarily to the following factors: $19.1M increase in income tax expense due primarily to the reversal of a valuation allowance for certain deferred tax assets during fiscal 2023 that did not reoccur; and $4.0M increase in O&M due to higher project maintenance expenses and lease expenses; partially offset by $8.3M increase in other income, net due primarily to the recognition of ITCs associated with solar sale leaseback financing transactions; and $6.4M increase in operating revenues due to higher SREC, TREC and electricity sales.
Biggest changeOperating Results CEV’s financial results for the fiscal years ended September 30, are summarized as follows: (Thousands) 2025 2024 2023 Operating revenues $ 112,501 $ 130,563 $ 124,131 Operating expenses Operation and maintenance 56,167 44,042 40,089 Depreciation and amortization 24,105 27,869 25,320 Gain on sale of assets (56,187) Total operating expenses 24,085 71,911 65,409 Operating income 88,416 58,652 58,722 Other income, net 17,656 14,961 6,622 Interest expense, net of capitalized interest 26,702 28,545 28,569 Income tax provision (benefit) 18,214 11,406 (7,683) Net income $ 61,156 $ 33,662 $ 44,458 Net income increased approximately $27.5M during fiscal 2025, compared with fiscal 2024, due primarily to the following factors: $56.2M gain on the sale of the residential solar portfolio; partially offset by $18.1M decrease in operating revenues due primarily to the timing of SREC sales and the absence of revenue related to the sale of the residential solar portfolio; $12.1M increase in O&M due primarily to SREC transfers resulting from the sale of the residential solar portfolio; and $6.8M increase in income tax expense related to higher operating income.
CEV CEV enters into transactions to sell the commercial solar assets concurrent with agreements to lease the assets back over a period of five to seven years.
CEV enters into transactions to sell the commercial solar assets concurrent with agreements to lease the assets back over a period of five to seven years.
Home Services and Other Overview The financial results of HSO consist primarily of the operating results of NJRHS. NJRHS provides service, sales and installation of appliances to service contract customers and has been focused on growing its installation business and expanding its service contract customer base. HSO also includes organizational expenses incurred at NJR.
Home Services and Other The financial results of HSO consist primarily of the operating results of NJRHS. NJRHS provides service, sales and installation of appliances to service contract customers and has been focused on growing its installation business and expanding its service contract customer base. HSO also includes organizational expenses incurred at NJR.
Utility Gross Margin consists of three components: Utility firm gross margin generated from only the delivery component of either a sales tariff or a transportation tariff from residential and commercial customers who receive natural gas service from NJNG; BGSS incentive programs, where revenues generated or savings achieved from BPU-approved off-system sales, capacity release or storage incentive programs are shared between customers and NJNG; and Utility Gross Margin generated from off-tariff customers, as well as interruptible customers.
Utility Gross Margin consists of three components: Utility firm gross margin generated from only the delivery component of either a sales tariff or a transportation tariff from residential and commercial customers who receive natural gas service from NJNG; BGSS incentive programs, where revenues generated or savings achieved from BPU-approved off-system sales, capacity release or storage incentive programs are shared between customers and NJNG; and Utility Gross Margin generated from off-tariff and interruptible customers.
There were no shares repurchased during fiscal 2024 and 2023. Debt NJR and its unregulated subsidiaries generally rely on cash flows generated from operating activities and the utilization of committed credit facilities to provide liquidity to meet working capital and short-term debt financing requirements. NJNG also relies on the issuance of commercial paper for short-term funding.
There were no shares repurchased during fiscal 2025 and 2024. Debt NJR and its unregulated subsidiaries generally rely on cash flows generated from operating activities and the utilization of committed credit facilities to provide liquidity to meet working capital and short-term debt financing requirements. NJNG also relies on the issuance of commercial paper for short-term funding.
Below is a summary of NJNG’s capital expenditures, including accruals for fiscal 2024 and estimates of expected investments over the next fiscal year: Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory oversight, environmental regulations, unforeseen events and the ability to access capital.
Below is a summary of NJNG’s capital expenditures, including accruals for fiscal 2025 and estimates of expected investments over the next fiscal year: Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory oversight, environmental regulations, unforeseen events and the ability to access capital.
Short-Term Debt Covenants Borrowings under the NJR Credit Facility, term loan credit agreement and NJNG Credit Facility are conditioned upon compliance with a maximum leverage ratio (consolidated total indebtedness to consolidated total capitalization as defined in the applicable agreements) of not more than .70 to 1.00 for NJR and .65 to 1.00 for NJNG.
Short-Term Debt Covenants Borrowings under the NJR Credit Facility and NJNG Credit Facility are conditioned upon compliance with a maximum leverage ratio (consolidated total indebtedness to consolidated total capitalization as defined in the applicable agreements) of not more than .70 to 1.00 for NJR and .65 to 1.00 for NJNG.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In conjunction with the active management of these contracts, ES generates Financial Margin by identifying market opportunities and simultaneously entering into natural gas purchase/sale, storage or transportation contracts and financial derivative contracts.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In conjunction with the active management of these contracts, ES generates earnings by identifying market opportunities and simultaneously entering into natural gas purchase/sale, storage or transportation contracts and financial derivative contracts.
The NJNG Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $30M sublimit for the issuance of letters of credit. As of September 30, 2024, NJNG had two letters of credit outstanding for $0.7M, which reduced the amount available under the NJNG Credit Facility by the same amount.
The NJNG Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $30M sublimit for the issuance of letters of credit. As of September 30, 2025, NJNG had two letters of credit outstanding for $0.7M, which reduced the amount available under the NJNG Credit Facility by the same amount.
Non-GAAP Financial Measures Management uses Financial Margin and NFE, non-GAAP financial measures, when evaluating the operating results of ES. Financial Margin and NFE are based on removing timing differences associated with certain derivative instruments.
Non-GAAP Financial Measures Management uses Financial Margin and NFE, non-GAAP financial measures, when evaluating the operating results of ES. Financial Margin and NFE are based upon removing timing differences associated with certain derivative instruments.
On March 20, 2024, the BPU approved NJNG’s annual SBC filing of RAC expenditures through June 30, 2023, which included an increase to the RAC annual recoveries of approximately $2.4M and an increase to the NJCEP annual recoveries of approximately $5.5M, effective April 1, 2024.
In March 2024, the BPU approved NJNG’s annual SBC filing of RAC expenditures through June 30, 2023, which included an increase to the RAC annual recoveries of approximately $2.4M and an increase to the NJCEP annual recoveries of approximately $5.5M, effective April 1, 2024.
NJNG continues to implement BPU-approved infrastructure projects that are designed to enhance the reliability and integrity of NJNG’s natural gas distribution system. Page 37 New Jersey Resources Corporation Part II ITEM 7.
NJNG implemented BPU-approved infrastructure projects that are designed to enhance the reliability and integrity of NJNG’s natural gas distribution system. Page 37 New Jersey Resources Corporation Part II ITEM 7.
ES’s use of high-volume storage facilities and anticipated pipeline park and loan arrangements, combined with related economic hedging activities in the volatile wholesale natural gas market, create significant short-term cash requirements. As of September 30, 2024, NJR had a revolving credit facility totaling $575M, with $326.0M available under the facility.
ES’s use of high-volume storage facilities and anticipated pipeline park and loan arrangements, combined with related economic hedging activities in the volatile wholesale natural gas market, create significant short-term cash requirements. As of September 30, 2025, NJR had a revolving credit facility totaling $575M, with approximately $401.0M available under the facility.
Management believes that Utility Gross Margin provides a meaningful basis for evaluating utility operations since natural gas costs, sales tax and regulatory rider expenses are included in operating revenues and passed through to customers and, therefore, have no effect on Utility Gross Margin.
We believe that Utility Gross Margin provides a meaningful basis for evaluating utility operations since natural gas costs, sales tax and regulatory rider expenses are included in operating revenues and passed through to customers and, therefore, have no effect on Utility Gross Margin.
Customer Growth In conducting NJNG’s business, management focuses on factors it believes may have significant influence on its future financial results. NJNG’s policy is to work with all stakeholders, including customers, regulators and policymakers, to achieve favorable results.
Natural Gas Customers In conducting NJNG’s business, management focuses on factors it believes may have significant influence on its future financial results. NJNG’s policy is to work with all stakeholders, including customers, regulators and policymakers, to achieve favorable results.
NJNG expects to fund its obligations with a combination of cash flows from operations, cash on hand, issuance of commercial paper, available capacity under its revolving credit facility and the issuance of long-term debt. As of September 30, 2024, NJNG’s future MGP expenditures are estimated to be approximately $161.7M. For a more detailed description of MGP expenditures, see Note 14.
NJNG expects to fund its obligations with a combination of cash flows from operations, cash on hand, issuance of commercial paper, available capacity under its revolving credit facility and the issuance of long-term debt. As of September 30, 2025, NJNG’s future MGP expenditures are estimated to be approximately $167.0M. For a more detailed description of MGP expenditures, see Note 14.
Our consolidated capital structure as of September 30, was as follows: 2024 2023 Common stock equity 39 % 39 % Long-term debt 52 54 Short-term debt 9 7 Total 100 % 100 % Common Stock Equity We satisfy our external common equity requirements, if any, through issuances of our common stock, including the proceeds from stock issuances under our DRP.
Our consolidated capital structure as of September 30, was as follows: 2025 2024 Common stock equity 40 % 39 % Long-term debt 54 52 Short-term debt 6 9 Total 100 % 100 % Common Stock Equity We satisfy our external common equity requirements, if any, through issuances of our common stock, including the proceeds from stock issuances under our DRP.
The business is subject to various risks, which may include but are not limited to impacts to customer growth and customer usage, customer collections, the timing and costs of capital expenditures and construction of infrastructure projects, operating and financing costs, fluctuations in commodity prices and customer conservation efforts.
The business is subject to various risks, which may include, but are not limited to, impacts to customer growth and customer usage, customer collections, the timing and costs of capital expenditures and construction of infrastructure projects, operating and financing costs, fluctuations in commodity prices, customer conservation efforts and changes in how customers consume energy.
During fiscal 2024 and 2023, ES recognized $137.2M and $48.5M, respectively, of operating revenue related to the AMAs on the Consolidated Statements of Operations. Amounts received in excess of revenue, totaling $22.3M and $58.7M as of September 30, 2024 and 2023, respectively, are included in deferred revenue on the Consolidated Balance Sheets.
During fiscal 2025, 2024 and 2023, ES recognized approximately $19.7M, $137.2M and $48.5M, respectively, of operating revenue related to the AMAs on the Consolidated Statements of Operations. Amounts received in excess of revenue, totaling approximately $36.8M and $22.3M as of September 30, 2025 and 2024, respectively, are included in deferred revenue on the Consolidated Balance Sheets.
On September 25, 2024, the BPU approved, on a provisional basis, NJNG’s May 2024 annual filing, which included a decrease of approximately $31.0M to the annual revenues credited to BGSS, an annual increase of approximately $40.3M related to its balancing charge and a decrease of approximately $0.8M to CIP rates, effective October 1, 2024.
On May 21, 2025, the BPU approved, on a final basis, NJNG’s 2024 annual BGSS/CIP filing, which included a decrease of approximately $31.0M to the annual revenues credited to BGSS, an annual increase of approximately $40.3M related to its balancing charge and a decrease of approximately $0.8M to CIP rates, effective October 1, 2024.
The DRP allows us, at our option, to use treasury shares or newly issued shares to raise capital. NJR raised approximately $14.7M and $15.0M of equity through the DRP during fiscal 2024 and 2023, respectively.
The DRP allows us, at our option, to use treasury shares or newly issued shares to raise capital. NJR raised approximately $14.9M and $14.7M of equity through the DRP during fiscal 2025 and 2024, respectively.
During fiscal 2024, 2023 and 2022, CEV received proceeds of approximately $64.7M, $167.8M and $24.1M, respectively, in connection with the sale leaseback of commercial solar projects. The proceeds received were recognized as a financing obligation on the Consolidated Balance Sheets.
During fiscal 2025, 2024 and 2023, CEV received proceeds of approximately $251.2M, $64.7M and $167.8M, respectively, in connection with the sale leaseback of commercial solar projects. The proceeds received were recognized as a financing obligation on the Consolidated Balance Sheets.
The Fitch ratings and outlook were reaffirmed on April 15, 2024. NJNG’s Moody’s and Fitch ratings are investment-grade ratings. NJR is not rated by Moody’s or Fitch.
The Fitch ratings and outlook were reaffirmed on April 4, 2025. NJNG’s Moody’s and Fitch ratings are investment-grade ratings. NJR is not rated by Moody’s or Fitch.
These revolving credit facilities and term loan credit agreement contain customary representations and warranties for transactions of this type.
These revolving credit facilities contain customary representations and warranties for transactions of this type.
On June 28, 2024, NJNG submitted its annual USF filing to the BPU requesting an increase to the statewide USF rate. On September 25, 2024, the BPU approved the filing, which resulted in a $6.8M increase to annual recoveries, effective October 1, 2024.
In June 2024, NJNG submitted its annual USF filing to the BPU requesting an increase to the statewide USF rate. In September 2024, the BPU approved the filing, which resulted in an increase to annual recoveries of approximately $6.8M, effective October 1, 2024.
Page 47 New Jersey Resources Corporation Part II ITEM 7.
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Page 50 New Jersey Resources Corporation Part II ITEM 7.
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The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments. As of September 30, 2024, NJR had eleven letters of credit outstanding totaling $12.3M, which reduced the amount available under the NJR Credit Facility by the same amount.
The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments. As of September 30, 2025, NJR had 24 letters of credit outstanding totaling approximately $21.4M, which reduced the amount available under the NJR Credit Facility by the same amount.
Upon the occurrence and continuance of such an Event of Default, the Mortgage Indenture, subject to any provisions of law applicable thereto, provides that the Trustee may take possession and conduct the business of NJNG, may sell the trust estate or proceed to foreclose the lien of the Mortgage Indenture.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Upon the occurrence and continuance of such an Event of Default, the Mortgage Indenture, subject to any provisions of law applicable thereto, provides that the Trustee may take possession and conduct the business of NJNG, may sell the trust estate or proceed to foreclose the lien of the Mortgage Indenture.
Net Financial Earnings A reconciliation of ES’s net income, the most directly comparable GAAP financial measure to NFE, is as follows for the fiscal years ended September 30: (Thousands) 2024 2023 2022 Net income $ 106,745 $ 78,848 $ 69,650 Add: Unrealized loss (gain) on derivative instruments and related transactions 24,449 (48,251) (60,000) Tax effect (1) (5,810) 11,467 14,270 Effects of economic hedging related to natural gas inventory (18,192) 34,699 19,939 Tax effect 4,323 (8,246) (4,738) Net financial earnings $ 111,515 $ 68,517 $ 39,121 (1) Includes taxes related to intercompany transactions between NJNG and ES that have been eliminated in consolidation of approximately $1.2M and $(2.4)M for fiscal 2024 and 2023, respectively.
Net Financial Earnings A reconciliation of ES’s net income, the most directly comparable GAAP financial measure to NFE, is as follows for the fiscal years ended September 30: (Thousands) 2025 2024 2023 Net income $ 40,878 $ 106,745 $ 78,848 Add: Unrealized (gain) loss on derivative instruments and related transactions (12,126) 24,449 (48,251) Tax effect (1) 2,882 (5,810) 11,467 Effects of economic hedging related to natural gas inventory 4,242 (18,192) 34,699 Tax effect (1,008) 4,323 (8,246) Net financial earnings $ 34,868 $ 111,515 $ 68,517 (1) Includes taxes related to intercompany transactions between NJNG and ES that have been eliminated in consolidation of approximately $1.2M and $(2.4)M for fiscal 2024 and 2023, respectively.
Based on average borrowings of $52.9M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $0.6M during fiscal 2024.
Based on average borrowings of $67.9M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $0.8M during fiscal 2025.
NJNG is a regulated utility that uses futures, options and swaps to provide relative price stability, and its recovery of natural gas costs is governed by the BPU. ES uses futures, options, swaps and physical contracts to economically hedge purchases and sales of natural gas. Page 58 New Jersey Resources Corporation Part II
NJNG is a regulated utility that uses futures, options and swaps to provide relative price stability, and its recovery of natural gas costs is governed by the BPU. ES uses futures, options, swaps and physical contracts to economically hedge purchases and sales of natural gas.
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory constraints, environmental regulations, unforeseen events and the ability to access capital. NJNG’s total capital expenditures spent or accrued during fiscal 2024 were approximately $431.8M. During fiscal 2025 capital expenditures are projected to be between $365M and $415M.
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory constraints, environmental regulations, unforeseen events and the ability to access capital. NJNG’s total capital expenditures spent or accrued during fiscal 2025 were approximately $450.1M. During fiscal 2026 capital expenditures are projected to be between $430M and $480M.
A more detailed discussion of the impacts of the price of natural gas on operating revenues, natural gas purchases and cash flows can be found in the Operating Results and Cash Flow sections of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . Page 40 New Jersey Resources Corporation Part II ITEM 7.
A more detailed discussion of the impacts of the price of natural gas on operating revenues, natural gas purchases and cash flows can be found in the Operating Results and Cash Flow sections of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .
NJNG obtains working capital for these requirements and for the temporary financing of construction and MGP remediation expenditures and energy tax payments, based on its financial profile, through the issuance of commercial paper supported by the NJNG Credit Facility or through short-term bank loans under the NJNG Credit Facility. Page 52 New Jersey Resources Corporation Part II ITEM 7.
NJNG obtains working capital for these requirements and for the temporary financing of construction and MGP remediation expenditures and energy tax payments, based on its financial profile, through the issuance of commercial paper supported by the NJNG Credit Facility or through short-term bank loans under the NJNG Credit Facility.
NJNG’s total utility firm gross margin includes the following adjustments related to the CIP mechanism: (Thousands) 2024 2023 2022 Weather (1) $ 36,907 $ 44,675 $ 22,263 Usage 9,386 3,276 2,032 Total $ 46,293 $ 47,951 $ 24,295 (1) Compared with the 20-year average, weather was 11.3%, 13.4% and 8.3% warmer-than-normal during fiscal 2024, 2023 and 2022, respectively.
NJNG’s total utility firm gross margin includes the following adjustments related to the CIP mechanism: (Thousands) 2025 2024 2023 Weather (1) $ 22,120 $ 36,907 $ 44,675 Usage (3,177) 9,386 3,276 Total $ 18,943 $ 46,293 $ 47,951 (1) Compared with the 20-year average, weather was 5.5%, 11.3% and 13.4% warmer-than-normal during fiscal 2025, 2024 and 2023, respectively.
Sale Leaseback NJNG NJNG received approximately $8.8M, $8.4M and $17.3M in fiscal 2024, 2023 and 2022, respectively, in connection with the sale leaseback of its natural gas meters.
Sale Leaseback NJNG received approximately $11.7M, $8.8M and $8.4M in fiscal 2025, 2024 and 2023, respectively, in connection with the sale leaseback of its natural gas meters.
Page 51 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources Our objective is to maintain an efficient consolidated capital structure that reflects the different characteristics of each reporting segment and other business operations and provides adequate financial flexibility for accessing capital markets as required.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources Our objective is to maintain an efficient consolidated capital structure that reflects the different characteristics of each reportable segment and other business operations and provides adequate financial flexibility for accessing capital markets as required.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Financial Margin A reconciliation of gross margin, the closest GAAP financial measure, to ES’s Financial Margin is as follows: (Thousands) 2024 2023 2022 Operating revenues (1) $ 485,391 $ 691,616 $ 1,529,272 Less: Natural gas purchases 305,938 558,932 1,394,405 Operation and maintenance (2) 23,189 20,199 23,709 Depreciation and amortization 205 221 148 Gross margin 156,059 112,264 111,010 Add: Operation and maintenance (2) 23,189 20,199 23,709 Depreciation and amortization 205 221 148 Unrealized loss (gain) on derivative instruments and related transactions 24,449 (48,251) (60,000) Effects of economic hedging related to natural gas inventory (3) (18,192) 34,699 19,939 Financial Margin $ 185,710 $ 119,132 $ 94,806 (1) Includes unrealized (gains) losses related to intercompany transactions between NJNG and ES that have been eliminated in consolidation of approximately $(4.9)M, $7.8M and $0.1M for fiscal 2024, 2023 and 2022, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Financial Margin A reconciliation of gross margin, the closest GAAP financial measure, to ES’s Financial Margin is as follows: (Thousands) 2025 2024 2023 Operating revenues (1) $ 453,457 $ 485,391 $ 691,616 Less: Natural gas purchases 372,431 305,938 558,932 Operation and maintenance (2) 14,959 23,189 20,199 Depreciation and amortization 187 205 221 Gross margin 65,880 156,059 112,264 Add: Operation and maintenance (2) 14,959 23,189 20,199 Depreciation and amortization 187 205 221 Unrealized (gain) loss on derivative instruments and related transactions (12,126) 24,449 (48,251) Effects of economic hedging related to natural gas inventory (3) 4,242 (18,192) 34,699 Financial Margin $ 73,142 $ 185,710 $ 119,132 (1) Includes unrealized (gains) losses related to intercompany transactions between NJNG and ES that have been eliminated in consolidation of approximately $(4.9)M and $7.8M for fiscal 2024 and 2023, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Societal Benefits Charge NJNG’s qualifying customers are eligible for the USF program, which is administered by the New Jersey Department of Community Affairs, to help make energy bills more affordable.
Societal Benefits Charge NJNG’s qualifying customers are eligible for the USF program, which is administered by the New Jersey Department of Community Affairs, to help make energy bills more affordable.
The following table reflects the hedged percentage of our projected inventory of SRECs related to CEV’s in-service commercial and residential assets at September 30, 2024: Energy Year (1) Percent of SRECs Hedged 2025 90% 2026 89% 2027 51% 2028 39% (1) Energy years are compliance periods for New Jersey’s renewable portfolio standard that run from June 1 to May 31.
The following table reflects the hedged percentage of our projected inventory of SRECs related to CEV’s in-service solar assets at September 30, 2025: Energy Year (1) Percent of SRECs Hedged 2026 93% 2027 70% 2028 65% 2029 32% (1) Energy years are compliance periods for New Jersey’s renewable portfolio standard that run from June 1 to May 31.
The details of such adjustments can be found in the table below. 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.
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.
We also raised approximately $59.7M and $42.8M of equity by issuing approximately 1,380,000 and 948,000 shares through the waiver discount feature of the DRP during fiscal 2024 and 2023, respectively.
We also raised approximately $19.9M and $59.7M of equity by issuing approximately 418,000 and 1,380,000 shares through the waiver discount feature of the DRP during fiscal 2025 and 2024, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Below is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE for the fiscal years ended September 30: (Thousands, except per share data) 2024 2023 2022 Net income $ 289,775 $ 264,724 $ 274,922 Add: Unrealized loss (gain) on derivative instruments and related transactions 19,574 (38,081) (59,906) Tax effect (4,652) 9,050 14,248 Effects of economic hedging related to natural gas inventory (1) (18,192) 34,699 19,939 Tax effect 4,323 (8,246) (4,738) Gain on equity method investment (300) (5,521) Tax effect (19) 1,377 Net financial earnings $ 290,828 $ 261,827 $ 240,321 Basic earnings per share $ 2.94 $ 2.73 $ 2.86 Add: Unrealized loss (gain) on derivative instruments and related transactions 0.20 (0.39) (0.62) Tax effect (0.05) 0.09 0.15 Effects of economic hedging related to natural gas inventory (1) (0.18) 0.36 0.21 Tax effect 0.04 (0.09) (0.05) Gain on equity method investment (0.06) Tax effect 0.01 Basic NFE per share $ 2.95 $ 2.70 $ 2.50 (1) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Below is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE for the fiscal years ended September 30: (Thousands, except per share data) 2025 2024 2023 Net income $ 335,627 $ 289,775 $ 264,724 Add: Unrealized (gain) loss on derivative instruments and related transactions (12,126) 19,574 (38,081) Tax effect 2,882 (4,652) 9,050 Effects of economic hedging related to natural gas inventory (1) 4,242 (18,192) 34,699 Tax effect (1,008) 4,323 (8,246) Gain on equity method investment (300) Tax effect (19) Net financial earnings $ 329,617 $ 290,828 $ 261,827 Basic earnings per share $ 3.35 $ 2.94 $ 2.73 Add: Unrealized (gain) loss on derivative instruments and related transactions (0.12) 0.20 (0.39) Tax effect 0.03 (0.05) 0.09 Effects of economic hedging related to natural gas inventory (1) 0.04 (0.18) 0.36 Tax effect (0.01) 0.04 (0.09) Basic NFE per share $ 3.29 $ 2.95 $ 2.70 (1) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
NJNG does not anticipate that these letters of credit will be drawn upon by the counterparties. Based on its average borrowings during fiscal 2024, NJNG’s average interest rate was 5.46%, resulting in interest expense of $2.9M.
NJNG does not anticipate that these letters of credit will be drawn upon by the counterparties. Based on its average borrowings during fiscal 2025, NJNG’s average interest rate was 4.63%, resulting in interest expense of $3.2M.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating Results NJNG’s operating results for the fiscal years ended September 30, are as follows: (Thousands) 2024 2023 2022 Operating revenues (1) $ 1,019,832 $ 1,012,633 $ 1,128,767 Operating expenses Natural gas purchases (2) (3) 414,635 425,457 557,232 Operation and maintenance 225,260 226,780 198,546 Regulatory rider expense (4) 60,327 50,542 59,437 Depreciation and amortization 112,492 102,326 94,579 Total operating expenses 812,714 805,105 909,794 Operating income 207,118 207,528 218,973 Other income, net 20,363 13,546 7,686 Interest expense, net of capitalized interest 62,288 56,595 46,394 Income tax provision 31,793 33,065 40,141 Net income $ 133,400 $ 131,414 $ 140,124 (1) Includes nonutility revenue of approximately $1.4M, $1.3M and $1.4M for fiscal 2024, 2023 and 2022, respectively, for lease agreements with various NJR subsidiaries leasing office space from NJNG at the Company’s headquarters, which are eliminated in consolidation.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating Results NJNG’s operating results for the fiscal years ended September 30, are as follows: (Thousands) 2025 2024 2023 Operating revenues (1) $ 1,302,617 $ 1,019,832 $ 1,012,633 Operating expenses Natural gas purchases (2) (3) 528,992 414,635 425,457 Operation and maintenance 230,876 225,260 226,780 Regulatory rider expense (4) 87,199 60,327 50,542 Depreciation and amortization 140,368 112,492 102,326 Total operating expenses 987,435 812,714 805,105 Operating income 315,182 207,118 207,528 Other income, net 27,788 20,363 13,546 Interest expense, net of capitalized interest 69,893 62,288 56,595 Income tax provision 59,536 31,793 33,065 Net income $ 213,541 $ 133,400 $ 131,414 (1) Includes nonutility revenue of approximately $1.1M, $1.4M and $1.3M for fiscal 2025, 2024 and 2023, respectively, for lease agreements with various NJR subsidiaries leasing office space from NJNG at the Company’s headquarters, which are eliminated in consolidation.
Based on average borrowings of $217.0M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $2.2M during fiscal 2024. Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility. Page 53 New Jersey Resources Corporation Part II ITEM 7.
Based on average borrowings of $215.0M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $2.2M during fiscal 2025. Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility.
(3) Includes related party transactions of approximately $9.3M for fiscal 2024, 2023 and 2022, a portion of which is eliminated in consolidation. (4) Consists of expenses associated with state-mandated programs, the RAC and energy efficiency programs, which are calculated on a per-therm basis. These expenses are passed through to customers and are offset by corresponding revenues.
(3) Includes related party transactions of approximately $7.9M for fiscal 2025 and $9.3M for both fiscal 2024 and 2023, a portion of which is eliminated in consolidation. (4) Consists of expenses associated with state-mandated programs, the RAC and energy efficiency programs, which are calculated on a per-therm basis.
Contractual Obligations and Capital Expenditures As of September 30, 2024, there were NJR guarantees covering approximately $174.3M of natural gas purchases and ES demand fee commitments and thirteen outstanding letters of credit totaling approximately $13.0M, as previously mentioned, not yet reflected in accounts payable on the Consolidated Balance Sheets.
Contractual Obligations and Capital Expenditures As of September 30, 2025, the Company had 26 outstanding letters of credit totaling approximately $22.1M, as previously mentioned, and there were NJR guarantees covering approximately $138.8M of natural gas purchases and ES demand fee commitments, not yet reflected in accounts payable on the Consolidated Balance Sheets.
Natural gas commodity prices are shown in the graph below, which illustrates the daily natural gas prices (1) in the Northeast market region, also known as TETCO M-3. (1) Data sourced from Standard & Poor’s Financial Services, LLC Global Platts.
Natural gas commodity prices are shown in the graph below, which illustrates the daily natural gas prices per MMBtu (1) in the Northeast market region, also known as TETCO M-3. (1) Data sourced from Standard & Poor’s Financial Services, LLC Global Platts. Page 40 New Jersey Resources Corporation Part II ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) ES’s portfolio of financial derivative instruments is composed of: (in Bcf) 2024 2023 2022 Net short futures and swaps contracts 7.7 6.9 0.7 During fiscal 2024, 2023 and 2022 the net short position resulted in unrealized gains (losses) of $3.1M, $16.2M and $(8.5)M, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) ES’s portfolio of financial derivative instruments for the fiscal years ended September 30, is composed of: (in Bcf) 2025 2024 2023 Net short futures and swaps contracts 4.7 7.7 6.9 During fiscal 2025, 2024 and 2023 the net short position resulted in unrealized gains of approximately $7.3M, $3.1M and $16.2M, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Utility Gross Margin A reconciliation of gross margin, the closest GAAP financial measure to NJNG’s Utility Gross Margin for the fiscal years ended September 30, is as follows: (Thousands) 2024 2023 2022 Operating revenues $ 1,019,832 $ 1,012,633 $ 1,128,767 Less: Natural gas purchases 414,635 425,457 557,232 Operation and maintenance (1) 113,984 115,292 93,164 Regulatory rider expense 60,327 50,542 59,437 Depreciation and amortization 112,492 102,326 94,579 Gross margin 318,394 319,016 324,355 Add: Operation and maintenance (1) 113,984 115,292 93,164 Depreciation and amortization 112,492 102,326 94,579 Utility Gross Margin $ 544,870 $ 536,634 $ 512,098 (1) Excludes SG&A of approximately $111.3M, $111.5M and $102.8M for the fiscal years 2024, 2023 and 2022, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Utility Gross Margin A reconciliation of gross margin, the closest GAAP financial measure to NJNG’s Utility Gross Margin, for the fiscal years ended September 30, is as follows: (Thousands) 2025 2024 2023 Operating revenues $ 1,302,617 $ 1,019,832 $ 1,012,633 Less: Natural gas purchases 528,992 414,635 425,457 Operation and maintenance (1) 120,175 113,984 115,292 Regulatory rider expense 87,199 60,327 50,542 Depreciation and amortization 140,368 112,492 102,326 Gross margin 425,883 318,394 319,016 Add: Operation and maintenance (1) 120,175 113,984 115,292 Depreciation and amortization 140,368 112,492 102,326 Utility Gross Margin $ 686,426 $ 544,870 $ 536,634 (1) Excludes SG&A of approximately $110.7M, $111.3M and $111.5M for the fiscal years 2025, 2024 and 2023, respectively.
NFE by reporting segment and other business operations for the fiscal years ended September 30, discussed in more detail within the operating results sections of each reporting segment and other business operations, is summarized as follows: (Thousands) 2024 2023 2022 NJNG $ 133,400 46 % $ 131,414 50 % $ 140,124 58 % CEV 33,662 12 44,458 17 39,403 17 ES 111,515 38 68,517 26 39,121 16 S&T 12,229 4 12,835 5 22,454 9 HSO 26 4,758 2 (781) Eliminations (1) (4) (155) Total $ 290,828 100 % $ 261,827 100 % $ 240,321 100 % (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
NFE by reportable segment and other business operations for the fiscal years ended September 30, discussed in more detail within the operating results sections of each reportable segment and other business operations, is summarized as follows: (Thousands) 2025 2024 2023 NJNG $ 213,541 65 % $ 133,400 46 % $ 131,414 50 % CEV 61,156 18 33,662 12 44,458 17 ES 34,868 10 111,515 38 68,517 26 S&T 18,541 6 12,229 4 12,835 5 HSO (407) 26 4,758 2 Eliminations (1) 1,918 1 (4) (155) Total $ 329,617 100 % $ 290,828 100 % $ 261,827 100 % (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Operating Results The financial results of S&T for the fiscal years ended September 30, are summarized as follows: (Thousands) 2024 2023 2022 Operating revenues (1) $ 96,209 $ 92,859 $ 67,735 Operating expenses Natural gas purchases 1,028 1,601 2,702 Operation and maintenance 43,083 34,648 30,568 Depreciation and amortization 24,900 24,185 12,302 Total operating expenses 69,011 60,434 45,572 Operating income 27,198 32,425 22,163 Other income, net 10,207 6,850 8,546 Interest expense, net 23,441 25,803 12,097 Income tax provision 4,551 3,444 1,879 Equity in earnings of affiliates 2,816 3,126 9,865 Net income $ 12,229 $ 13,154 $ 26,598 (1) Includes related party transactions of approximately $1.4M, $4.2M and $2.4M for the fiscal years ended September 30, 2024, 2023 and 2022, respectively, which are eliminated in consolidation.
Operating Results The financial results of S&T for the fiscal years ended September 30, are summarized as follows: (Thousands) 2025 2024 2023 Operating revenues (1) $ 106,413 $ 96,209 $ 92,859 Operating expenses Natural gas purchases 1,006 1,028 1,601 Operation and maintenance 46,930 43,083 34,648 Depreciation and amortization 23,010 24,900 24,185 Total operating expenses 70,946 69,011 60,434 Operating income 35,467 27,198 32,425 Other income, net 8,416 10,207 6,850 Interest expense, net of capitalized interest 23,170 23,441 25,803 Income tax provision 5,985 4,551 3,444 Equity in earnings of affiliates 3,813 2,816 3,126 Net income $ 18,541 $ 12,229 $ 13,154 (1) Includes related party transactions of approximately $0.1M, $1.4M and $4.2M for the fiscal years ended September 30, 2025, 2024 and 2023, respectively, which are eliminated in consolidation.
Credit Ratings The table below summarizes NJNG’s credit ratings as of September 30, 2024, issued by two rating entities, Moody’s and Fitch: Moody’s Fitch Corporate Rating N/A A- Commercial Paper P-2 F-2 Senior Secured A1 A+ Ratings Outlook Stable Stable The Moody’s ratings and outlook were reaffirmed on July 3, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Credit Ratings The table below summarizes NJNG’s credit ratings as of September 30, 2025, issued by two rating entities, Moody’s and Fitch: Moody’s Fitch Corporate Rating N/A A- Commercial Paper P-2 F-2 Senior Secured A1 A+ Ratings Outlook Stable Stable The Moody’s ratings and outlook were reaffirmed on June 27, 2025.
On September 30, 2024, NJNG submitted its annual SBC filing to the BPU requesting approval of RAC expenditures through June 2024, which included an increase to the RAC annual recoveries of approximately $2.4M and an increase to the NJCEP annual recoveries of approximately $1.6M, which would be effective April 1, 2025.
On April 23, 2025, the BPU approved NJNG’s annual SBC filing of RAC expenditures through June 30, 2024, which included an increase to the RAC annual recoveries of approximately $2.4M and an increase to the NJCEP annual recoveries of approximately $1.6M, effective May 1, 2025.
Accordingly, NJNG recognized a regulatory asset and an obligation of $161.7M as of September 30, 2024, a decrease of $7.8M compared with the prior fiscal period. See Note 14. Commitments and Contingent Liabilities for a more detailed description of MGP expenditures.
Accordingly, NJNG recognized a regulatory asset and an obligation of approximately $167.0M as of September 30, 2025, an increase of approximately $5.3M compared with the prior fiscal period. See Note 14. Commitments and Contingent Liabilities for a more detailed description of MGP expenditures.
Senior notes are secured by an equal principal amount of NJNG’s FMBs issued under NJNG’s Mortgage Indenture. NJR is not obligated directly nor contingently with respect to NJNG’s fixed-rate debt issuances. Long-Term Debt Covenants and Default Provisions The NJR and NJNG long-term debt instruments contain customary representations and warranties for transactions of their type.
NJR is not obligated directly nor contingently with respect to NJNG’s fixed-rate debt issuances. Long-Term Debt Covenants and Default Provisions The NJR and NJNG long-term debt instruments contain customary representations and warranties for transactions of their type.
The balancing charge rate includes the cost of balancing natural gas deliveries with customer usage for sales and transportation customers, and balancing charge revenues are credited to BGSS. Page 39 New Jersey Resources Corporation Part II ITEM 7.
The balancing charge rate includes the cost of balancing natural gas deliveries with customer usage for sales and transportation customers, and balancing charge revenues are credited to BGSS.
Operating Results ES’s financial results for the fiscal years ended September 30, are summarized as follows: (Thousands) 2024 2023 2022 Operating revenues (1) $ 485,391 $ 691,616 $ 1,529,272 Operating expenses Natural gas purchases (including demand charges (2)(3) ) 305,938 558,932 1,394,405 Operation and maintenance 24,969 19,351 39,080 Depreciation and amortization 205 221 148 Total operating expenses 331,112 578,504 1,433,633 Operating income 154,279 113,112 95,639 Other income, net 1,030 1,479 512 Interest expense, net 15,233 11,400 4,725 Income tax provision 33,331 24,343 21,776 Net income $ 106,745 $ 78,848 $ 69,650 (1) Includes related party transactions of approximately $(4.9)M, $10.2M and $0.1M for fiscal 2024, 2023 and 2022, respectively, which are eliminated in consolidation.
Operating Results ES’s financial results for the fiscal years ended September 30, are summarized as follows: (Thousands) 2025 2024 2023 Operating revenues (1) $ 453,457 $ 485,391 $ 691,616 Operating expenses Natural gas purchases (including demand charges (2)(3) ) 372,431 305,938 558,932 Operation and maintenance 16,089 24,969 19,351 Depreciation and amortization 187 205 221 Total operating expenses 388,707 331,112 578,504 Operating income 64,750 154,279 113,112 Other income, net 1,522 1,030 1,479 Interest expense, net of capitalized interest 13,097 15,233 11,400 Income tax provision 12,297 33,331 24,343 Net income $ 40,878 $ 106,745 $ 78,848 (1) Includes related party transactions of approximately $(4.9)M and $10.2M for fiscal 2024 and 2023, respectively, which are eliminated in consolidation.
NJR On August 7, 2024, NJR entered into a second amendment to NJR’s Second Amended and Restated Credit Agreement, which reduced the NJR Credit Facility from $650M to $575M and extended the maturity date of the facility to August 7, 2029, pursuant to NJR’s option to extend the maturity date under the NJR Second Amended and Restated Credit Agreement, and permits NJR to request that the maturity date be extended up to two times for an additional period of one year each.
NJR During fiscal 2024, NJR entered into a second amendment to NJR’s Second Amended and Restated Credit Agreement, governing a $575M NJR Credit Facility maturing on August 7, 2029, with an option to extend the maturity date up to two times for an additional period of one year each.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our ability to commence operations at these projects on a timely basis or at all, including logistics associated with the start-up of commercial solar projects, such as timing of construction schedules, the permitting and regulatory process, any delays related to electric grid interconnection, economic trends, unforeseen events and the ability to access capital or allocation of capital to other investments or business opportunities.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our ability to commence operations at these projects on a timely basis or at all, including logistics associated with the start-up of commercial solar projects, changes to U.S. trade policy and the impact tariffs and other costs and assessments may have on equipment used to construct, generate and deliver clean energy, such as timing of construction schedules, the permitting and regulatory process and any delays related to electric grid interconnection.
Short-term borrowings for the twelve months ended September 30, 2024, were as follows: (Thousands) NJR Notes Payable to banks: Balance at end of period $ 236,700 Weighted average interest rate at end of period 6.23 % Average balance for the period $ 216,996 Weighted average interest rate for average balance 6.53 % Month end maximum for the period $ 301,550 NJNG Commercial Paper and Notes Payable to banks: Balance at end of period $ 55,100 Weighted average interest rate at end of period 4.98 % Average balance for the period $ 52,868 Weighted average interest rate for average balance 5.46 % Month end maximum for the period $ 106,700 Due to the seasonal nature of natural gas prices and demand, and because inventory levels are built up during its natural gas injection season (April through October), NJR and NJNG’s short-term borrowings tend to peak in the November through January time frame.
Short-term borrowings for the twelve months ended September 30, 2025, were as follows: (Thousands) NJR Notes Payable to banks: Balance at end of period $ 152,600 Weighted average interest rate at end of period 5.38 % Average balance for the period $ 215,008 Weighted average interest rate for average balance 5.65 % Month end maximum for the period $ 283,700 NJNG Commercial Paper and Notes Payable to banks: Balance at end of period $ 43,000 Weighted average interest rate at end of period 4.30 % Average balance for the period $ 67,905 Weighted average interest rate for average balance 4.63 % Month end maximum for the period $ 156,600 Due to the seasonal nature of natural gas prices and demand, and because inventory levels are built up during its natural gas injection season (April through October), NJR and NJNG’s short-term borrowings tend to peak in the November through January time frame.
Page 45 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) CEV hedges its expected SREC production through the use of forward sales contracts.
(2) TREC and SREC II inventory balances are due primarily to the timing of generation and when RECs are delivered to the state administrator. Page 45 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) CEV hedges its expected SREC production through the use of forward sales contracts.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) BGSS Incentive Programs The factors contributing to the change in Utility Gross Margin generated by BGSS incentive programs are as follows: (Thousands) 2024 v. 2023 Storage $ (1,454) Capacity release (139) Off-system sales (551) Total decrease $ (2,144) The decrease in BGSS incentive programs was due primarily to decreased margins from storage incentives along with lower off-system sales margin due to less market volatility and lower capacity release volumes.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) BGSS Incentive Programs The factors contributing to the change in Utility Gross Margin generated by BGSS incentive programs are as follows: (Thousands) 2025 v. 2024 Storage $ 540 Off-system sales 221 Capacity release (210) Total increase $ 551 The increase in BGSS incentive programs was due primarily to increased margins from storage incentives.
The following provides more information on the components of Utility Gross Margin and associated throughput (Bcf) of natural gas delivered to customers: 2024 2023 2022 ($ in thousands) Margin Bcf Margin Bcf Margin Bcf Utility Gross Margin/Throughput Residential $ 369,522 44.5 $ 360,138 43.4 341,167 45.5 Commercial, industrial and other 78,033 8.5 76,550 8.4 77,629 8.7 Firm transportation 75,641 11.7 76,114 12.1 69,933 13.0 Total utility firm gross margin/throughput 523,196 64.7 512,802 63.9 488,729 67.2 BGSS incentive programs 17,876 85.0 20,020 72.6 19,587 95.2 Interruptible/off-tariff agreements 3,798 25.8 3,812 29.5 3,782 32.4 Total Utility Gross Margin/Throughput $ 544,870 175.5 $ 536,634 166.0 $ 512,098 194.8 Utility Firm Gross Margin Utility firm gross margin increased approximately $10.4M during fiscal 2024 compared with fiscal 2023, due primarily to an increase in customers.
The following provides more information on the components of Utility Gross Margin and associated throughput (Bcf) of natural gas delivered to customers: 2025 2024 2023 ($ in thousands) Margin Bcf Margin Bcf Margin Bcf Utility Gross Margin/Throughput Residential $ 471,733 47.8 $ 369,522 44.5 360,138 43.4 Commercial, industrial and other 97,980 9.1 78,033 8.5 76,550 8.4 Firm transportation 93,543 11.7 75,641 11.7 76,114 12.1 Total utility firm gross margin/throughput 663,256 68.6 523,196 64.7 512,802 63.9 BGSS incentive programs 18,427 66.4 17,876 85.0 20,020 72.6 Interruptible/off-tariff agreements 4,743 31.0 3,798 25.8 3,812 29.5 Total Utility Gross Margin/Throughput $ 686,426 166.0 $ 544,870 175.5 $ 536,634 166.0 Utility Firm Gross Margin Utility firm gross margin increased approximately $140.1M during fiscal 2025 compared with fiscal 2024, due primarily to an increase in base rates, effective November 21, 2024.
On September 30, 2024, Adelphia filed a Section 4 rate case with the FERC seeking approval to revise its transportation cost-of-service rates to reflect investments made in its pipeline system, as well as the ongoing costs of operating and maintaining the system.
On September 30, 2024, Adelphia filed a Section 4 rate case with the FERC seeking approval to revise its transportation cost-of-service rates to reflect investments made in its pipeline system. On June 26, 2025, Adelphia reached a settlement in principle with customers participating in the rate case.
NJNG’s inventory levels are built up during its natural gas injection season (April through October) and reduced during withdrawal season (November through March) in response to the supply requirements of its customers. Changes in financing cash flows can also be impacted by natural gas management and marketing activities at ES and clean energy investments at CEV.
Financing Activities Financing cash flows generally are seasonal in nature and are impacted by the volatility in pricing in the natural gas and other energy markets. NJNG’s inventory levels are built up during its natural gas injection season (April through October) and reduced during withdrawal season (November through March) in response to the supply requirements of its customers.
(2) Excludes SG&A of approximately $1.8M, $(0.8)M and $15.4M for fiscal 2024, 2023 and 2022, respectively. (3) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
There were no unrealized (gains) losses related to intercompany transactions between NJNG and ES for fiscal 2025. (2) Excludes SG&A of approximately $1.1M, $1.8M and $(0.8)M for fiscal 2025, 2024 and 2023, respectively. (3) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
On November 25, 2024, CEV completed the sale of its 91 MW residential solar portfolio, and related assets and liabilities included in The Sunlight Advantage® program to a third party for a total purchase price of $132.5M.
On November 25, 2024, CEV completed the sale of its residential solar portfolio, and related assets and liabilities, to a third party for a purchase price of $132.5M. See Note 17. Dispositions for more details.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NJNG On August 7, 2024, NJNG entered into a second amendment to NJNG’s Second Amended and Restated Credit Agreement governing a $250M NJNG Credit Facility, which extended the maturity date of the facility to August 7, 2029, pursuant to NJNG’s option to extend the maturity date under the NJNG Second Amended and Restated Credit Agreement, and permits NJNG to request that the maturity date be extended up to two times for an additional period of one year each.
NJNG During fiscal 2024, NJNG entered into a second amendment to NJNG’s Second Amended and Restated Credit Agreement governing a $250M NJNG Credit Facility, maturing on August 7, 2029, with an option to extend the maturity date up to two times for an additional period of one year each.
On November 21, 2024, the BPU issued an order adopting a stipulation of settlement approving a $157.0M increase to base rates, effective November 21, 2024. The increase includes an overall rate of return on rate base of 7.08%, return on common equity of 9.6%, a common equity ratio of 54.0% and a composite depreciation rate of 3.21%.
The increase includes an overall rate of return on rate base of 7.08%, return on common equity of 9.6%, a common equity ratio of 54.0% and a composite depreciation rate of 3.21%.
On March 28, 2024, NJNG submitted its annual IIP filing to the BPU requesting a rate increase for capital expenditures of $43.5M through June 30, 2024. The filing was updated July 26, 2024, to reflect actual expenses of $41.2M. The BPU approved this filing on September 25, 2024, which resulted in a $4.7M revenue increase, effective October 1, 2024.
On July 25, 2025, NJNG submitted a filing with the BPU to extend the IIP through June 30, 2026. In September 2024, the BPU approved NJNG’s annual IIP filing, which requested a rate increase for capital expenditures of approximately $41.2M through June 30, 2024, which resulted in a revenue increase of approximately $4.7M, effective October 1, 2024.
Changes in the federal statutes related to the ITC and/or relevant state legislation and regulatory policies affecting the market for solar renewable energy credits could significantly affect future results.
Changes in the laws and regulations related to the ITC and/or relevant state legislation and regulatory policies affecting the market for solar renewable energy credits could significantly affect future results. Projects placed into service after August 16, 2022, qualify for a 30% ITC.
A reconciliation of S&T’s net income, the most directly comparable GAAP financial measure to NFE, is as follows: (Thousands) 2024 2023 2022 Net income $ 12,229 $ 13,154 $ 26,598 Add: Gain on equity method investment (300) (5,521) Tax effect (19) 1,377 Net financial earnings $ 12,229 $ 12,835 $ 22,454 NFE decreased $0.6M during fiscal 2024, compared with fiscal 2023, due to lower net income, as previously discussed.
Net Financial Earnings A reconciliation of S&T's net income, the most directly comparable GAAP financial measure to NFE for the fiscal years ended September 30, is as follows: (Thousands) 2025 2024 2023 Net income $ 18,541 $ 12,229 $ 13,154 Add: Gain on equity method investment (300) Tax effect (19) Net financial earnings $ 18,541 $ 12,229 $ 12,835 NFE increased approximately $6.3M during fiscal 2025, compared with fiscal 2024, due primarily to higher net income, as previously discussed.
NJNG As of September 30, 2024, NJNG’s long-term debt consisted of approximately $1.6B in fixed-rate debt issuances secured by the Mortgage Indenture, with maturities ranging from 2025 to 2061, and approximately $31.6M in sale leasebacks of natural gas meters with various maturities ranging from 2025 to 2030.
NJNG As of September 30, 2025, NJNG’s long-term debt consisted of approximately $1.8B in fixed-rate debt issuances secured by the Mortgage Indenture, with maturities ranging from 2028 to 2061, and approximately $33.5M in sale leasebacks of natural gas meters with various maturities ranging from 2025 to 2031. On April 15, 2025, NJNG’s 10-year 2.82% $50M senior notes matured.
The aforementioned covenants are subject to a number of exceptions and qualifications set forth in the applicable note purchase agreements. Page 55 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) In addition, the FMBs issued by NJNG under the Mortgage Indenture are subject to certain default provisions.
The aforementioned covenants are subject to a number of exceptions and qualifications set forth in the applicable note purchase agreements. In addition, the FMBs issued by NJNG under the Mortgage Indenture are subject to certain default provisions.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) BGSS Incentive Programs NJNG is eligible to receive financial incentives for reducing BGSS costs through a series of Utility Gross Margin-sharing programs that include off-system sales, capacity release and storage incentive programs.
BGSS Incentive Programs NJNG is eligible to receive financial incentives for reducing BGSS costs through a series of Utility Gross Margin-sharing programs that include off-system sales, capacity release and storage incentive programs. These programs are designed to encourage better utilization and hedging of NJNG’s natural gas supply and transportation and storage assets.
(2) Costs associated with pipeline and storage capacity are expensed over the term of the related contracts, which generally varies from less than one year to 10 years. (3) Includes related party transactions of approximately $1.2M, $0.9M and $1.0M for fiscal 2024, 2023 and 2022, respectively, a portion of which is eliminated in consolidation.
There were no related party transactions for fiscal 2025. (2) Costs associated with pipeline and storage capacity are expensed over the term of the related contracts, which generally varies from less than one year to 10 years.
The utility provides certain asset management services, and ES may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately $500M, payable through November 1, 2030. The AMAs include a series of initial and permanent releases which commenced in November 2021.
In December 2020, ES entered into a series of AMAs with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts. The utility provides certain asset management services, and ES may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately $500M, payable through November 1, 2030.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHow the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the uncertainty around the impact of regulatory orders on the financial statements, including the probability of both recovery in rates of incurred costs, and refunds to customers, included the following, among others: We tested the effectiveness of controls over the relevant regulatory account balances and disclosures, including management’s controls over the monitoring and evaluation of regulatory developments that may affect the probability of recovering costs in future rates or of a future reduction in rates due to refunds to customers. We read relevant regulatory orders issued by the BPU for NJNG and other public utilities in New Jersey, regulatory statutes, interpretations, procedural memorandums, filings made by intervenors, and other publicly available information to assess the probability of recovery in future rates or of a future reduction in rates based on precedence of the BPU’s treatment of similar costs under similar circumstances.
Biggest changeHow the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the impact of regulatory orders, including the probability of both recovery in rates of incurred costs, and refunds to customers, included the following, among others: We tested the effectiveness of management’s internal controls over the evaluation of the likelihood of recovery or refund in future rates of costs deferred as regulatory assets and liabilities.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareowners and the Board of Directors of New Jersey Resources Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of New Jersey Resources Corporation and subsidiaries (the “Company”) as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, common stock equity, and cash flows, for each of the three years in the period ended September 30, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareowners and the Board of Directors of New Jersey Resources Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of New Jersey Resources Corporation and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, common stock equity, and cash flows, for each of the three years in the period ended September 30, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareowners and the Board of Directors of New Jersey Resources Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of New Jersey Resources Corporation and subsidiaries (the “Company”) as of September 30, 2024, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareowners and the Board of Directors of New Jersey Resources Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of New Jersey Resources Corporation and subsidiaries (the “Company”) as of September 30, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Based on the assessment, management concluded that, as of September 30, 2024, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Based on the assessment, management concluded that, as of September 30, 2025, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Based on price sensitivity analysis, an illustrative 10% movement in the natural gas futures contract price, for example, increases (decreases) the reported derivative fair value of all open, unadjusted Henry Hub natural gas futures and fixed price swap positions by approximately $3.1M. This analysis does not include potential changes to reported credit adjustments embedded in the $3.0M reported fair value.
Based on price sensitivity analysis, an illustrative 10% movement in the natural gas futures contract price, for example, increases (decreases) the reported derivative fair value of all open, unadjusted Henry Hub natural gas futures and fixed price swap positions by approximately $3.5M. This analysis does not include potential changes to reported credit adjustments embedded in the $7.1M reported fair value.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.
Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024.
Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 26, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 20, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Morristown, New Jersey November 26, 2024 Page 64 New Jersey Resources Corporation Part II ITEM 8.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Morristown, New Jersey November 20, 2025 Page 64 New Jersey Resources Corporation Part II ITEM 8.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued its report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024, which appears herein. November 26, 2024 Page 61 New Jersey Resources Corporation Part II ITEM 8.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued its report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, which appears herein. November 20, 2025 Page 61 New Jersey Resources Corporation Part II ITEM 8.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2024, of the Company and our report dated November 26, 2024, expressed an unqualified opinion on those financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2025, of the Company and our report dated November 20, 2025, expressed an unqualified opinion on those financial statements.
We identified the impact of rate-regulation as a critical audit matter due to the significant judgments made by management to support its assertions about the impact of regulatory orders on the financial statements, including assessing the probability of both recovery in rates of incurred costs, and refunds to customers.
We identified the impact of rate regulation at NJNG as a critical audit matter due to the significant judgments made by management to support its assertions about the impacted account balances and disclosures, including assessing the probability of both recovery in rates of incurred costs, and refunds to customers.
Regulation Impact of Rate-Regulation on the Financial Statements Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description New Jersey Natural Gas Company (“NJNG”), a subsidiary of the Company, is a regulated gas distribution company that serves customers in central and northern New Jersey.
Regulation Impact of Rate-Regulation on the Financial Statements Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description New Jersey Natural Gas Company (“NJNG”), a subsidiary of the Company, is a regulated gas distribution company and is subject to regulation by the New Jersey Board of Public Utilities (the “BPU”).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands, except per share data) Fiscal years ended September 30, 2024 2023 2022 OPERATING REVENUES Utility $ 1,018,482 $ 1,011,284 $ 1,127,417 Nonutility 778,057 951,710 1,778,562 Total operating revenues 1,796,539 1,962,994 2,905,979 OPERATING EXPENSES Natural gas purchases: Utility 405,332 416,158 547,901 Nonutility 304,426 555,579 1,393,656 Related parties 7,147 7,206 7,395 Operation and maintenance 394,636 373,568 361,866 Regulatory rider expenses 60,327 50,542 59,437 Depreciation and amortization 166,567 152,941 129,249 Total operating expenses 1,338,435 1,555,994 2,499,504 OPERATING INCOME 458,104 407,000 406,475 Other income, net 41,553 26,083 22,295 Interest expense, net of capitalized interest 130,275 123,014 85,830 INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF AFFILIATES 369,382 310,069 342,940 Income tax provision 84,906 49,275 76,195 Equity in earnings of affiliates 5,299 3,930 8,177 NET INCOME $ 289,775 $ 264,724 $ 274,922 EARNINGS PER COMMON SHARE Basic $2.94 $2.73 $2.86 Diluted $2.92 $2.71 $2.85 WEIGHTED AVERAGE SHARES OUTSTANDING Basic 98,634 97,028 96,100 Diluted 99,289 97,627 96,488 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Thousands) Fiscal years ended September 30, 2024 2023 2022 Net income $ 289,775 $ 264,724 $ 274,922 Other comprehensive income (loss), net of tax Reclassifications of losses to net income on derivatives designated as hedging instruments, net of tax of $(317), $(317) and $(317), respectively 1,054 1,053 1,054 Adjustment to postemployment benefit obligation, net of tax of $(706), $1,873 and $(8,657), respectively 2,384 (6,186) 28,648 Other comprehensive income (loss), net of tax 3,438 (5,133) 29,702 Comprehensive income $ 293,213 $ 259,591 $ 304,624 See Notes to Consolidated Financial Statements Page 65 New Jersey Resources Corporation Part II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands, except per share data) Fiscal years ended September 30, 2025 2024 2023 OPERATING REVENUES Utility $ 1,301,496 $ 1,018,482 $ 1,011,284 Nonutility 734,916 778,057 951,710 Total operating revenues 2,036,412 1,796,539 1,962,994 OPERATING EXPENSES Natural gas purchases: Utility 521,103 405,332 416,158 Nonutility 372,211 304,426 555,579 Related parties 5,952 7,147 7,206 Operation and maintenance 410,506 394,636 373,568 Regulatory rider expenses 87,199 60,327 50,542 Depreciation and amortization 188,774 166,567 152,941 Gain on sale of assets (58,200) Total operating expenses 1,527,545 1,338,435 1,555,994 OPERATING INCOME 508,867 458,104 407,000 Other income, net 46,244 41,553 26,083 Interest expense, net of capitalized interest 128,595 130,275 123,014 INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF AFFILIATES 426,516 369,382 310,069 Income tax provision 96,956 84,906 49,275 Equity in earnings of affiliates 6,067 5,299 3,930 NET INCOME $ 335,627 $ 289,775 $ 264,724 EARNINGS PER COMMON SHARE Basic $3.35 $2.94 $2.73 Diluted $3.33 $2.92 $2.71 WEIGHTED AVERAGE SHARES OUTSTANDING Basic 100,244 98,634 97,028 Diluted 100,788 99,289 97,627 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Thousands) Fiscal years ended September 30, 2025 2024 2023 Net income $ 335,627 $ 289,775 $ 264,724 Other comprehensive (loss) income, net of tax Reclassifications of losses to net income on derivatives designated as hedging instruments, net of tax of $(317), $(317) and $(317), respectively 1,052 1,054 1,053 Adjustment to postemployment benefit obligation, net of tax of $1,803, $(706) and $1,873, respectively (5,994) 2,384 (6,186) Other comprehensive (loss) income, net of tax (4,942) 3,438 (5,133) Comprehensive income $ 330,685 $ 293,213 $ 259,591 See Notes to Consolidated Financial Statements Page 65 New Jersey Resources Corporation Part II
Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered by rates.
Regulatory liabilities are recognized for amounts that are expected to be returned to customers through future regulated customer rates. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered by rates.
The following is a summary of fair market value of financial derivatives as of September 30, 2024, by method of valuation and by maturity for each fiscal year period: (Thousands) 2025 2026 2027 - 2029 After 2029 Total Fair Value Price based on ICE $ 3,786 $ (325) $ (328) $ $ 3,133 The following is a summary of financial derivatives by type as of September 30, 2024: Volume Bcf Price per MMBtu Amounts included in Derivatives (Thousands) NJNG Futures 31.9 $2.57 - $3.58 $ (2) ES Futures (7.7) $1.69 - $4.22 3,135 Total $ 3,133 The following table reflects the changes in the fair market value of physical commodity contracts: Balance Increase Less Balance (Thousands) September 30, 2023 (Decrease) in Fair Market Value Amounts Settled September 30, 2024 NJNG - Prices based on other external data $ (445) (2,201) (2,088) $ (558) ES - Prices based on other external data (13,616) 5,666 4,767 (12,717) Total $ (14,061) 3,465 2,679 $ (13,275) Our market price risk is predominately linked with changes in the price of natural gas at the Henry Hub, the delivery point for the NYMEX natural gas futures contracts.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) The following is a summary of fair market value of financial derivatives as of September 30, 2025, by method of valuation and by maturity for each fiscal year period: (Thousands) 2026 2027 2028 - 2030 After 2030 Total Fair Value Price based on ICE $ 7,035 $ 343 $ 312 $ $ 7,690 The following is a summary of financial derivatives by type as of September 30, 2025: Volume Bcf Price per MMBtu Amounts included in Derivatives (Thousands) NJNG Futures 36.1 $1.10 - $4.36 $ 346 ES Futures (4.7) $1.69 - $5.19 7,344 Total $ 7,690 The following table reflects the changes in the fair market value of physical commodity contracts: Balance Increase Less Balance (Thousands) September 30, 2024 (Decrease) in Fair Market Value Amounts Settled September 30, 2025 NJNG - Prices based on other external data $ (558) (7,073) (7,659) $ 28 ES - Prices based on other external data (12,717) 3,015 (4,914) (4,788) Total $ (13,275) (4,058) (12,573) $ (4,760) Our market price risk is predominately linked with changes in the price of natural gas at the Henry Hub, the delivery point for the NYMEX natural gas futures contracts.
Given that management’s accounting judgments are based on assumptions about the outcome of future decisions by the BPU, auditing these judgments requires specialized knowledge of accounting for rate regulation and the rate setting process due to its inherent complexities.
Auditing these judgments requires specialized knowledge of accounting for rate regulation and the rate setting process due to its inherent complexities.
The amounts presented below exclude accounts receivable for NJNG retail natural gas sales and services.
The amounts presented below exclude accounts receivable for NJNG retail natural gas sales and services. Page 59 New Jersey Resources Corporation Part II ITEM 7A.
We evaluated the external information and compared that to management’s assertions regarding the probability of recovery or refund of regulatory asset and liability balances for completeness. We obtained an analysis from management regarding the probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities in order to assess management’s assertion that amounts are probable of recovery or a future reduction in rates. We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments. /s/ Deloitte & Touche LLP Morristown, New Jersey November 26, 2024 We have served as the Company’s auditor since 1951.
We tested the effectiveness of management’s internal controls over the recognition of amounts deferred as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect the probability of recovering costs in future rates or of a future reduction in rates due to refunds to customers. We obtained and read relevant regulatory orders issued by the BPU for NJNG and other publicly available information to assess the probability of recovery in future rates or of a future reduction in rates based on precedence of the BPU’s treatment of similar costs under similar circumstances. We obtained an analysis from management regarding the probability of recovery for regulatory assets or refund or future reduction in rates for regulatory liabilities to assess management’s assertion that amounts are probable of recovery or a future reduction in rates. We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments. /s/ Deloitte & Touche LLP Morristown, New Jersey November 20, 2025 We have served as the Company’s auditor since 1951.
NJNG is subject to regulation by the New Jersey Board of Public Utilities (the “BPU”), which has jurisdiction with respect to the rates of gas distribution companies in New Jersey. Management has determined NJNG meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements in accordance with ASC 980, Regulated Operations.
Management has determined NJNG meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements in accordance with ASC 980, Regulated Operations, and reflect the effects of regulatory actions. Page 62 New Jersey Resources Corporation Part II ITEM 8.
ES’s, CEV’s and S&T’s counterparty credit exposure as of September 30, 2024, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 91,509 $ 88,779 Noninvestment grade 7,033 1,319 Internally-rated investment grade 16,032 14,813 Internally-rated noninvestment grade 17,366 11,904 Total $ 131,940 $ 116,815 NJNG’s counterparty credit exposure as of September 30, 2024, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 5,894 $ 5,715 Noninvestment grade 310 Internally-rated investment grade 136 30 Internally-rated noninvestment grade 9 1 Total $ 6,349 $ 5,746 Due to the inherent volatility in the market price for natural gas, electricity and RECs, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) ES’s, CEV’s and S&T’s counterparty credit exposure as of September 30, 2025, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 86,917 $ 83,101 Noninvestment grade 5,543 1,751 Internally-rated investment grade 12,576 12,235 Internally-rated noninvestment grade 20,987 14,742 Total $ 126,023 $ 111,829 NJNG’s counterparty credit exposure as of September 30, 2025, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 9,460 $ 7,507 Noninvestment grade 319 Internally-rated investment grade 102 Internally-rated noninvestment grade 682 149 Total $ 10,563 $ 7,656 Due to the inherent volatility in the market price for natural gas, electricity and RECs, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties.
Derivative Fair Value Sensitivity Analysis (Thousands) Henry Hub Futures and Fixed Price Swaps Percent increase in NYMEX natural gas futures prices 0% 5% 10% 15% 20% Estimated change in derivative fair value $ $ (1,562) $ (3,124) $ (4,686) $ (6,248) Ending derivative fair value $ 2,993 $ 1,431 $ (131) $ (1,693) $ (3,255) Percent decrease in NYMEX natural gas futures prices 0% (5)% (10)% (15)% (20)% Estimated change in derivative fair value $ $ 1,562 $ 3,124 $ 4,686 $ 6,248 Ending derivative fair value $ 2,993 $ 4,555 $ 6,117 $ 7,679 $ 9,241 Page 59 New Jersey Resources Corporation Part II ITEM 7A.
Derivative Fair Value Sensitivity Analysis (Thousands) Henry Hub Futures and Fixed Price Swaps Percent increase in NYMEX natural gas futures prices 0% 5% 10% 15% 20% Estimated change in derivative fair value $ $ (1,732) $ (3,465) $ (5,197) $ (6,929) Ending derivative fair value $ 7,144 $ 5,412 $ 3,679 $ 1,947 $ 215 Percent decrease in NYMEX natural gas futures prices 0% (5)% (10)% (15)% (20)% Estimated change in derivative fair value $ $ 1,732 $ 3,465 $ 5,197 $ 6,929 Ending derivative fair value $ 7,144 $ 8,876 $ 10,609 $ 12,341 $ 14,073 Wholesale Credit Risk The following is a summary of gross and net credit exposures, grouped by investment and non-investment grade counterparties, as of September 30, 2025.
Removed
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) The following table reflects the changes in the fair market value of financial derivatives related to natural gas purchases and sales: Balance Increase Less Balance (Thousands) September 30, 2023 (Decrease) in Fair Market Value Amounts Settled September 30, 2024 NJNG $ 6,090 $ (13,199) $ (7,107) $ (2) ES 16,178 26,911 39,954 3,135 Total $ 22,268 $ 13,712 $ 32,847 $ 3,133 There were no changes in methods of valuations during the fiscal year ended September 30, 2024.
Added
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) Regulatory assets are recognized for the effect of transactions or events where future recovery of underlying costs is probable in regulated customer rates. The effect of such accounting is to defer certain or qualifying costs that would otherwise currently be charged to expense.
Removed
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) Wholesale Credit Risk The following is a summary of gross and net credit exposures, grouped by investment and non-investment grade counterparties, as of September 30, 2024.
Removed
Page 62 New Jersey Resources Corporation Part II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) NJNG is subject to cost-based regulation; therefore, it is permitted to recover authorized operating expenses and earn a reasonable return on its utility capital investments based on the BPU’s approval.
Removed
The impact of the ratemaking process and decisions authorized by the BPU allows NJNG to capitalize or defer certain costs that are expected to be recovered from its customers as regulatory assets, and to recognize certain obligations representing amounts that are probable future expenditures as regulatory liabilities in accordance with accounting guidance applicable to regulated operations.
Removed
Decisions to be made by the BPU in the future will impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that may be required.
Removed
Accounting for the economics of rate-regulation impacts multiple financial statement line items and disclosures, such as regulated property, plant, and equipment, regulatory assets and liabilities, operating revenues and depreciation expense.
Removed
We also obtained and read the November 21, 2024 BPU order adopting the stipulation of settlement for NJNG’s January 2024 base rate case.
Removed
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) Fiscal years ended September 30, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 289,775 $ 264,724 $ 274,922 Adjustments to reconcile net income to cash flows from operating activities Unrealized loss (gain) on derivative instruments 19,574 (38,081) (59,906) Depreciation and amortization 166,567 152,941 129,249 Amortization of acquired wholesale energy contracts 125 2,271 2,561 Allowance for equity used during construction (6,874) (7,137) (11,243) Allowance for doubtful accounts 1,229 1,570 2,401 Non-cash lease expense 4,674 3,708 4,850 Deferred income taxes 85,735 30,462 81,659 Equivalent value of ITCs recognized on equipment financing (15,328) (6,986) (7,542) Manufactured gas plant remediation costs (23,451) (9,571) (17,538) Cost of removal - asset retirement obligations (1,727) (1,526) (1,289) Contributions to postemployment benefit plans (2,659) (4,706) (6,785) Taxes related to stock-based compensation (1,219) (588) (144) Changes in: Components of working capital (61,058) 61,525 (77,687) Other noncurrent assets and liabilities (27,956) 30,387 9,972 Cash flows from operating activities 427,407 478,993 323,480 CASH FLOWS USED IN INVESTING ACTIVITIES Expenditures for: Utility plant (372,019) (350,304) (259,081) Solar equipment (104,287) (107,303) (146,676) Storage and transportation and other (46,628) (42,757) (153,378) Cost of removal (48,385) (40,555) (39,293) Distribution from equity investees in excess of equity in earnings 2,246 2,294 2,336 Investments in equity investees, net of return of capital — — 5,479 Cash flows used in investing activities (569,073) (538,625) (590,613) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 250,000 225,000 360,000 Payments of long-term debt (125,066) (71,934) (68,343) Proceeds from term loan — — 150,000 Payments of term loan — (150,000) — Proceeds from (payments of) short-term debt, net 39,700 (21,850) (103,350) Proceeds from sale leaseback transactions - solar 64,694 167,790 24,071 Proceeds from sale leaseback transactions - natural gas meters 8,814 8,441 17,300 Payments of common stock dividends (165,063) (150,973) (127,704) Proceeds from waiver discount issuance of common stock 59,730 42,807 — Proceeds from issuance of common stock - DRP 14,676 14,993 14,745 Tax withholding payments related to net settled stock compensation (5,724) (4,577) (4,177) Cash flows from financing activities 141,761 59,697 262,542 Change in cash, cash equivalents and restricted cash 95 65 (4,591) Cash, cash equivalents and restricted cash at beginning of period 1,517 1,452 6,043 Cash, cash equivalents and restricted cash at end of period $ 1,612 $ 1,517 $ 1,452 CHANGES IN COMPONENTS OF WORKING CAPITAL Receivables $ (12,744) $ 112,628 $ (16,658) Inventories (11,086) 67,445 (80,801) Recovery of natural gas costs 734 (14,427) 1,037 Natural gas purchases payable 6,238 (183,772) 66,352 Natural gas purchases payable - related parties 16 8 (10) Deferred revenue (39,832) 934 33,802 Accounts payable and other 15,640 7,537 (34,259) Prepaid expenses (2,013) (1,169) (406) Prepaid and accrued taxes (23,517) 16,415 (1,516) Restricted broker margin accounts 19,535 46,364 (51,165) Customers’ credit balances and deposits (6,315) 11,664 660 Other current assets and liabilities (7,714) (2,102) 5,277 Total $ (61,058) $ 61,525 $ (77,687) SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Cash paid for: Interest (net of amounts capitalized) $ 120,239 $ 108,194 $ 84,375 Income taxes $ 21,313 $ 4,282 $ 4,252 Accrued capital expenditures $ 22,535 $ 25,867 $ 34,674 See Notes to Consolidated Financial Statements Page 66 New Jersey Resources Corporation Part II ITEM 8.
Removed
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CONSOLIDATED BALANCE SHEETS ASSETS (Thousands) September 30, 2024 2023 PROPERTY, PLANT AND EQUIPMENT Utility plant, at cost $ 4,221,395 $ 3,843,037 Construction work in progress 233,295 237,428 Nonutility plant and equipment, at cost 1,834,956 1,767,306 Construction work in progress 206,869 142,768 Total property, plant and equipment 6,496,515 5,990,539 Accumulated depreciation and amortization, utility plant (786,594) (714,087) Accumulated depreciation and amortization, nonutility plant and equipment (306,698) (254,397) Property, plant and equipment, net 5,403,223 5,022,055 CURRENT ASSETS Cash and cash equivalents 1,017 954 Customer accounts receivable: Billed 105,531 97,540 Unbilled revenues 20,094 19,100 Allowance for doubtful accounts (8,506) (11,036) Regulatory assets 73,070 73,587 Natural gas in storage, at average cost 199,125 199,501 Materials and supplies, at average cost 38,484 27,022 Prepaid expenses 11,754 9,741 Prepaid taxes 67,066 43,046 Derivatives, at fair value 6,813 30,755 Restricted broker margin accounts 13,243 20,796 Other current assets 26,904 21,071 Total current assets 554,595 532,077 NONCURRENT ASSETS Investments in equity method investees 101,744 104,134 Regulatory assets 609,192 584,830 Operating lease assets 184,485 175,740 Derivatives, at fair value 806 1,564 Software costs 10,522 8,375 Deferred income taxes 20,751 28,383 Postemployment employee benefit assets 24,660 18,684 Other noncurrent assets 71,667 61,654 Total noncurrent assets 1,023,827 983,364 Total assets $ 6,981,645 $ 6,537,496 See Notes to Consolidated Financial Statements Page 67 New Jersey Resources Corporation Part II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CAPITALIZATION AND LIABILITIES (Thousands, except share data) September 30, 2024 2023 CAPITALIZATION Common stock, $2.50 par value; authorized 150,000,000 shares; outstanding shares September 30, 2024 — 99,461,448; September 30, 2023 — 97,584,455 $ 248,159 $ 243,458 Premium on common stock 633,811 558,654 Accumulated other comprehensive loss, net of tax (6,521) (9,959) Treasury stock at cost and other; shares September 30, 2024 — 16,302; September 30, 2023 — 13,041 26,220 20,748 Retained earnings 1,298,774 1,177,834 Common stock equity 2,200,443 1,990,735 Long-term debt 2,879,464 2,768,017 Total capitalization 5,079,907 4,758,752 CURRENT LIABILITIES Current maturities of long-term debt 189,006 116,155 Short-term debt 291,800 252,100 Natural gas purchases payable 57,515 51,277 Natural gas purchases payable to related parties 875 859 Deferred revenue 21,572 61,404 Accounts payable and other 169,232 151,790 Dividends payable 44,752 40,981 Accrued taxes 10,593 10,090 Regulatory liabilities 32,981 32,287 New Jersey Clean Energy Program 18,491 15,804 Derivatives, at fair value 6,271 16,145 Restricted broker margin accounts 1,146 8,029 Operating lease liabilities 4,945 4,772 Customers’ credit balances and deposits 38,595 44,910 Total current liabilities 887,774 806,603 NONCURRENT LIABILITIES Deferred income taxes 358,783 285,427 Deferred investment tax credits 2,156 2,434 Deferred revenue 3,095 659 Derivatives, at fair value 11,490 7,967 Manufactured gas plant remediation 161,650 169,390 Postemployment employee benefit liabilities 64,609 102,528 Regulatory liabilities 175,847 180,458 Operating lease liabilities 159,303 148,023 Asset retirement obligations 66,698 61,993 Other noncurrent liabilities 10,333 13,262 Total noncurrent liabilities 1,013,964 972,141 Commitments and contingent liabilities (Note 14) Total capitalization and liabilities $ 6,981,645 $ 6,537,496 See Notes to Consolidated Financial Statements Page 68 New Jersey Resources Corporation Part II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) CONSOLIDATED STATEMENTS OF COMMON STOCK EQUITY (Thousands) Number of Shares Common Stock Premium on Common Stock Accumulated Other Comprehensive (Loss) Income Treasury Stock And Other Retained Earnings Total Balance as of September 30, 2021 95,710 $ 240,644 $ 502,584 $ (34,528) $ (12,448) $ 934,610 $ 1,630,862 Net income — — — — — 274,922 274,922 Other comprehensive income — — — 29,702 — — 29,702 Common stock issued: Incentive compensation plan 193 481 8,665 — — — 9,146 Dividend reinvestment plan (1) 355 491 8,450 — 5,800 — 14,741 Cash dividend declared ($1.4775 per share) — — — — — (142,004) (142,004) Treasury stock and other (8) — (2) — (157) — (159) Balance as of September 30, 2022 96,250 241,616 519,697 (4,826) (6,805) 1,067,528 1,817,210 Net income — — — — — 264,724 264,724 Other comprehensive loss — — — (5,133) — — (5,133) Common stock issued: Incentive compensation plan 136 339 4,829 — — — 5,168 Dividend reinvestment plan (1) 258 205 6,069 — 8,760 — 15,034 Waiver discount 948 1,298 28,059 — 13,450 — 42,807 Cash dividend declared ($1.59 per share) — — — — — (154,418) (154,418) Treasury stock and other (8) — — — 5,343 — 5,343 Balance as of September 30, 2023 97,584 243,458 558,654 (9,959) 20,748 1,177,834 1,990,735 Net income — — — — — 289,775 289,775 Other comprehensive income — — — 3,438 — — 3,438 Common stock issued: Incentive compensation plan 154 385 5,099 — — — 5,484 Dividend reinvestment plan 346 864 13,780 — — — 14,644 Waiver discount 1,380 3,452 56,278 — — — 59,730 Cash dividend declared ($1.71 per share) — — — — — (168,835) (168,835) Treasury stock and other (3) — — — 5,472 — 5,472 Balance as of September 30, 2024 99,461 $ 248,159 $ 633,811 $ (6,521) $ 26,220 $ 1,298,774 $ 2,200,443 (1) Certain shares sold through the DRP issued from treasury stock are at average cost, which may differ from the actual market price paid.
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See Notes to Consolidated Financial Statements Page 69 New Jersey Resources Corporation Part II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) 1.
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NATURE OF THE BUSINESS The Company provides regulated natural gas distribution services, transmission and storage services and operates certain unregulated businesses primarily through the following: NJNG provides natural gas utility service to residential and commercial customers throughout Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey and is subject to rate regulation by the BPU.
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NJNG comprises the Natural Gas Distribution segment. NJRCEV, the Company’s clean energy subsidiary, comprises the CEV segment and owns and operates clean energy projects, including commercial and residential solar installations located in New Jersey, Rhode Island, New York, Connecticut, Michigan and Indiana.
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On November 25, 2024, CEV completed the sale of its 91 MW residential solar portfolio, and related assets and liabilities included in The Sunlight Advantage® program to a third party for a total purchase price of $132.5M. See Note 17. Subsequent Events for more information regarding the transaction. NJRES comprises the ES segment.
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ES maintains and transacts around a portfolio of natural gas transportation and storage capacity contracts and provides physical wholesale energy, retail energy and energy management services in the U.S. NJR Midstream Holdings Corporation, which comprises the S&T segment, invests in energy-related ventures through its subsidiaries.
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The Company operates natural gas storage and transmission assets through the wholly-owned subsidiaries of Leaf River and Adelphia and is subject to rate regulation by FERC. The Company holds a 50% combined ownership interest in Steckman Ridge, located in Pennsylvania, which is accounted for under the equity method of accounting.
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NJR Retail Holdings Corporation has one principal subsidiary: NJRHS, which provides heating, central air conditioning, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey. NJRHS is included in HSO. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries.
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All intercompany accounts and transactions have been eliminated.
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Other financial investments or contractual interests that lack the characteristics of a voting interest entity, which are commonly referred to as variable interest entities, are evaluated by the Company to determine if the entity has the power to direct business activities and, therefore, would be considered a controlling interest that the Company would have to consolidate.
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Based on those evaluations, NJR has determined that it does not have any investments in variable interest entities as of September 30, 2024, 2023 and 2022. Investments in entities over which the Company does not have a controlling financial interest are accounted for under the equity method.
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Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingencies during the reporting period.
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On a quarterly basis, or more frequently whenever events or changes in circumstances indicate a need, the Company evaluates its estimates, including those related to the calculation of equity method investments, lease liabilities, unbilled revenues, allowance for doubtful accounts, provisions for depreciation and amortization, long-lived assets, regulatory assets and liabilities, income taxes, pensions and other postemployment benefits, contingencies related to environmental matters and litigation and the fair value of derivative instruments and debt.
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AROs are evaluated periodically as required. The Company’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
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Page 70 New Jersey Resources Corporation Part II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) The Company has legal, regulatory and environmental proceedings during the normal course of business that can result in loss contingencies.
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When evaluating the potential for a loss, the Company will establish a reserve if a loss is probable and can be reasonably estimated, in which case it is the Company’s policy to accrue the full amount of such estimates.
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Where the information is sufficient only to establish a range of probable liability, and no point within the range is more likely than any other, it is the Company’s policy to accrue the lower end of the range. In the normal course of business, estimated amounts are subsequently adjusted to actual results that may differ from estimates.
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Revenues Revenues from the sale of natural gas to NJNG customers are recognized in the period that natural gas is delivered and consumed by customers, including an estimate for unbilled revenue. Natural gas sales to individual customers are based on meter readings, which are performed on a systematic basis throughout the month.
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At the end of each month, the amount of natural gas delivered to each customer after the last meter reading through the end of the respective accounting period is estimated, and recognizes unbilled revenues related to these amounts.
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The unbilled revenue estimates are based on estimated customer usage by customer type, weather effects, unaccounted-for natural gas and the most current tariff rates. CEV recognizes revenue when SRECs are transferred to counterparties. SRECs are physically delivered through the transfer of certificates as per contractual settlement schedules. The SREC program officially closed to new qualified solar projects in April 2020.
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In December 2019, the BPU established the TREC as the successor to the SREC program. TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value. The project factor is determined by the type and location of the project, as defined.
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In July 2021, the BPU established a new successor solar incentive program, or SREC IIs. The ADI Program provides administratively set incentives for net metered projects of 5 MW or less. RECs generated through the production of electricity under this program are known as SREC IIs.
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TRECs and SREC IIs generated are required to be purchased monthly by a REC program administrator as appointed by the BPU. Revenue for TRECs and SREC IIs are recognized upon generation and are transferred monthly based upon metered solar electricity activity. Revenues for ES are recognized when the natural gas is physically delivered to the customer.
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In addition, changes in the fair value of derivatives that economically hedge the forecasted sales of the natural gas are recognized in operating revenues as they occur. ES also recognizes changes in the fair value of SREC derivative contracts as a component of operating revenues.
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During December 2020, ES entered into a series of AMAs with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts, which commenced in November 2021. The AMAs include a series of temporary and permanent releases, and revenue under these agreements is recognized as the performance obligations are satisfied.
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For temporary releases of pipeline capacity, revenue is recognized on a straight-line basis over the agreed-upon term. For permanent releases of pipeline capacity, which represent a transfer of contractual rights for such capacity, revenue is recognized upon the transfer of the underlying contractual rights.
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ES recognized $137.2M and $48.5M of operating revenue related to the AMAs on the Consolidated Statements of Operations during fiscal 2024 and 2023, respectively. Amounts received in excess of revenue recognized totaling $22.3M and $58.7M are included in deferred revenue on the Consolidated Balance Sheets as of September 30, 2024 and 2023, respectively.
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S&T generates revenues from firm storage contracts and transportation contracts, related usage fees and hub services for the use of storage space, injections and withdrawals from their natural gas storage facility and the delivery of natural gas to customers.
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Demand fees are recognized as revenue over the term of the related agreement while usage fees and hub services revenues are recognized as services are performed. Revenues from all other activities are recorded in the period during which products or services are delivered and accepted by customers, or over the related contractual term. See Note 3. Revenue for further information.
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Page 71 New Jersey Resources Corporation Part II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) Natural Gas Purchases NJNG’s tariff includes a component for BGSS, which is designed to allow it to recover the cost of natural gas through rates charged to its customers and is typically revised on an annual basis.
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As part of computing its BGSS rate, NJNG projects its cost of natural gas, net of supplier refunds, the impact of hedging activities and cost savings created by BGSS incentive programs. NJNG subsequently recovers or credits the difference, if any, of actual costs compared with those included in current rates.
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Any underrecoveries or overrecoveries are either credited to customers or deferred and, subject to BPU approval, reflected in the BGSS rates in subsequent years.
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Natural gas purchases at ES are composed of natural gas costs to be paid upon completion of a variety of transactions, as well as realized gains and losses from settled derivative instruments and unrealized gains and losses on the change in fair value of derivative instruments that have not yet settled.
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Changes in the fair value of derivatives that economically hedge the forecasted purchases of natural gas are recognized in natural gas purchases as they occur.
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Demand Fees For the purpose of securing storage and pipeline capacity in support of their respective businesses, ES and NJNG enter into storage and pipeline capacity contracts, which require the payment of associated demand fees and charges that allow them access to a high priority of service in order to maintain the ability to access storage or pipeline capacity during a fixed time period, which generally ranges from one to 10 years.
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Many of these demand fees and charges are based on tariff rates as established and regulated by FERC. These charges represent commitments to pay storage providers and pipeline companies for the priority right to transport and/or store natural gas utilizing their respective assets.
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The following table summarizes the demand charges, which are net of capacity releases, and are included as a component of natural gas purchases on the Consolidated Statements of Operations for the fiscal years ended September 30: (Millions) 2024 2023 2022 ES $ 72.6 $ 74.6 $ 95.4 NJNG 200.4 183.4 170.3 Total $ 273.0 $ 258.0 $ 265.7 ES expenses demand charges over the term of the service being provided.
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NJNG’s costs associated with demand charges are included in its weighted average cost of natural gas. The demand charges are expensed based on NJNG’s BGSS sales and recovered as part of the natural gas commodity component of its BGSS tariff.
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Operations and Maintenance Expenses O&M includes salaries and benefits, materials and supplies, usage of vehicles, tools and equipment, payments to contractors, utility plant maintenance, amortization of software costs for unregulated entities, customer service, professional fees and other outside services, insurance expense, accretion of cost of removal for future retirements of utility assets and other administrative expenses, and are expensed as incurred.
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Stock-Based Compensation Stock-based compensation represents costs related to stock-based awards granted to employees and members of NJR’s Board of Directors. NJR recognizes stock-based compensation based upon the estimated fair value of awards. The recognition period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite service period.
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The related compensation cost is recognized as O&M on the Consolidated Statements of Operations. See Note 10. Stock-Based Compensation for further information. Page 72 New Jersey Resources Corporation Part II ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) Income Taxes The Company computes income taxes using the asset and liability method, whereby deferred income taxes are generally determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
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See Note 12. Income Taxes . In addition, the Company evaluates its tax positions to determine the appropriate accounting and recognition of future obligations associated with unrecognized tax benefits. NJR evaluates its tax positions to determine the appropriate accounting and recognition of potential future obligations associated with unrecognized tax benefits.
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A tax benefit claimed, or expected to be claimed, on a tax return may be recognized if it is more likely than not that the position will be upheld upon examination by the applicable taxing authority.
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Interest and penalties related to unrecognized tax benefits, if any, are recognized within income tax expense and accrued interest, and penalties are recognized within other noncurrent liabilities on the Consolidated Balance Sheets.
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To the extent that NJNG invests in property that qualifies for ITCs, the ITC is deferred and amortized to income over the life of the equipment in accordance with regulatory treatment.

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