UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
  
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172018
  
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ______________.
Commission
File Number
Exact name of registrant as
specified in its charter and principal
office address and telephone number
State of
Incorporation
I.R.S.
Employer
Identification No.
Name of exchange on which registeredSecurities registered pursuant to Section 12(b) of the Act:Securities registered pursuant to Section 12(g) of the Act:
1-6364
South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, NJ 08037
(609) 561-9000
New Jersey22-1901645New York Stock Exchange
Common Stock - $1.25 par value per share
(Title of each class)
None
000-22211
South Jersey Gas Company
1 South Jersey Plaza
Folsom, NJ 08037
(609) 561-9000
New Jersey21-0398330N/ANoneNone


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: 
South Jersey Industries, Inc.: Yes x No o
South Jersey Gas Company: Yes o No x

 Indicate by check mark if each registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act: Yes o No x
 
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that each registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that each registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
South Jersey Industries, Inc.: o
South Jersey Gas Company: x
 
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

South Jersey Industries, Inc.: 
Large accelerated filer   x
Accelerated filer      o
Non-accelerated filer     o 
Smaller reporting company      o
Emerging growth company      o
 
   
South Jersey Gas Company: 
Large accelerated filer   o
Accelerated filer      o
Non-accelerated filer     x 
Smaller reporting company      o
Emerging growth company      o
 

 
Indicate by check mark whether any of the registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
South Jersey Industries, Inc. (common stock - $1.25 par value) - The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 20172018 was $2,710,972,523.$2,854,343,456. As of February 15, 2018,2019, there were 79,595,31792,315,906 shares of the registrant's common stock outstanding. South Jersey Gas Company common stock ($2.50 par value) outstanding as of February 15, 20182019 was 2,339,139 shares. All of South Jersey Gas Company's outstanding shares of common stock are held by South Jersey Industries, Inc.
 
South Jersey Gas Company is a wholly-owned subsidiary of South Jersey Industries, Inc. and meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K; therefore, South Jersey Gas Company files this form with the reduced disclosure format.

Documents Incorporated by Reference:
In Part III of Form 10-K:  Portions of South Jersey Industries, Inc.'s definitive proxy statement for its 20182019 annual meeting of shareholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

   
  Page No.
   
   
 PART I 
   
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.
   
 PART II 
   
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
    South Jersey Industries, Inc. 
 
 
 
 
 
    South Jersey Gas Company 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
Item 9.
Item 9A.
Item 9B.
   
 PART III 
   
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
 PART IV 
   
Item 15.
   



GLOSSARY OF TERMS AND ABBREVIATIONS

ABOAccumulated Benefit Obligation
ACBACB Energy Partners, LLC
ACLEAC Landfill Energy, LLC
Acquisition
The Company's acquisition of Elizabethtown Gas Company and Elkton Gas Company effective July 1, 2018, from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas

AFUDCAllowance for Funds During Construction
AIRPAccelerated Infrastructure Replacement Program
AMAAsset Management Agreement
AOCLAccumulated Other Comprehensive Loss
AROAsset Retirement Obligation
ASCAccounting Standards Codification
ASUAccounting Standards Update
BcfOne billion cubic feet
BCLEBC Landfill Energy, LLC
BGSSBasic Gas Supply Service
BPABond Purchase Agreement
BPUNew Jersey Board of Public Utilities
CBACollective Bargaining Agreement
CEGRCompounded Earnings Annual Growth Rate
CIPConservation Incentive Program
CLEPClean Energy Program
CODMChief Operating Decision Maker
ColumbiaColumbia Gas Transmission, LLC
DCFDiscounted Cash Flow
DOJDepartment of Justice
DominionDominion Transmission, Inc.
DPADeferred Payment Arrangements
DRPDividend Reinvestment Plan
dtDecatherm
dts/dDecatherms per day
EEPEnergy Efficiency Program
EETEnergy Efficiency Tracker
EGREarnings Growth Rate
ELKElkton Gas Company
EMIEnergy & Minerals, Inc.
EnerConnexEnerConnex, LLC
EnergenicEnergenic US, LLC
EnergyMarkEnergyMark, LLC
EPSEarnings Per Share
ERIPEarly Retirement Incentive Program
ERISAEmployee Retirement Income Security Act of 1974
ETGElizabethtown Gas Company
FFahrenheit
FASBFinancial Accounting Standards Board

FERCFederal Energy Regulatory Commission
FSSFederal Supply Schedule
FTFirm Transportation
GAAPGenerally Accepted Accounting Principles for financial reporting in the United States
Gulf SouthGulf South Pipeline
IAMInternational Association of Machinists and Aerospace Workers
IBEWInternational Brotherhood of Electrical Workers
IIPInfrastructure Investment Programs
IITInfrastructure Investment Recovery
LFGTELandfill Gas-to-Energy
LIBORLondon Interbank Offer Rate
LMPLocational Marginal Price
LNGLiquefied Natural Gas
MarinaMarina Energy, LLC
McfOne thousand cubic feet
MCSMCS Energy Partners, LLC
MDQMaximum Daily Quantities
MDWQMaximum Daily Withdrawal Quantity
MidstreamSJI Midstream, LLC
MillenniumMillennium Account Services, LLC
MPSCMaryland Public Service Commission
MMdtsOne million decatherms
MMmwhOne million megawatt hours
MorieThe Morie Company, Inc.
MTMMark-to-market
MTNMedium Term Notes
MWMegawatts
MwhMegawatt-hours
National FuelNational Fuel Gas Supply Corporation
NAVNet Asset Value
NBSNBS Energy Partners, LLC
Non-GAAPThe financial measures that are not prepared in accordance with U.S. GAAP
NPANote Purchase Agreement
NJCEPNew Jersey Clean Energy Program
NJDEPNew Jersey Department of Environmental Protection
NJEDANew Jersey Economic Development Authority
NOLNet Operating Loss
OPEBOther Postretirement Benefits
OSMCOn-System Margin Sharing Credit
PennEastPennEast Pipeline, LLC
Potato CreekPotato Creek, LLC
PBOProjected Benefit Obligation
RACRemediation Adjustment Clause
RAMRate Adjustment Mechanism
ROEReturn on Equity
SABStaff Accounting Bulletin

Savings PlanEmployees' Retirement Savings Plan
SBCSocietal Benefits Clause
SBSSBS Energy Partners, LLC
SCLESC Landfill Energy, LLC
SECSecurities and Exchange Commission
SERPSupplemental Executive Retirement Plan
SHARPStorm Hardening and Reliability Program
SJESouth Jersey Energy Company
SJESSouth Jersey Energy Solutions, LLC
SJESPSouth Jersey Energy Service Plus, LLC
SJEXSouth Jersey Exploration, LLC
SJFSouth Jersey Fuel, Inc.
SJGSouth Jersey Gas Company
SJISouth Jersey Industries, Inc., or the Company
SJIUSJI Utilities, Inc.
SJRGSouth Jersey Resources Group, LLC
SOASociety of Actuaries
SRECsSolar Renewable Energy Credits
SXLESX Landfill Energy, LLC
Tax ReformTax Cuts and Jobs Act which was enacted into law on December 22, 2017
TennesseeTennessee Gas Pipeline Company, L.L.C.
TetcoTexas Eastern Transmission Corp
TICTransportation Initiation Clause
TranscoTranscontinental Gas Pipe Line Company, LLC
TSATransition Services Agreement
TSRTotal Shareholder Return
USFStatewide Universal Service Fund
UtilitiesRepresents SJI's three utility businesses: SJG, ETG, and ELK
UWUAUnited Workers Union of America
VIEVariable Interest Entities
WNCWeather Normalization Clause



INTRODUCTION

FILING FORMAT

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

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

Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) included under Item 7 is divided into two major sections: SJI and SJG. Financial information in this Annual Report on Form 10-K included in Item 8 includes separate financial statements (i.e., statements of income, statements of comprehensive income, statements of cash flows, balance sheets, and statements of changes in equity and comprehensive income) for SJI and SJG. The Notes to Consolidated Financial Statements are presented on a combined basis for both SJI and SJG.

Forward Looking Statements
 
Certain statements contained in this Annual Report on Form 10-K may qualify as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this Report other than statements of historical fact, including statements regarding future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, should be considered forward-looking statements made in good faith by South Jersey Industries (SJI or the Company) and South Jersey Gas Company (SJG), as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, or any other documents, or oral presentations, words such as “anticipate,” “believe,” "estimate," “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” "target," "will" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were made and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to the risks set forth under “Risk Factors” in Part I, Item 1A of this Report and elsewhere throughout this Report. These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this Report. While the Company believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, neither SJI nor SJG undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.


Available Information
 
Information regarding SJI and SJG can be found at SJI's website, www.sjindustries.com. We make available free of charge on or through our website SJI's Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC).SEC. The SEC maintains a website that contains these reports at http://www.sec.gov. Also, copies of SJI's annual report will be made available, free of charge, upon written request. The content on any website referred to in this filing is not incorporated by reference into this Report unless expressly noted otherwise.
 
Units of Measurement
For Natural Gas:
1 Bcf = One billion cubic feet
1dt = One decatherm
1 MMdts = One million decatherms
dts/d = Decatherms per day
MDWQ = Maximum daily withdrawal quantity
For Electric:
1 MMmwh = One million megawatt hours
1 mwh = One megawatt hour



South Jersey Industries, Inc.
Part I


PART I

Item 1. Business 
Description of Business

South Jersey Industries, Inc. (SJI or the Company), a New Jersey corporation, was formed in 1969 for the purpose of owning and holding all of the outstanding common stock of South Jersey Gas Company, a public utility, and acquiring and developing non-utility lines of business.
 
SJI currently provides a variety of energy-related products and services, primarily through the following wholly-owned subsidiaries:

SJIU is a holding company that owns SJG, and as of July 1, 2018, ETG and ELK (see "Acquisition" below).
South Jersey Gas Company (SJG) is a regulated natural gas utility. SJG distributes natural gas in the seven southernmost counties of New Jersey.
*SJG is a regulated natural gas utility which distributes natural gas in the seven southernmost counties of New Jersey.
*ETG is a regulated natural gas utility which distributes natural gas in seven counties in northern and central New Jersey.
*ELK is a regulated natural gas utility which distributes natural gas in northern Maryland.

South Jersey Energy Company (SJE)SJE acquires and markets natural gas and electricity to retail end usersusers. SJE previously acquired and providesmarketed natural gas and provided total energy management services to commercial, industrial and residential customers. In November 2018, the Company sold SJE's retail gas businesses.

South Jersey Resources Group, LLC (SJRG)SJRG markets natural gas storage, commodity and transportation assets along with fuel management services on a wholesale basis in the mid-Atlantic, Appalachian and southern states.

South Jersey Exploration, LLC (SJEX)SJEX owns oil, gas and mineral rights in the Marcellus Shale region of Pennsylvania.

Marina Energy, LLC (Marina) develops and operates on-site energy-related projects. It currently operates projects in New Jersey, Maryland, Massachusetts and Vermont. The significant wholly-owned subsidiaries of Marina include:

ACB, Energy Partners, LLC (ACB)which owns and operates a natural gas fueled combined heating, cooling and power facility located in Atlantic City, New Jersey.

AC Landfill Energy, LLC (ACLE), BC Landfill Energy, LLC (BCLE), SC Landfill Energy, LLC (SCLE)ACLE, BCLE, SCLE and SX Landfill Energy, LLC (SXLE) ownSXLE, which owns and operateoperates landfill gas-to-energy production facilities in Atlantic, Burlington, Salem and Sussex Counties in New Jersey.

MCS, Energy Partners, LLC (MCS), NBS Energy Partners, LLC (NBS) and SBS, Energy Partners, LLC (SBS) ownwhich owned and operateoperated solar-generation sites located in New Jersey. These entities were sold in October 2018.

South Jersey Energy Service Plus, LLC (SJESP) serviced residential and small commercial HVAC systems, installed small commercial HVAC systems, provided plumbing services and serviced appliances under warranty via a subcontractor arrangement as well as on a time and materials basis. On September 1, 2017, SJESP sold certain assets of its residential and small commercial HVAC and plumbing business to a third party. SJESP will receivereceives commissions paid on service contracts from thea third party on a go forward basis. This transaction did not have a material impact on the consolidated financial statements.party.

SJI Midstream LLC (Midstream) invests in infrastructure and other midstream projects, including a current project to build an approximately 118-mile natural gas pipeline in Pennsylvania and New Jersey.
 
In October 2017,On July 1, 2018, SJI, announced that it had entered into agreements to acquirethrough its wholly-owned subsidiary SJIU, acquired the assets of Elizabethtown GasETG and Elkton GasELK from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas. SJI is acquiringGas (collectively, the assets of both companies"Acquisition"), for total consideration of $1.7 billion. See Note 20 to the consolidated financial statements.

On June 27, 2018, the Company, through Marina, entered into a series of agreements whereby Marina agreed to sell its portfolio of solar energy assets to a third-party buyer. As part of these agreements, Marina has agreed to sell its distributed solar energy projects located across New Jersey, Maryland, Massachusetts and Vermont. As of December 31, 2018, the Company earned cash of $228.1 million related to the closing of these projects, which included selling the wholly-owned subsidiaries MCS, NBS and SBS, along with $62.5 million related to the sale of certain SRECs. The transaction isCompany currently has projects that have not yet closed and are expected to closebe sold in mid-2018, and is subject2019. See Note 1 to approvals by the Newconsolidated financial statements.

On November 30, 2018, SJI sold the retail gas assets of SJE for total consideration of $15.0 million. As a result of this agreement, SJE no longer acquires, transports or markets natural gas for retail markets.

9

South Jersey Board of Public Utilities (BPU) and the Maryland Public Service Commission (PSC), with limited approvals also required from the Federal Energy Regulatory Commission (FERC) and the Federal Communications Commission (FCC), as well as certain anti-trust filings and approvals.Industries, Inc.
Part I

Additional Information on the nature of SJI's and SJG's businesses can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under Item 7 of this Report.
 
South Jersey Industries, Inc.
Part I

Financial Information About Reportable Segments
 
Information regarding Reportable Segments is incorporated by reference to Note 8 of the consolidated financial statements included under Item 8 of this Report.

Sources and Availability of Raw Materials

South Jersey Gas CompanyThe Utilities:

Transportation and Storage Agreements

During 2018, SJG, ETG and ELK purchased and had delivered natural gas distribution of 49.1 MMdts, 21.8 MMdts and 0.5 MMdts, respectively (ETG and ELK are for the period July 1 - December 31, 2018 only). These deliveries were for on-system and off-system customers and for injections into storage. SJG's average cost per dt of natural gas purchased and delivered in 2018, 2017 and 2016, including demand charges, was $5.20, $3.75 and $3.40, respectively. The average cost per dt of natural gas purchased and delivered for ETG and ELK for the period July 1 - December 31, 2018 was $4.71 and $6.43, respectively.

SJG has direct connections to the interstate pipeline systems of both Transcontinental Gas Pipe Line Company, LLC (Transco)Transco and Columbia Gas Transmission, LLC (Columbia). During 2017, SJG purchased and had delivered approximately 55.4 MMdts of natural gas for distribution to both on-system and off-system customers and for injections into storage. Of this total, 31.9 MMdts were transported on the Transco pipeline system while 23.5 MMdts were transported on the Columbia pipeline system. Also during 2017, third-party suppliers delivered 27.4 MMdts to SJG's system on behalf of end use customers behind SJG's city gate stations.Columbia. SJG secures other long-term services from Dominion, Transmission, Inc. (Dominion), a pipeline upstream of the Transco and Columbia systems. Services provided by Dominion are utilized to deliver gas into either the Transco or Columbia systems for ultimate delivery to SJG. In addition, effective December 1, 2017,

ETG has direct connections to the interstate pipeline systems of Transco, Columbia, Tetco and Tennessee. ETG secures other long-term services from several inter-state pipelines, Dominion, National Fuel and Gulf South that are not directly connected to ETG and are upstream of the Transco and Tetco systems. Services provided by Dominion are utilized to deliver gas into either the Transco or Tetco systems for ultimate delivery to ETG. Services provided by National Fuel and Gulf South are utilized to deliver gas into the Transco system for ultimate delivery to ETG. ETG also secures third-party storage services from Stagecoach Gas Services and Stagecoach Pipeline & Storage Company.

Total transportation under contract at SJG initiatedand ETG are 421,980 dts/d and 218,523 dts/d, respectively. These contracts have terms with various ending dates, ranging from March 31, 2019 through March 31, 2029. The Company's intentions are to renew or extend these service agreements before they expire.

Total storage capacity under contract at SJG and ETG is 8.9 MMdts and 13.1 MMdts, respectively, with a newtotal MDWQ of 170,298 dts and 225,343 dts, respectively. These contracts have terms with various ending dates, ranging from March 31, 2019 through September 30, 2029. The Company's intentions are to renew or extend these service agreements before they expire.

ELK has direct connections to the interstate pipeline systems of Eastern Shore Natural Gas, along with firm transportation serviceagreements with Tennessee Gas Pipeline Company, L.L.C. (Tennessee). Gas transported by Tennessee will be delivered to theTransco and Columbia system for subsequent delivery to SJG. Gas. The activities of ELK utility operations are immaterial.

Services provided by all of the above-mentioned pipelines are subject to the jurisdiction of the Federal Energy Regulatory Commission (FERC).  Unless otherwise indicated, our intentions are to renew or extend these service agreements before they expire.
Transco:
Transco is SJG's largest supplier of long-term gas transmission services which includes both year-round and seasonal firm transportation (FT) service arrangements. When combined, these FT services enable SJG to purchase gas from third parties and have delivered to its city gate stations by Transco a total of 297,958 dts per day (dts/d). Of this total, 133,917 dts/d is long-haul FT (where gas can be transported from the production areas of the Southwest to the market areas of the Northeast) while 164,041 dts/d is market area FT. The terms of SJG's year-round agreements with Transco extend for various periods through 2025. Certain of these agreements are currently operating under their respective evergreen provisions.
Of the 297,958 dts/d of Transco services mentioned above, SJG has released a total of 10,000 dts/d of its long-haul and 20,000 dts/d of its market area FT service. These releases were made in association with SJG's Conservation Incentive Program (CIP) discussed further under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."  In addition, SJG released a total of 35,000 dts/d of its long-haul FT and 5,000 dts/d of its market area FT as part of Asset Management Agreements (AMA). The AMA-related releases are discussed below under “Gas Supplies.”FERC.  

SJG currently has six long-term gas storage service agreements with Transco that, when combined, are capable of storing approximately 5.0 MMdts. Through these agreements, SJG can inject gas into market and production area storages during periods of low demand and extract gas at a Maximum Daily Withdrawal Quantity (MDWQ) of up to 107,407 dts during periods of high demand. The longest term of these storage service agreements extends through March 31, 2023.
Dominion:

SJG subscribes to a firm storage service from Dominion, under its Rate Schedule GSS.  This storage has an MDWQ of 10,000 dts during the period between November 16 and March 31 of each winter season, with an associated total storage capacity of 423,000 dts.  Gas withdrawn from Dominion GSS storage is delivered through both the Dominion and Transco (Leidy Line) pipeline systems for delivery to SJG service territory.  The primary term of this agreement extends through March 31, 2019.
Columbia:
SJG subscribes to four firm transportation agreements with Columbia which currently provide for an aggregate of 124,022 dts/d. The term of 9,000 dts/d of this capacity extends through October 31, 2022; the term of 45,022 dts/d extends through October 31, 2019; and the remaining 70,000 dts/d extends through October 31, 2030.
South Jersey Industries, Inc.
Part I


SJG also subscribes to a firm storage service with Columbia under its Rate Schedule Federal Supply Schedule (FSS) along with an associated firm transportation service under Rate Schedule SST, each of which extends through October 31, 2019. SJG has a total FSS MDWQ of 52,891 dts and a related 3,473,022 dts of storage capacity. SJG released to SJRG 19,029 dts/d of its FSS MDWQ along with 1,249,485 dts of its FSS storage capacity. Additionally, SJG released to SJRG 19,029 dts/d of its associated Columbia SST transportation service. Both releases made by SJG were in connection with its CIP and extend through September 30, 2018.
Gas Supplies

During 2017, SJG entered into an AMAhas two separate AMA's with a gas marketer which extendsmarketers that extend through March 31, 2018. Under this agreement,2019 and October 31, 2019, respectively. SJG released to the marketermarketers its firm transportation rights, equal to 30,000 dts/d of transportation capacity on Transco. The marketer managesand in return the marketers manage this capacity and providesprovide SJG with up to 30,000 dts/d of firm deliverability each day through March 31, 2018.day. The marketer's intent wasintents are to optimize the capacity released to SJG under this AMA and pay SJG an asset management fee.

Also during 2017, SJG entered into an additional AMA with a separate gas marketer which extends through October 31, 2018. Under this agreement, SJG has released to the marketer 10,000 dts/d of its firm transportation capacity rights. As part of this transition the total quantity is split into two arrangements of 5,000 dts/d each under a separate Transco contract. The marketer manages its capacity and provides SJG with up to 10,000 dts/d of firm deliverability everyday through March 31, 2018 in one case and through October 31, 2018 as to the other. The marketers will seek to optimize the capacity released to it under this AMAthese AMA's and pay SJG an asset management fee.

SJG has two long-term purchase agreements with separate gas producers. SJG has committed to purchase a long-termminimum of 6,250 dts/d and up to 25,000 dts/d of natural gas, purchase agreement withfrom one supplier, for a gas producer, the primary term of eight years at index-based prices. SJG has also committed to a purchase of a minimum of 55,000 dts/d and up to 70,000 dts/d, from the other supplier for a term of ten years at index-based prices.


10

South Jersey Industries, Inc.
Part I

On July 1, 2018, ETG and ELK entered into an AMA with SJRG which extends through OctoberMarch 31, 2019. The maximum daily quantities (MDQ) available for purchase under2022. Under this agreement initially start at 6,250 dts/dETG and will increaseELK released to an MDQSJRG and/or designated SJRG as agent for all firm transportation and storage contracts. SJRG is obligated to provide natural gas supply to meet demand requirements and optimize ETG’s and ELK's portfolio of 25,000 dts/d. Gas purchased from this producer will be sourced in the Appalachian supply areasnatural gas transportation and delivered into the Columbia pipeline system for delivery to SJG.

SJG also hasstorage contracts. SJRG pays a long-term gas purchase agreement with an additional gas producer, with a primary term which extends ten years. The MDQ available for purchase under this agreement has started, effective December 1, 2017, at 55,000 dts/dfixed fee and will increase to an MDQ of 70,000 dts/d. Gas purchased from this producer will be sourced in Northeast Pennsylvania and delivered into the Columbia pipeline system for delivery to SJG.shares net margin generated through portfolio optimization.

As part of itsthe gas purchasing strategy, SJG usesthe Utilities use financial contracts to hedge against forward price risk. These contracts are recoverable through SJG’s Basic Gas Supply Servicethe BGSS Clause, (BGSS), subject to the New Jersey Board of Public Utilities (BPU)BPU/MPSC approval.
 
Supplemental Gas Supplies

SJG operates peaking facilities, located in McKee City, NJ, where it liquefies, stores and vaporizes liquefied natural gas (LNG)LNG for injection into its distribution system. SJG's LNG facility has a storage capacity equivalent to 434,300 dts of natural gas and has an installed capacity to vaporize up to 118,250 dts of LNG per day for injection into its distribution system.

ETG operates a peaking facility, located in Elizabeth, NJ, where it stores and vaporizes LNG for injection into its distribution system. ETG's LNG facility has a storage capacity equivalent to 145,000 dts of natural gas and has an installed capacity to vaporize up to 25,000 dts of LNG per day for injection into its distribution system.
 
Peak-Day Supply
 
SJG plans for a winter season peak-day demand on the basis of an average daily temperature of 2 degrees Fahrenheit (F)F or 63 Heating Degree Days, while ETG's plans on an average daily temperature of 0 degrees F or 65 Heating Degree Days. Gas demand on such a design day for the 2017-20182018-2019 winter season is estimated to be 527,490566,405 dts for SJG and 445,102 dts for ETG (excluding industrial customers). SJG projects that it hasand ETG project to have adequate supplies and interstate pipeline entitlements to meet its design day requirements. SJG and ETG both experienced itstheir highest peak-day demand for calendar year 2017 of 480,820 dts (including industrial customers)2018 on December 31, while experiencing an average temperature of 12.9 degrees F that day.January 6th.
 
Natural Gas Prices
SJG's average cost of natural gas purchased and delivered in 2017, 2016 and 2015, including demand charges, was $3.75 per dt, $3.40 per dt and $4.71 per dt, respectively.
South Jersey Industries, Inc.
Part I


South Jersey Energy Company
Transportation and Storage Agreements - Natural Gas
Access to gas suppliers and cost of gas are significant to the operations of SJE. No material part of the business of SJE is dependent upon a single customer or a few customers. SJE purchases delivered gas only, primarily from SJRG. Consequently, SJE maintains no transportation or storage agreements.
Electric Supply

Due to the liquidity in the market, SJE primarily purchases delivered electric in the day-ahead and real-time markets through regional transmission organizations.
 
South Jersey Resources Group
 
Transportation and Storage Agreements
National Fuel Gas Supply Corporation:
SJRG has multiple storage service agreements with National Fuel Gas Supply Corporation (National Fuel). Two contracts totaling 2,581,420 dts of capacity have evergreen provisions that extend year to year.  One additional contract covering 224,576 dts of storage capacity extends through March 31, 2020, while a final contract covering 150,040 dts of capacity expires March 31, 2023.
SJRG holds long-term firm transportation agreements with National Fuel associated with the above-mentioned agreements which expire between January 31, 2022 and October 31, 2027. Under these agreements, National Fuel provides various receipts and deliveries in Pennsylvania, which total 66,682 dts/d.  National Fuel will also provide SJRG with 25,661 dts/d of maximum daily withdrawal transportation quantity, with a primary delivery point of the Transcontinental Gas Pipeline. 
Transcontinental Gas Pipeline (Transco):
SJRG has a storage agreement with Transco for storage service at Transco's WSS facility which expires October 31, 2018. Under this contract, up to 24,479 dts/d may be injected and up to 46,380 dts/d may be withdrawn. Total storage capacity under the agreement is 4,406,135 dts.

SJRG holds various firm transportation agreements with Transco. SJRG has 10,000National Fuel, Transco, Dominion, Columbia, Columbia Gulf, Tennessee and Tetco. Total transportation under contract is 566,989 dts/d of capacityd. These contracts have terms with various ending dates, ranging from Leidy, PA to Con Edison, NY expiringMarch 31, 2019 through March 31, 2043. SJRG also holds evergreen capacity of 41,400 dts/d with receipts in Texas and deliveries in New Jersey, which also expires March 31, 2043.

SJRG has transportationSJRG's intentions are to renew or extend these service agreements with Transco acquired through a capacity release program from SJG of 47,500 dts/d from Pennsylvania to SJG, and 10,000 dts/d from Texas to SJG. These agreements expire between March 31, 2018 and April 30, 2020.
Dominion Gas Transmission:
SJRG has a firm transportation agreement with Dominion which expires October 31, 2022. Under this agreement, Dominion will provide SJRG with 5,000 dts/d of deliveries to Leidy, PA and receipts at Lebanon, OH.
Columbia Gas Transmission:before they expire.

SJRG holds various firm transportationmultiple storage service agreements with Columbia. SJRG has 50,000 dts/d capacity with receipts from Marcellus to southern NJ expiring October 31, 2018. SJRG also has 36,866 dts/d of capacity from Marcellus to southern NJNational Fuel, Transco (for storage service at Transco's WSS facility) and PA expiring between October 31, 2019 and October 31, 2024.
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SJRG has a storage agreement with Columbia for(for service under Columbia's FSS rate schedule. Under this evergreen agreement, Columbia will provide SJRG withschedule). Total storage capacity of 1,249,515 dts. Under this agreement, 19,029 dts/d may be withdrawnunder contract is approximately 8.6 MMdts. These contracts have terms with various ending dates, ranging from storage and 9,514 dts/d may be injected.
SJRG holds firm transportation related to the above mentioned storage agreement which provides for receipts from storage and deliveries to New Jersey of 19,029 dts/d. Under this evergreen contract, these services with Columbia were released to SJRG by SJG.
Columbia Gulf Transmission:
SJRG holds a firm transportation agreement with Columbia Gulf which expires October 31, 2019. Under this agreement, Columbia Gulf provides receipts in Louisiana with deliveries at Leach, Kentucky in the amount of 15,000 dts/d.    

Tennessee Gas Transmission:
SJRG holds firm transportation agreements with the Tennessee Gas Pipeline which expire between October 31, 2018 and May 31, 2033. Under these agreements, the Tennessee Gas Pipeline provides various receipts and deliveries in Pennsylvania, which total 199,770 dts/d.

Texas Eastern Transmission (Tetco):

SJRG holds firm transportation agreements with Tetco. SJRG has an agreement for Tetco to provide 56,250 dts/d of capacity expiring October 31, 2025, and an additional evergreen contract of 15,125 dts/d of capacity expiring March 31, 2019.2020 through March 31, 2023. SJRG's intentions are to renew or extend these service agreements before they expire.
 
Gas Supplies
 
SJRG has entered into several long-term natural gas supply agreements to purchase a minimum of 604,000 dts/d and up to 954,000832,500 dts/d, depending upon production levels, for terms ranging from threefour to ten years at index-based prices.
 
Patents and Franchises
 
South Jersey Gas Company
SJG holdsThe Utilities hold nonexclusive franchises granted by municipalities in the seven-county area of southern New Jersey that it serves.areas to which they serve. No other natural gas public utility presently serves the territory covered by SJG'sthe Utilities' franchises. Otherwise, patents, trademarks, licenses, franchises and concessions are not material to the business of SJG.the Utilities.
 

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Seasonal Aspects
 
South Jersey Gas CompanyUtility Companies
 
SJG experiencesThe Utilities experience seasonal fluctuations in sales when selling natural gas for heating purposes. SJG meets thisThe Utilities meet these seasonal fluctuationfluctuations in demand from its firm customers by buying and storing gas during the summer months, and by drawing from storage and purchasing supplemental supplies during the heating season. As a result of this seasonality, SJG'sthe Utilities' revenues and net income are significantly higher during the first and fourth quarters than during the second and third quarters of the year.
 
Non-Utility Companies
 
Among SJI's non-utility activities, wholesale (including fuel supply management) and retail gas marketing havehas seasonal patterns similar to SJG's.the Utilities. Activities such as energy services and energy project development do not follow seasonal patterns. Other activities, such as retail electric marketing, can have seasonal earnings patterns that are different from the utility.Utilities. The first and fourth quarters remain the periods where most of SJI's revenue and net income is produced.
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Working Capital Practices
 
Reference is made to “Liquidity and Capital Resources” included in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of this Report.
 
Customers
 
No material part of the Company's business is dependent upon a single customer or a few customers, the loss of which would be expected to have a material adverse effect on the results of operations of SJI or of SJG on a consolidated basis.basis, or of SJG.
 
Backlog
 
Backlog is not material to an understanding of SJI's business or that of any of its subsidiaries.
 
Government Contracts
 
No material portion of the business of SJI or any of its subsidiaries is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government.
 
Competition
 
Information on competition for SJI and its subsidiaries can be found in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of this Report.
 
Research
 
During the last three fiscal years, neither SJI nor any of its subsidiaries engaged in research activities to any material extent.
 
Environmental Matters
 
Information on environmental matters for SJI and its subsidiaries can be found in Note 15 of the consolidated financial statements included under Item 8 of this Report.
 

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Employees
 
SJI and its subsidiaries had a total of approximately 7601,100 employees as of December 31, 2017,2018, approximately 530550 of which were SJG employees. Of that total, approximately 300those totals, 495 of both SJI employees are unionized and 317 SJG employees are unionized (all of SJI's unionized employees are with SJG)SJG or ETG). SJI has collective bargaining agreements with unions that represent these employees: the International Brotherhood of Electrical Workers (IBEW)IBEW Local 12931293; IAM Local 76; and the International Association of Machinists and Aerospace Workers (IAM)UWUA Local 76.424.  SJG employees represented by the IBEW operate under a collective bargaining agreement that runs through February 2018, for which negotiations are still ongoing.2022. SJG's remaining unionized employees are represented by the IAM and operate under a collective bargaining agreement that runs through August 2021. ETG employees represented by the UWUA operate under a collective bargaining agreement that runs through November 2019.
 
Financial Information About Foreign and Domestic Operations and Export Sales
 
SJI has no foreign operations and export sales have not been a significant part of SJI's business.

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Item 1A. Risk Factors
 
SJI and its subsidiaries, including SJG, operate in an environment that involves risks, many of which are beyond our control. SJI has identified the following risk factors that could cause SJI's operating results and financial condition to be materially adversely affected. In addition, new risks may emerge at any time, and SJI cannot predict those risks or the extent to which they may affect SJI's businesses or financial performance. To the extent such risk factors may affect SJI's utility business, SJG,businesses, such risk factors may also affect SJG's business or performance.
 
SJI is a holding company and its assets consist primarily of investments in subsidiaries. Should SJI's subsidiaries be unable to pay dividends or make other payments to SJI for financial, regulatory, legal or other reasons, SJI's ability to pay dividends on its common stock could be limited. SJI's stock price could be adversely affected as a result.

SJI's business activities, including those of SJG, are concentrated in southern New Jersey. Changes in the economies of southern New Jersey and surrounding regions could negatively impact the growth opportunities available to SJI and SJG, and the financial condition of the customers and prospects of SJI and SJG.

Changes in the regulatory environment or unfavorable rate regulation at its utilitythe Utilities may have an unfavorable impact on SJI's and SJG's financial performance or condition.  SJG and ETG are regulated by the BPU, and ELK is regulated by the New Jersey Board of Public Utilities (BPU) which hasMPSC. These regulatory commissions have authority over many of the activities of the utility business including, but not limited to, the rates itthe Utilities charges to its customers, the amount and type of securities it can issue, the nature of investments it can make, the nature and quality of services it provides, safety standards and other matters. The extent to which the actions of regulatory commissions restrict or delay SJG'sthe Utilities' ability to earn a reasonable rate of return on invested capital and/or fully recover operating costs may adversely affect SJI's and SJG's results of operations, financial condition and cash flows.

SJI and SJG may not be able to respond effectively to competition, which may negatively impact their financial performance or condition. Regulatory initiatives may provide or enhance opportunities for competitors that could reduce utility income obtained from existing or prospective customers. Also, competitors in all of SJI's business lines may be able to provide superior or less costly products or services based upon currently available or newly developed technologies.

Warm weather, high commodity costs, or customer conservation initiatives could result in reduced demand for some of SJI's and SJG's energy products and services. SJG currently has a conservation incentive program clause that protects its revenues and gross margin against usage that is lower than a set level. ETG has a weather normalization clause which allows ETG to implement surcharges or credits during the months of October through May to compensate for weather-related changes in customer usage from the previous winter period. Should this clausethese clauses be terminated without replacement, lower customer energy utilization levels would likely reduce SJI's and SJG's net income. Further, during periods of warmer temperatures, demand and volatility in the natural gas market could decrease, which would negatively impact their financial results.

High natural gas prices could cause more of SJI's and SJG's receivables to be uncollectible. Higher levels of uncollectibles from either residential or commercial customers would negatively impact SJI's and SJG'snet income and could result in higher working capital requirements.


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SJI's and SJG's net income could decrease if it is required to incur additional costs to comply with new governmental safety, health or environmental legislation. SJI and SJG are subject to extensive and changing federal and state laws and regulations that impact many aspects of its business; including the storage, transportation and distribution of natural gas, as well as the remediation of environmental contamination at former manufactured gas plant facilities.

South Jersey Industries, Inc.
Part I

Climate change legislation could impact SJI's and SJG's financial performance and condition.  Climate change is receiving ever increasing attention from both scientists and legislators.  The debate is ongoing as to the extent to which our climate is changing, the potential causes of this change and its future impacts.  Some attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The outcome of federal and state actions to address global climate change could result in a variety of regulatory programs, including additional charges to fund energy efficiency activities or other regulatory actions.  These actions could affect the demand for natural gas and electricity, result in increased costs to our business and impact the prices we charge our customers. Because natural gas is a fossil fuel with low carbon content, it is possible that future carbon constraints could create additional demands for natural gas, both for production of electricity and direct use in homes and businesses.  Any adoption by federal or state governments mandating a substantial reduction in greenhouse gas emissions could have far-reaching and significant impacts on the energy industry.  We cannot predict the potential impact of such laws or regulations on our future consolidated financial condition, results of operations or cash flows.

SJI's wholesale commodity marketing and retail electric businesses are exposed to the risk that counterparties that owe money or energy to SJI will not be able to meet their obligations for operational or financial reasons. SJI could be forced to buy or sell commodity at a loss as a result of such failure. Such a failure, if large enough, could also impact SJI's liquidity.

Increasing interest rates would negatively impact the net income of SJI and SJG. Several of SJI's subsidiaries, including SJG, are capital intensive, resulting in the incurrence of significant amounts of debt financing. Some of the long-term debt of SJI and its subsidiaries is issued at fixed rates or has utilized interest rate swaps to mitigate changes in variable rates.  However, long-term debt of SJI and SJG at variable rates, along with all variable rate short-term borrowings, are exposed to the impact of rising interest rates.

The inability to obtain capital, particularly short-term capital from commercial banks, could negatively impact the daily operations and financial performance of SJI and SJG. SJI and SJG use short-term borrowings under committed credit facilities provided by commercial banks to supplement cash provided by operations, to support working capital needs, and to finance capital expenditures, as incurred. SJG also relies upon short-term borrowings issued under a commercial paper program supported by a committed bank credit facility to support working capital needs, and to finance capital expenditures, as incurred. If the customary sources of short-term capital were no longer available due to market conditions, SJI and its subsidiaries may not be able to meet their working capital and capital expenditure requirements and borrowing costs could increase.

A downgrade in either SJI's or SJG's credit ratings could negatively affect our ability to access adequate and cost-effective capital. Our ability to obtain adequate and cost-effective capital depends to a significant degree on our credit ratings, which are greatly influenced by our financial condition and results of operations. If the rating agencies downgrade either SJI's or SJG's credit ratings, particularly below investment grade, our borrowing costs would increase. In addition, we would likely be required to pay higher interest rates in future financings and potential funding sources would likely decrease. To the extent that a decline in SJG's credit rating has a negative effect on SJI, SJI could be required to provide additional support to certain counterparties.

Hedging activities of the Company designed to protect against commodity price or interest rate risk may cause fluctuations in reported financial results and SJI's stock price could be adversely affected as a result. Although SJI enters into various contracts to hedge the value of energy assets, liabilities, firm commitments or forecasted transactions, the timing of the recognition of gains or losses on these economic hedges in accordance with accounting principles generally accepted in the United States of America does not always match up with the gains or losses on the items being hedged. The difference in accounting can result in volatility in reported results, even though the expected profit margin is essentially unchanged from the dates the transactions were consummated.

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The inability to obtain natural gas or electricity from suppliers would negatively impact the financial performance of SJI and SJG. Several of SJI's subsidiaries, including SJG, have businesses based upon the ability to deliver natural gas or electricity to customers. Disruption in the production or transportation to SJI or SJG from its suppliers could prevent SJI or SJG from completing sales to its customers.

South Jersey Industries, Inc.
Part I

Transporting and storing natural gas involves numerous risks that may result in accidents and other operating risks and costs. SJI's and SJG's gas distribution activities involve a variety of inherent hazards and operating risks, such as leaks, accidents, mechanical problems, natural disasters or terrorist activities which could cause substantial financial losses. In addition, these risks could result in loss of human life, significant damage to property, environmental pollution and impairment of operations, which in turn could lead to substantial losses. In accordance with customary industry practice, SJI and SJG maintain insurance against some, but not all, of these risks and losses. The occurrence of any of these events, even if fully covered by insurance, could adversely affect SJI's or SJG's financial position, results of operations and cash flows.

Adverse results in legal proceedings could be detrimental to the financial condition of SJI or SJG. The outcomes of legal proceedings can be unpredictable and can result in adverse judgments.

Renewable energy projects at Marina receive significant benefit from regulatory incentives. A significant portion of the expected return on investment of these renewable energy projects is dependent upon the future market for renewable energy credits (RECs). The benefits from RECs are produced during the entire life of the project. As a result, earnings from existing projects would be adversely affected without a liquid REC market. Therefore, these projects are exposed to the risk that favorable regulatory incentives expire or are adversely modified. A decrease in the future value of electricity and Solar RECs (SRECs) impacted by market conditions and/or legislative changes may negatively impact Marina's return on its investments as well as lead to impairment of the respective assets.

Constraints in available pipeline capacity, particularly in the Marcellus Shale producing region, may negatively impact SJI's financial performance. Natural gas production and/or pipeline transportation disruptions in the Marcellus region, where SJI has natural gas receipt requirements, may cause temporary take-away constraints resulting in higher transportation costs and the sale of shale gas at a loss.

SJI's and SJG's business could be adversely impacted by strikes or work stoppages by its unionized employees. The gas utility operations of SJG and ETG are dependent upon employees represented by unions and covered under collective bargaining agreements. A work stoppage could negatively impact operations, which could impact financial results as well as customer relationships.

The risk of terrorism may adversely affect the economy as well as SJI's and SJG's business. An act of terror could result in disruptions of natural gas supplies and cause instability in the financial and capital markets. This could adversely impact SJI's or SJG's ability to deliver products or raise capital and could adversely impact its results of operations.

Failure to obtain proper approvals and property rights in the PennEast pipeline could hinder SJI's equity investment in the project. Construction, development and operation of energy investments, specifically the PennEast pipeline, are subject to federal and state regulatory oversight and require certain property rights from public and private property owners, as well as regulatory approvals, including environmental and other permits and licenses. SJI, as well as our joint venture partners in the PennEast pipeline, may be unable to obtain all such needed property rights, permits and licenses to successfully construct and develop the pipeline, and failing to do so could cause SJI's equity investment in the project to become impaired. Such impairment could have a materially adverse effect on SJI's financial condition and results of operations.

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Our business could be harmed by cybersecurity threats and related disruptions. We rely extensively on information technology systems to process transactions, transmit and store information and manage our business. Disruption or failure of our information technology systems could shut down our facilities or otherwise harm our ability to safely deliver natural gas to our customers, serve our customers effectively, manage our assets, or otherwise materially disrupt our business. Cyber threats are constantly evolving, increasing the difficulty of detecting and successfully defending against them. SJI and SJG have experienced such attacks in the past; however, based on information currently available to SJI and SJG, none have had a material impact on our business, financial condition, results of operations or cash flows. In response, we have invested in expanded cybersecurity systems and procedures designed to safeguard the continuous and uninterrupted performance of our information technology systems and protect against unauthorized access. However, all information technology systems are potentially vulnerable to security threats, including hacking, viruses, other malicious software, and other unlawful attempts to disrupt or gain access to such systems. There is no guarantee that our cybersecurity systems and procedures will prevent or detect the unauthorized access by experienced computer programmers, hackers or others. An attack on or failure of our information technology systems could result in the unauthorized disclosure, theft, misuse or destruction of customer or employee data or business or confidential information, or disrupt the performance of our information technology
South Jersey Industries, Inc.
Part I

systems. These events could expose us to potential liability, litigation, governmental inquiries, investigations or regulatory actions, harm our brand and reputation, diminish customer confidence, disrupt operations, and subject us to payment of fines or other penalties, legal claims by our clients and significant remediation costs.

Tax law or regulation changes may negatively impact financial performance. SJI and SJG are subject to taxation by various taxing authorities at the federal, state and local levels. Any future changes in tax laws or regulations, including Tax Reform, or interpretation of such laws or regulations, could have a materially adverse effect on SJI's and SJG's financial condition and results of operations.

The loss of long-tenured employees could negatively impact the daily operations and financial performance of SJI and SJG. In October 2018, the Company announced it will offer an ERIP for eligible non-union employees and officers. Several employees have accepted the ERIP and will be retiring from the Company within 6 to 12 months. The departure of these individuals, who have varying roles and corresponding oversight responsibilities for SJI and SJG, could adversely impact SJI's and SJG's results of operations.

Our stated long-term goals are based on various assumptions and beliefs that may not prove to be accurate, and we may not achieve our stated long-term goals by 2020 or at all. OurSJI's current long-term goals are to (i) grow Economic Earnings to $160 million by 2020; (ii) improve thePer Share 6-8% annually while maintaining high quality of our earnings; (iii) maintain the strength of ourearnings, a strong balance sheet;sheet and (iv) maintain a low-to-moderate risk profile. The goal of $160 million does not include the expected financial impact of the acquisition of Elizabethtown Gas and Elkton Gas discussed below. Management established those goals in conjunction with our board of directors based upon a number of different internal and external factors that characterize and influence our current and expected future activities. For example, these long-term goals are based on certain assumptions regarding our participation in a current project to build an approximately 118-mile natural gas pipeline in Pennsylvania and New Jersey. However, construction on this project is not expected to begin until 20182019 and is estimated to be completed in the second half of 2019,late 2020, but may be subject to delay. As a result, no assurance can be given that this project will be completed on time or at all. Also, as noted below, the acquisitionAcquisition involves risks associated with acquisitions and integrating acquired assets, including the potential exposure to significant liabilities, and the intended benefits of Elizabethtown Gas and Gas is subject to many approvals, and no assurance canthe Acquisition may not be given that the acquisition will be consummated, or, if consummated, that these two entities will perform as expected.realized. Further, the economy of Southern New Jersey has remained depressed relative to other regions, which could cause increased customer delinquencies or otherwise negatively affect achievement of our long-term earnings goals. The 2017Changes in the New Jersey gubernatorial election resulted in a change inState administration which could lead to unfavorable state and local regulatory changes that could delay approvals, require environmental remediation or capital or other expenditures or otherwise adversely affect our results of operations, financial condition or cash flows. Other factors, assumptions and beliefs of management and our board of directors on which our long-term goals were based may also prove to differ materially from actual future results. Accordingly, we may not achieve our stated long-term goals by 2020 or at all, or our stated long-term goals may be negatively revised as a result of less than expected progress toward achieving these goals, and you are therefore cautioned not to place undue reliance on these goals.

Our acquisition of Elizabethtown Gas16

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The Acquisition involves risks associated with acquisitions and Elkton Gasintegrating acquired assets, including the potential exposure to significant liabilities. The Acquisition may not achieve its intended results and benefits, including anticipated investment opportunities and earnings growth.

The Acquisition involves risks associated with acquisitions and integrating acquired assets into existing operations, including that:

our senior management's attention may be consummated,diverted from the management of daily operations to the integration of the Acquisition;
we could incur significant unknown and if consummated,contingent liabilities for which we have limited or no contractual remedies or insurance coverage;
the assets to be acquired may not perform as expected. Wehave entered into agreements to acquirewell as we anticipate; and
unexpected costs, delays and challenges may arise in integrating the assets of New Jersey-based Elizabethtown Gasacquired in the Acquisition into our existing operations.

Although we expect that the Acquisition will result in various benefits, including expanding our gas utility rate and Maryland-based Elkton Gas. Completion ofcustomer bases, providing investment opportunities through infrastructure development and enhancing our regulatory relationships within the transactionlocal communities served, we cannot assure you regarding when or the extent to which we will be able to realize these or other benefits. Achieving the anticipated benefits is subject to a number of risksuncertainties, including whether the businesses acquired can be operated in the manner we intend and uncertainties and we can provide no assurance thatwhether our costs to finance the various closing conditions to the acquisition agreementAcquisition will be satisfied,consistent with our expectations. Events outside of our control, including that the required governmental and other necessary approvals will be obtained. Although we have obtained a bridge commitment, subjectbut not limited to certain conditions, to fund the acquisition,regulatory changes or developments, could also adversely affect our ability to raiserealize the necessary funds to provide permanent financing throughanticipated benefits from the issuanceAcquisition. Thus the integration of equity or debt securities isthe ETG and ELK businesses, respectively, may be unpredictable, subject to market conditionsdelays or changed circumstances, and other risks and uncertainties, and there can be no assurance that we will be able to raise the necessary funds on terms we consider favorable, or at all. The inability to complete the transaction, or to obtain permanent financing on terms that are favorable, or at all, could have a material adverse effect on our results of operations, financial condition and prospects. Historically, acquisitions have not been a part of our growth strategy. Although the acquired businesses have significant operating histories, we will have no history of owning and operating these businesses and limited or no experience operating in the territories served by these businesses. We can provide no assurancecannot assure you that the acquired businesses will perform as expected, that integration or other one-time costs will not be greater than expected, that we will not incur unforeseen obligations or liabilitiesin accordance with our expectations or that our expectations with respect to improving our business risk profile, leveraging existing regulatory relationships or achieving earnings growth as a result of the rateAcquisition will be achieved. In addition, our anticipated costs to achieve the integration of returnthe acquired businesses may differ significantly from our current estimates. The integration may place an additional burden on our management and internal resources, and the diversion of management’s attention during the integration process could have an adverse effect on our business, financial condition and expected operating results.

We issued additional securities to provide permanent financing for the Acquisition, and, as a result, we are subject to market risks including market demand for our debt and equity securities. We are also seeking to consummate certain asset sales.

In connection with the Acquisition, we have obtained permanent financing which includes common stock and Equity Units, Senior Unsecured Notes, Floating Rate Senior Notes, a Term Loan Facility and a Revolving Credit Agreement.

Among other risks, the increase in our indebtedness may:

make it more difficult for us to repay or refinance our debts as they become due during adverse economic and industry conditions;
limit our flexibility to pursue other strategic opportunities or react to changes in our business and the industries in which we operate and, consequently, place us at a competitive disadvantage to competitors with less debt;
require an increased portion of our cash flows from operations to be used for debt service payments, thereby reducing the availability of cash flows to fund working capital, capital expenditures, dividend payments and other general corporate purposes;
result in a downgrade in the credit rating of our indebtedness, which could limit our ability to borrow additional funds or increase the interest rates applicable to our indebtedness;
result in higher interest expense in the event of increases in market interest rates for both long-term debt as well as short-term commercial paper, bank loans or borrowings under our lines of credit at variable rates;
reduce the amount of credit available to support hedging activities; and
require that additional terms, conditions or covenants be placed on us.


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Among other risks, the issuance of additional equity by SJI may:

be dilutive to our existing shareholders and earnings per share;
impact our capital structure and cost of the capital;
be adversely impacted by movements in the overall equity markets or the utility or natural gas utility industry sectors of that market, which could impact the offering price of our new equity or necessitate the use of other equity or equity-like instruments such businesses will justifyas preferred stock, convertible preferred shares, or convertible debt; and
impact our decisionability to invest capital to acquire them.make our current and future dividend payments.

WeThe Company may experience difficulties in integratingnot be able to obtain refinancings of short-term debt, causing the operationsability to pay such debt at maturity to be at risk. As a result of Elizabethtown Gas and Elkton Gas into our business and in realizingthe Acquisition, the Company has $733.9 million of debt coming due within the next twelve months. The plan is to obtain refinancings for most of this debt, with the remainder being paid off through various transactions including the expected benefitssale of the proposed acquisition.non-core assets as noted below. The success of the proposed acquisition of Elizabethtown Gas and Elkton Gas, if completed,Company can offer no assurances that these refinancings or sales will depend in part on our ability to realize the anticipated business opportunities from combining the operations of Elizabethtown Gas and Elkton Gas with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the transaction, and could harm our financial performance. If we are unable to successfully or timely integrate the operations of Elizabethtown Gas and Elkton Gas with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the proposed transaction, and our business, results of operations and financial condition could be materially and adversely affected.successful.

The agreements to sell certain non-core assets of the Company may not be consummated. An agreement to sell solar assets has been entered into with a third party, with actual sales occurring on a rolling basis as the conditions precedent to the closing of each solar project, including certain regulatory filings and receipt of consents to assignment of project contracts and permits, are satisfied. While certain consents have been received and the sale of certain projects has consummated, we cannot guarantee that all approvals and consents will occur.


Item 1B. Unresolved Staff Comments
 
None.


Item 2. Properties
 
The principal property of SJI consists of SJG's gas transmission and distribution systems that include mains, service connections and meters. The transmission facilities carry the gas from the connections with Transco and Columbia to SJG's distribution systems for delivery to customers. As of December 31, 2017,2018, there were approximately 146.2 miles of mains in the transmission systems and 6,6456,567 miles of mains in the distribution systems.
 
In 2018, SJG sold 117 acres of deed restricted land in Folsom. Currently, SJG owns approximately 15444 acres of land in Folsom, New Jersey which is the site of SJI's corporate headquarters. Approximately 14030 acres of this property is deed restricted. SJG also has office and service buildings at six other locations in its territory. There is a liquefied natural gas storage, liquefaction and vaporization facility at one of these locations.

In November 2018, SJG opened its corporate headquarters in Atlantic City, New Jersey.

ETG is headquartered in Union, NJ and owns approximately 3,200 miles of distribution pipeline in seven counties in northern and central New Jersey. ETG has office and service buildings at six other locations in its territory. ELK is headquartered in Elkton, MD and has one other service building in its territory.

As of December 31, 2017,2018, SJI's utility plant had a gross book value of $4.3 billion and net book value, after accumulated depreciation, of $3.6 billion. In 2018, SJI spent $341.1 million on additions to utility plant and nonutility property and equipment, and there were retirements of property having an aggregate gross book cost of $38.1 million. As of December 31, 2018, SJG's utility plant had a gross book value of $2.7$2.9 billion and a net book value, after accumulated depreciation, of $2.2$2.4 billion. In 2017,2018, SJG spent $248.9$241.9 million on additions to utility plant and there were retirements of property having an aggregate gross book cost of $26.6$26.8 million.
 

Virtually all of SJG'sthe Utilities transmission pipeline, distribution mains and service connections are under streets or highways or on the property of others. The transmission and distribution systems are maintained under franchises or permits or rights-of-way, many of which are perpetual. SJG'sThe Utilities' properties (other than property specifically excluded) are subject to a lien of mortgage under which its first mortgage bonds are outstanding. We believe these properties are generally well maintained and in good operating condition.
 
Nonutility property and equipment with a net book value of $546.1$99.6 million consists primarily of Marina's energy projects.thermal facility. This amount is reduced compared to the prior year due to the sale of certain solar assets (see Note 1 to the consolidated financial statements).
 
South Jersey Fuel, Inc.,SJF an inactive subsidiary, owns landreal estate in Deptford Township and owns real estate in Upper Township, New Jersey.

Item 3. Legal Proceedings

SJI and SJG are subject to claims arising in the ordinary course of business and other legal proceedings. SJI has been named in, among other actions, certain gas supply and capacity management contract disputes and certain product liability claims related to our former sand mining subsidiary.

SJI is currently involved in a pricing dispute related See Note 15 to 2 long-term gas supply contracts. On May 8, 2017, a jury from the United States District Court for the District of Colorado returned a verdict in favor of the plaintiff supplier. On July 21, 2017, the court entered final judgment against SJG and SJRG. As a result of this ruling, SJG and SJRG have accrued $20.4 million and $53.6 million, respectively, through December 31, 2017. We believe that the amount to be paid by SJG reflects a gas cost that ultimately will be recovered from SJG’s customers through adjusted rates. As such, this amount was recorded as both an Accounts Payable and a reduction of Regulatory Liabilities on the consolidated balance sheets of both SJI and SJG as of December 31, 2017. The amount associated with SJRG was also recorded as an Accounts Payablefinancial statements for more detail on the consolidated balance sheets of SJI as of December 31, 2017, with charges of $49.6 million to Cost of Sales - Nonutility on the consolidated statements of income of SJI for the year ended December 31, 2017. SJI also recorded $4.0 million to Interest Charges on the consolidated statements of income for the year ended December 31, 2017. The plaintiff supplier filed a second related lawsuit against SJG and SJRG in the United States District Court for the District of Colorado on December 21, 2017, alleging that SJG and SJRG have continued to breach the gas supply contracts notwithstanding the judgmentin the prior lawsuit.  The plaintiff supplier is seeking recovery of the amounts disputed by SJI since the earlier judgment, and a declaration regarding the price under the disputed contracts going forward until the contracts terminate in October 2019.  SJI moved to stay the second lawsuit pending resolution of the post-judgment motions in the first lawsuit and any appeal of that lawsuit.  All legal reserves related to this second lawsuit are recorded as part of the accrued amounts disclosed above.



South Jersey Industries, Inc.
Part I

SJI was involved in a dispute in the Court of Common Pleas of Philadelphia related to a three-year capacity management contract with a counterparty. The counterparty claimed that it was owed approximately $13.3 million, plus interest, from SJRG under a sharing credit within the contract. SJI settled with the counterparty for $9.5 million, which amount was recorded to Cost of Sales - Nonutility on SJI's consolidated statements of income for the year ended December 31, 2017. SJI made the payment in September 2017.

SJI was also involved in a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten-year period. In November 2017, SJI received a favorable decision from the FERC on this matter, which resulted in a total pre-tax income impact of $9.3 million. Of this amount, $7.4 million related to the actual overcharges and was recorded as a decrease to Cost of Sales - Nonutility on the consolidated statements of income for the year ended December 31, 2017. The remaining $1.9 million related to interest income and was recorded in Other Income on the consolidated statements of income for the year ended December 31, 2017. SJI received payment from the counterparty in November 2017.

Liabilities related to claims are accrued when the amount or range of amounts of probable settlement costs or other charges for these claims can be reasonably estimated. For matters other than the disputes that are noted above, SJI has accrued approximately $3.0 million and $3.1 million related to all claims in the aggregate as of December 31, 2017 and 2016, respectively, of which SJG has accrued approximately $0.7 million and $0.6 million as of December 31, 2017 and 2016, respectively. Although SJI and SJG do not presently believe that these matters will have a material adverse effect on its business, given the inherent uncertainties in such situations, SJI and SJG can provide no assurance regarding the outcome of litigation.
claims.

Item 4. Mine Safety Disclosures

Not applicable.


Item 4A. Executive Officers of the Registrant

Set forth below are the names, ages and positions of SJI's executive officers along with their business experience during the past five years. All executive officers of SJI are elected annually and serve at the discretion of the Board of Directors. All information is as of the date of the filing of this Report.

Name, age and position with the Company Period Served
   
Michael J. Renna, Age 5051
  
Chief Executive Officer April 2015 - Present
Director January 2014 - Present
President January 2014 - Present
Chief Operating Officer January 2014 - April 2015
Senior Vice President January 2013 - January 2014
   
Cielo Hernandez, Age 43
Chief Financial OfficerJanuary 2019 - Present
Senior Vice PresidentJanuary 2019 - Present
VP and Chief Financial Officer North America and Canada Region, Maersk LineFebruary 2015 - December 2018
VP & CFO Latin America Region, APM TerminalsNovember 2013 - January 2015
Stephen H. Clark, Age 5960
  
President, SJESAugust 2018 - Present
Chief Operating Officer, SJESAugust 2018 - Present
Executive Vice President January 2017 - Present
Senior Vice President April 2015 - December 2016
Chief Financial Officer November 2013 - Present
Vice PresidentJanuary 2013 - November 2013August 2018
Treasurer January 2004 - April 2014
   
Kenneth A. Lynch, Age 5253
  
Chief Accounting & Risk OfficerAugust 2018 - Present
Chief Risk Officer January 2017 - Present


South Jersey Industries, Inc.
Part I

Senior Vice President April 2015 - Present
Chief Accounting Officer January 2013 - December 2016
   
Kathleen A. McEndy, Age 6465
  
Chief Administrative Officer June 2015 - Present
Senior Vice President April 2015 - Present


South Jersey Industries, Inc.
Part I

Chief Human Resources Officer March 2013 - June 2015
Vice President March 2013 - April 2015
Principal, The McEndy Group, LLCJanuary 2009 - March 2013
   
Gregory M. NuzzoDavid Robbins, Jr., Age 4356
  
President, South Jersey Energy SolutionsSJIUAugust 2018 - Present
President, SJG January 2017 - Present
Chief Operating Officer, South Jersey Energy SolutionsJanuary 2017 - PresentAugust 2018
Senior Vice President April 2015 - Present
Vice President April 2014 - April 2015
Senior Vice President, South Jersey Energy SolutionsJanuary 2013 - December 2016
Senior Vice President, South Jersey Resources GroupJanuary 2013 - March 2014
David Robbins, Jr., Age 55
President, South Jersey Gas CompanyJanuary 2017 - Present
Senior Vice PresidentApril 2015 - Present
Vice PresidentApril 2014 - April 2015
Senior Vice President, South Jersey Energy SolutionsSJES January 2013 - December 2016
Chief Operating Officer, South Jersey Energy SolutionsSJES January 2013 - April 2014
   
Steven R. Cocchi, Age 4041
  
Chief Strategy &and Development Officer January 2018 - Present
Interim General Counsel August 2017 - December 2017
Senior Vice President, Strategy and Growth April 2017 - Present
Vice President, Strategy and Growth January 2017 - April 2017
Vice President, Rates and Regulatory Affairs April 2015 - January 2017
Director, Rates and Revenue Requirements October 2011 - April 2015
   
Melissa Orsen, Age 4243
  
Senior Vice President & General Counsel January 2018 - Present
Chief Executive Officer, New Jersey Economic Development Authority March 2015 - December 2017
Deputy Commissioner, New Jersey Department of Community Affairs March 2014 - March 2015
Chief of Staff & Lieutenant Governor, Office of the New Jersey Governor January 2011 - March 2014

PART II

Item 5. Market for the Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities

South Jersey Industries, Inc.

Market Price of Common Stock and Related Information
          
Quarter EndedMarket Price Per ShareDividends Quarter EndedMarket Price Per ShareDividends 
   Declared    Declared 
2017HighLowPer Share 2016HighLowPer Share 
          
March 31$35.97
$31.39
$0.273
 March 31$29.14
$22.06
$0.264
 
June 30$38.40
$33.93
$0.273
 June 30$31.64
$26.29
$0.264
 
September 30$36.41
$32.83
$0.273
 September 30$32.03
$28.17
$0.264
 
December 31$36.01
$30.75
$0.280
 December 31$34.85
$27.51
$0.273
 

These quotations are based on the list of composite transactions of the New York Stock Exchange. Our stock is traded on the New York Stock Exchange under the symbol SJI. We have declared and expect to continue to declare regular quarterly cash dividends. As of December 31, 2017,2018, the latest available date, our records indicate there were 6,5176,248 shareholders of record.

Stock Performance Graph

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in South Jersey Industries, Inc. common stock, as compared with the S&P 500 Stock Index and the S&P Utility Index for the five-year period through December 31, 2017.2018.

This performance chart assumes:

$100 invested on December 31, 20122013 in South Jersey Industries, Inc. common stock, in the S&P 500 Stock Index and in the S&P Utility Index; and
All dividends are reinvested.


chart-de43fda9720f532eb77.jpg

Dec-12Dec-13Dec-14Dec-15Dec-16Dec-17Dec-13Dec-14Dec-15Dec-16Dec-17Dec-18
S&P 500$100
$132
$151
$153
$171
$208
100
$114
$115
$129
$157
$150
S&P Utilities$100
$113
$146
$139
$162
$181
$100
$129
$123
$143
$160
$167
SJI$100
$115
$125
$104
$154
$147
$100
$109
$91
$134
$128
$119

Information required by this item is also found in Note 6 of the consolidated financial statements included under Item 8 of this Report.

SJI has a history of paying quarterly dividends and has a stated goal of increasing its dividend annually.
 
In 2017,2018, non-employee members of SJI's Board of Directors received an aggregate of 30,39426,416 shares of restricted stock, valued at that time at $1,022,454,$823,123, as part of their compensation for serving on the Board.

Issuer Purchases of Equity Securities - There were no purchases by SJI of its own common stock during the year ended December 31, 20172018.

South Jersey Gas Company

All of the outstanding common stock of SJG (its only class of equity securities) is owned by SJI. The common stock is not traded on any stock exchange.

SJG is restricted under its First Mortgage Indenture, as supplemented, as to the amount of cash dividends or other distributions that may be paid on its common stock. As of December 31, 2017,2018, these restrictions did not affect the amount that may be distributed from SJG’s retained earnings. SJG declared and paid cash dividends of $20.0 million in 2017 to SJI. No dividends were declared or paid on SJG's common stock in 2018 or 2016.


Item 6. Selected Financial Data 

Five-Year Summary of Selected Financial Data
(In Thousands Where Applicable)

South Jersey Industries, Inc. and Subsidiaries
Year Ended December 31,

The following financial data has been obtained from SJI’s consolidated financial statements (in thousands, except for ratios, shares data and earnings per share):

 20172016201520142013
      
Operating Results:     
   Operating Revenues$1,243,068
$1,036,500
$959,568
$886,996
$731,421
  
 
 
  
   Operating Income$4,410
$189,276
$156,894
$127,603
$69,636
  
 
 
  
   (Loss) Income from Continuing Operations$(3,404)$119,061
$105,610
$97,628
$82,389
   Discontinued Operations - Net (1)(86)(251)(503)(582)(796)
  
 
 
  
      Net (Loss) Income$(3,490)$118,810
$105,107
$97,046
$81,593
  
 
 
  
Total Assets$3,865,086
$3,730,567
$3,480,900
$3,349,425
$2,924,855
  
 
 
  
Capitalization: 
 
 
  
   Equity$1,192,409
$1,289,240
$1,037,539
$932,432
$827,000
   Long-Term Debt1,122,999
808,005
1,006,394
859,491
680,400
  
 
 
  
      Total Capitalization$2,315,408
$2,097,245
$2,043,933
$1,791,923
$1,507,400
  
 
 
  
Ratio of Earnings to Fixed Charges (2)0.5x5.4x3.8x
3.8x
3.0x
  
 
  
 
Diluted Earnings Per Common Share (Based on Average Diluted Shares Outstanding) (3):     
   Continuing Operations$(0.04)$1.56
$1.53
$1.47
$1.29
   Discontinued Operations - Net (1)

(0.01)(0.01)(0.01)
  
 
  
 
      Diluted Earnings Per Common Share (3)$(0.04)$1.56
$1.52
$1.46
$1.28
  
 
  
 
(Loss) Return on Average Equity (4)(0.3)%10.2%10.7%11.1%10.5%
  
 
  
 
Share Data: 
 
  
 
   Number of Shareholders of Record6.5
6.7
6.7
6.9
6.9
   Average Common Shares (3)79,541
76,362
68,735
66,278
63,978
   Common Shares Outstanding at Year End (3)79,549
79,478
70,966
68,334
65,430
   Dividend Reinvestment Plan: 
 
 
  
      Number of Shareholders5.0
5.2
5.2
5.2
5.2
      Number of Participating Shares (3)3,607
3,627
4,170
4,082
4,118
   Book Value at Year End (3)$14.99
$16.22
$14.62
$13.65
$12.64
 20182017201620152014
      
Operating Results:     
   Operating Revenues$1,641,338
$1,243,068
$1,036,500
$959,568
$886,996
  
 
 
 
 
   Income (Loss) from Continuing Operations$17,903
$(3,404)$119,061
$105,610
$97,628
   Discontinued Operations - Net (1)(240)(86)(251)(503)(582)
  
 
 
 
 
      Net Income (Loss)$17,663
$(3,490)$118,810
$105,107
$97,046
  
 
 
 
 
Total Assets$5,956,577
$3,865,086
$3,730,567
$3,480,900
$3,349,425
  
 
 
 
 
Capitalization: 
 
 
 
 
   Equity$1,267,022
$1,192,409
$1,289,240
$1,037,539
$932,432
   Long-Term Debt2,106,863
1,122,999
808,005
1,006,394
859,491
  
 
 
 
 

   Dividends Declared per Common Share (3)$1.10
$1.07
$1.02
$0.96
$0.90
   Market Price at Year End (3)$31.23
$33.69
$23.52
$29.46
$27.98
   Market-to-Book Ratio (3)2.1x2.1x1.6x
2.2x
2.2x
  
 
 
  
Consolidated Economic Earnings (5) 
 
 
  
   (Loss) Income from Continuing Operations$(3,404)$119,061
$105,610
$97,628
$82,389
Minus/Plus: 
 
  
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives and Realized Losses/(Gains) on Inventory Injection Hedges (6)14,558
(26,867)(8,355)8,211
23,422
Net Loss from Affiliated Companies, Not Part of Ongoing Operations (6,7)



1,252
Net Loss from Affiliated Companies (6,8)

(2,540)2,540

Unrealized Loss on Property, Plant and Equipment (9)91,299




Net Losses from Legal Proceedings (10)56,075




Acquisition Costs (11)19,564




Other (6,12)2,227
(165)(165)(165)(165)
Income Taxes (13)(70,834)10,813
4,424
(4,235)(9,804)
Additional Tax Adjustments (14)(11,420)



Economic Earnings$98,065
$102,842
$98,974
$103,979
$97,094
  
 
  
 
(Loss) Earnings per Share from Continuing Operations (3)$(0.04)$1.56
$1.53
$1.47
$1.29
Minus/Plus: 
 
  
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives and Realized Losses/(Gains) on Inventory Injection Hedges (6)0.18
(0.35)(0.12)0.12
0.36
Net Loss from Affiliated Companies, Not Part of Ongoing Operations (6,7)



0.02
Net Loss from Affiliated Companies (6,8)

(0.04)0.04

Unrealized Loss on Property, Plant and Equipment (9)1.14




Net Losses from Legal Proceedings (10)0.70




Acquisition Costs (11)0.25




Other (6,12)0.03




Income Taxes (13)(0.89)0.13
0.07
(0.06)(0.16)
Additional Tax Adjustments (14)(0.14)



Economic Earnings per Share (3)$1.23
$1.34
$1.44
$1.57
$1.51
      Total Capitalization$3,373,885
$2,315,408
$2,097,245
$2,043,933
$1,791,923
  
 
 
 
 
Ratio of Earnings to Fixed Charges (2)1.2x
0.5x
5.4x3.8x
3.8x
  
 
 
  
Diluted Earnings (Loss) Per Common Share (Based on Average Diluted Shares Outstanding) (3):     
   Continuing Operations$0.21
$(0.04)$1.56
$1.53
$1.47
   Discontinued Operations - Net (1)


(0.01)(0.01)
  
 
 
  
   Diluted Earnings (Loss) Per Common Share (3)$0.21
$(0.04)$1.56
$1.52
$1.46
  
 
 
  
Return (Loss) on Average Equity (4)1.5%(0.3)%10.2%10.7%11.1%
  
 
 
  
Share Data: 
 
 
  
   Number of Shareholders of Record6.3
6.5
6.7
6.7
6.9
   Average Common Shares (3)83,693
79,541
76,362
68,735
66,278
   Common Shares Outstanding at Year End (3)85,506
79,549
79,478
70,966
68,334
   Dividend Reinvestment Plan: 
 
 
 
 
      Number of Shareholders4.8
5.0
5.2
5.2
5.2
      Number of Participating Shares (3)3,317
3,607
3,627
4,170
4,082
   Book Value at Year End (3)$14.82
$14.99
$16.22
$14.62
$13.65
   Dividends Declared per Common Share (3)$1.13
$1.10
$1.07
$1.02
$0.96
   Market Price at Year End (3)$27.80
$31.23
$33.69
$23.52
$29.46
   Market-to-Book Ratio (3)1.9x2.1x2.1x1.6x
2.2x
  
 
 
  
Consolidated Economic Earnings (5) 
 
 
  
 Income (Loss) from Continuing Operations$17,903
$(3,404)$119,061
$105,610
$97,628
Minus/Plus: 
 
  
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives and Realized Losses/(Gains) on Inventory Injection Hedges (6)(35,846)14,558
(26,867)(8,355)8,211
Net Loss from Affiliated Companies (6,7)


(2,540)2,540
Loss on Property, Plant and Equipment (8)105,280
91,299



Net Losses from Legal Proceedings (9)5,910
56,075



Acquisition/Sale Costs (10)34,674
19,564



Customer Credits (11)15,333




ERIP (12)6,733




Other (6,13)
2,227
(165)(165)(165)
Income Taxes (14)(33,753)(70,834)10,813
4,424
(4,235)
Additional Tax Adjustments (15)
(11,420)


Economic Earnings$116,234
$98,065
$102,842
$98,974
$103,979
  
 
  
 
Earnings (Loss) per Share from Continuing Operations (3)$0.21
$(0.04)$1.56
$1.53
$1.47
Minus/Plus: 
 
  
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives and Realized Losses/(Gains) on Inventory Injection Hedges (6)(0.42)0.18
(0.35)(0.12)0.12
Net Loss from Affiliated Companies (6,7)


(0.04)0.04
Loss on Property, Plant and Equipment (8)1.24
1.14




Net Losses from Legal Proceedings (9)0.07
0.70



Acquisition/Sale Costs (10)0.41
0.25



Customer Credits (11)0.18




ERIP (12)0.08




Other (6,13)
0.03



Income Taxes (14)(0.39)(0.89)0.13
0.07
(0.06)
Additional Tax Adjustments (15)
(0.14)


Economic Earnings per Share (3,5)$1.38
$1.23
$1.34
$1.44
$1.57
 
(1)Represents discontinued business segments: sand mining and distribution operations sold in 1996 and fuel oil operations with related environmental liabilities in 1986 (See Note 3 to the consolidated financial statements).

(2)Calculated as Income (Loss) from Continuing Operations before Income Taxes and Interest Expense divided by Total Fixed Charges, which consists of Interest Expense and Capitalized Interest.

(3)All share and per share amounts were adjusted for all periods presented for the 2-for-1 stock split, effected in the form of a stock dividend, effective on May 8, 2015. See Note 1 to the consolidated financial statements.

(4)Calculated based on Income from Continuing Operations.


(5)This section includes the non-generally accepted accounting principles (“non-GAAP”)non-GAAP financial measures of Economic Earnings and Economic Earnings per share. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Report for a discussion regarding the use of non-GAAP financial measures and a reconciliation of income from Continuing Operations and earnings per share to Economic Earnings and Economic Earnings per share, respectively.

(6)Certain reclassifications have been made to the prior period numbers in these tables to conform to the current period presentation. The 2013-20152014-2015 numbers in these line items have been adjusted to be presented before income taxes.

(7)Resulting from the termination of the contract at LVE Energy Partners, LLC to design, build, own and operate a district energy system and central energy center for a planned resort in Las Vegas, Nevada.

(8)Resulting from a reserve for uncollectible accounts recorded by an Energenic subsidiary that owned and operated a central energy center and energy distribution system for a hotel, casino and entertainment complex in Atlantic City, New Jersey (see Note 7 to the consolidated financial statements). In 2014, this charge was excluded from Economic Earnings as the total economic impact of the proceedings had not been realized. During the second quarter 2015, the Company, through its investment in Energenic, reduced the carrying value of the investment in this project. As such, this charge is included in Economic Earnings in 2015.

(9)(8)Represents several impairment charges recorded during the year, including impairmentstaken in 2018 on solar generating facilities landfill gas-to-energy (LFGTE)(which was primarily driven by the purchase price in the agreement to sell solar assets being less than the carrying amount of the assets) along with LFGTE assets (which was primarily driven by the remaining carrying value of these assets no longer being recoverable. Also represents impairment charges taken in 2017 on solar generating facilities, LFGTE long-lived assets, LFGTE assets customer relationships, and goodwill (see Note 1 to the consolidated financial statements). The economic impact of these charges will not be realized until a future period.goodwill.

(10)(9)Represents net losses from three separate legal proceedings: (a) $55.6 million of pre-tax charges in 2017 and 2018, including interest, and legal fees and the realized difference in the market value of the commodity (including financial hedges) resulting from a ruling in a legal proceeding related to a pricing dispute between SJI and a gas supplier that began in October 2014; (b) a $9.8 million pre-tax charge in 2017, including legal fees, resulting from a settlement with a counterparty over a dispute related to a three-year capacity management contract; and (c) a $9.3 million pre-tax gain taken in 2017 resulting from a favorable FERC decision, including interest, over a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten-year period. See Note 15 to the consolidated financial statements. Since these net losses relate to transactions that primarily occurred in prior periods, these net losses are excluded from Economic Earnings.

(11)(10)
Represents costs incurred on the agreement to acquire the assets of Elizabethtown GasETG and Elkton Gas (see Note 1 toELK, including legal, consulting and other professional fees. Also included here are costs incurred on the consolidated financial statements). Sincesale of solar and SJE assets, partially offset by gains recorded on the economic impact will not be realized until future periods, this amount is excluded from Economic Earnings.
sale of solar assets.

(12)(11)Represents credits to ETG and ELK customers that were required as part of the Acquisition.

(12Represents costs incurred on the Company's ERIP as well as the benefit of amending the Company's OPEB.


(13)Included in this amount are amendments made to an existing interest rate derivative linked to unrealized losses previously recorded in Accumulated Other Comprehensive Loss (AOCL), whichAOCL. SJI reclassified this amount from AOCL to Interest Charges on the consolidated statements of income as a result of the prior hedged transactions being deemed probable of not occurring. Since the economic impact will not be realized until future periods, this amount is excluded from Economic Earnings. Also included is additional depreciation expense within Economic Earnings on twoa solar generating facilitiesfacility where an impairment charge was recorded in the past, which reduced the depreciable basis and recurring depreciation expense, and the related reduction in depreciation expense is beingwas added back.back in prior years.

(13)(14)Determined using a combined average statutory tax rate of approximately 25% for 2018, 39% for 2017 and 40% for 2016, 2015 and 2015.2014.

(14)(15)Represents one-time tax adjustments, most notably for Tax Reform, which was signed into law in December 2017. See Note 4 to the consolidated financial statements.Reform.



The following financial data has been obtained from SJG’s financial statements (in thousands, except for ratios and customers):

Year Ended December 31,Year Ended December 31,
2017 2016 2015 2014 20132018 2017 2016 2015 2014
Operating Revenues$517,254
 $461,055
 $534,290
 $501,875
 $446,480
$548,000
 $517,254
 $461,055
 $534,290
 $501,875
                  
Operating Income136,487
 $122,455
 $119,585
 $113,690
 $105,822
         
Net Income$72,557
 $69,045
 $66,578
 $66,483
 $62,236
$82,949
 $72,557
 $69,045
 $66,578
 $66,483
                  
Average Shares of Common Stock Outstanding2,339
 2,339
 2,339
 2,339
 2,339
2,339
 2,339
 2,339
 2,339
 2,339
                  
Ratio of Earnings to Fixed Charges (1)5.4x
 5.5x
 5.4x
 5.4x
 5.3x
4.5x
 5.4x
 5.5x
 5.4x
 5.4x

As of December 31,As of December 31,
2017 2016 2015 2014 20132018 2017 2016 2015 2014
Property, Plant and Equipment, Net$2,154,083
 $1,952,912
 $1,770,766
 $1,589,369
 $1,424,775
$2,383,459
 $2,154,083
 $1,952,912
 $1,770,766
 $1,589,369
                  
Total Assets$2,865,974
 $2,551,923
 $2,288,204
 $2,185,672
 $1,909,126
$3,118,236
 $2,865,974
 $2,551,923
 $2,288,204
 $2,185,672
                  
Capitalization:                  
Common Equity$921,433
 $839,900
 $707,927
 $680,568
 $610,969
$1,008,022
 $921,433
 $839,900
 $707,927
 $680,568
Long-Term Debt758,052
 423,177
 584,082
 507,091
 454,000
874,507
 758,052
 423,177
 584,082
 507,091
Total Capitalization$1,679,485
 $1,263,077
 $1,292,009
 $1,187,659
 $1,064,969
$1,882,529
 $1,679,485
 $1,263,077
 $1,292,009
 $1,187,659
                  
Total Customers383,633
 377,625
 373,100
 366,854
 362,256
391,092
 383,633
 377,625
 373,100
 366,854

(1) The ratio of earnings to fixed charges represents, on a pre-tax basis, the number of times earnings cover fixed charges. Earnings consist of net income, to which has been added fixed charges and taxes based on income of SJG. Fixed charges consist of interest charges and capitalized interest.


Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Introduction

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

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

SJI - This section describes the financial condition and results of operations of South Jersey Industries, Inc.SJI and its subsidiaries on a consolidated basis. It includes discussions of our regulated operations, including South Jersey Gas Company (SJG),SJG, and our non-regulated operations.

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

Both sections of Management's Discussion - SJI and SJG - are designed to provide an understanding of each company's respective operations and financial performance and should be read in conjunction with each other as well as in conjunction with the respective company's financial statements and the combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Unless otherwise noted, earnings per share amounts are presented on a diluted basis, and are based on weighted average common and common equivalent shares outstanding.


OVERVIEW - South Jersey Industries, Inc. (SJI orSJI (or the Company) is an energy services holding company that provides a variety of products and services through the following wholly-owned subsidiaries:

South Jersey Gas Company (SJG)SJIU

SJIU was established as a subsidiary of SJI for the purpose of serving as a holding company that owns SJG, and, as of July 1, 2018, ETG and ELK.

SJG

SJG, a New Jersey corporation, is an operating public utility company engaged in the purchase, transmission and sale of natural gas for residential, commercial and industrial use. SJG also sells natural gas and pipeline transportation capacity (off-system sales) on a wholesale basis to various customers on the interstate pipeline system and transports natural gas purchased directly from producers or suppliers to their customers. SJG contributed approximately $72.6$82.9 million to SJI's net income on a consolidated basis in 2017.2018.

SJG's service territory covers approximately 2,500 square miles in the southern part of New Jersey. It includes 115117 municipalities throughout Atlantic, Cape May, Cumberland and Salem Counties and portions of Burlington, Camden and Gloucester Counties, with an estimated permanent population of 1.2 million.Counties. SJG benefits from its proximity to Philadelphia, PA and Wilmington, DE on the western side of its service territory and the popular shore communities on the eastern side. Continuing expansion of SJG's infrastructure throughout its seven-county region has fueled annual customer growth and creates opportunities for future extension into areas not yet served by natural gas.

SJG believes there is an ongoing transition of southern New Jersey's oceanfront communities from seasonal resorts to year round economies. In mainland communities, building expansions in the medical, education and retail sectors contributed to SJG's growth. At present, SJG serves approximately 71% of households within its territory with natural gas. SJG also serves southern New Jersey's diversified industrial base that includes processors of petroleum and agricultural products; chemical, glass and consumer goods manufacturers; and high technology industrial parks.


As of December 31, 2017,2018, SJG served 383,633391,092 residential, commercial and industrial customers in southern New Jersey, compared with 377,625383,633 customers at December 31, 2016.2017.  No material part of SJG's business is dependent upon a single customer or a few customers. Gas sales, transportation and capacity release for 20172018 amounted to 151.3159.1 MMdts, of which 54.358.2 MMdts were firm sales and transportation, 1.1 MMdts were interruptible sales and transportation and 95.999.8 MMdts were off-system sales and capacity release. The breakdown of firm sales and transportation includes 43.7%46.3% residential, 21.6%22.4% commercial, 20.9%18.4% industrial, and 13.8%12.9% cogeneration and electric generation. As of December 31, 2017,2018, SJG served 358,026365,009 residential customers, 25,18425,657 commercial customers and 423426 industrial customers.  This includes 20172018 net additions of 5,5996,983 residential customers and 409476 commercial and industrial customers.

SJG makes wholesale gas sales to gas marketers for resale and ultimate delivery to end users. These “off-system” sales are made possible through the issuance of the Federal Energy Regulatory Commission (FERC)FERC Orders No. 547 and 636. Order No. 547 issued a blanket certificate of public convenience and necessity authorizing all parties, which are not interstate pipelines, to make FERC jurisdictional gas sales for resale at negotiated rates, while Order No. 636 allowed SJG to deliver gas at delivery points on the interstate pipeline system other than its own city gate stations and release excess pipeline capacity to third parties. During 2017,2018, off-system sales amounted to 25.613.6 MMdts and capacity release amounted to 70.386.2 MMdts.

Supplies of natural gas available to SJG that are in excess of the quantity required by those customers who use gas as their sole source of fuel (firm customers) make possible the sale and transportation of gas on an interruptible basis to commercial and industrial customers whose equipment is capable of using natural gas or other fuels, such as fuel oil and propane. The term “interruptible” is used in the sense that deliveries of natural gas may be terminated by SJG at any time if this action is necessary to meet the needs of higher priority customers as described in SJG's tariffs. In 2017,2018, usage by interruptible customers, excluding off-system customers, amounted to 1.1 MMdts, or approximately 1% of the total throughput.

SouthETG/ELK

On July 1, 2018, SJI, through its wholly-owned subsidiary SJIU, acquired the assets of ETG and ELK from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas (see Note 20 to the consolidated financial statements).

ETG is a regulated natural gas utility which distributes natural gas in seven counties in northern and central New Jersey. ETG serves residential, business and industrial customers, with a service territory that covers the northern part of New Jersey, Energy Solutions, LLCincluding 86 municipalities throughout Union, Middlesex, Sussex, Warren, Hunterdon, Morris and Mercer Counties. ETG was founded in 1855 and is based in Union, New Jersey. ETG had a net loss of approximately $5.0 million, which reduced SJI's net income on a consolidated basis in 2018 by such amount.

ETG believes growth exists in the expansion of its Northwestern service territory, the Franklin/Sparta area, and the Hackettstown Interconnect. At present, ETG serves approximately 56% of households within its territory with natural gas. ETG also serves northern New Jersey's diversified industrial base that includes pharmaceutical, food and beverage, and transportation industries.

As of December 31, 2018, ETG served 293,672 customers in northern and central New Jersey, including 270,342 residential customers, 23,233 commercial customers and 97 industrial customers.  No material part of ETG's business is dependent upon a single customer or a few customers. Gas sales and transportation for July 1 - December 31, 2018 (post-Acquisition) amounted to 212.9 MMdts, of which 176.7 MMdts were firm sales and transportation and 36.2 MMdts were interruptible sales and transportation. The breakdown of firm sales and transportation includes 93.9 MMdts residential, 56.4 MMdts commercial, and 62.6 MMdts industrial.

ELK is a regulated natural gas utility which distributes natural gas in northern Maryland. ELK's service territory covers approximately six square miles in Elkton, Maryland with an estimated permanent population of 16,000. At present, ELK serves approximately 44% of households within its territory with natural gas. ELK's diverse customer base includes residential and commercial accounts coupled with a significant industrial presence in the military and defense, pharmaceutical, chemical and textile industries.

SJES

SJI groups its nonutility operations into two categories: Energy Group and Energy Services. Energy Group includes wholesale energy retail gas and other, and retail electric operations. Energy Services includes on-site energy production and appliance service operations. SJI established South Jersey Energy Solutions, LLC (SJES)SJES as a direct subsidiary for the purpose of serving as a holding company for all of SJI's non-utility businesses. The following businesses are wholly-owned subsidiaries of SJES:

South Jersey Energy Company (SJE)
SJE

SJE provides services for the acquisition and transportation of natural gas and electricity for retail end users and markets total energy management services. SJE markets natural gas and electricity to commercial and industrial customers. SJE became active in the residential market for electricity beginning in March 2016 as a result of several municipal aggregation bids won in the second half of 2015. Most customers served by SJE are located within New Jersey, northwestern Pennsylvania and New England. In 2017,2018, SJE contributedhad a net loss of approximately $1.3$6.0 million towhich reduced SJI's net income on a consolidated basis.basis by such amount.

South Jersey Resources Group, LLC (SJRG)On November 30, 2018, SJI sold the retail gas assets of SJE for total consideration of $15.0 million. As a result of this agreement, SJE no longer acquires, transports or markets natural gas for retail markets. See Note 1 to the consolidated financial statements.

SJRG

SJRG markets natural gas storage, commodity and transportation assets along with fuel management services on a wholesale basis. Customers include energy marketers, electric and gas utilities, power plants and natural gas producers. SJRG's marketing activities occur mainly in the mid-Atlantic, Appalachian and southern regions of the country.

SJRG also conducts price risk management activities by entering into a variety of physical and financial transactions including forward contracts, swap agreements, option contracts and futures contracts. In 2017,2018, SJRG had a net loss ofcontributed approximately $23.5$66.2 million which reducedto SJI's net income on a consolidated basis by such amount.basis.

South Jersey Exploration, LLC (SJEX)SJEX

SJEX owns oil, gas and mineral rights in the Marcellus Shale region of Pennsylvania. SJEX is a wholly-owned subsidiary of SJES and is also considered part of SJI's wholesale energy operations. In 2017,2018, SJEX contributed approximately $0.2 million to SJI's net income on a consolidated basis.

Marina Energy LLC (Marina)

Marina develops and operates on-site energy-related projects. Marina's largest wholly-owned operating project provides cooling, heating and emergency power to the Borgata Hotel Casino & Spa in Atlantic City, NJ.  Marina also owns numerous solar generation projects.

Other entities that are wholly owned by Marina are ACB, Energy Partners, LLC (ACB), AC Landfill Energy, LLC (ACLE), BC Landfill Energy, LLC (BCLE), SC Landfill Energy, LLC (SCLE), SX Landfill Energy, LLC (SXLE), MCS Energy Partners, LLC (MCS), NBS Energy Partners, LLC (NBS) & SBS Energy Partners, LLC (SBS).ACLE, BCLE, SCLE, and SXLE.

ACB owns and operates a natural gas fueled combined heating, cooling and power facility located in Atlantic City, New Jersey.

ACLE, BCLE, SCLE and SXLE own and operate landfill gas-to-energy production facilities in Atlantic, Burlington, Salem and Sussex Counties in New Jersey.

On June 27, 2018, the Company, through Marina, entered into a series of agreements whereby Marina agreed to sell its portfolio of solar energy assets to a third-party buyer. As part of these agreements, Marina has agreed to sell its distributed solar energy projects located across New Jersey, Maryland, Massachusetts and Vermont. As of December 31, 2018, the Company earned cash of $228.1 million related to the closing of these projects, which included selling the wholly-owned subsidiaries MCS, NBS and SBS, ownalong with $62.5 million related to the sale of certain SRECs. The Company currently has projects that have not yet closed and operate solar-generation sites locatedare expected to be sold in New Jersey.2019. See Note 1 to the consolidated financial statements.

In 2017,2018, Marina had a net loss of approximately $60.5$78.0 million, which reduced SJI's net income on a consolidated basis by such amount.

South Jersey Energy Service Plus, LLC (SJESP)SJESP

SJESP serviced residential and small commercial HVAC systems, installed small commercial HVAC systems, provided plumbing services and serviced appliances under warranty via a subcontractor arrangement as well as on a time and materials basis. On September 1, 2017, SJESP sold certain assets of its residential and small commercial HVAC and plumbing business to a third party. SJESP will receivereceives commissions paid on service contracts from thea third party on a go forward basis. This transaction did not have a material impact on the consolidated financial statements.party. In 2017,2018, SJESP contributed approximately $0.2$1.5 million to SJI's net income on a consolidated basis.

SJI Midstream LLC (Midstream)

Midstream owns a 20% equity investment in PennEast, Pipeline Company, LLC, through which SJI, along with other investors, expect to construct an approximately 118-mile natural gas pipeline that will extend from Northeastern Pennsylvania into New Jersey. Construction is expected to begin in 20182019 and is estimated to be completed in the second half of 2019.late 2020. In 2017,2018, Midstream contributed approximately $4.6$3.1 million to SJI's net income on a consolidated basis.

Other

Energy & Minerals, Inc. (EMI)EMI principally manages liabilities associated with its discontinued operations of nonutility subsidiaries.

In October 2017, SJI announced that it had entered into agreements to acquire the assets of Elizabethtown Gas and Elkton Gas from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas. SJI is acquiring the assets of both companies for total consideration of $1.7 billion. The transaction is expected to close in mid-2018, and is subject to approvals by the New Jersey Board of Public Utilities (BPU) and the Maryland Public Service Commission (PSC), with limited approvals also required from the Federal Energy Regulatory Commission (FERC) and the Federal Communications Commission (FCC), as well as certain anti-trust filings and approvals. Costs incurred through December 31, 2017 were $12.0 million, after-tax, which reduced SJI's net income on a consolidated basis by such amount.


Primary Factors Affecting SJI's Business

SJI's statedcurrent long-term goals are to: 1) Growto grow Economic Earnings to $160 million by 2020; 2) Improve thePer Share 6-8% annually while maintaining high quality of earnings; 3) Maintain the strength of theearnings, a strong balance sheet;sheet and 4) Maintain a low-to-moderate risk profile. Management established those goals in conjunction with SJI's Board of Directors based upon a number of different internal and external factors that characterize and influence SJI's current and expected future activities.


The following is a summary of the primary factors we expect to have the greatest impact on SJI's performance and ability to achieve the long-term goals going forward:

Business Model - In developing SJI's current business model, our focus has been on our core utilityUtilities and natural extensions of that business.those businesses. That focus enables us to concentrate on business activities that match our core competencies. Going forward we expect to pursue business opportunities that fit this model.

Customer Growth - Southern New Jersey, ourSJG's primary area of operations, has not been immune to the issues impacting the new housing market nationally. Residential new construction activity remains steady, supported by growth in higher density and multi-family units. Customers for SJG grew 1.6%1.9% for 20172018 as SJG continues its focus on customer conversions.  In 2017,2018, the 6,1087,191 consumers converting their homes and businesses from other heating fuels, such as electric, propane or oil, represented approximately 71%78% of the total new customer acquisitions for the year. In comparison, conversions over the past five years averaged 5,4805,904 annually. Customers in SJG's service territory typically base their decisions to convert on comparisons of fuel costs, environmental considerations and efficiencies. While oil and propane prices have become more competitive with natural gas in the past two years, affecting the number of conversions, SJG began a comprehensive partnership with the State’s Office of Clean Energy to educate consumers on energy efficiency and to promote the rebates and incentives available to natural gas users.

Central and Northern NJ, ETG's primary area of operations continues to grow in multifamily housing and gas infrastructure extensions to unserved areas.  While ETG continues to partner with builders in the new construction sector with the view of increasing natural gas burner tips, ETG is pursuing conversions throughout its service territory.  As a result, customer additions for ETG grew approximately 1.1%.  In 2018, 1,590 consumers converted their homes and businesses from other heating fuels, such as electric, propane or oil, representing approximately 50% of the total new customer acquisitions for the year.  In comparison, conversions over the past five years average 1,499 annually while new construction averaged 1,327 over the same period.   Customers in ETG service territories typically base their decisions to convert on fuel cost savings, efficiencies, and fuel stability pricing.  ETG leverages its comprehensive partnership with the State’s Office of Clean Energy to educate consumers on energy efficiency and to promote the rebates and incentives available to natural gas users.

Regulatory Environment - SJG isand ETG are primarily regulated by the New Jersey Board of Public Utilities (BPU).BPU; ELK is regulated by the MPSC. The BPU approvesBPU/MPSC approve the rates that SJG charges itsare charged to rate-regulated customers for services provided and the terms of service under which SJG operates.the Utilities operate. The rates and established terms of service are designed to enable SJGthe Utilities to obtain a fair and reasonable return on capital invested.

SJG’s BPU approved Conservation Incentive Program (CIP), effective October 1, 2006,CIP protects SJG's net income from severe fluctuations in gas used by residential, commercial and small industrial customers. In addition, in February 2013, the BPU issued an Order approving the Accelerated Infrastructure Replacement Program (AIRP),SJG's AIRP is a $141.2 million program to replace cast iron and unprotected bare steel mains and services over a four -year period. As of December 1, 2016, allservices. All AIRP investments are reflected in base rates. Additionally, the BPU issued an Order approving an extension of the AIRP for a 5-yearfive-year period (“AIRP II”), commencing October 1, 2016, with authorized investments of up to $302.5 million to continue replacing cast iron and unprotected bare steel mains and associated services. SJG earns a return on AIRP II investments once they are placed in service and thereafter, once they are included in rate base, through annual filings. The BPU also issued an Order in August 2014 approving the Storm Hardening and Reliability Program (SHARP),SJG's SHARP is a $103.5 million program to replace low-pressure distribution mains and services with high-pressure mains and services in coastal areas that are susceptible to flooding during major storms over a three-year period.storms. In September 2017, TheMay 2018, the BPU issued an Orderorder approving an increase in annual revenues from base ratesa second phase of $3.6the SHARP ("SHARP II") for a three-year period, commencing June 1, 2018, with authorized investments of up to $100.3 million to reflect the roll-in of $33.3 million SHARP investments made from July 2016 through June 2017, effective October 1, 2017. In November 2017, SJG filed a petition with the BPU to continue its storm hardening program, proposing a three-year effortefforts to further improve safety, redundancy and total investmentresiliency of $110.25 million. SJG proposedSJG’s natural gas system in coastal areas. Pursuant to recover the order, SHARP II investments are to be recovered through annual base rate adjustments, with no impact to customers billing until October 2019. The related petition is currently pending BPU approval.adjustments.

Effective November 1, 2017, the BPU granted SJG a base rate increase of $39.5 million (see Note 10 to the consolidated financial statements).


Effective July 1, 2017, the BPU granted ETG a base rate increase of $13.3 million (see Note 10 to the consolidated financial statements).

Consistent with Acquisition approval, SJI was required to develop a plan, in concert with the BPU and the New Jersey Division of Rate Counsel, to address the replacement of ETG's aging infrastructure. In October 2018, ETG filed an IIP petition with the BPU pursuant to rules adopted by the BPU in December 2017 pertaining to utility infrastructure investments. The IIP petition seeks authority to recover the costs associated with ETG's initial investment of approximately $518.0 million from 2019-2023 to, among other things, replace its cast-iron and low-pressure vintage main and related services. The IIP petition includes a request for timely recovery of ETG's investment on a semi-annual basis through a separate rate mechanism. A resolution of the IIP petition is pending.

Weather Conditions and Customer Usage Patterns - Usage patterns can be affected by a number of factors, such as wind, precipitation, temperature extremes and customer conservation. SJG's earnings are largely protected from fluctuations in temperatures by the CIP. The CIP has a stabilizing effect on utility earnings as SJG adjusts revenues when actual usage per customer experienced during an annual period varies from an established baseline usage per customer. The WNC rate allows ETG to implement surcharges or credits during the months of October through May to compensate for weather-related changes in customer usage from the previous winter period. Our nonutility retail marketing business is directly affected by weather conditions, as it does not have regulatory mechanisms that address weather volatility. The impact of different weather conditions on the earnings of our nonutility businesses is dependent on a range of different factors. Consequently, weather may impact the earnings of SJI's various subsidiaries in different, or even opposite, ways. Further, the profitability of individual subsidiaries may vary from year-to-year despite experiencing substantially similar weather conditions.

Changes in Natural Gas Electricity and Solar Renewable Energy Credit (SREC)Electricity Prices - The utility'sUtilities' gas costs are passed on directly to customers without any profit margin added by SJG.added. The price the utility charges itsUtilities charge their periodic customers is set annually, with a regulatory mechanism in place to make limited adjustments to that price during the course of a year. In the event that gas cost increases would justify customer price increases greater than those permitted under the regulatory mechanism, SJGthe Utilities can petition the BPUBPU/MPSC for an incremental rate increase. High prices can make it more difficult for SJG's customers to pay their bills and may result in elevated levels of bad-debt expense. Among our nonutility activities, the business most likely to be impacted by changes in natural gas prices is our wholesale gas marketing business. Wholesale gas marketing typically benefits from volatility in gas prices during different points in time. The actual price of the commodity does not typically have an impact on the performance of this business line.  Our ability to add and retain customers at our retail marketing business is affected by the relationship between the price that the utility charges customers for gas or electric and the cost available in the market at specific points in time.  However, retail marketing accounts for a very small portion of SJI's overall activities. Marina Energy’s SREC portfolio typically benefits

from increases in individual SREC spot markets for any current or future energy year.  Positive spot market movement affords Marina a potential opportunity to sell open production and improve upon or solidify future SREC revenue streams for particular SREC products. 

Fuel Supply Management - SJRG has acquired pipeline transportation capacity that allows SJRG to match end users, many of which are merchant generators, with producers looking to find a long-term solution for their supply. We currently have eleven fuel supply management transactions under contract and expect to continue expanding this business.

Midstream Investments - Design, engineering and environmental assessments continue moving forward onMidstream owns a 20% equity investment in PennEast, through which SJI, along with other investors, expect to construct an approximately 118-mile natural gas pipeline inthat will extend from Northeastern Pennsylvania andinto New Jersey. In September 2015, Midstream, along with other partners in the project,PennEast submitted an application to FERC for a permit to proceed with construction. In January 2018, the Certificate of Public Convenience and Necessity was approved by the FERC.  This authorizesauthorized PennEast of which Midstream has a 20% equity interest, to construct, install, own, operate and maintain this pipeline. In FebruaryWhile opponents of the project have filed a variety appeals and several are still pending, a December 2018 ruling from the U.S. District Court of New Jersey Department of Environmental Protection filed a motionallowed PennEast to proceed with survey work that is expected to enable it to complete and submit permit applications to the FERC for reconsideration of this approval.NJDEP. We expect to make additional investments in similar midstream projects.
 
Changes in Interest Rates - SJI has operated in a relatively low interest rate environment over the past several years. Rising interest rates would raise the expense associated with existing variable-rate debt and all issuances of new debt. We have sought to mitigate the impact of a potential rising rate environment by directly issuing fixed-rate debt, or by entering into derivative transactions to hedge against rising interest rates.


Labor and Benefit Costs - Labor and benefit costs have a significant impact on SJI's profitability. Benefit costs, especially those related to pension and health care, have risen in recent years. We seek to manage these costs by revising health care plans offered to existing employees, capping postretirement health care benefits, and changing health care and pension packages offered to new hires. In addition, the Company offered an ERIP to non-union, non-Officer employees over the age of 55 years old with 20 or more years of service to the Company as well as to Officers over the age of 55 years old with 5 or more years of service to the Company (see Note 1 to the consolidated financial statements). We expect savings from these changes to gradually increase as new hires replace retiring employees. SJI's workforce totaled approximately 7601,100 employees at the end of 2017,2018, approximately 530550 of which were SJG employees. Of that total, approximately 300those totals, 495 of both SJI employees are unionized and 317 SJG employees are unionized (all of SJI's unionized employees are with SJG)SJG or ETG).

Balance Sheet Strength - SJI's and SJG's goal is to maintain a strong balance sheet. SJI's average equity-to-capitalization ratio was approximately 47%33% and 48%47% as calculated for the four quarters of 2018 and 2017, and 2016, respectively.respectively, with the decrease in 2018 due to debt incurred to fund the Acquisition (see Note 14 to the consolidated financial statements). SJG's average equity-to-capitalization ratio was approximately 54%52% and 52%54% as calculated for the four quarters of 20172018 and 2016,2017, respectively. A strong balance sheet assists us in maintaining the financial flexibility necessary to take advantage of growth opportunities and to address volatile economic and commodity markets while maintaining a low-to-moderate risk platform.


CRITICAL ACCOUNTING POLICIES - ESTIMATES AND ASSUMPTIONS - As described in the notes to our consolidated financial statements, management must make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results could differ from those estimates. FiveCertain types of transactions presented in our consolidated financial statements require a significant amount of judgment and estimation. These relate to regulatory accounting, derivatives, environmental remediation costs, pension and other postretirement benefit costs, revenue recognition, and revenue recognition.goodwill.

Regulatory Accounting - SJI's largest subsidiary, SJG, maintains itsThe Utilities maintain their accounts according to the Uniform System of Accounts as prescribed by the BPU.BPU (SJG and ETG) or the MPSC (ELK). As a result of the ratemaking process, SJG isthe Utilities are required to follow Financial Accounting Standards Board (FASB)FASB ASC Topic 980 - “Regulated Operations.Operations,” SJG is required under Topic 980which requires them to recognize the impact of regulatory decisions on itstheir financial statements. SJG isThe Utilities are required under its Basic Gas Supply Service (BGSS) clausetheir BGSS clauses to forecast itstheir natural gas costs and customer consumption in setting itstheir rates. Subject to BPUregulator approval, SJG isthey are able to recover or return the difference between gas cost recoveries and the actual costs of gas through a BGSS charge to customers. SJG recordsThe Utilities record any over/under recoveries as a regulatory asset or liability on the consolidated balance sheets and reflectsreflect them in the BGSS charge to customers in subsequent years. SJGThe Utilities also entersenter into derivatives that are used to hedge natural gas purchases. The offset to the resulting derivative assets or liabilities is recorded as a regulatory asset or liability on the consolidated balance sheets. See additional detailed discussions on Rates and Regulatory Actions in Note 10 to the consolidated financial statements.
 
Derivatives - SJI recognizes assets or liabilities for contracts that qualify as derivatives that are entered into by its subsidiaries when such contracts are executed. We record contracts at their fair value in accordance with FASB ASC Topic 815 - “Derivatives and Hedging.”  We record changes in the fair value of the effective portion of derivatives qualifying as cash flow hedges, net of tax, in Accumulated Other Comprehensive Loss (AOCL)AOCL and recognize such changes in the income statement when the hedged item affects earnings. Changes in the fair value of derivatives not designated as hedges are recorded in earnings in the current period. Currently we do not have any energy-related derivative instruments designated as cash flow hedges. Hedge accounting has been discontinued for the remaining interest rate derivatives. As a result, unrealized gains and losses on these derivatives, that

were previously recorded in AOCL on the consolidated balance sheets, are being recorded into earnings over the remaining life of the derivative.

Certain derivatives that result in the physical delivery of the commodity may meet the criteria to be accounted for as normal purchases and normal sales, if so designated, in which case the contract is not marked-to-market, but rather is accounted for when the commodity is delivered. Due to the application of regulatory accounting principles generally accepted in the United States of America (GAAP),GAAP, derivatives related to SJG's gas purchases that are marked-to-market are recorded through the BGSS.  SJG periodically enters into financial derivatives to hedge against forward price risk. These derivatives are recorded at fair value with an offset to regulatory assets and liabilities through SJG's BGSS, subject to BPU approval (See Notes 10 and 11 to the consolidated financial statements). We adjust the fair value of the contracts each reporting period for changes in the market.  


As discussed in Notes 16 and 17 of the consolidated financial statements, energy-related derivative instruments are traded in both exchange-based and non-exchange-based markets. Exchange-based contracts are valued using unadjusted quoted market sources in active markets and are categorized in Level 1 in the fair value hierarchy established by FASB ASC Topic 820 - “Fair Value Measurements and Disclosures.” Certain non-exchange-based contracts are valued using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask mid-point prices and are obtained from sources that management believes provide the most liquid market.  Management reviews and corroborates the price quotations with at least one additional source to ensure the prices are observable market information, which includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. Derivative instruments that are used to limit our exposure to changes in interest rates on variable-rate, long-term debt are valued using quoted prices on commonly quoted intervals, which are interpolated for periods different than the quoted intervals, as inputs to a market valuation model. Market inputs can generally be verified and model selection does not involve significant management judgment, as a result, these instruments are categorized in Level 2 in the fair value hierarchy. For non-exchange-based derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs.  In instances where observable data is unavailable, management considers the assumptions that market participants would use in valuing the asset or liability.  This includes assumptions about market risks such as liquidity, volatility and contract duration.  Such instruments are categorized in Level 3 in the fair value hierarchy as the model inputs generally are not observable. Counterparty credit risk and the credit risk of SJI, are incorporated and considered in the valuation of all derivative instruments as appropriate. The effect of counterparty credit risk and the credit risk of SJI on the derivative valuations is not significant.

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

Level 3 valuation methods for natural gas derivative contracts include utilizing another location in close proximity adjusted for certain pipeline charges to derive a basis value. The significant unobservable inputs used in the fair value measurement of certain natural gas contracts consist of forward prices developed based on industry-standard methodologies. Significant increases (decreases) in these forward prices for purchases of natural gas would result in a directionally similar impact to the fair value measurement and for sales of natural gas would result in a directionally opposite impact to the fair value measurement. Level 3 valuation methods for electric represent the value of the contract marked to the forward wholesale curve, as provided by daily exchange quotes for delivered electricity. The significant unobservable inputs used in the fair value measurement of electric contracts consist of fixed contracted electrical load profiles; therefore, no change in unobservable inputs would occur. Unobservable inputs are updated daily using industry-standard techniques. Management reviews and corroborates the price quotations to ensure the prices are observable which includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration.

Environmental Remediation Costs - We estimate a range of future costs based on projected investigation and work plans using existing technologies. In preparing consolidated financial statements, SJI records liabilities for future costs using the lower end of the range because a single reliable estimation point is not feasible due to the amount of uncertainty involved in the nature of projected remediation efforts and the long period over which remediation efforts will continue. We update estimates each year to take into account past efforts, changes in work plans, remediation technologies, government regulations and site specific requirements (see Note 15 to the consolidated financial statements).


Pension and Other Postretirement Benefit Costs - The costs of providing pension and other postretirement employee benefits are impacted by actual plan experience as well as assumptions of future experience. Employee demographics, plan contributions, investment performance, and assumptions concerning mortality, return on plan assets, discount rates and health care cost trends all have a significant impact on determining our projected benefit obligations. We evaluate these assumptions annually and adjust them accordingly. These adjustments could result in significant changes to the net periodic benefit costs of providing such benefits and the related liabilities recognized by SJI.    

During 2016, a combination of factors resulted in loweringIn 2019, the Company’s expectedCompany expects its cost of providing pension and other postretirement healthcare coststo decrease approximately
$1.5 million, due to an increase in 2017. These include increasing discount rates and updated mortality tables released bya full year of the Societyacquired companies. In 2019, the acquired companies are estimated to generate net periodic benefit income of Actuaries in late 2016.

During 2017, the Company's expected cost of providing pension and other postretirement healthcare in 2018 increased primarily due to updates to census data and decreasing discount rates resulting from lower market interest rates at the end of 2017. As a result, the Company is estimating a $1.8 million net increase in the cost of providing these benefits in 2018.approximately $1.0 million. Additional information regarding investment returns and assumptions can be found in Pension and Other Postretirement Benefits in Note 12 to the consolidated financial statements.

Revenue Recognition - Gas and electricity revenues are recognized in the period the commodity is delivered to customers. SJG, SJRG and SJEAll SJI entities bill customers monthly. A majority of SJG and SJE customers have their meters read on a cycle basis throughout the month. For SJG and SJE retail customers that are not billed at the end of each month, we record an estimate to recognize unbilled revenues for gas/electricity delivered from the date of the last meter reading to the end of the month. SJG's and SJE'sThe Utilities' unbilled revenue for natural gas is estimated each month based on monthly deliveries into the system; unaccounted for natural gas based on historical results; customer-specific use factors, when available; actual temperatures during the period; and applicable customer rates. SJE's unbilled revenue for retail electricity is based on customer-specific use factors and applicable customer rates. We bill SJG and ETG customers at rates approved by the BPU.BPU, and ELK customers at rates approved by the MPSC. SJE and SJRG customers are billed at rates negotiated between the parties.

SJRG presents revenues and expenses related to its energy trading activities on a net basis in Operating Revenues - Nonutility in the statements of consolidated income consistent with GAAP. This net presentation has no effect on operating income or net income.

SJESP will receive commissions paid on service contracts from the third party on a go forward basis. These commissions are recognized as revenue as they are earned.

Marina recognizes revenue on a monthly basis as services are provided and for on-site energy production that is delivered to its customers.

On January 1, 2018, SJI and SJG adopted ASU 2014-09 Revenue from Contracts with Customers, and all amendments, in accordance with the guidance in ASC 606. SJI and SJG adopted the new guidance using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting under ASC 605. The BPU allowsmethods of recognizing revenue for SJI's and SJG's contracts with customers is the same under ASC 605 and ASC 606, as revenues from contracts that SJI and SJG have with customers are currently recorded as gas or electricity is delivered to the customer, which is consistent with the new guidance under ASC 606. As such, there was no significant impact to revenues for the year ended December 31, 2018 for SJI or SJG as a result of applying ASC 606, and there was no cumulative catch-up to retained earnings for SJI or SJG under the modified retrospective method for changes in accounting for revenues. Further, there were no significant changes to SJI's or SJG's business processes, systems or internal controls over financial reporting needed to support recognition and disclosure under the new guidance. Some revenue arrangements, such as alternative revenue programs and derivative contracts, are excluded from the scope of ASC 606 and, therefore, will be presented separately from revenues under ASC 606 on SJI and SJG's footnote disclosures (see Note 19 to the consolidated financial statements). Alternative revenue programs include revenue earned at the Utilities on such programs as the CIP, AIRP, SHARP and WNC.

The BPU/MPSC allow the Utilities to recover gas costs in rates through the BGSS price structure. SJG defersThe Utilities defer over/under recoveries of gas costs and includes them in subsequent adjustments to the BGSS rate. These adjustments result in over/under recoveries of gas costs being included in rates during future periods. As a result of these deferrals, utility revenue recognition does not directly translate to profitability. While SJG realizesthe Utilities realize profits on gas sales during the month of providing the utility service, significant shifts in revenue recognition may result from the various recovery clauses approved by the BPU.BPU/MPSC. This revenue recognition process does not shift earnings between periods, as these clauses only provide for cost recovery on a dollar-for-dollar basis (see Notes 10 and 11 to the consolidated financial statements).

Each CIP year begins October 1Goodwill - Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and ends September 30separately recognized. Goodwill is initially measured at cost, being the excess of the subsequent year.  Onaggregate of the consideration paid or transferred over the fair value of identifiable net assets acquired. Goodwill is not amortized, but instead is subject to impairment testing on an annual basis, and between annual tests whenever events or changes in circumstances indicate that the fair value of a monthly basis during a CIP year, SJG records adjustments to earnings based on weather and customer usage factors, as incurred.  Subsequent to each year, SJG makes filings with the BPU to review and approve amounts recorded under the CIP.  BPU-approved cash inflows or outflows generally will not begin until the next CIP year and have no impact on earnings at that time.reporting unit may be below its carrying amount.

Tax Cuts and Jobs Act - On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform")Reform was enacted into law, which changeschanging various corporate income tax provisions within the existing Internal Revenue Code. The law became effective January 1, 2018 but iswas required to be accounted for in the period of enactment, which foras such SJI and SJG isadopted the new requirements in the fourth quarter of 2017. SJI and SJG were impacted in several ways as a result of Tax Reform, including provisions related to the permanent reduction in the U.S. federal corporate income tax rate from 35% to 21%. See Note 4 to the consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS - See detailed discussions concerning New Accounting Pronouncements and their impact on SJI in Note 1 to the consolidated financial statements.


RATES AND REGULATION - As a public utility, SJG isand ETG ("the NJ Utilities" for context of this section) are subject to regulation by the BPU. Additionally, the Natural Gas Policy Act, which was enacted in November 1978, contains provisions for Federal regulation of certain aspects of SJG'sthe NJ Utilities' business. SJG isThe NJ Utilities are affected by Federal regulation with respect to transportation and pricing policies applicable to pipeline capacity from Transcontinental Gas Pipe Line Company, LLC (SJG'sTransco (both utilities' major supplier), Columbia Gas Transmission, LLC and Dominion Transmission, Inc., since such services are provided under rates and terms established under the jurisdiction of the FERC. SJG'sThe NJ Utilities' retail sales are made under rate schedules within a tariff filed with, and subject to the jurisdiction of, the BPU. These rate schedules provide primarily for either block rates or demand/commodity rate structures. SJG'sThe NJ Utilities' primary rate mechanisms include base rates, the BGSS, Accelerated Infrastructure Programs, Energy Efficiency Tracker (EET)EET and the CIP.CIP for SJG, and BGSS and WNC for ETG.

The CIP is a BPU-approved program that is designed to eliminate the link between SJG profits and the quantity of natural gas SJG sells, and to foster conservation efforts. With the CIP, SJG's profits are tied to the number of customers served and how efficiently SJG serves them, thus allowing SJG to focus on encouraging conservation and energy efficiency among its customers without negatively impacting net income.  The CIP tracking mechanism adjusts earnings based on weather, and also adjusts SJG's earnings when actual usage per customer experienced during an annual period varies from an established baseline usage per customer. 

Each CIP year begins October 1 and ends September 30 of the subsequent year.  On a monthly basis during a CIP year, SJG records adjustments to earnings based on weather and customer usage factors, as incurred.  Subsequent to each year, SJG makes filings with the BPU to review and approve amounts recorded under the CIP.  BPU-approved cash inflows or outflows generally will not begin until the next CIP year and have no impact on earnings at that time.

Utility earnings are recognized during current periods based upon the application of the CIP. The cash impact of variations in customer usage will result in cash being collected from, or returned to, customers during the subsequent CIP year, which runs from October 1 to September 30.

The effects of the CIP on SJG's net income for the last three years and the associated weather comparisons were as follows ($'s in millions):

201720162015201820172016
Net Income Impact:  
CIP - Weather Related$8.7
$5.9
$0.9
$(16.5)$8.7
$5.9
CIP - Usage Related3.3
4.0
(1.9)7.5
3.3
4.0
Total Net Income Impact$12.0
$9.9
$(1.0)$(9.0)$12.0
$9.9
  
Weather Compared to 20-Year Average11.5% warmer8.1% warmer3.1% warmer183.0% colder11.5% warmer8.1% warmer
Weather Compared to Prior Year0.4% warmer2.5% warmer9.6% warmer7.7% colder0.4% warmer2.5% warmer

As part of the CIP, SJG is required to implement additional conservation programs, including customized customer communication and outreach efforts, targeted upgrade furnace efficiency packages, financing offers, and an outreach program to speak to local and state institutional constituents. SJG is also required to reduce gas supply and storage assets and their associated fees. Note that changes in fees associated with supply and storage assets have no effect on SJG's net income as these costs are passed through directly to customers on a dollar-for-dollar basis.

Earnings accrued and payments received under the CIP are limited to a level that will not cause SJG's return on equity to exceed 9.6% (excluding earnings from off-system gas sales and certain other tariff clauses) and CIP recoveries are limited by the annualized savings attained from reducing gas supply and storage assets.

For ETG, the WNC is a BPU-approved program that is designed to recover or refund balances associated with differences between actual and normal weather during the preceding winter period(s). The effective winter period of the WNC is defined as October through May.

In 2018, ETG's net income was reduced by $3.0 million, primarily due to colder than average weather for the applicable months in the 2018 winter period.

See additional detailed discussions on Rates and Regulatory Actions in Note 10 to the consolidated financial statements.


ENVIRONMENTAL REMEDIATION - See detailed discussion concerning Environmental Remediation in Note 15 to the consolidated financial statements.


COMPETITION - SJG'sThe Utilities' franchises are non-exclusive. Currently, no other utility provides retail gas distribution services within SJG's territory. SJG doesthe Utilities territories, and we do not expect any other utilities to do so in the foreseeable future because of the extensive investment required for utility plant and related costs. SJG competesThe Utilities compete with oil, propane and electricity suppliers for residential, commercial and industrial users, with alternative fuel source providers (wind, solar and fuel cells) based upon price, convenience and environmental factors, and with other marketers/brokers in the selling of wholesale natural gas services. The market for natural gas commodity sales is subject to competition due to deregulation. SJG's competitive position was enhanced while maintaining margins by using an unbundled tariff. This tariff allows full cost-of-service recovery when transporting gas for SJG's customers. Under this tariff, SJG profits from transporting, rather than selling, the commodity. SJG's residential, commercial and industrial customers can choose their supplier, while SJG recovers the cost of service through transportation service (See Customer Choice Legislation below).

SJRG competes in the wholesale natural gas market against a wide array of competitors on a cost competitive, term of service, and reliability basis. SJRG has been a reliable energy provider in this arena for more than 20 years.

Marina competes with other companies that develop and operate similar types of on-site energy production. Marina also faces competition from customers' preferences for alternative technologies for energy production, as well as those customers that address their energy needs internally.

SJE competes with utilities and other third-party marketers to sell the unregulated natural gas and electricity commodity to customers. Marketers compete largely on price, which is driven by the commodity market. While the utilities are typically indifferent as to where customers get their gas or electricity, the price they set for the commodity they sell creates competition for SJE. Based on its market share, SJE is one of the largest marketers of natural gas in southern New Jersey as of December 31, 2017. In addition, similar to SJG, SJE faces competition from other energy products.
CUSTOMER CHOICE LEGISLATION - All residential natural gas customers in New Jersey can choose their natural gas commodity supplier under the terms of the “Electric Discount and Energy Competition Act of 1999." This bill created the framework and necessary time schedules for the restructuring of the state's electric and natural gas utilities. The Act established unbundling, where redesigned utility rate structures allow natural gas and electric consumers to choose their energy supplier. It also established time frames for instituting competitive services for customer account functions and for determining whether basic gas supply services should become competitive. Customers purchasing natural gas from a provider other than the local utility (the “marketer”) are charged for the gas costs by the marketer and charged for the transportation costs by the utility. The total number of customers in SJG's service territory purchasing natural gas from a marketer averaged 25,665, 30,423 and 34,130 during 2018, 2017 and 36,1912016, respectively. The total number of customers in ETG's service territory purchasing natural gas from a marketer averaged 8,015 during 2017, 2016 and 2015, respectively.2018.

RESULTS OF OPERATIONS:

SJI operates in several different reportable operating segments. These segments are as follows:

GasSJG utility operations (SJG) consist primarily of natural gas distribution to residential, commercial and industrial customers. The resultscustomers in southern New Jersey.
ETG utility operations consist primarily of SJG only are includednatural gas distribution to residential, commercial and industrial customers in this operating segment.northern and central New Jersey.
ELK utility operations consist of natural gas distribution to residential, commercial and industrial customers in Maryland.
Wholesale energy operations include the activities of SJRG and SJEX.
SJE is involved in both retailRetail gas and retailother operations at SJE included natural gas acquisition and transportation service business lines. This business was sold on November 30, 2018 (see Note 1 to the consolidated financial statements).
Retail electric activities.operations at SJE consist of electricity acquisition and transportation to commercial, industrial and residential customers.
Retail gas and other operations include natural gas acquisition and transportation service business lines.
Retail electric operations consist of electricity acquisition and transportation to commercial, industrial and residential customers.
On-site energy production consists of Marina's thermal energy facility and other energy-related projects. Also included in this segment are the activities of ACB, ACLE, BCLE, SCLE, SXLE, along with MCS, NBS and SBS.
SBS, which were sold in October 2018 (see Note 1 to the consolidated financial statements).
Appliance service operations includes SJESP, which serviced residential and small commercial HVAC systems, installed small commercial HVAC systems, provided plumbing services and serviced appliances under warranty via a subcontractor arrangement as well as on a time and materials basis. On September 1, 2017, SJESP sold certain assets of its residential and small commercial HVAC and plumbing business to a third party. SJESP will receivereceives commissions paid on service contracts from thea third party on a go forward basis. This transaction did not have a material impact on the consolidated financial statements.party.
Midstream was formed to invest in infrastructure and other midstream projects, including a current project to build a natural gas pipeline in Pennsylvania and New Jersey.
Costs incurredCorporate & Services segment includes costs related to the agreement to acquire Elizabethtown Gas and Elkton Gas are recorded inAcquisition, along with other unallocated costs.
Intersegment represents intercompany transactions between the Corporate & Services segment.above SJI consolidated entities.


SJI groups its utility businesses under its wholly-owned subsidiary SJIU. This group consists of gas utility operations of SJG, ETG and ELK. SJI groups its nonutility operations into twoseparate categories: Energy Group and Energy Services. Energy Group includes wholesale energy, retail gas and other, and retail electric operations. Energy Services includes on-site energy production and appliance service operations.
 
SJI's net income for 2018 increased $21.2 million to $17.7 million compared to 2017. The significant drivers for the overall change were as follows:

The net income contribution from the wholesale energy operations at SJRG increased $89.7 million to $66.2 million. The significant drivers for the overall change were as follows:

$37.5 million increase due to the change in unrealized gains and losses on derivatives used by the wholesale energy operations to mitigate natural gas commodity price risk, as discussed under "Operating Revenues - Energy Group" below. This change was also impacted by Tax Reform.
$28.9 million increase due to lower legal fees, reserves and interest recorded on a pricing dispute between SJI and a gas supplier as compared with the same period in 2017 (see Note 15 to the consolidated financial statements), along with two other settled cases (see 2017 vs. 2016 discussion below).
The remaining increase is primarily due to higher margins on daily energy trading activities and an overall increase in sales due to cold weather experienced in the first quarter of 2018, as discussed under "Gross Margin - Energy Group" below. Also contributing was the impact of Tax Reform.

The net income contribution from the gas utility operations at SJG increased $10.3 million to $82.9 million, primarily due to the base rate case settlement, the roll-in of investments for infrastructure replacement and improvement, along with customer growth, partially offset with an overall increase in depreciation, interest and operations expenses.

SJI recorded $30.4 million (after-tax) of additional financing costs and other charges compared to 2017 in connection with the Acquisition (see Note 14 and 20 to the consolidated financial statements). These costs are recorded in the Corporate & Services segment.

The net income contribution from on-site energy production at Marina decreased $17.5 million to a net loss of $78.0 million, primarily due to $78.7 million (after-tax) of impairment charges taken on solar generating facilities and LFGTE assets in 2018, which were driven by the purchase price in the agreement to sell solar assets being less than the carrying amount of the assets, along with the carrying value of LFGTE assets no longer being recoverable. Also contributing were consulting and legal costs incurred as a result of the agreement to sell solar assets. This was partially offset by $56.1 million (after-tax) of impairment charges recorded in 2017, along with gains recorded on the sale of solar assets (see Note 1 to the consolidated financial statements).

SJI recorded $13.5 million of one-time tax gains in 2017 related to the enactment of Tax Reform. See Note 4 to the consolidated financial statements.

SJI recorded $5.0 million (after-tax) related to the implementation of the ERIP as well as amendments made to the OPEB (see Notes 1 and 12 to the consolidated financial statements).

The net income contribution from the retail gas and electric operations at SJE decreased $7.3 million to a net loss of $6.0 million primarily due to the change in unrealized gains and losses on forward financial contracts used to mitigate price risk on retail gas as discussed under "Operating Revenues – Energy Group" below, along with a loss recorded on the sale of the SJE retail gas operations (see Note 1 to the consolidated financial statements).

In connection with the Acquisition (see Note 20 to the consolidated financial statements), SJI consolidated the accounts of ETG and ELK gas utility operations beginning with the third quarter of 2018. This contributed a net loss of $5.2 million in 2018, which included approximately $11.1 million (after-tax) of credits provided to customers of ETG and ELK (see Note 10 to the consolidated financial statements).


SJI's net income for 2017 decreased $122.3 million, or 102.9%, to a net loss of $3.5 million compared to 2016 primarily2016. The significant drivers for the overall change were as a result of the following:follows:

The net income contribution from on-site energy production at Marina decreased $76.5 million to a net loss of $60.5 million, primarily due to the following:
$56.1 million decrease due to several impairment charges recorded during the year, including impairments on solar generating facilities, landfill gas-to-energy (LFGTE)LFGTE long-lived assets, LFGTE assets customer relationships, and goodwill (see Note 1 to the consolidated financial statements).
$9.1 million of investment tax credits on renewable energy facilities recorded in 2016, compared with none recorded in 2017, which is consistent with SJI's previously announced strategy of substantially reducing solar development.
$4.5 million decrease related to gains on two settlements recorded at Marina in 2016 that did not recur in 2017 (see Note 7 to the consolidated financial statements).
$1.7 million decrease related to the change in unrealized gains and losses on interest rate derivative contracts (see Note 16 to the consolidated financial statements).
The remaining decrease is primarily due to an overall increase in operating and interest expenses.

The net income contribution from the wholesale energy operations at SJRG decreased $49.5 million to a net loss of $23.5 million, primarily due to the following:
$32.6 million decrease resulting from an unfavorable court ruling related to a pricing dispute between SJRG and a supplier, including interest (see Note 15 to the consolidated financial statements)
$20.6 million decrease resulting from the change in unrealized gains and losses on derivatives used by the wholesale energy operations to mitigate natural gas commodity price risk, as discussed under "Operating Revenues - Energy Group" below.
$5.8 million decrease resulting from a settlement of a legal dispute related to a three-year capacity management contract with a counterparty (see Note 15 to the consolidated financial statements)
$1.5 million decrease due to legal fees recorded on the two legal disputes noted above
$5.7 million increase resulting from a favorable FERC decision over a tariff rate dispute with a counterparty, including interest, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten year period (see Note 15 to the consolidated financial statements).
$5.3 million increase due to higher margins earned on daily energy trading activities, colder weather conditions experienced in the fourth quarter of 2017 compared to the prior year, additional margins earned during 2017 on gas supply contracts with three electric generation facilities, and an overall decrease in operating expenses (excluding the legal fees discussed above).

SJI recorded $12.0 million of expenses related to costs incurred on the agreement to acquire the assets of Elizabethtown Gas and Elkton GasAcquisition (see Note 1 to the consolidated financial statements). These include finders fees, consulting and legal charges, among others. These costs are recorded in the Corporate & Services segment.

The net income contribution from the retail gas and electric operations at SJE decreased $6.2 million to $1.3 million primarily due to the change in unrealized gains and losses on forward financial contracts used to mitigate price risk on retail gas as discussed under "Operating Revenues – Energy Group" below, along with the expiration of a large electric sales contract with a group of school boards.

SJI recorded $13.5 million of tax gains related to the enactment of Tax Reform. See Note 4 to the consolidated financial statements.

The net income contribution from Midstream increased $4.8 million to $4.6 million primarily due to recognition of Allowance for Funds Used During Construction (AFUDC)AFUDC at PennEast, of which Midstream has a 20% equity interest.

The net income contribution from gas utility operations at SJG increased $3.5 million to $72.6 million primarily due to increased margin resulting from investments included in the rate case, AIRP II and SHARP rolling into base rates during the fourth quarter of 2017, along with customer growth. This is partially offset by increases in depreciation, interest and operations expenses.


SJI recognized an additional gain of $1.7 million related to the sale of real estate during 2017.

SJI's net income for 2016 increased $13.7 million, or 13.0%, to $118.8 million compared to 2015 primarily as a result of the following:

The net income contribution from retail gas and electric operations at SJE increased $8.2 million to $7.5 million, primarily due to the change in unrealized gains and losses on forward financial contracts used to mitigate price risk on retail gas and electric as discussed under "Operating Revenues – Nonutility" below.

The net income contribution from the wholesale energy operations at SJRG increased $4.8 million to $26.0 million, primarily due to an approximately $2.7 million increase related to additional transportation capacity along with margins earned on gas supply contracts with two electric generation facilities compared to the prior year as described in "Gross Margin - Energy Group" below, along with an approximately $2.1 million increase resulting from the change in unrealized gains and losses on derivatives used by the wholesale energy operations to mitigate natural gas commodity price risk as discussed under "Operating Revenues - Energy Group" below.

The net income contribution from gas utility operations at SJG increased $2.5 million to $69.1 million, primarily due to the rolling into base rates of SHARP and AIRP investments, along with customer growth.

The net income contribution from on-site energy production at Marina increased $0.5 million to $16.0 million, primarily due to the following:

$15.2 million increase due to the impact of a reduction in the carrying amount of an investment at one of Energenic's operating subsidiaries, which occurred in 2015 (see Note 7 to the consolidated financial statements), along with other losses incurred at the Energenic operating subsidiaries in 2015.
$9.3 million increase due to several new renewable energy projects that commenced operations over the past twelve months, along with higher prices on SRECs compared to the previous year as discussed in "Gross Margin - Energy Services" below.
$4.5 million increase due to a settlement at Marina in 2016 (see Note 7 to the consolidated financial statements).
$0.7 million increase due to the impact of several entities that became wholly owned by Marina as of December 31, 2015 (see Note 3 to the consolidated financial statements).
$29.2 million decrease due to the impact of lower renewable energy investments on the investment tax credits available as compared to the prior year. This reduction is consistent with the Company's previously announced strategy of substantially reducing solar development in 2016.

The net income contribution from SJEX decreased $1.4 million to $0.1 million primarily due to a gain on the sale of a working interest in assets of Potato Creek in 2015, which did not recur in 2016.

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


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

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

The retail electric operations at SJE use forward contracts to mitigate commodity price risk on fixed price electric contracts with customers. In accordance with GAAP, the forward contracts are recorded at fair value, with changes in fair value recorded in earnings in the period of change. Several related customer contracts are not considered derivatives and, therefore, are not recorded in earnings until the electricity is delivered. As a result, earnings are subject to volatility as the market price of the forward contracts change, even when the underlying hedged value of the customer contract is unchanged. Over time, gains or losses on the sale of the fixed price electric under contract will be offset by losses or gains on the forward contracts, resulting in the realization of the profit margin expected when the transactions were initiated.  
 
As a result, management also uses the non-generally accepted accounting principles (non-GAAP)non-GAAP financial measures of Economic Earnings and Economic Earnings per sharePer Share when evaluating the results of operations for its nonutility operations. These non-GAAP financial measures should not be considered as an alternative to GAAP measures, such as net income, operating income, earnings per share from continuing operations or any other GAAP measure of liquidity or financial performance.
 
We define Economic Earnings as: Income from continuing operations, (a)(i) less the change in unrealized gains and plus the change in unrealized losses on all derivative transactions; (b)(ii) less realized gains and plus realized losses on all commodity derivative transactions attributed to expected purchases of gas in storage to match the recognition of these gains and losses with the recognition of the related cost of the gas in storage in the period of withdrawal; (c)(iii) less the impact of transactions, or contractual arrangements or other events where management believes period to period comparisons of SJI's operations could be difficult or potentially confusing. With respect to part (iii) of the true economic impact will be realizeddefinition of Economic Earnings:

For the year ended December 31, 2018, Economic Earnings excludes impairment charges, including charges taken in a future period; (d) as adjusted2018 on solar generating facilities (which was primarily driven by the purchase price in the agreement to sell solar assets being less than the carrying amount of the assets) along with LFGTE assets (which was primarily driven by the remaining carrying value of these assets no longer being recoverable. For the year ended December 31, 2017, Economic Earnings excludes impairment charges on solar generating facilities, LFGTE long-lived assets, LFGTE assets customer relationships, and goodwill.

For the years ended December 31, 2018 and 2017, Economic Earnings excludes the impact of a May 2017 jury verdict stemming from a pricing dispute with a gas supplier over costs, including interest charges and legal fees incurred; (e)incurred, along with the realized difference in the market value of the commodity (including financial hedges).

For the years ended December 31, 2018 and 2017, Economic Earnings excludes various costs related to the Acquisition, a series of agreements whereby Marina agreed to sell its portfolio of solar energy assets to a third-party buyer, and the agreement to sell the assets of SJE's retail gas business.


For the year ended December 31, 2018, Economic Earnings excludes approximately $15.3 million (pre-tax) of credits to ETG and ELK customers that was required as adjusted bypart of the Acquisition.

For the year ended December 31, 2018, Economic Earnings excludes costs incurred on the Company's ERIP as well as the benefit of amending the Company's OPEB.

For the year ended December 31, 2017, Economic Earnings also excludes the impact of a 2017 settlement of an outstandinga legal claim stemming from a dispute related to a three-year capacity management contract with a counterparty, including legal fees incurred; (f) as adjusted byincurred, along with the impact of a favorable FERC decision over a tariff rate dispute with a counterparty, including interest earned; and (g) as adjusted for various costs related to the agreement to acquire the assets of Elizabethtown Gas and Elkton Gas. With respect to part (c) of the definition of Economic Earnings:earned.

For the year ended December 31, 2017, Economic Earnings excludes an approximately $2.4 million pre-tax loss related to a new interest rate derivative and amendments made to an existing interest rate derivative linked to unrealized losses previously recorded in Accumulated Other Comprehensive Loss (AOCL).AOCL. SJI reclassified this amount from AOCL to Interest Charges on the consolidated statements of income as a result of the prior hedged transactions being deemed probable of not occurring. Since the economic impact will not be realized until future periods, this amount is excluded from Economic Earnings. See Note 16 to the consolidated financial statements.

For the year ended December 31, 2017, Economic Earnings excludes approximately $91.3 million of pre-tax charges related to several impairment charges recorded during the year, including impairments on solar generating facilities, landfill gas-to-energy (LFGTE) long-lived assets, LFGTE assets customer relationships, and goodwill (see Note 1 to the consolidated financial statements). The economic impact of these charges will not be realized until a future period. An impairment charge was also recorded in 2012 within Income from Continuing Operations on a separate solar generating facility which reduced its depreciable basis and recurring depreciation expense, and this was also excluded from Economic Earnings.


For the year ended December 31, 2017, Economic Earnings excludes approximately $11.4 million for the impact of one-time tax adjustments, most notably related to the Tax Cuts and Jobs Act (Tax Reform), which was signed into law in December 2017.Reform.

For the year ended December 31, 2015, Economic Earnings includes a pre-tax loss of $2.5 million from affiliated companies that was excluded from Economic Earnings for the year ended December 31, 2014. These adjustments are the result of a reserve for uncollectible accounts recorded by an Energenic subsidiary that owned and operated a central energy center and energy distribution system for a hotel, casino and entertainment complex in Atlantic City, New Jersey (see Note 7 to the consolidated financial statements). In 2014, this charge was excluded from Economic Earnings as the total economic impact of the proceedings had not been realized. During the second quarter of 2015, the Company, through its investment in Energenic, reduced the carrying value of the investment in this project. As such, this charge is included in Economic Earnings for the year ended December 31, 2015.

Economic Earnings is a significant performance metric used by our management to indicate the amount and timing of income from continuing operations that we expect to earn after taking into account the impact of derivative instruments on the related transactions, and transactions or contractual arrangements where the true economic impact will be realized primarily in a futureand other events that management believes make period to period comparisons of SJI's operations difficult or was realized in a previous period.potentially confusing. Specifically regarding derivatives, we believe that this financial measure indicates to investors the profitability of the entire derivative-related transaction and not just the portion that is subject to mark-to-market valuation under GAAP. We believe that considering only the change in market value on the derivative side of the transaction can produce a false sense as to the ultimate profitability of the total transaction as no change in value is reflected for the non-derivative portion of the transaction.

Economic Earnings for 2018 increased $18.1 million, or 18.5%, to $116.2 million compared to 2017. The significant drivers for the overall change were as follows:

The income contribution from the wholesale energy operations at SJRG increased $22.0 million to $43.6 million, primarily due to higher margins on daily energy trading activities and an overall increase in sales due to cold weather experienced in the first quarter of 2018, as discussed under "Gross Margin - Energy Group" below. Also contributing was the impact of Tax Reform, as discussed in Note 1 to the consolidated financial statements.

The income contribution from the gas utility operations at SJG increased $10.3 million to $82.9 million, primarily due to the base rate case settlement, the roll-in of investments for infrastructure replacement and improvement, along with customer growth, partially offset with an overall increase in depreciation, interest and operations expenses.

In connection with the Acquisition, SJI consolidated the results of the ETG and ELK gas utility operations beginning July 2018 (see Note 20 to the consolidated financial statements), contributing net income of $5.8 million for 2018, excluding the customer credits discussed above.

SJI recorded $18.3 million (after-tax) of additional interest charges relating to the debt that was issued during the second quarter of 2018 (see Note 14 to the consolidated financial statements).

Economic Earnings for 2017 decreased $4.8 million, or 4.6%, to $98.1 million compared to 2016, primarily2016. The significant drivers for the overall change were as a result of the following:follows:

The income contribution from on-site energy production at Marina decreased $18.9 million to a net loss of $3.2 million. This was primarily due to the impact of recording no investment tax credits on renewable energy facilities in 2017, compared with $9.1 million in 2016, which is consistent with SJI's previously announced strategy of substantially reducing solar development. Also contributing was $4.5 million for two settlements recorded at Marina during 2016 that did not recur in 2017 (see Note 7 to the consolidated financial statements). The remaining decrease is primarily due to an overall increase in operating and interest expenses.


The income contribution from the retail gas and electric operations at SJE decreased $1.8 million to a net loss of $0.5 million primarily due to the expiration of a large electric sales contract with a group of school boards.

The income contribution from the wholesale energy operations at SJRG increased $5.3 million to $21.6 million, primarily due to higher margins earned on daily energy trading activities, colder weather conditions experienced in the fourth quarter of 2017 compared to the prior year, additional margins earned during 2017 on gas supply contracts with three electric generation facilities, and an overall decrease in operating expenses (excluding the legal fees discussed above).

The income contribution from Midstream increased $4.8 million to $4.6 million primarily due to recognition of Allowance for Funds Used During Construction (AFUDC)AFUDC at PennEast, of which Midstream has a 20% equity interest.

The income contribution from gas utility operations at SJG increased $3.5 million to $72.6 million primarily due to increased margin resulting from investments included in the rate case, AIRP II and SHARP rolling into base rates during the fourth quarter of 2017, along with customer growth. This is partially offset by increases in depreciation, interest and operations expenses.

SJI recognized an additional gain of $1.7 million related to the sale of real estate during 2017.

Economic Earnings for 2016 increased $3.9 million, or 3.9%, to $102.8 million compared to 2015, primarily as a result of the following:

The income contribution from the wholesale energy operations at SJRG increased $2.7 million to $16.3 million, primarily due to additional transportation capacity along with margins earned on gas supply contracts with two electric generation facilities compared to the prior year as described in "Gross Margin - Energy Group" below.

The income contribution from gas utility operations at SJG increased $2.5 million to $69.1 million, primarily due to the rolling into base rates of SHARP and AIRP investments, along with customer growth.

The income contribution from on-site energy production at Marina increased $1.7 million to $15.7 million, primarily due to the following:

$16.5 million increase due to the impact of a reduction in the carrying amount of an investment at one of Energenic's operating subsidiaries, which occurred in 2015 (see Note 7 to the consolidated financial statements), along with other losses incurred at the Energenic operating subsidiaries in 2015.
$9.2 million increase due to several new renewable energy projects that commenced operations over the past twelve months, along with higher prices on SRECs compared to the previous year as discussed in "Gross Margin - Energy Services" below.
$4.5 million increase due to a settlement at Marina in 2016 (see Note 7 to the consolidated financial statements).
$0.7 million increase due to the impact of several entities that became wholly owned by Marina as of December 31, 2015 (see Note 3 to the consolidated financial statements).
$29.2 million decrease due to the impact of lower renewable energy investments on the investment tax credits available as compared to the prior year. This reduction is consistent with the Company's previously announced strategy of substantially reducing solar development in 2016.

The net income contribution from SJEX decreased $1.4 million to $0.1 million primarily due to a gain on the sale of a working interest in assets of Potato Creek in 2015, which did not recur in 2016.

The following table presents a reconciliation of our income from continuing operations and earnings per share from continuing operations to Economic Earnings and Economic Earnings per share (in thousands, except per share data):

 201720162015
    
(Loss) Income from Continuing Operations$(3,404)$119,061
$105,610
Minus/Plus: 
 
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives*14,226
(27,550)(8,444)
Realized Losses on Inventory Injection Hedges*332
683
89
Net Loss from Affiliated Companies (A)*

(2,540)
Unrealized Loss on Property, Plant and Equipment (B)91,299


Net Losses from Legal Proceedings (C)56,075


Acquisition Costs (D)19,564


Other (E)*2,227
(165)(165)
Income Taxes (F)(70,834)10,813
4,424
Additional Tax Adjustments (G)(11,420)

    
Economic Earnings$98,065
$102,842
$98,974
    
(Loss) Earnings per Share from Continuing Operations$(0.04)$1.56
$1.53
Minus/Plus: 
 
 
Unrealized Mark-to-Market Losses/(Gains) on Derivatives*0.18
(0.36)(0.12)
Realized Losses on Inventory Injection Hedges*
0.01

Net Loss from Affiliated Companies (A)*

(0.04)
Unrealized Loss on Property, Plant and Equipment (B)1.14


Net Losses from Legal Proceedings (C)0.70


Acquisition Costs (D)0.25


Other (E)*0.03


Income Taxes (F)(0.89)0.13
0.07
Additional Tax Adjustments (G)(0.14)

    
Economic Earnings per Share$1.23
$1.34
$1.44
 201820172016
    
Income (Loss) from Continuing Operations$17,903
$(3,404)$119,061
Minus/Plus: 
 
 
Unrealized Mark-to-Market (Gains) Losses on Derivatives(35,846)14,226
(27,550)
Realized Losses on Inventory Injection Hedges
332
683
Loss on Property, Plant and Equipment (A)105,280
91,299

Net Losses from Legal Proceedings (B)5,910
56,075

Acquisition/Sale Costs (C)34,674
19,564

Customer Credits (D)15,333


ERIP and OPEB (E)6,733


Other (F)
2,227
(165)
Income Taxes (G)(33,753)(70,834)10,813
Additional Tax Adjustments (H)
(11,420)
    
Economic Earnings$116,234
$98,065
$102,842
    
Earnings (Loss) per Share from Continuing Operations$0.21
$(0.04)$1.56
Minus/Plus: 
 
 
Unrealized Mark-to-Market (Gains) Losses on Derivatives(0.42)0.18
(0.36)
Realized Losses on Inventory Injection Hedges

0.01
Loss on Property, Plant and Equipment (A)1.24
1.14

Net Losses from Legal Proceedings (B)0.07
0.70

Acquisition/Sale Costs (C)0.41
0.25

Customer Credits (D)0.18


ERIP and OPEB (E)0.08


Other (F)
0.03

Income Taxes (G)(0.39)(0.89)0.13
Additional Tax Adjustments (H)
(0.14)
    
Economic Earnings per Share$1.38
$1.23
$1.34

The effect of derivative instruments not designated as hedging instruments under GAAP in the statements of consolidated income (see Note 16 to the consolidated financial statements) is as follows (gains (losses) in thousands):
 2017 2016 2015
                (Losses) gains on energy-related commodity contracts$(13,667) $26,935
 $8,401
                (Losses) gains on interest rate contracts(677) 647
 96
                         Total before income taxes(14,344) 27,582
 8,497
  Unrealized mark-to-market gains (losses) on derivatives
   held by affiliated companies, before taxes
118
 (32) (53)
   Total unrealized mark-to-market (losses) gains on derivatives*(14,226) 27,550
 8,444
   Realized losses on inventory injection hedges*(332) (683) (89)
   Net Loss from Affiliated Companies (A)*
 
 2,540
   Unrealized Loss on Property, Plant and Equipment (B)(91,299) 
 
   Net Losses from Legal Proceedings (C)(56,075) 
 
   Acquisition Costs (D)(19,564) 
 
   Other (E)*(2,227) 165
 165
   Income Taxes (F)70,834
 (10,813) (4,424)
   Additional Tax Adjustments (G)11,420
 
 
   Total reconciling items between (losses) income from continuing
   operations and Economic Earnings
$(101,469) $16,219
 $6,636
*Certain reclassifications have been made to the prior period numbers in these tables to conform to the current period presentation. The 2015 numbers in these line items have been adjusted to be presented before income taxes.
 2018 2017 2016
                Gains (Losses) on energy-related commodity contracts$34,509
 $(13,667) $26,935
                Gains (Losses) on interest rate contracts1,337
 (677) 647
                         Total before income taxes35,846
 (14,344) 27,582
  Unrealized mark-to-market gains (losses) on derivatives
   held by affiliated companies, before taxes

 118
 (32)
   Total unrealized mark-to-market gains (losses) on derivatives35,846
 (14,226) 27,550
   Realized losses on inventory injection hedges
 (332) (683)
   Loss on Property, Plant and Equipment (A)(105,280) (91,299) 
   Net Losses from Legal Proceedings (B)(5,910) (56,075) 
   Acquisition/Sale Costs (C)(34,674) (19,564) 
   Customer Credits (D)(15,333) 
 
   ERIP and OPEB (E)(6,733)    
   Other (F)
 (2,227) 165
   Income Taxes (G)33,753
 70,834
 (10,813)
   Additional Tax Adjustments (H)
 11,420
 
   Total reconciling items between (losses) income from continuing
   operations and Economic Earnings
$(98,331) $(101,469) $16,219

(A) Resulting from a reserve for uncollectible accounts recorded by an Energenic subsidiary that owned and operated a central energy center and energy distribution system for a hotel, casino and entertainment complex in Atlantic City, New Jersey (see Note 7 to the consolidated financial statements). In 2014, this charge was excluded from Economic Earnings as the total economic impact of the proceedings had not been realized. During the second quarter 2015, the Company, through its investment in Energenic, reduced the carrying value of the investment in this project. As such, this charge is included in Economic Earnings in 2015.

(B) Represents several impairment charges recorded during the year, including impairmentstaken in 2018 on solar generating facilities landfill gas-to-energy (LFGTE)(which was primarily driven by the purchase price in the agreement to sell solar assets being less than the carrying amount of the assets) along with LFGTE assets (which was primarily driven by the remaining carrying value of these assets no longer being recoverable. Also represents impairment charges taken in 2017 on solar generating facilities, LFGTE long-lived assets, LFGTE assets customer relationships, and goodwill (see Note 1 to the consolidated financial statements). The economic impact of these charges will not be realized until a future period.goodwill.

(C)(B) Represents net losses from three separate legal proceedings: (a) $55.6 million of pre-tax charges in 2017 and 2018, including interest, and legal fees and the realized difference in the market value of the commodity (including financial hedges) resulting from a ruling in a legal proceeding related to a pricing dispute between SJI and a gas supplier that began in October 2014; (b) a $9.8 million pre-tax charge in 2017, including legal fees, resulting from a settlement with a counterparty over a dispute related to a three-year capacity management contract; and (c) a $9.3 million pre-tax gain taken in 2017 resulting from a favorable FERC decision, including interest, over a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten-year period. See Note 15 to the consolidated financial statements. Since these net losses relate to transactions that primarily occurred in prior periods, these net losses are excluded from Economic Earnings.

(D)(C) Represents costs incurred on the agreement to acquire the assets of Elizabethtown GasETG and Elkton Gas (see Note 1ELK, including legal, consulting and other professional fees. Also included here are costs incurred on the sale of solar and SJE assets, partially offset by gains recorded on the sale of solar assets.

(D) Represents credits to ETG and ELK customers that were required as part of the consolidated financial statements). Since the economic impact will not be realized until future periods, this amount is excluded from Economic Earnings. Acquisition.

(E) Represents costs incurred on the Company's ERIP as well as the benefit of amending the Company's OPEB.

(F) Included in this amount are amendments made to an existing interest rate derivative linked to unrealized losses previously recorded in AOCL, whichAOCL. SJI reclassified this amount from AOCL to Interest Charges on the consolidated statements of income as a result of the prior hedged transactions being deemed probable of not occurring. Since the economic impact will not be realized until future periods, this amount is excluded from Economic Earnings. Also included is additional depreciation expense within Economic Earnings on twoa solar generating facilitiesfacility where an impairment charge was recorded in the past, which reduced the depreciable basis and recurring depreciation expense, and the related reduction in depreciation expense is beingwas added back.back in prior years.

(F)(G) Determined using a combined average statutory tax rate of approximately 25%, 39% for 2017 and 40% for 2018, 2017 and 2016, and 2015.respectively.

(G)(H) Represents one-time tax adjustments, most notably for Tax Reform, which was signed into law in December 2017. See Note 4 to the consolidated financial statements.Reform.

SJI Utilities:

GasSJG Utility Operations - The following tables summarize the composition of gasSJG utility operations operating revenues and Utility Margin for the years ended December 31 (in thousands, except for customer and degree day data):

December 31, 2017 December 31, 2016 December 31, 2015December 31, 2018 December 31, 2017 December 31, 2016
                      
Utility Operating Revenues:                      
Firm Sales-                      
Residential$269,721
 52% $259,881
 56% $317,491
 59 %$316,593
 58 % $269,721
 52% $259,881
 56%
Commercial61,514
 12% 55,795
 12% 69,845
 13 %68,286
 13 % 61,514
 12% 55,795
 12%
Industrial4,235
 1% 3,126
 1% 4,083
 1 %4,630
 1 % 4,235
 1% 3,126
 1%
Cogeneration and Electric Generation5,519
 1% 5,257
 1% 5,666
 1 %9,706
 2 % 5,519
 1% 5,257
 1%
Firm Transportation -                      
Residential14,162
 3% 14,989
 3% 16,594
 3 %12,614
 2 % 14,162
 3% 14,989
 3%
Commercial34,986
 7% 32,423
 7% 30,602
 6 %37,764
 7 % 34,986
 7% 32,423
 7%
Industrial20,576
 4% 19,594
 4% 22,106
 4 %23,993
 4 % 20,576
 4% 19,594
 4%
Cogeneration and Electric Generation4,360
 1% 4,472
 1% 4,920
 1 %4,595
 1 % 4,360
 1% 4,472
 1%
Total Firm Revenues415,073
 81% 395,537
 85% 471,307
 88 %478,181
 88 % 415,073
 81% 395,537
 85%
                      
Interruptible Sales25
 
 18
 
 300
 
349
 
 25
 
 18
 
Interruptible Transportation867
 
 928
 
 1,373
 
1,178
 
 867
 
 928
 
Off-System Sales92,376
 18% 51,661
 11% 49,624
 9 %59,157
 11 % 92,376
 18% 51,661
 11%
Capacity Release7,695
 1% 11,778
 3% 10,296
 2 %7,963
 1 % 7,695
 1% 11,778
 3%
Other1,218
 % 1,133
 1% 1,390
 1 %1,172
  % 1,218
 % 1,133
 1%
517,254
 100% 461,055
 100% 534,290
 100 %548,000
 100 % 517,254
 100% 461,055
 100%
Less: Intercompany Sales4,772
   7,236
   5,527
  6,192
   4,772
   7,236
  
Total Utility Operating Revenues512,482
   453,819
   528,763
  541,808
   512,482
   453,819
  
                      
Less:                      
Cost of Sales - Utility204,432
   174,390
   245,290
  209,649
   204,432
   174,390
  
Less: Intercompany Cost of Sales4,772
   7,236
   5,527
  6,192
   4,772
   7,236
  
Total Cost of Sales - Utility (Excluding Depreciation)199,660
   167,154
   239,763
  203,457
   199,660
   167,154
  
Conservation Recoveries *7,003
  
 9,202
  
 21,226
  
14,136
  
 7,003
  
 9,202
  
RAC recoveries *11,014
  
 9,326
  
 9,134
  
17,099
  
 11,014
  
 9,326
  
EET Recoveries*1,284
   2,718
   3,611
  1,772
   1,284
   2,718
  
Revenue Taxes1,162
  
 1,109
  
 1,250
  
1,074
  
 1,162
  
 1,109
  
Utility Margin**$292,359
   $264,310
   $253,779
  $304,270
   $292,359
   $264,310
  
                      
Utility Margin:                      
Residential$180,106
 62% $162,820
 62% $169,455
 67 %$213,026

70 %
$180,106

62%
$162,820

62%
Commercial and Industrial76,491
 26% 69,396
 26% 72,149
 28 %89,172

29 %
76,491

26%
69,396

26%
Cogeneration and Electric Generation4,762
 1% 4,898
 2% 4,738
 2 %4,975

1 %
4,762

1%
4,898

2%
Interruptible63
 
 79
 
 120
 
105



63



79


Off-system Sales & Capacity Release5,051
 2% 4,731
 2% 4,270
 2 %4,434

2 %
5,051

2%
4,731

2%
Other Revenues2,107
 1% 2,213
 1% 2,582
 1 %1,942

1 %
2,107

1%
2,213

1%
Margin Before Weather Normalization & Decoupling268,580
 92% 244,137
 93% 253,314
 100 %313,654
 103 % 268,580
 92% 244,137
 93%
CIP mechanism20,062
 7% 16,615
 6% (1,798) (1)%(12,382)
(4)%
20,062

7%
16,615

6%
EET mechanism3,717
 1% 3,558
 1% 2,263
 1 %2,998

1 %
3,717

1%
3,558

1%
Utility Margin**$292,359
 100% $264,310
 100% $253,779
 100 %$304,270
 100 % $292,359
 100% $264,310
 100%

* Represents expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on SJG's financial results.
** Utility Margin is a non-GAAP financial measure and is further defined under the caption "Utility Margin" below.

Operating Revenues - SJG Utility Operations 2018 vs. 2017 - Revenues increased $30.7 million, or 5.9%, during 2018 compared with 2017. Excluding intercompany transactions, revenues increased $29.3 million, or 5.7%, during 2018 compared with 2017.

The main driver for the increased revenue was higher firm sales. Total firm revenue increased $63.1 million, or 15.2%, for 2018 compared with 2017 as a result of colder weather and additional customers. Additionally, firm sales increased due to base rate increases related to the settlement of SJG's base rate case, effective November 1, 2017. While changes in gas costs and BGSS recoveries/refunds fluctuate from period to period, SJG does not profit from the sale of the commodity. Therefore, corresponding fluctuations in Operating Revenue or Cost of Sales have no impact on profitability, as further discussed below under the caption "Utility Margin."

Partially offsetting these increases was the impact of OSS volume, discussed under "Throughput - Gas Utility Operations" below, which resulted in corresponding decreases of $33.2 million, or 36.0%, in OSS revenues for 2018 compared with 2017. However, the impact of changes in OSS and capacity release activity do not have a material impact on the earnings of SJG, as SJG is required to return 85% of the profits of such activity to its ratepayers. Earnings from OSS can be seen in the “Margin” table above.

Operating Revenues - SJG Utility Operations 2017 vs. 2016 - Revenues increased $56.2 million, or 12.2%, during 2017 compared with 2016. Excluding intercompany transactions, revenues increased $58.7 million, or 12.9%, during 2017 compared with 2016. The main driver for the increased revenue is higher firm sales and Off-System Sales (OSS).OSS. Total firm revenue increased $19.5 million, or 4.9%, in 2017 compared with 2016 as a result of 6,008 additional customers compared with 2016. Additionally, firm sales increased due to base rate increases related to the settlement of SJG's base rate case, effective November 1, 2017, as discussed in Note 10 to the consolidated financial statements. While changes in gas costs and BGSS recoveries/refunds fluctuate from period to period, SJG does not profit from the sale of the commodity. Therefore, corresponding fluctuations in Operating Revenue or Cost of Sales have no impact on SJG profitability, as further discussed below under the caption "Utility Margin." While warmer weather decreased firm sales volume and revenue, the revenue decrease has little impact on SJG profitability under the operation of the CIP, as discussed below under the caption "Utility Margin."

Higher OSS volumes and higher unit prices resulted in a $40.7 million, or 78.8%, increase in OSS revenues during 2017 compared with 2016. The impact of changes in OSS activity does not have a material impact on the earnings of SJG, as SJG is required to return 85% of the profits of such activity to its ratepayers.
Operating Revenues - Gas Utility Operations 2016 vs. 2015 - Revenues decreased $74.9 million, or 14.2%, during 2016 compared with 2015 after eliminating intercompany transactions. Total firm revenue was $75.8 million, or 16.1%, lower in 2016 compared to the prior year due to several factors. Firm throughput was lower during 2016, compared to the prior year. The impact of this reduction in throughput lowered SJG’s recovery of natural gas costs through its BGSS mechanism by $38.3 million. In addition, SJG reduced its BGSS rate effective October 1, 2015 and 2016 by 18.6% and 32.9%, respectively, further reducing revenue by $34.7 million during 2016. Finally, SJG provided a $20.0 million and $10.0 million BGSS bill credit to its residential and small commercial customers in January 2016 and December 2016, respectively, of which $28.0 million reduced revenue for 2016, after consideration for sales tax. While changes in natural gas costs and BGSS recoveries/refunds fluctuate from period to period, SJG does not profit from the sale of the commodity. Therefore, fluctuations in Utility Operating Revenue and Cost of Sales, such as those discussed above, did not have an impact on SJG’s profitability. The addition of 4,525 customers in 2016 partially offset the decreases mentioned above. While warmer weather decreased firm sales volume and revenue, the revenue decrease has little impact on SJG profitability under the operation of the CIP, as discussed below under the caption "Utility Margin."

Higher OSS volumes resulted in a $2.0 million, or 4.1%, increase in OSS revenues during 2016, compared with 2015. The impact of changes in OSS activity does not have a material impact on the earnings of SJG, as SJG is required to return 85% of the profits of such activity to its ratepayers. Earnings from OSS can be seen in the "Utility Margin" table above.

Utility Margin - SJG Utility Operations 2018 vs. 2017 - Management uses Utility Margin, a non-GAAP financial measure, when evaluating the operating results of SJG. Utility Margin is defined as natural gas revenues less natural gas costs, regulatory rider expenses and related volumetric and revenue-based energy taxes. Management believes that Utility Margin provides a more meaningful basis for evaluating utility operations than revenues since natural gas costs, regulatory rider expenses and related energy taxes are passed through to customers. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices approved by the BPU through SJG’s BGSS clause. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measure.

Utility Margin increased $11.9 million, or 4.1 %, during 2018 compared with 2017. The twelve-month comparative period increase is primarily due to the base rate case settlement and the roll-in of SHARP and AIRP II investments, partially offset by the deferral of excess taxes billed which will be returned to ratepayers (see Note 10 to the consolidated financial statements). The base rate increase associated with our infrastructure and system improvements and the related expenses, effective November 1, 2017, contributed approximately $28.8 million of additional Utility Margin in 2018 and the base rate increase associated with SHARP and AIRP II investments contributed approximately $7.2 million of additional Utility Margin in 2018. Utility Margin was reduced by $26.3 million for 2018 due to the deferral of the excess taxes, with a corresponding decrease in tax expense.

The CIP tracking mechanism adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. As reflected in the Utility Margin table above and the CIP table in SJG's Management Discussion section, the CIP mechanism reduced Utility Margin by $12.4 million or $9.0 million after taxes, for the twelve months ended December 31, 2018, primarily due to the weather that was 7% colder than average and variation in customer usage.

Utility Margin - SJG Utility Operations 2017 vs. 2016 - Utility Margin increased $28.0 million, or 10.6%, during 2017 compared with 2016. The rolling into base rates of SHARP and AIRP II investments of approximately $187.5 million contributed approximately $14.2 million of additional Utility Margin in 2017. In addition, the rolling into base rates of certain infrastructure and system improvement investments and the related expenses, effective November 1, 2017, contributed approximately $10.8 million of additional Utility Margin in 2017. Net customer additions of 6,008 over the twelve-month period ended December 31, 2017, representing 1.6% growth over the prior year, contributed approximately $2.4 million in additional Utility Margin.

The CIP tracking mechanism adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. The CIP mechanism protected $20.1 million, or $12.0 million after taxes, during 2017, due to weather that was 11.5% warmer than average and customer usage variations.

ETG Utility Operations:

Total The following tables summarize the composition of regulated natural gas utility operations, operating revenues and margin at ETG for the period since Acquisition, which is July 1, 2018 through December 31, 2018 (in thousands, except for degree day data).

Utility Operating Revenues:
Firm & Interruptible Sales - 
Residential$80,215
Commercial & Industrial26,784
Firm & Interruptible Transportation -
Residential508
Commercial & Industrial15,148
Other2,949
Total Firm & Interruptible Revenues125,604
Less:
Total Cost of Sales - Utility (Excluding depreciation)53,491
Regulatory Rider Expenses*2,068
Utility Margin**$70,045
  
Utility Margin: 
Residential$43,293
Commercial & Industrial26,034
Regulatory Rider Expenses*718
Utility Margin**$70,045
  
Degree Days1,724

*Represents expenses for which there is a corresponding credit in operating revenues.  Therefore, such recoveries have no impact on ETG's financial results.

**Utility Margin in 2016 increased $10.5 million, or 4.1%, from 2015.is a non-GAAP financial measure and is further defined under the caption "Utility Margin" above. The rolling into base ratesdefinition of SHARP investments of approximately $36.6 million on October 1, 2015 contributed approximately $3.5 million of additional Utility Margin is the same for SJG, ETG and ELK utility operations.

Since ETG was acquired on July 1, 2018, there is no activity for the prior year period. ETG consists of natural gas distribution to residential, commercial and industrial customers in 2016. In addition,northern and central New Jersey. ETG's operating revenues of $125.6 million for the rolling into base rates of AIRP investments of $74.5 million on December 1, 2016 contributed approximately $1.5 million of additional Utility Margin in 2016. Net customer additions of 4,525 over the twelve-month periodyear ended December 31, 2016, representing 1.2% growth over2018 consists of firm sales and transportation, as well as interruptible sales and transportation. ETG does not have any off-system sales. The Utility Margin at ETG of $70.0 million is considered a non-GAAP measure and calculated the prior year, contributed approximately $4.0 million in additional Utility Margin.same as SJG as discussed under "Utility Margin" above.

ELK Utility Operations - The CIP mechanism protected $16.6 million, or $9.9 million after taxes, during 2016, dueactivities of ELK utility operations are not material to weather that was 8.1% warmer than average and customer usage variations.SJI's financial results.


Operating Revenues - Energy Group 20172018 vs. 20162017 - Combined revenues for Energy Group, net of intercompany transactions, increased $147.2$272.2 million, or 30.3%43.0%, to $632.6$904.8 million, in 20172018 compared with 2016.2017. The significant drivers for the overall change were as follows:

Revenues from retail gaswholesale energy operations at SJE,SJRG, net of intercompany transactions, increased $18.0$283.2 million or 19.9%, to $108.7$634.8 million in 2017for 2018 compared with 2016,2017. This increase was primarily due to a 26.3% increase in the average monthly NYMEX settle price, along with a 19.3%an overall increase in sales volumes driven by additionaldue to cold weather experienced in the first quarter of 2018, along with revenues earned on gas supply contracts entered intowith electric generation facilities, including three that began operations in 2017. Thislate 2017 or in the first quarter of 2018. Also contributing to the overall comparative period increase was partially offset with the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings as defined above, and represented a total decreaseincrease of $6.3$50.2 million in 2018 compared to the prior year period.with 2017.

Revenues from retail electricgas operations at SJE, net of intercompany transactions, decreased $2.8$10.0 million, or 1.6%9.2%, to $172.1$98.6 million in 2017for 2018 compared with 20162017 primarily due to the expirationagreement entered into in the fourth quarter of 2018 to sell the retail gas operations at SJE to a large contract with a group of school boards.third party (see Note 1 to the consolidated financial statements). Also contributing to thisthe comparative period decrease was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $0.8$2.7 million in 2018 compared with 2017. Partially offsetting these decreases was an increase in sales volumes due to cold weather experienced during the first quarter of 2018.

Revenues from retail electric operations at SJE, net of intercompany transactions, decreased $0.9 million, or 0.5%, to $171.2 million for 2018 compared with 2017, primarily due to lower sales volumes in the first two quarters of 2018 resulting from the expiration in the second quarter of 2017 of a large electric sales contract with a group of school boards. Also contributing to the prior year period.comparative period decrease was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $2.4 million in 2018 compared with 2017. Partially offsetting these decreases was a higher average LMP per megawatt hour in 2018 compared with 2017.

SJE uses forward financial contracts to mitigate commodity price risk on fixed price electric contracts. In accordance with GAAP, the forward financial contracts are recorded at fair value, with changes in fair value recorded in earnings in the period of change. The related customer contracts are not considered derivatives and, therefore, are not recorded in earnings until the electricity is delivered. As a result, earnings are subject to volatility as the market price of the forward financial contracts change, even when the underlying hedged value of the customer contract is unchanged. Over time, gains or losses on the sale of the fixed price electric under contract will be offset by losses or gains on the forward financial contracts, resulting in the realization of the profit margin expected when the transactions were initiated. The retail electric operations at SJE serve both fixed and market-priced customers.

Operating Revenues - Energy Services 2018 vs. 2017 - Combined revenues for Energy Services, net of intercompany transactions, decreased $32.1 million, or 32.8%, to $65.9 million in 2018 compared with 2017. The significant drivers for the overall change were as follows:

Revenues from on-site energy production at Marina, net of intercompany transactions, decreased $27.6 million, or 30.1%, to$63.9 million in 2018 compared with 2017, primarily due to a lack of SREC revenue in the second half 2018 as a result of the sale of solar assets to a third party buyer (see Note 1 to the consolidated financial statements). This was partially offset by increased production at the thermal facility.

Revenues from appliance service operations at SJESP, net of intercompany transactions, decreased $4.5 million, or 69.8%, to$1.9 million for 2018 compared with 2017 primarily due to the sale of certain assets of SJESP's residential and small commercial HVAC and plumbing business to a third party, which was completed on September 1, 2017.

Operating Revenues - Energy Group 2017 vs. 2016 - Combined revenues for Energy Group, net of intercompany transactions, increased $147.2 million, or 30.3%, to $632.6 million in 2017 compared with 2016. The significant drivers for the overall change were as follows:

Revenues from retail gas operations at SJE, net of intercompany transactions, increased $18.0 million, or 19.9%, to $108.7 million in 2017 compared with 2016, primarily due to a 26.3% increase in the average monthly NYMEX settle price, along with a 19.3% increase in sales volumes driven by additional contracts entered into in 2017. This was partially offset with the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings, as defined above, and represented a total decrease of $6.3 million compared to the prior year period.


Revenues from retail electric operations at SJE, net of intercompany transactions, decreased $2.8 million, or 1.6%, to $172.1 million in 2017 compared with 2016 primarily due to the expiration of a large contract with a group of school boards. Also contributing to this decrease was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $0.8 million compared to the prior year period.

Revenues from wholesale energy operations at SJRG, net of intercompany transactions, increased $131.7 million to $351.6 million in 2017 compared with 2016. This increase was primarily due to revenues earned on gas supply contracts with three electric generation facilities, which represented a total increase of $168.1 million. Partially offsetting this increase was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $33.5 million in 2017 compared with 2016.

Operating Revenues - Energy Services 2017 vs. 2016 - Combined revenues for Energy Services, net of intercompany transactions, increased $0.7 million, or 0.7%, to $98.0 million in 2017 compared with 2016. The significant drivers for the overall change were as follows:

Revenues from on-site energy production at Marina, net of intercompany transactions, increased $2.1 million, or 2.4%, to $91.5 million in 2017 compared with 2016, primarily due to an increase in solar renewable energy credits (SRECs)SRECs transferred as a result of more solar projects being online compared with 2016. Solar revenues, net of intercompany transactions, which is included in revenues from on-site energy production above, increased $1.3 million, or 2.4%, to $56.5 million in 2017 compared with 2016.

SRECs represent the renewable energy attribute of the solar electricity generated that can be sold to customers. Marina does not recognize revenue, or the related margin, until the SREC is certified and transferred to the customer’s electronic account. Customers may purchase SRECs to comply with solar requirements under various state renewable energy regulations. Approximately 73% of Marina’s 2017 solar production is in New Jersey, 9% is in Massachusetts, 15% is in Maryland, and 3% is in Vermont.

Marina hedges a portion of its anticipated SREC production through the use of forward sales contracts. The hedged percentage of projected SREC production related to in-service assets in New Jersey is 93% and 68% for energy years ending May 31, 2018 and 2019, respectively, and in Massachusetts is 54% for energy year ending December 31, 2018. SREC production related to in-service assets in Maryland and Vermont is currently unhedged.

Installed capacity was 201 MW and 198 MW at December 31, 2017 and 2016, respectively.

Revenues from appliance service operations at SJESP, net of intercompany transactions, decreased $1.4 million in 2017 compared with 2016 primarily due to the sale of certain assets of SJESP's residential and small commercial HVAC and plumbing business to a third party, which was completed on September 1, 2017 (see Note 1 to the consolidated financial statements).

Operating Revenues - Energy Group 2016 vs. 2015 - Combined revenues for Energy Group, net of intercompany transactions, increased $125.3 million, or 34.8%, to $485.4 million in 2016 compared with 2015.

Revenues from retail gas operations at SJE, net of intercompany transactions, increased $3.7 million, or 4.3%, to $90.6 million in 2016 compared with 2015. The increase in gas revenues was primarily due to the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $12.2 million in 2016 compared with 2015. This was partially offset with a 7.7% decrease in the average monthly NYMEX settle price.

Revenues from retail electric operations at SJE, net of intercompany transactions, increased $30.2 million, or 20.8%, to $174.9 million in 2016 compared with 2015, primarily due to a 17.9% increase in sales volumes, which was driven by additional electric contracts entered into during 2016. Also contributing was the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $2.3 million in 2016 compared with 2015.

SJE uses forward financial contracts to mitigate commodity price risk on fixed price electric contracts. In accordance with GAAP, the forward financial contracts are recorded at fair value, with changes in fair value recorded in earnings in the period of change. The related customer contracts are not considered derivatives and, therefore, are not recorded in earnings until the electricity is delivered. As a result, earnings are subject to volatility as the market price of the forward financial contracts change, even when the underlying hedged value of the customer contract is unchanged. Over time, gains or losses on the sale of the fixed price electric under contract will be offset by losses or gains on the forward financial contracts, resulting in the realization of the profit margin expected when the transactions were initiated. The retail electric operations at SJE serve both fixed and market-priced customers.

Revenues from the wholesale energy operations at SJRG, net of intercompany transactions, increased $91.6 million to $220.7 million in 2016 compared with 2015, primarily due to revenues earned on gas supply contracts with two electric generation facilities, along with additional transportation capacity. Also contributing was the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $3.9 million in 2016 compared with 2015. These were partially offset with a 7.7% decrease in the average monthly NYMEX settle price. As discussed in Note 1 to the consolidated financial statements, revenues and expenses related to the energy trading activities of SJRG are presented on a net basis in Operating Revenues - Nonutility on the statements of consolidated income.

Operating Revenues - Energy Services 2016 vs. 2015 - Combined revenues for Energy Services, net of intercompany transactions, increased $26.6 million, or 37.6%, to $97.3 million in 2016 compared with 2015.

Revenues from on-site energy production at Marina, net of intercompany transactions, increased $29.9 million, or 50.2%, to $89.4 million in 2016 compared with 2015. These increases were primarily due to higher prices on SREC's compared to the previous periods, an increase in SRECs transferred due to new solar projects and the revenues earned at several entities that became wholly owned by Marina as of December 31, 2015. Solar revenues, net of intercompany transactions, which is included in revenues from on-site energy production above, increased $15.3 million, or 38.5%, to $55.1 million in 2016 compared with 2015.

SRECs represent the renewable energy attribute of the solar electricity generated, which can be sold to customers. Marina does not recognize revenue, or the related margin, until the SREC is certified and transferred to a customer’s electronic account. Customers may purchase SRECs to comply with solar requirements under various state renewable energy regulations. Approximately 76% of Marina’s solar production is in New Jersey.

Marina hedges a portion of its anticipated SREC production through the use of forward sales contracts. The hedged percentage of projected SREC production related to in-service assets in New Jersey is 92% and 66% for energy years ending May 31, 2017 and 2018, respectively.

Installed capacity was 198 MW and 135 MW at December 31, 2016 and 2015, respectively.


Revenues from appliance service operations at SJESP, net of intercompany transactions, decreased $3.3 million, or 29.4%, to $7.9 million in 2016 compared with 2015, primarily due to lower installation jobs compared to the prior year.

Gross Margin - Nonutility - Gross margin for the nonutility businesses is defined as revenue less all costs that are directly related to the production, sellingsale and delivery of SJI's products and services. These costs primarily include natural gas and electric commodity costs as well as certain payroll and related benefits. On the statements of consolidated income, revenue is reflected in Operating Revenues - Nonutility and the costs are reflected in Cost of Sales - Nonutility. As discussed in Note 1 to the consolidated financial statements, revenues and expenses related to the energy trading activities of the wholesale energy operations at SJRG are presented on a net basis in Operating Revenues - Nonutility on the statements of consolidated income.

Gross margin for our nonutility business totaled $174.1 million and $84.0 million for 2018 and 2017, respectively. Gross margin is broken out between Energy Group and Energy Services, which are defined as categories of segments in Note 8 to the consolidated financial statements.

Gross Margin - Energy Group 2018 vs. 2017 - Combined gross margins for Energy Group increased $115.8 million to $108.8 million for 2018 compared with 2017. The significant drivers for the overall change were as follows:

Gross margin from the wholesale energy operations at SJRG increased $122.9 million to $100.8 million for 2018 compared to 2017. The significant drivers for the overall change were as follows:

$50.2 million increase resulting from the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings.

$38.7 million reduction in charges compared to the prior year recorded on a pricing dispute between SJI and a gas supplier (see Note 15 to the consolidated financial statements), along with two other settled cases (see 2017 vs. 2016 discussion below).
The remaining increase is primarily due to higher margins on daily energy trading activities and an overall increase in sales due to cold weather experienced in the first quarter of 2018.

The wholesale energy operations at SJRG expect to continue to add incremental margin from marketing and related opportunities in the Marcellus region, capitalizing on its established presence in the area. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices. As of December 31, 2018, the wholesale energy operations had 8.6 MMdts of storage and 566,989 dts/day of transportation under contract.

Gross margin from SJE’s retail gas and other operations decreased $2.7 million to $4.7 million for 2018 compared with 2017, primarily due to the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $2.7 million in 2018 compared with 2017.

Gross margin from SJE’s retail electric operations decreased $4.3 million to $3.2 million in 2018 compared with 2017, primarily due to lower sales volumes in the first two quarters of 2018 resulting from the expiration in the second quarter of 2017 of a large electric sales contract with a group of school boards. Also contributing to the comparative period decrease was the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $2.4 million in 2018 compared with 2017.

Gross Margin - Energy Services 2018 vs. 2017 - Combined gross margins for Energy Services decreased $25.6 million to $65.3 million for 2018 compared with 2017. The significant drivers for the overall change were as follows:

Gross margin from on-site energy production at Marina decreased $24.8 million to $63.3 million in 2018 compared with 2017, primarily due to the sale of certain SREC's (see Note 1 to the consolidated financial statements).

Gross margin from appliance service operations at SJESP decreased $0.8 million to $1.9 million in 2018 compared with 2017, primarily due to the impact of the sale of certain assets of SJESP's residential and small commercial HVAC and plumbing business to a third party, which was completed on September 1, 2017.

Gross Margin - Energy Group 2017 vs. 2016 - For 2017, combined gross margins for Energy Group decreased $87.6 million to a loss of $6.9 million compared with 2016. This decrease is primarily due toThe significant drivers for the following:overall change were as follows:

Gross margin from SJE’s retail gas and other operations decreased $6.0 million to $7.5 million in 2017 compared with 2016. This was primarily due to the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $6.3 million in 2017 compared with 2016.

Gross margin from SJE’s retail electric operations decreased $3.0 million to $7.5 million in 2017 compared with 2016. This decrease was primarily due to lower sales volumes resulting from the expiration of a large contract with a group of school boards, along with the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total decrease of $0.8 million.

Gross margin from the wholesale energy operations at SJRG decreased $78.8 million to a loss of $22.1 million in 2017 compared with 2016, primarily due to2016. The significant drivers for the following:overall change were as follows:

$49.6 million decrease resulting from an unfavorable court ruling related to a pricing dispute between SJRG and a supplier (see Note 15 to the consolidated financial statements), which is excluded for Economic Earnings.
$33.5 million decrease resulting from the change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings.
$9.5 million decrease resulting from a settlement of a legal dispute related to a three-year capacity management contract, which is excluded for Economic Earnings.
$7.4 million increase resulting from favorable FERC decision over a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten year period, which is excluded for Economic Earnings.

The remaining $6.4 million increase resulted from higher margins earned on daily energy trading activities, colder weather conditions in the fourth quarter of 2017, and additional margins earned during 2017 on gas supply contracts with three electric generation facilities.

The wholesale energy operations at SJRG expect to continue to add incremental margin from marketing and related opportunities in the Marcellus region, capitalizing on its established presence in the area. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices. As of December 31, 2017, the wholesale energy operations had 8.7 BcfMMdts of storage and 584,254 dts/day of firm transportation under contract.

Gross Margin - Energy Services 2017 vs. 2016 - For 2017, combined gross margins for Energy Services increased $2.8 million to $90.9 million compared with 2016. This increase is primarily due toThe significant drivers for the following:overall change were as follows:

Gross margin from on-site energy production at Marina increased $4.1 million to $88.2 million in 2017 compared with 2016, primarily due to an increase in SRECs transferred as a result of more solar projects being online compared to the same period in 2016, along with better production.

Gross margin from appliance service operations at SJESP decreased $1.4 million in 2017 compared with 2016 primarily due to the sale of certain assets of SJESP's residential and small commercial HVAC and plumbing business to a third party, which was completed on September 1, 2017 (see Note 1 to the consolidated financial statements).


Gross Margin - Energy Group 2016 vs. 2015 - For 2016, combined gross margins for Energy Group, net of intercompany transactions, increased $23.5 million to $80.7 million compared with 2015. This increase is primarily due to the following:

Gross Margin from SJE's retail gas and other operations increased $11.1 million to $13.5 million in 2016 compared with 2015, primarily due to the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $12.2 million in 2016 compared with 2015. The partially offsetting decrease does not represent a significant change.

Gross Margin from SJE's retail electric operations increased $4.4 million to $10.5 million in 2016 compared with 2015, primarily due to margins earned on additional electric contracts entered into in 2016. Also contributing was the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $2.3 million in 2016 compared with 2015.

Gross Margin from the wholesale energy operations at SJRG increased $8.1 million to $56.7 million in 2016 compared with 2015. The increase in gross margin was primarily due to additional transportation capacity along with margins earned on gas supply contracts with two electric generation facilities. Also contributing was the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, which is excluded for Economic Earnings and represented a total increase of $3.9 million in 2016 compared with 2015.

The wholesale energy operations at SJRG expect to continue to add incremental margin from marketing and related opportunities in the Marcellus region, capitalizing on its established presence in the area. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices. As of December 31, 2016, the wholesale energy operations had 7.9 Bcf of storage and 511,587 dts/day of transportation under contract.

Gross Margin - Energy Services 2016 vs. 2015 - For 2016, combined gross margins for Energy Services, net of intercompany transactions, increased $34.1 million to $88.2 million compared with 2015. This increase is primarily due to the following:

Gross Margin from on-site energy production at Marina increased $34.6 million to $84.0 million in 2016 compared with 2015. Gross margin as a percentage of Operating Revenues increased 10.9 percentage points in 2016 compared with 2015. These increases are primarily due to several higher margin renewable energy projects that began operations over the past twelve months, along with higher prices on SRECs compared to the previous year. Also contributing to the increase were margins earned at several entities that became wholly owned by Marina as of December 31, 2015.

Gross Margin from the appliance service operations at SJESP did not change significantly in 2016 compared with 2015.


Operations Expense - All Segments - A summary of net changes in operations expense follows (in thousands):
 
2017 vs. 20162016 vs. 20152018 vs. 20172017 vs. 2016
Gas Utility Operations$3,383
$(12,227)
SJI Utilities:  
SJG Utility Operations$16,316
$3,592
ETG Utility Operations52,070

ELK Utility Operations1,218

Subtotal SJI Utilities69,604
3,592
Nonutility:  
Energy Group:  
Wholesale Energy Operations(130)1,175
(1,560)(130)
Retail Gas and Other Operations1,221
3,239
1,705
1,221
Retail Electric Operations273
(1,778)(452)273
Subtotal Energy Group1,364
2,636
(307)1,364
Energy Services:  
On-Site Energy Production5,918
11,282
9,432
5,918
Appliance Service Operations(928)(586)(2,227)(928)
Subtotal Energy Services4,990
10,696
7,205
4,990
Total Nonutility6,354
13,332
6,898
6,354
Midstream291

Corporate & Services and Intercompany Eliminations12,506
2,180
10,302
12,765
Total Operations Expense$22,243
$3,285
$87,095
$22,711

GasOperations - In connection with the Acquisition, SJI consolidated the accounts of ETG and ELK utility operations beginning July 1, 2018 (see Note 20 to the consolidated financial statements), contributing an increase to Operations Expenses of $53.3 million.

SJG utility operations expense increased $3.4$16.3 million in 2018 compared with 2017. The increase primarily resulted from the operation of SJG’s CLEP and EEP, which experienced an aggregate net increase. Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experienced an offsetting increase in revenue during the year ended December 31, 2018. This was due to higher recoveries resulting from colder weather in the first quarter of 2018. In addition, the increase in operations expense was due to higher expenses in various areas, including those associated with corporate support, governance and compliance costs, along with increases in the reserve for uncollectibles as a result of higher customer accounts receivable balances.


SJG utility operations expense increased $3.6 million in 2017 compared with 2016. The increase was primarily due to higher corporate support, governance and compliance costs, higher compensation costs and higher costs related to the operation of SJG's compressed natural gas stations. The increases were partially offset by a decrease associated with the New Jersey Clean Energy Program and Energy Efficiency Programs which are recovered on a dollar-for-dollar basis; therefore, SJG experiencesexperienced an offsetting decrease in revenue during 2017.

Gas utilityNonutility operations expense decreased $12.2increased $6.9 million in 20162018 compared with 2015.2017. This decrease wasincrease is primarily due to costs incurred in the first half of 2018 at the on-site energy production segment to enter into a series of agreements whereby Marina is selling its portfolio of solar energy assets to a third-party buyer, along with costs incurred to enter into the sale of SJE's retail gas business (see Note 1 to the consolidated financial statements). These increases were partially offset with lower expenses associatedlegal fees incurred at the wholesale energy operations at SJRG from an unfavorable court ruling related to a pricing dispute between SJRG and a supplier (see Note 15 to the consolidated financial statements), along with a reduction at the New Jersey Clean Energy Program and Energy Efficiency Programs. Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experiences an offsetting decrease in revenue during 2016. This wasappliance service operations at SJESP due to the sale of certain assets of SJESP's residential and small commercial HVAC and plumbing business to a reduction in the approved level of recovery of such costs, as well as lower recoveries resulting from warmer weather. Also contributing to the decrease from the prior year were expenses associated with write-offs of uncollectible customer accounts receivable,third party, which resulted from fewer customer accounts being eligible to be written off in 2016 as a result of an improvement in the aging of receivables.was completed on September 1, 2017.

Nonutility operations expense increased $6.4 million in 2017 compared with 2016, primarily due to additional personnel, governance and compliance costs incurred to support continued growth.

The Corporate & Services segment contributedhad a $12.5$10.3 million increase in 2018 compared with 2017, and a $12.8 million increase in 2017 compared with 2016, in total operations expense primarily due to costs incurred on the agreement to acquire the assets of Elizabethtown Gas and Elkton GasAcquisition (see Note 1 to the consolidated financial statements). These include finders fees, consulting and legal charges, among others. This isThese increases were partially offset by intercompany eliminations.

Nonutility operations expense increased $13.3 million in 2016 compared with 2015 primarily due to operating expenses incurred at several entities that became wholly owned by Marina as of December 31, 2015 along with operating expenses at several renewable energy projects that commenced operations over the past twelve months. Also contributing to the 2018 increase is additional personnel, governance and compliancewere costs incurred to support continued growth.associated with the ERIP.
 
Other Operating Expenses - All Segments - A summary of changes in other consolidated operating expenses (in thousands):
 
2017 vs. 20162016 vs. 20152018 vs. 20172017 vs. 2016
Impairment Charges$91,299
$
$13,981
$91,299
Maintenance$2,178
$1,366
$12,435
$2,178
Depreciation$10,329
$17,938
$(3,995)$10,329
Energy and Other Taxes$145
$316
$3,050
$145
 

Impairment Charges - Marina incurred approximately $105.3 million of impairment charges on solar generating facilities and LFGTE assets in 2018, which were driven by the purchase price in the agreement to sell solar assets being less than the carrying amount of the assets, along with the carrying value of LFGTE assets no longer being recoverable (see Note 1 to the consolidated financial statements). Marina incurred approximately $91.3 million of non-cash impairment charges during the year,2017, including impairments on solar generating facilities, landfill gas-to-energy (LFGTE)LFGTE long-lived assets, LFGTE assets customer relationships, and goodwill (see Note 1 to the consolidated financial statements). These impairment charges were recorded in the On-Site Energy Production segment.

Maintenance Expense - Maintenance expense increased $2.2$12.4 million during 2017in 2018 compared with 20162017, of which ETG and ELK contributed $3.4 million. The remaining increase was primarily due to increased maintenance of services activity and higher levels of Remediation Adjustment Clause (RAC) amortization.RAC amortization at SJG. This increase in RAC-related expenses does not affect earnings, as SJG recognizes an offsetting amount in revenues. Maintenance expense increased $1.4$2.2 million during 20162017 compared with 20152016 primarily due to increased field activity related to the maintenance of services.services activity and higher levels of RAC amortization.
 
Depreciation Expense - Depreciation expense decreased $4.0 million in 2018 compared with 2017 primarily due to reduced depreciation expense at Marina as a result of the solar assets being classified as held for sale (see Note 1 to the consolidated financial statements), along with impairment charges taken on solar generating facilities and LFGTE assets in 2018. Partially offsetting this decrease is the impact of ETG and ELK, along with increased investment in property, plant and equipment by the gas utility operations of SJG. Depreciation increased $10.3 million in 2017 compared with 2016 primarily due to increased investment in property, plant and equipment by the gas utility operations at SJG and on-site energy production at Marina. Depreciation increased $17.9 million in 2016 compared with 2015 primarily due to depreciation incurred at several entities that became wholly owned by Marina as of December 31, 2015, along with increased investment in property, plant and equipment by the gas utility operations at SJG and on-site energy production at Marina.
 
Energy and Other Taxes - The change in energy and other taxes in 2017 and 20162018 compared with the prior yearsyear was attributable to the addition of ETG/ELK. The change in energy and other taxes in 2017 compared with the prior year was not significant.


Net Gain on Sales of Assets - In the fourth quarter 2018, the Company recognized net gains on the sale of assets of $15.4 million, which includes gains on the sale of solar assets of $17.6 million, partially offset with a loss incurred on the sale of the retail gas operations at SJE of $2.2 million. See Note 1 to the consolidated financial statements.

Other Income and Expense - Other income and expense decreased $8.6 million in 2018 compared with 2017 primarily due to a gain recorded on a sale of real estate during the first quarter of 2017, as well as interest income earned in 2017 from a favorable FERC decision over a tariff rate dispute at SJRG, neither of which recurred in 2018. Other income increased $5.5$6.0 million in 2017 compared with 2016 primarily due to higher AFUDC due to increased capital spending and a new AIRP II program at SJG, a gain recorded on a sale of real estate during the first quarter of 2017, as well as interest income earned from a favorable FERC decision over a tariff rate dispute at SJRG (see Note 15 to the consolidated financial statements). These were partially offset by a settlement at Marina during the second quarter of 2016 as discussed in Note 7 to the consolidated financial statements. The change in other income and expense in 2016 compared with 2015 was not significant.

Interest Charges - Interest charges increased $36.3 million in 2018 compared with 2017 primarily due to interest incurred on higher amounts of long-term debt outstanding at SJI and SJG, including financing for the Acquisition (see Note 14 to the consolidated financial statements).

Interest charges increased $22.6 million in 2017 compared with 2016 primarily due to the following:
$11.1 million due to higher amounts of long-term debt outstanding at SJI and SJG, along with higher interest rates on variable rate debt outstanding at SJI and SJG.
$5.1 million of charges incurred on the Bridge Credit Facilitybridge credit facility entered into in conjunction with the agreement to acquire Elizabethtown Gas and Elkton Gas (see Note 1 to the consolidated financial statements).Acquisition.
$4.0 million of interest charges incurred from an unfavorable court ruling related to a pricing dispute between SJRG and a supplier (see Note 15 to the consolidated financial statements),
$2.4 million resulting from an amendment of an existing interest rate derivative contract previously linked to unrealized losses recorded in AOCL, which was reclassified to interest expense as a result of the prior hedged transactions being deemed probable of not occurring (see Note 16 to the consolidated financial statements).
The change in interest charges in 2016 compared with 2015 was not significant.

Income Taxes - Income taxes went from a benefit of $24.9 million in 2017 to expense of $0.6 million in 2018 primarily due to income before income taxes in 2018 as opposed to a loss before income taxes in 2017. Income taxes changed from a $54.2 million expense in 2016 to a $24.9 million benefit in 2017 primarily due to $13.5 million of adjustments made as a result of the Tax Cuts and Jobs Act,Reform, which was enacted in 2017 (see Note 4 to the consolidated financial statements), which are excluded from Economic Earnings. Also contributing was an overall loss before income taxes, as opposed to income in 2016, primarily due to several impairment charges taken as discussed under "Impairment Charges" above (also see Note 1 to the consolidated financial statements), along with an unfavorable court ruling related to a pricing dispute between SJRG and a supplier (see Note 15 to the consolidated financial statements). These were partially offset with the impact of recording no investment tax credits on renewable energy facilities in 2017 as opposed to $9.1 million in 2016, which is consistent with SJI's previously announced strategy of substantially reducing solar development. Income tax expense increased $52.8 million in 2016 compared with 2015 primarily due to a higher effective tax rate due to a decrease in the investment tax credits available on renewable energy facilities at Marina, along with higher income before income taxes. Investment tax credits from renewable energy facilities at Marina of $9.1 million and $38.3 million were recognized for the years ended December 31, 2016 and 2015 , respectively.

Equity in Earnings of Affiliated Companies - The change in equity in earnings of affiliated companies in 2018 and 2017 compared with 2016the prior year was not significant. Equity in earnings of affiliated companies increased $33.2 million to earnings of $5.4 million in 2016 compared with 2015 primarily due to the impact of a reduction in the carrying amount of an investment at one of Energenic's operating subsidiaries, which occurred in the second quarter of 2015, along with a settlement at Marina in the third quarter of 2016 (see Note 7 to the consolidated financial statements).
 

Discontinued Operations - The losses are primarily comprised of environmental remediation and product liability litigation associated with previously disposed of businesses.

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

Cash Flows from Operating Activities - Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities totaled $143.6 million, $190.3 million and $262.6 million in 2018, 2017 and $186.7 million in 2017, 2016, and 2015, respectively. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conservation efforts and the price of the natural gas commodity, inventory utilization, and gas cost recoveries. Operating activities in 2018 produced less net cash than 2017 due to lower collections from customers at the Utilities as well as higher costs experienced at SJG for environmental remediations. This decrease was partially mitigated by higher margins and increased collections on daily energy trading activities at SJRG driven in part by cold weather experienced in the first quarter of 2018, along with the SJG base rate case settlement and customer growth. In addition, SJI did not make a pension payment in 2018, but did make a $10.0 million contribution in the first quarter of 2017.

Operating activities in 2017 produced less net cash than 2016, primarily due to under-recoveries in the BGSS clause at SJG. During the second quarter of 2017, SJG provided a customer BGSS bill credit based on a forecasted over-recovered clause balance at the end of the BGSS year. In addition, SJG experienced higher spending for environmental remediation. Finally, during the first quarter of 2017, SJI made a $10.0 million payment to fund its pension plans. SJI did not make a pension payment in 2016. SJI strives to keep its pension plans fully funded. When factors such as lesser than expected asset performance and/or declining discount rates negatively impact the funding status of the plans, SJI increases its contributions to supplant that funding shortfall.

Net cash flow from operating activities increased in 2016 compared to 2015 primarily due to improvements in working capital due to higher customer receivable collections as well as lower gas purchases as a result of the warmer weather experienced during 2016. In addition, SJI did not make a pension payment in 2016. In 2015, SJI made a $15.0 million pension contribution as a result of a decline in the discount rate and new mortality tables released at the end of 2014, both of which negatively impacted the funding status of its pension plans. The Company strives to keep its pension plans fully funded. When factors such as lesser than expected asset performance and/or declining discount rates negatively impact the funding status of the plans, the Company increases its contributions to compensate for that funding shortfall. Partially offsetting the increase was higher spending on environmental remediation at the utility and lower collections under utility regulatory clauses due to warmer weather experienced throughout 2016.

Cash Flows from Investing Activities - SJI has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment. Net cash outflows from investing activities, which are primarily construction projects along with the impacts from the Acquisition, for 2018, 2017 2016 and 20152016 amounted to $1.79 billion, $287.3 million and $280.3 million, and $387.3 million, respectively. The high amount of net cash outflows from investing activities for 2018 was due to cash paid for the Acquisition (see Note 20 to the consolidated financial statements). We estimate the net cash outflows for investing activities, net of refinancings and returns/advances on investments from affiliates, for 2018, 2019, 2020 and 20202021 to be approximately $331.4$378.9 million, $389.5$536.5 million and $325.8$506.4 million, respectively.  These amounts include the capital expenditures of ETG and ELK (post-Acquisition) for all three years. The high level of investing activities for 2018, 2019, 2020 and 20202021 is due to a combination of the accelerated infrastructure investment programs and a major pipeline project to support an electric generation facility, both at SJG. Also contributing to the high level of investing activities are potentialSJG along with projected SJI Midstream investments, net of potentialprojected returns, in 20182019 through 2020.2021. SJI expects to use short-term borrowings under lines of credit from commercial banks and thea commercial paper program to finance these investing activities as incurred. From time to time, SJI may refinance the short-term debt with long-term debt. Expected future expenditures related to the acquisition of Elizabethtown Gas and Elkton Gas are not included in the future

Other key investing activities noted aboveof SJI during 2018 and 2017 were as those costs are still being evaluated, andfollows:
SJI received approximately $310.6 million in 2018 from the acquisition is still pending approvals.sale of certain solar assets along with the sale of SJE's retail gas operations. See Note 1 to the consolidated financial statements.

SJI paid $11.3 million to enter into a new asset management agreement. See Note 1 to the consolidated financial statements.
The CompanySJI made net investments in unconsolidated affiliates of $6.6 million and $32.1 million in 2018 and $7.5 million in 2017, and 2016, respectively.

During 2017, SJI received approximately $3.1 million related to the sale of real estate. SJI recognized an after-tax gain on this sale of approximately $1.7 million.

During 2017, SJI made an incremental $7.5 million payment above the prior year to fund company-owned life insurance.

During 2017, SJI received the remaining balance in connection with an outstanding note receivable with a third party. Cash proceeds received in 2017 were $22.9 million.



Cash Flows from Financing Activities - Short-term borrowings from the commercial paper program and lines of credit from commercial banks are used to supplement cash flows from operations, to support working capital needs and to finance capital expenditures and acquisitions as incurred. From time to time, short-term debt incurred to finance capital expenditures is refinanced with long-term debt.
 

Credit facilities and available liquidity as of December 31, 20172018 were as follows (in thousands):
 
Company Total Facility Usage Available Liquidity Expiration Date  Total Facility Usage Available Liquidity Expiration Date
SJI:                 
Syndicated Revolving Credit Facility

 $400,000
 $251,000
(A)$149,000
 August 2022(C)
SJI Syndicated Revolving Credit Facility $400,000
 $33,100
(A)$366,900
 August 2022
Revolving Credit Facility

 50,000
 50,000
 
 September 2019(D) 50,000
 50,000
 
 September 2019
 

 

 

 
  

 

 

 
Total SJI 450,000
 301,000
 149,000
    450,000
 83,100
 366,900
  
 

 

 

 
  

 

 

 
SJG:                 
Commercial Paper Program/Revolving Credit Facility

 200,000
 52,800
(B)147,200
 August 2022(E) 200,000
 108,300
(B)91,700
 August 2022
Uncommitted Bank Line 10,000
 
 10,000
 August 2018  10,000
 

 10,000
 August 2019


              
Total SJG 210,000
 52,800
 157,200
    210,000
 108,300
 101,700
  
 

 

 

 
        
ETG/ELK:       
ETG/ELK Revolving Credit Facility 200,000
 86,000
 114,000
 June 2020
 

 

 

 
Total $660,000
 $353,800
 $306,200
    $860,000
 $277,400
 $582,600
  
 


(A) Includes letters of credit outstanding in the amount of $6.6$6.1 million.

(B) Includes letters of credit outstanding in the amount of $0.8 million.

(C) In August 2017,On June 26, 2018, SJI (as a guarantor to ELK's obligation under this revolving credit agreement) and ETG and ELK (as Borrowers) entered into a five year, unsecured $400.0$200.0 million, two-year revolving credit agreement which is syndicated amongwith several banks. In connection with this agreement, SJI terminated its previous $400.0 millionlenders. The revolving credit agreement.

(D) In September 2017, SJI amendedagreement provides for the extension of credit to the Borrowers in a total aggregate amount of $200.0 million ($175.0 million for ETG; $25.0 million for ELK), in the form of revolving loans up to a full amount of $200.0 million, swingline loans in an unsecuredamount not to exceed an aggregate of $20.0 million and letters of credit in an amount not to exceed an aggregate of $50.0 million, each at the applicable interest rates specified in the revolving credit agreement. Subject to certain conditions set forth in the revolving credit agreement, ETG may increase the revolving credit facility for two years. Theup to a maximum aggregate amount of $50.0 million (for a total revolving facility now terminatesof up to $250.0 million). This facility contains one financial covenant, limiting the ratio of indebtedness to total capitalization (as defined in September 2019.the credit agreement) of each Borrower to not more than 0.70 to 1, measured at the end of each fiscal quarter. ETG and ELK were in compliance with this covenant at December 31, 2018. As of December 31, 2018, outstanding loans from this credit facility amount to $86.0 million.

(E) In August 2017,The SJG entered into a five year, unsecured $200.0 million revolving credit agreement which is syndicated among several banks. In connection with this agreement, SJG terminated its previous $200.0 million revolving credit agreement.

The SJGand ETG/ELK facilities are restricted as to use and availability specifically to SJG;SJG and ETG/ELK, respectively; however, if necessary, the SJI facilities can also be used to support SJG'sthe liquidity needs.needs of SJG, ETG or ELK. All committed facilities contain one financial covenant limiting the ratio of indebtedness to total capitalization of the applicable borrowers (as defined in the respective credit agreements), measured on a quarterly basis. SJI, SJG, ETG and SJGELK were in compliance with these covenants as of December 31, 2017.2018. Borrowings under these credit facilities are at market rates.

SJI's weighted average interest rate on these borrowings (which includes SJG and ETG/ELK), which changes daily, was 2.46%3.32%, 1.47%2.46% and 1.13%1.47% at December 31, 2018, 2017 2016 and 2015,2016, respectively.  SJG's weighted average interest rate on these borrowings, which changes daily, was 1.88%2.96%, 0.97%1.88% and 0.66%0.97% at December 31, 2018, 2017 2016 and 2015,2016, respectively.

SJI's average borrowings outstanding under these credit facilities (which includes SJG)SJG and ETG/ELK), not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $276.7$265.5 million and $321.9$276.7 million, respectively. The maximum amounts outstanding under these credit facilities (which includes SJG)SJG and ETG/ELK), not including letters of credit, during the years ended December 31, 2018 and 2017 were $497.0 million and 2016 were $373.8 million and $467.7 million respectively.


SJG's average borrowings outstanding under its credit facilities, not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $17.6$86.0 million and $71.5$17.6 million, respectively. The maximum amount outstanding under theseits credit facilities, not including letters of credit, during the years ended December 31, 2018 and 2017 were $177.0 million and 2016 were $110.1 million, and $141.7 million, respectively.


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

The SJI and SJG principal credit facilities are provided by a syndicate of banks. In January 2018, the NPA for Senior Unsecured Notes issued by SJI, as well as the credit agreements with its syndicate of banks, were amended to reflect a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) to not more than 0.70 to 1, measured at the end of each fiscal quarter. For SJI, the equity units are treated as equity (as opposed to how they are classified on the consolidated balance sheet, as long-term debt) for purposes of the covenant calculation. Further, in the event that SJI receives less than $500.0 million of net cash proceeds from the issuance of equity or equity-linked securities, that financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) increases to not more than 0.75 to 1, measured at the end of each fiscal quarter, for a period of one year following the closing of the acquisition of ETG and containELK. SJI and SJG were in compliance with this covenant as of December 31, 2018. However, one SJG bank facility still contains a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective credit agreements) to not more than 0.70 to 1, measured at the end of each fiscal quarter. However, as of December 31, 2017, several bank facilities for both SJI and SJG, as well as Senior Unsecured Notes issued by SJI, still contained one financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective credit agreements)agreement) to not more than 0.65 to 1 measured at the end of each fiscal quarter. As a result, as of December 31, 2017, both SJI and SJG needed tomust ensure that the ratio of indebtedness to total capitalization (as defined in the respective credit agreements) didagreement) does not exceed 0.65 to 1. SJI and1, as measured at the end of each fiscal quarter. SJG wereis was in compliance with these covenantsthis covenant as of December 31, 2017. All of SJI's bank facilities and Senior Unsecured Notes were amended to the new ratio in January 2018.

SJG has a commercial paper program under which SJG may issue short-term, unsecured promissory notes to qualified investors up to a maximum aggregate amount outstanding at any time of $200.0 million.  The notes have fixed maturities which vary by note, but may not exceed 270 days from the date of issue. Proceeds from the notes are used for general corporate purposes.  SJG uses the commercial paper program in tandem with the new $200.0 million revolving credit facility and does not expect the principal amount of borrowings outstanding under the commercial paper program and the credit facility at any time to exceed an aggregate of $200.0 million.

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

2018-2019 Activity:

In January 2018, SJI issued the following MTN's: (a) $25.0 million aggregate principal amount of 3.32% Senior Notes, Series 2017A-2, due January 2025 and (b) $25.0 million aggregate principal amount of 3.56% Senior Notes, Series 2017B-2, due January 2028.

In the second quarter of 2018, the Company issued senior unsecured notes as follows: (a) $90.0 million aggregate principal amount of 3.18% Senior Notes, Series 2018A, due April 2021; (b) $80.0 million aggregate principal amount of 3.82% Senior Notes, Series 2018B, due 2028; and (c) $80.0 million aggregate principal amount of 3.92% Senior Notes, Series 2018C, due 2030.

In April 2018, the Company completed the following public offerings, the net proceeds of which were used to fund a portion of the consideration paid for the assets of ETG and ELK (see Notes 1 and 6 to the consolidated financial statements):

SJI offered 12,669,491 shares of its common stock, par value $1.25 per share, at a public offering price of $29.50 per share. Of the offered shares, 5,889,830 shares were issued at closing, including 1,652,542 shares pursuant to the underwriters’ option. The gross proceeds from these shares was $173.7 million, with net proceeds, after deducting underwriting discounts and commissions, of $167.7 million. The remaining 6,779,661 shares of common stock ("Forward Shares") were to be sold by Bank of America, N.A., as forward seller, pursuant to a forward sale agreement. The Company received no proceeds from the sale of the Forward Shares in 2018. In January 2019, the Company settled the equity forward sale agreement by physically delivering 6,779,661 shares of common stock and receiving net cash proceeds of approximately $189.0 million. See Note 22 to the consolidated financial statements.

SJI issued and sold 5,750,000 Equity Units, initially in the form of Corporate Units, which included 750,000 Corporate Units pursuant to the underwriters’ option. Each Corporate Unit has a stated amount of $50 and is comprised of (a) a purchase contract obligating the holder to purchase from the Company, and for the Company to sell to the holder for a price in cash of $50, on the purchase contract settlement date, or April 15, 2021, subject to earlier termination or settlement, a certain number of shares of common stock; and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of SJI’s 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031. SJI will pay the holder quarterly contract adjustment payments at a rate of 3.55% per year on the stated amount of $50 per Equity Unit, in respect of each purchase contract, subject to the Company's right to defer these payments. No deferral period will extend beyond the purchase contract settlement date. The contract adjustment payments are payable quarterly on January 15, April 15, July 15 and October 15 of each year (except that if such date is not a business day, contract adjustment payments will be payable on the following business day, without adjustment), commencing on July 15, 2018. The contract adjustment payments will be subordinated to all of the Company's existing and future “Priority Indebtedness” and will be structurally subordinated to all liabilities of our subsidiaries. The present value of the contract adjustment payments due through April 15, 2021 are initially charged to Shareholders’ Equity, with an offsetting credit to Other Current and Noncurrent Liabilities on the consolidated balance sheet. These liabilities are accreted over the life of the purchase contract by interest charges to the income statement based on a constant rate calculation. Subsequent contract adjustment payments reduce this liability. This offering resulted in gross proceeds of approximately $287.5 million, with net proceeds, after deducting underwriting discounts and commissions, of $278.9 million. As of December 31, 2018, the net proceeds, after amortization of the underwriting discounts, are recorded as Long-Term Debt on the consolidated balance sheets (see Note 14).
On June 20, 2018, the Company issued an aggregate of $475.0 million of Floating Rate Senior Notes, Series 2018D, due 2019 on the one-year anniversary of the date of initial issuance. These notes will be repaid using the proceeds of the various contemplated asset sales or will be refinanced.

In July 2018, S&P downgraded SJI and SJG, from BBB+ with a negative outlook to BBB with a stable outlook. S&P had revised the outlook for both SJI and SJG from stable to negative after the announcement of the Acquisition in October 2017. Certain of SJI's and SJG's credit agreements are ratings-based so a downgrade could adversely impact the cost of future borrowings. The Company does not believe that the downgrade will negatively impact our ability to refinance any of our debt.

In October 2018, SJG entered into an unsecured, $400.0 million term loan credit agreement (the “Credit Agreement”), under which SJG can borrow up to an aggregate of $400.0 million until October 2019. All loans under the Credit Agreement become due and payable in April 2020. Any amounts repaid prior to the maturity date cannot be reborrowed.

In November 2018, SJG redeemed $8.0 million of 4.01% MTNs.

In December 2018, ETG issued $530.0 million aggregate principal amount of its First Mortgage Bonds, Series 2018A, which were issued in five Tranches (see Note 14 to the consolidated financial statements). The proceeds from the sale of these bonds were used to repay short-term indebtedness under a previous $530.0 million, 364-day term loan credit agreement dated as of June 26, 2018, which was entered into to help fund the Acquisition. Prior to repayment, the term loans bore interest at a variable base rate or a variable LIBOR at the election of the Company.

On January 15, 2019, SJI settled its equity forward sale agreement (see Note 6 to the consolidated financial statements) by delivering 6,779,661 shares of common stock and receiving net cash proceeds of approximately $189.0 million. The forward price used to determine cash proceeds received by SJI at settlement was calculated based on the initial forward sale price, as adjusted for underwriting fees, interest rate adjustments as specified in the equity forward agreement and any dividends paid on our common stock during the forward period.

On January 17, 2019, SJI provided Notice of Optional Prepayment to the holders of its Floating Rate Senior Notes, Series 2018D, due June 20, 2019 of the Company’s intent to prepay a portion of the $475.0 million aggregate principal amount outstanding. As a result, the Company paid $150.0 million on January 31, 2019. On February 6, 2019, a second Notice of Optional Prepayment was provided by SJI to the holders of its Floating Rate Senior Notes, Series 2018D, due June 20, 2019 of the Company's intent to prepay an additional $125.0 million on February 22, 2019.


CURRENT PORTION OF LONG-TERM DEBT - The Company has $733.9 million of long-term debt that is due within the next year. The Company expects to significantly reduce this debt in 2019 using cash provided from the settlement of its equity forward sale agreement (see Note 22 to the consolidated financial statements), the sale of the remaining solar assets (see Note 1 to the consolidated financial statements), along with the sale of other assets considered non-core to the business.  The remaining long-term debt that is due within the next year is expected to be paid by utilizing funds provided from refinancing activity and from the revolving credit facility. The Company anticipates refinancing approximately $500.0 million of outstanding long-term debt during 2019.

2017 Activity:

In January 2017, SJG entered into a Supplemental Indenture Amending and Restating First Mortgage Indenture (the “New Mortgage”), which amended and restated in its entirety that Indenture of Mortgage dated October 1, 1947. The New Mortgage provides for the issuance by SJG of bonds, notes or other securities that are secured by a lien on substantially all of the operating properties and franchises of SJG.

SJG had a $200.0 million multiple-draw term facility offered by a syndicate of banks. This facility bore interest at a floating rate based on LIBOR plus a spread determined by SJG's credit ratings. The total outstanding amount under this facility as of December 31, 2016 was $200.0 million, which was classified in current portion of long-term debt on the consolidated balance sheets as of December 31, 2016 as it was due in June 2017. In January 2017, SJG issued $200.0 million aggregate principal amount of MTN's, Series E, 2017, due January 2047, with principal repayments beginning in 2025. The MTN's bear interest at an annual rate of 3.0% payable semiannually. Proceeds were used to pay down the above-mentioned $200.0 million multiple-draw term facility which was set to expire in June 2017.facility.

In January 2017, SJG entered into an unsecured, $200.0 million multiple-draw term loan credit agreement ("Credit Agreement"), which is syndicated among seven banks. Term loans under the Credit Agreement bear interest at a variable base rate or a variable LIBOR rate, at SJG's election. Under the Credit Agreement, SJG can borrow up to an aggregate of $200.0 million until July 2018, of which SJG borrowed $200.0 million during 2017. All loans underProceeds from the Credit Agreement become dueabove-mentioned $400.0 million term loan credit agreement entered into in January 2019.October 2018 were used to pay down this facility.

In May 2017, Marina voluntarily redeemed bonds issued by the New Jersey Economic Development Authority (NJEDA)NJEDA in an aggregate principal amount of $61.4 million, as follows:  Thermal Energy Facilities Revenue Bonds (Marina Energy LLC - 2001 Project) Series A ($20.0 million); Thermal Energy Facilities Federally Taxable Revenue Bonds (Marina Energy LLC - 2001 Project) Series B ($25.0 million); and Thermal Energy Facilities Revenue Bonds (Marina Energy LLC Project) Series 2006A ($16.4 million).  In connection with the redemptions, separate related letter of credit reimbursement agreements were terminated (see Note 15 to the consolidated financial statements).

In June 2017, SJI redeemed at maturity $16.0 million of 2.71% Senior Unsecured Notes.

In July 2017, SJG redeemed at maturity $15.0 million of 4.657% MTNs.

In August 2017, SJI entered into a note purchase agreement that provides for the issuance of an aggregate of $100.0 million of MTNs. Pursuant to the agreement, SJI issued $50.0 million aggregate principal amount of MTNs, consisting of (a) $25.0 million aggregate principal amount of 3.22% Senior Notes, Series 2017A-1, due August 2024, and (b) $25.0 million aggregate principal amount of 3.46% Senior Notes, Series 2017B-1, due August 2027. The agreement also provided for the issuance of (a) $25.0 million aggregate principal amount of 3.32% Senior Notes, Series 2017A-2, due January 2025 and (b) $25.0

million aggregate principal amount of 3.56% Senior Notes, Series 2017B-2, due January 2028, that SJI issued in January 2018 (see Note 19 to the consolidated financial statements).

In October 2017, SJI entered into a 364-day, $2.6 billion syndicated, committed Bridge Facility to finance the acquisition of the assets of Elizabethtown Gas and Elkton Gas (see Note 1 to the consolidated financial statements). In November 2017 and January 2018, as a result of amendments to various outstanding debt agreements, SJI reduced the bridge commitments to $1.7 billion, or the amount of the purchase price for the assets SJI agreed to acquire. SJI incurred $10.4 million of debt issuance costs, which, net of $2.6 million of amortization, are recorded as a reduction to long-term debt on the consolidated balance sheets. The Bridge Facility is also subject to ticking fees every 90 days, and as a result SJI has paid $2.5 million of ticking fees through December 31, 2017.

In January 2018, SJI verbally agreed to issue an aggregate $250.0 million principal amount of Senior Unsecured Notes via a delayed draw private placement. The first tranche of $90.0 million will close and fund by April 2018, at an interest rate of 3.18% and will mature in April 2021. The second tranche and third tranches, totaling $160.0 million, will close and fund prior to the acquisition date but no later than July 2018. The second tranche is for $80.0 million, matures in 2028, and the coupon rate will be 3.78% plus a 2 basis point premium per month after April 2018 until funding. The third tranche is for $80.0 million, matures in 2030, and the coupon rate will be 3.88% plus a 2 basis point premium per month after April 2018 until funding. For the second and third tranches, the coupon rates will be fixed upon closing.

In January 2016, the Company paid $12.7 million to retire outstanding debt of ACB.

In July 2016, SJG retired $15.0 million of 4.66% MTN's at maturity.

In August 2016, SJG retired $10.0 million of 5.437% MTN's at maturity.

In August 2016, the Company paid an aggregate $8.3 million to retire outstanding long-term debt for ACLE, SCLE and SXLE.

SJG makes payments of $0.9 million annually through December 2025 toward the principal amount of 3.63% MTN's, including a payment made in 2017. As such, $0.9 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year (see Note 14 to the consolidated financial statements).

No other long-term debt was issued or retired during the years ended December 31, 20172018 or 2016. In May 2016, the Company issued and sold 8,050,0002017.

SJI offers a DRP which allows participating shareholders to purchase shares of itsSJI common stock par value $1.25 per share at a public offering, raising net proceedsby automatic reinvestment of approximately $203.6 million. The net proceeds from this offering weredividends or will be used for capital expenditures, primarily for regulated businesses, including infrastructure investments at its utility business.

Prior to May 1, 2016,optional purchases. SJI raised equity capital through its Dividend Reinvestment Plan (DRP). Shares of common stock offered by the DRP had been issued directly by SJI from its authorized but unissued shares of common stock. SJI raised $10.8 million of equity capital through the DRP in 2016. Effective May 1, 2016, SJI switched to purchasingcurrently purchases shares on the open market to fund share purchases by DRP participants, and as a result SJI did not raise any equity capital through the DRP in 2017.2017 or 2018. SJI does not intend to issue equity capital via the DRP in 2018.2019.
 

SJI's capital structure was as follows:
 
As of December 31,As of December 31,
2017 20162018 2017
Equity43.7% 49.1%28.9% 43.7%
Long-Term Debt43.6% 39.6%64.9% 43.6%
Short-Term Debt12.7% 11.3%6.2% 12.7%
Total100.0% 100.0%100.0% 100.0%


ForDuring 2018, 2017 2016 and 2015,2016, SJI paid quarterly dividends to its common shareholders. SJI has paid dividends on its common stock for 6667 consecutive years and has increased that dividend each year for the last 1819 years. The CompanySJI currently seeks to grow that dividend consistent with earnings growth while targeting a payout ratio of between 55% and 70%65% of Economic Earnings. In setting the dividend rate, the Board of Directors of SJI considers future earnings expectations, payout ratio, and dividend yield relative to those at peer companies, as well as returns available on other income-oriented investments.  However, there can be no assurance that SJI will be able to continue to increase the dividend, meet the targeted payout ratio or pay a dividend at all in the future.

COMMITMENTS AND CONTINGENCIES:

ENVIRONMENTAL REMEDIATION - Costs for remediation projects, net of recoveries from ratepayers, for 2018, 2017 2016 and 20152016 amounted to net cash outflows of $59.3 million, $39.9 million and $39.7 million, and $22.1 million, respectively. These include environmental remediation liabilities of ETG associated with six former manufactured gas plant sites in New Jersey which are recoverable from customers through rate mechanisms approved by the BPU. Total net cash outflows for remediation projects are expected to be approximately $57.5$43.2 million, $48.4$77.9 million and $12.6$54.0 million for 2018, 2019, 2020 and 2020,2021, respectively.  As discussed in Notes 10 and 15 to the consolidated financial statements, certain environmental costs are subject to recovery from ratepayers.
    
STANDBY LETTERS OF CREDIT — As of December 31, 2017, SJI provided $6.6 million of standby letters of credit through its revolving credit facility to enable SJE to market retail electricity and for various construction and operating activities. SJG provided a $0.8 million letter of credit under its revolving credit facility to support the remediation of environmental conditions at certain locations in SJG's service territory. SJG has provided $25.1 million of additional letters of credit under a separate facility outside of the revolving credit facility to support variable-rate demand bonds issued through the NJEDA to finance the expansion of SJG’s natural gas distribution system. In May 2017, Marina redeemed its variable-rate demand bonds, and the related letters of credit reimbursement agreements, which totaled $62.3 million, were terminated (seeSee Note 1415 to the consolidated financial statements).statements.

CONTRACTUAL OBLIGATIONS - SJG and SJRG have certain commitments for both pipeline capacity and gas supply for which they pay fees regardless of usage. Those commitments as of December 31, 2017,2018, average $87.7$84.6 million annually and total $875.9$867.5 million over the contracts' lives. Approximately 33%36% of the financial commitments under these contracts expire during the next five years. These contracts are included in SJI's contractual obligations below. We expect to renew each of these contracts under renewal provisions as provided in each contract. SJG recovers all prudently incurred fees through rates via the BGSS clause.
    
In addition, in the normal course of business, SJG and SJRG have entered into long-term contracts for natural gas supplies.  SJRG has committed to purchase a minimum of 604,000 dts/d and up to 954,000832,500 dts/d of natural gas, from various suppliers, for terms ranging from threefour to ten years at index-based prices.  SJG has committed to purchase a minimum of 6,250 dts/d and up to 25,000 dts/d of natural gas, from one supplier, for a term of eight years at index-based prices. SJG has also committed to a purchase of a minimum of 55,000 dts/d and up to 70,000 dts/d, for a term of ten years at index-based prices. The obligations for these purchases have not been included in SJI's contractual obligations discussed below because the actual volumes and prices are not fixed.


The following table summarizes our contractual cash obligations and their applicable payment due dates as of December 31, 20172018 (in thousands):
 
 Up toYearsMore than Up toYearsMore than
Contractual Cash ObligationsTotal1 Year2 & 34 & 55 YearsTotal1 Year2 & 34 & 55 Years
    
Principal Payments on Long-Term Debt$1,204,173
$63,809
$526,818
$93,993
$519,553
$2,867,764
$733,909
$495,818
$106,168
$1,531,869
Interest on Long-Term Debt283,418
38,694
55,763
45,359
143,602
1,091,131
105,180
154,071
124,958
706,922
Construction Obligations118,162
118,162



320,672
320,672



Operating Leases1,472
745
624
103

1,885
838
916
131

Commodity Supply Purchase Obligations1,622,553
650,658
406,692
119,669
445,534
1,701,676
626,361
483,359
195,228
396,728
Environmental Remediation Costs172,855
66,372
61,022
1,537
43,924
253,650
47,592
131,878
46,810
27,370
New Jersey Clean Energy Program13,154
13,154



18,832
18,832



Other Purchase Obligations2,437
2,437



4,213
4,213



Total Contractual Cash Obligations$3,418,224
$954,031
$1,050,919
$260,661
$1,152,613
$6,259,823
$1,857,597
$1,266,042
$473,295
$2,662,889
 
Long-Term Debt in the table above does not include unamortized debt issuance costs of $17.4$27.0 million, which are reclassified to Long-Term Debt on the consolidated balance sheets.

Interest on long-term debt in the table above includes the related interest obligations through maturity on all outstanding long-term debt.  Expected asset retirement obligations and the liability for unrecognized tax benefits are not included in the table above as the total obligation cannot be calculated due to the subjective nature of these costs and timing of anticipated payments. SJI did not make contributions to its employee pension plans in 2018. SJI contributed $10.0 million to the pension plans, of which SJG contributed $8.0 million, in January 2017. SJI did not make contributions to its employee pension plans in 2016. Future pension contributions cannot be determined at this time. SJG's regulatory obligation to contribute $3.6 million annually to its postretirement benefit plans’ trusts, as discussed in Note 12 to the consolidated financial statements, is also not included as its duration is indefinite.

RC Cape May Holdings, LLC has communicated to SJG that it no longer intends to proceed with a project to re-power the former BL England facility with natural gas. The total potential consideration relatedproposed project was approved by the BPU in 2015 and the New Jersey Pinelands Commission in 2017, and would have supplied natural gas to this facility as well as provided a secondary supply of natural gas to customers in Atlantic and Cape May counties. SJG remains committed to meeting the agreements to acquire the assetsvitally important needs of Elizabethtown Gasresidents and Elkton Gas, along with expected future costs to complete the acquisition, are not includedbusinesses in the table above due to pending approvals as discussed earlier in Management's Discussion. Also see Note 1 to the consolidated financial statements.these counties, and SJG is exploring other alternatives.

Off-Balance Sheet ArrangementsOFF-BALANCE SHEET ARRANGEMENTS - An off-balance sheet arrangement is any contractual arrangement involving an unconsolidated entity under which the Company has either made guarantees or has certain other interests or obligations.

As of December 31, 2017,2018, SJI had issued $6.0$8.6 million of parental guarantees on behalf of an unconsolidated subsidiary. These guarantees generally expire within the next two years and were issued to enable the subsidiary to market retail natural gas.

During 2011, subsidiaries of Energenic, in which Marina has a 50% equity interest,In April 2018, SJI entered into 20-year contractsvarious agreements relating to build, ownpublic offerings. See "Liquidity and operate a central energy center and energy distribution system for a new hotel, casino and entertainment complex in Atlantic City, New Jersey. The complex commenced operations in April 2012, and as a result, Energenic subsidiaries began providing full energy services to the complex.Capital Resources."

In June 2014, the parent company of the hotel, casino and entertainment complex filed petitions in U. S. Bankruptcy Court to facilitate a sale of substantially all of its assets. The complex ceased normal business operations in September 2014. Energenic subsidiaries continued to provide limited energy services to the complex during the shutdown period under a temporary agreement with the trustee. The hotel, casino and entertainment complex was sold in April 2015.NOTES RECEIVABLE-AFFILIATES - As of December 31, 2015, the Energenic subsidiaries were providing limited services to the complex under a short-term agreement with the new owner. However, the Energenic subsidiaries had not been able to secure a permanent or long-term energy services agreement with the new owner.

In 2015, management of the Company and Energenic evaluated the carrying value of the investment in this project and a related note receivable. Based on the inability of the Energenic subsidiaries to secure a permanent or long-term energy services agreement, the Company recorded a $7.7 million (net of tax) non-cash charge to earnings during the second quarter of 2015 due to the reduction in the carrying value of the investment in this project recorded by Energenic. This charge is included in Equity in Loss of Affiliated Companies for the year ended December 31, 2015 on the statements of consolidated income.

The central energy center and energy distribution system owned by the Energenic subsidiaries was financed in part by the issuance of bonds during 2011. These bonds were collateralized primarily by certain assets of the central energy center and revenue from the energy services agreement with the hotel, casino and entertainment complex. During 2015, due to the cessation of normal business operations of the complex and the inability of the Energenic subsidiaries to meet its obligations under the bonds, the trustee for the bondholders filed suit to foreclose on certain assets of the central energy center. In November 2015 during settlement discussions, the bondholders alleged, among other things, that they were entitled to recover from Energenic itself, any amounts owed under the bonds that were not covered by the collateral, including principal, interest and attorney’s fees. The bondholders’ assertion was based on inconsistent language in the bond documents. In January 2016, Energenic and certain subsidiaries reached a multi-party settlement with the bondholders. This agreement resolves all outstanding litigation and transfers ownership of the bondholders’ collateral to the owners of the entertainment complex. The Company's share of this settlement was $7.5 million, which was accrued by Energenic as of December 31, 2015 and paid in 2016. The Company entered into agreements with its insurance carrier and external legal advisors to recover, net of legal costs, approximately $7.0 million of costs associated with the bondholder settlement discussed above. The Company received $2.1 million in the second quarter of 2016, which is included in Other Income on the statements of consolidated income for the year ended December 31, 2016, and $5.3 million was received in the third quarter of 2016 and is included in Equity in Earnings of Affiliated Companies on the statements of consolidated income for the year ended December 31, 2016, as the loss recorded in the prior year was included in this line item on the statements of consolidated income for the year ended December 31, 2015.


As of December 31, 2017,2018, SJI had approximately $13.6 million included in Notes Receivable - Affiliate on the consolidated balance sheets, due from Energenic, which is secured by its cogeneration assets for energy service projects. This note is subject to a reimbursement agreement that secures reimbursement for SJI, from its joint venture partner, of a proportionate share of any amounts that are not repaid.

Management will continue to monitor the situation surrounding the cogeneration assets and will evaluate the carrying value of the investment and the note receivable as future events occur.

PENDING LITIGATION - SJI and SJG are subject to claims arising in the ordinary course of business and other legal proceedings. SJI has been named in, among other actions, certain gas supply and capacity management contract disputes and certain product liability claims related to our former sand mining subsidiary.

SJI is currently involved in a pricing dispute related See Note 15 to 2 long-term gas supply contracts. On May 8, 2017, a jury from the United States District Court for the District of Colorado returned a verdict in favor of the plaintiff supplier. On July 21, 2017, the court entered final judgment against SJG and SJRG. As a result of this ruling, SJG and SJRG have accrued $20.4 million and $53.6 million, respectively, through December 31, 2017. We believe that the amount to be paid by SJG reflects a gas cost that ultimately will be recovered from SJG’s customers through adjusted rates. As such, this amount was recorded as both an Accounts Payable and a reduction of Regulatory Liabilities on the consolidated balance sheets of both SJI and SJG as of December 31, 2017. The amount associated with SJRG was also recorded as an Accounts Payablefinancial statements for more detail on the consolidated balance sheets of SJI as of December 31, 2017, with charges of $49.6 million to Cost of Sales - Nonutility on the consolidated statements of income of SJI for the year ended December 31, 2017. SJI also recorded $4.0 million to Interest Charges on the consolidated statements of income for the year ended December 31, 2017. The plaintiff supplier filed a second related lawsuit against SJG and SJRG in the United States District Court for the District of Colorado on December 21, 2017, alleging that SJG and SJRG have continued to breach the gas supply contracts notwithstanding the judgmentin the prior lawsuit.  The plaintiff supplier is seeking recovery of the amounts disputed by SJI since the earlier judgment, and a declaration regarding the price under the disputed contracts going forward until the contracts terminate in October 2019.  SJI moved to stay the second lawsuit pending resolution of the post-judgment motions in the first lawsuit and any appeal of that lawsuit.  All legal reserves related to this second lawsuit are recorded as part of the accrued amounts disclosed above.

SJI was involved in a dispute in the Court of Common Pleas of Philadelphia related to a three-year capacity management contract with a counterparty. The counterparty claimed that it was owed approximately $13.3 million, plus interest, from SJRG under a sharing credit within the contract. SJI settled with the counterparty for $9.5 million, which amount was recorded to Cost of Sales - Nonutility on SJI's consolidated statements of income for the year ended December 31, 2017. SJI made the payment in September 2017.

SJI was also involved in a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten-year period. In November 2017, SJI received a favorable decision from the FERC on this matter, which resulted in a total pre-tax income impact of $9.3 million. Of this amount, $7.4 million related to the actual overcharges and was recorded as a decrease to Cost of Sales - Nonutility on the consolidated statements of income for the year ended December 31, 2017. The remaining $1.9 million related to interest income and was recorded in Other Income on the consolidated statements of income for the year ended December 31, 2017. SJI received payment from the counterparty in November 2017.

Liabilities related to claims are accrued when the amount or range of amounts of probable settlement costs or other charges for these claims can be reasonably estimated. For matters other than the disputes that are noted above, SJI has accrued approximately $3.0 million and $3.1 million related to all claims in the aggregate as of December 31, 2017 and 2016, respectively, of which SJG has accrued approximately $0.7 million and $0.6 million as of December 31, 2017 and 2016, respectively. Although SJI and SJG do not presently believe that these matters will have a material adverse effect on its business, given the inherent uncertainties in such situations, SJI and SJG can provide no assurance regarding the outcome of litigation.claims.


SOUTH JERSEY GAS COMPANY

This section of Management’s Discussion focuses on South Jersey Gas Company (SJG)SJG for the reported periods. In many cases, explanations and disclosures for both SJI and SJG are substantially the same or specific disclosures for SJG are included in the Management's Discussion for SJI.

RESULTS OF OPERATIONS:

The results of operations for the gasSJG utility operations at SJGoperation are described in detail above; therefore, this section primarily focuses on statistical information and other information that is not discussed in the results of operations under South Jersey Industries, Inc. Refer to the section entitled “Results of Operations - GasSJG Utility Operations” for a detailed discussion of the results of operations for SJG.

The following table summarizes the composition of selected gas utility throughput for the years ended December 31, (in thousands, except for degree day data):

December 31, 2017 December 31, 2016 December 31, 2015December 31, 2018 December 31, 2017 December 31, 2016
Utility Throughput - dth:           
Utility Throughput - dts:           
Firm Sales -                      
Residential22,107
 15% 22,126
 15% 23,852
 17%25,424
 16% 22,107
 15% 22,126
 15%
Commercial5,294
 3% 4,956
 3% 5,980
 4%6,037
 4% 5,294
 3% 4,956
 3%
Industrial422
 
 310
 
 338
 
434
 
 422
 
 310
 
Cogeneration and Electric Generation1,300
 1% 1,485
 1% 1,449
 1%2,384
 1% 1,300
 1% 1,485
 1%
Firm Transportation -                      
Residential1,635
 1% 1,975
 1% 2,427
 2%1,504
 1% 1,635
 1% 1,975
 1%
Commercial6,422
 4% 6,892
 5% 6,783
 5%6,978
 4% 6,422
 4% 6,892
 5%
Industrial10,894
 7% 11,612
 8% 11,780
 9%10,278
 6% 10,894
 7% 11,612
 8%
Cogeneration and Electric Generation6,199
 4% 7,451
 5% 5,870
 4%5,113
 3% 6,199
 4% 7,451
 5%
Total Firm Throughput54,273
 35% 56,807
 38% 58,479
 42%58,152
 35% 54,273
 35% 56,807
 38%
                      
Interruptible Sales3
 
 2
 
 20
 
28
 
 3
 
 2
 
Interruptible Transportation1,140
 1% 1,149
 1% 1,338
 1%1,039
 1% 1,140
 1% 1,149
 1%
Off-System25,560
 17% 16,526
 11% 14,603
 11%13,582
 9% 25,560
 17% 16,526
 11%
Capacity Release70,315
 47% 73,913
 50% 62,349
 46%86,249
 55% 70,315
 47% 73,913
 50%
                      
Total Throughput - Utility151,291
 100% 148,397
 100% 136,789
 100%159,050
 100% 151,291
 100% 148,397
 100%
                      
Number of Customers at Year End:                      
Residential358,026
 93% 352,427
 93% 348,093
 93%365,009
 93% 358,026
 93% 352,427
 93%
Commercial25,184
 7% 24,767
 7% 24,565
 7%25,657
 7% 25,184
 7% 24,767
 7%
Industrial423
 
 431
 
 442
 
426
 
 423
 
 431
 
                      
Total Customers383,633
 100% 377,625
 100% 373,100
 100%391,092
 100% 383,633
 100% 377,625
 100%
                      
Annual Degree Days*4,272
   4,292
   4,402
  
4,602
   4,272
   4,292
  
*Each day, each degree of average daily temperature below 65 degrees Fahrenheit is counted as one heating degree-day. Annual degree-days is the sum of the daily totals.


Throughput - Gas Utility Operations 2018 vs. 2017 -Total gas throughput increased 7.8 MMdts or 5.1% in 2018 compared with 2017, primarily due to 15.9 MMdts increase in capacity release. The increase in capacity release volume was primarily related to acquisition of additional pipeline capacity on the Tennessee pipeline system, which was not in service during the same periods in the prior year. In addition, total firm throughput increased by 3.9 MMdts due to weather that was 7.7% colder than the previous year and 7,459 additional customers. These increases were partially offset by 12.0 MMdts decrease in OSS volume, primarily due to production area OSS made for April through October 2017 which did not occur during 2018.

Throughput - Gas Utility Operations 2017 vs. 2016 - Total gas throughput increased 2.9 MMdts, or 2.0%, in 2017 compared with 2016 primarily due to increases in Off-System Sales of 9.0 MMdth.MMdts. The increase in Off-System volume is primarily related to additional Off-System contracts that were entered into April through October of 2017.  The increase in Off-System volume was partially offset by a 3.6 MMdts decrease in capacity releases during 2017 compared to 2016. Additionally, third-party supplier deliveries also decreased by 2.8 MMdthMMdts during 2017 compared to 2016, primarily due to weather that was 0.4% warmer than the previous year.

Throughput - Gas Utility Operations 2016 vs. 2015 - Total gas throughput increased 11.6 MMdts, or 8.5%, from 2015 to 2016, primarily due to increases in capacity release. The increase in capacity release volume is primarily related to specific releases made of Columbia pipeline capacity that did not occur in 2015. An increase in third-party supplier deliveries on the Columbia pipeline to SJG’s system freed up capacity at SJG and allowed for additional capacity release of 11.6 MMdts during 2016 compared to 2015. Off-System Sales (OSS) volume also increased 1.9 MMdts, or 13.2%, during 2016 compared to 2015, primarily due to increased opportunity to supply natural gas to gas-fired power generation facilities during the summer months of 2016. These increases were partially offset by a 1.7 MMdts, or 2.9%, decrease in firm throughput, primarily due to weather that was 3% warmer than the previous year.

Operating Revenues & Utility Margin - See SJI's Management Discussion section above.

Operating Expenses - A summary of changes in other operating expenses (in thousands):

2017 vs. 20162016 vs. 20152018 vs. 20172017 vs. 2016
Operations3,383
$(12,227)16,316
$3,383
Maintenance2,178
$1,366
9,015
$2,178
Depreciation6,455
$6,067
5,868
$6,455
Energy and Other Taxes109
$(411)517
$109

Operations - See SJI's Management Discussion section above.

Maintenance - See SJI's Management Discussion section above.

Depreciation - Depreciation expense increased $5.9 million and $6.5 million in 2018 and $6.1 million in 2017, and 2016, respectively, compared with the prior year primarily due to continuing investment in utility plant.  The increased spending in recent years is a direct result of New Jersey's infrastructure improvement efforts, which included the approval of SJG’s AIRP and SHARP, in addition to significant investment in new technology systems.

Energy and Other Taxes - The change in energy and other taxes in 20172018 and 20162017 compared with prior years was not significant.

Other Income and Expense - The changes in Other Income and Expense in 2018 compared to 2017 were not significant. Other Income and Expense increased $2.6 million in 2017 compared with 2016, primarily due to higher AFUDC due to increased capital spending and a new AIRP II program. Changes in Other Income and Expense during 2016 compared with 2015 were not significant.

Interest Charges  Interest charges increased $3.3 million in 2018 compared with 2017, primarily due to higher amounts of long-term debt outstanding compared with 2017. Interest charges increased $6.8 million in 2017 compared with 2016, primarily due to higher amounts of long-term debt outstanding (see Note 14 to the consolidated financial statements). Interest charges decreased $2.0 million in 2016 compared with 2015 primarily due to higher capitalization of interest costs on construction during 2016. This was a result of accumulating capital investments under the AIRP. AIRP investments are approved by the BPU to accrue interest on construction until such time they are rolled into base rates. This is partially offset by interest on $61.0 million of long-term debt issued in January 2016.

Income Taxes  Income tax expense generally fluctuates as income before taxes changes. Minor variations will occur period to period as a result of effective tax rate adjustments. Changes for the year ended December 31, 2018 were also impacted by Tax Reform.

LIQUIDITY AND CAPITAL RESOURCES:

Liquidity and capital resources for SJG are substantially covered in the Management’s Discussion of SJI (except for the items and transactions that relate to SJI and its nonutility subsidiaries). Those explanations are incorporated by reference into this discussion.


Liquidity needs for SJG are driven by factors that include natural gas commodity prices; the impact of weather on customer bills; lags in fully collecting gas costs from customers under the BGSS charge and environmental remediation expenditures through the RAC; the timing of construction and remediation expenditures and related permanent financings; mandated tax payment dates; both discretionary and required repayments of long-term debt; and the amounts and timing of dividend payments.

Cash Flows from Operating Activities - Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities totaled $113.0 million, $106.7 million $142.2 million and $164.6$142.2 million for the years ended 2018, 2017 2016 and 2015,2016, respectively. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conversion efforts and the price of the natural gas commodity, inventory utilization, and gas cost recoveries. 

Operating activities in 2018 produced more net cash than 2017 due to the SJG base rate case settlement and customer growth. In addition, SJG did not make a pension payment in 2018, but did make an $8.0 million contribution in the first quarter of 2017.
These were partially offset with higher costs experienced for environmental remediations.

Operating activities for 2017 produced less net cash than the same period in 2016, primarily due to under-recoveries in the BGSS clause at SJG. During the second quarter of 2017, SJG provided a customer BGSS bill credit based on a forecasted over-recovered clause balance at the end of the BGSS year. In addition, SJG experienced higher spending for environmental remediation. Finally, during the first quarter of 2017, SJG made an $8.0 million payment to fund its pension plans. SJG did not make a contribution to its pension plans in 2016.

Cash Flows from Investing Activities - SJG has a continuing need for cash resources for capital expenditures, primarily to invest in new and replacement facilities and equipment. SJG estimates the net cash outflows for capital expenditures for fiscal years 2018, 2019, 2020 and 20202021 to be approximately $276.8$277.3 million, $262.9$283.7 million and $363.9$370.4 million, respectively. For capital expenditures, including those under the AIRP and SHARP, SJG expects to use short-term borrowings under both its commercial paper program and lines of credit from commercial banks to finance capital expenditures as incurred. From time to time, SJG may refinance the short-term debt incurred to support capital expenditures with long-term debt.

During 2017, SJG made a $4.9 million payment to fund company-owned life insurance.

Cash Flows from Financing Activities - SJG supplements its operating cash flow and credit lines with both debt and equity capital. Over the years, SJG has used long-term debt, primarily in the form of First Mortgage Bonds and MTN's, secured by the same pool of utility assets, to finance its long-term borrowing needs. These needs are primarily capital expenditures for property, plant and equipment.

SJI did not contribute equity to SJG in 2018. SJI contributed equity infusions of $40.0 million and $65.0 million to SJG during the years ended December 31, 2017 and 2016, respectively. No dividends were declared by SJG in 2018. In December 2017, SJG declared and paid cash dividends of $20.0 million to SJI.

SJG’s capital structure was as follows:

As of December 31, As of December 31, 
2017 2016 2018 2017 
Common Equity51.3% 53.0% 50.2% 51.3% 
Long-Term Debt45.8% 40.4% 44.5% 45.8% 
Short-Term Debt2.9% 6.6% 5.3% 2.9% 
Total100.0% 100.0% 100.0% 100.0% 

COMMITMENTS AND CONTINGENCIES:

Costs for remediation projects, net of recoveries from ratepayers, for 2018, 2017 2016 and 20152016, amounted to net cash outflows of $53.7 million, $39.9 million $39.7 million and $22.1$39.7 million, respectively. Total net cash outflows for remediation projects are expected to be $57.2$28.6 million, $48.2$42.5 million and $12.5$32.5 million for 2018, 2019, 2020 and 2020,2021, respectively. Environmental remediation costs are subject to recovery from ratepayers.


SJG has certain commitments for both pipeline capacity and gas supply for which SJG pays fees regardless of usage. Those commitments, as of December 31, 2017,2018, averaged $71.8$68.7 million annually and totaled $461.8$453.4 million over the contracts’ lives.  Approximately 21%27% of the financial commitments under these contracts expire during the next five years. SJG expects to renew each of these contracts under renewal provisions as provided in each contract. SJG recovers all such prudently incurred fees through rates via the BGSS.


SJG has long-term contracts for natural gas supplies. SJG committed to purchase a minimum of 6,250 dts/d and up to 25,000 dts/d of natural gas, from one supplier, for an original term of eight years at index-based prices. SJG has also committed to a purchase of a minimum of 55,000 dts/d and up to 70,000 dts/d, for a term of ten years at index-based prices. The obligations for these purchases have not been included in SJG's contractual obligations table below because the actual volumes and prices are not fixed.

The following table summarizes SJG's contractual cash obligations and their applicable payment due dates as of December 31, 20172018 (in thousands):
Contractual Cash ObligationsTotal 
Up to
1 Year
 
Years
2 & 3
 
Years
4 & 5
 
More than
5 Years
Total 
Up to
1 Year
 
Years
2 & 3
 
Years
4 & 5
 
More than
5 Years
Principal Payments on Long-Term Debt$829,173
 $63,809
 $236,818
 $58,993
 $469,553
$900,264
 $18,909
 $355,818
 $71,168
 $454,369
Interest on Long-Term Debt250,187
 28,063
 43,698
 40,202
 138,224
235,322
 32,273
 45,272
 37,952
 119,825
Commodity Supply Purchase Obligations494,395
 94,406
 118,828
 59,773
 221,388
295,504
 295,504
 
 
 
Environmental Remediation Costs171,696
 66,040
 60,697
 1,386
 43,573
148,071
 33,022
 74,954
 27,118
 12,977
Construction Obligations112,275
 112,275
 
 
 
477,230
 87,137
 130,180
 65,919
 193,994
Operating Leases269
 180
 89
 
 
175
 56
 112
 7
 
New Jersey Clean Energy Program13,154
 13,154
 
 
 
8,323
 8,323
 
 
 
Other Purchase Obligations2,437
 2,437
 
 
 
4,213
 4,213
 
 
 
                  
Total Contractual Cash Obligations$1,873,586
 $380,364
 $460,130
 $160,354
 $872,738
$2,069,102
 $479,437
 $606,336
 $202,164
 $781,165

Long-Term Debt in the table above does not include unamortized debt issuance costs of $7.3$6.8 million, which are reclassified to Long-Term Debt on the balance sheets.

Expected asset retirement obligations and the liability for unrecognized tax benefits are not included in the table above as the total obligation cannot be calculated due to the subjective nature of these costs and timing of anticipated payments. SJG made contributions to its employee pension plans totaling $8.0 million in January 2017; SJG did not make a pension plan contribution in 2016.2018. Future pension contributions cannot be determined at this time. SJG's regulatory obligation to contribute $3.6 million annually to its postretirement benefit plans’ trusts, as discussed in Note 12 to the consolidated financial statements, is also not included as its duration is indefinite.

Pending Litigation - See SJG's disclosure in the Commitments and Contingencies section of SJI's Management Discussion above.

Off-Balance Sheet Arrangements - SJG has no off-balance sheet arrangements.


Item 7A. Quantitative and Qualitative Disclosures about Market Risks
 
South Jersey Industries, Inc.

Commodity Market Risks - Certain regulated and nonregulated SJI subsidiaries, including SJG, are involved in buying, selling, transporting and storing natural gas, and buying and selling retail electricity, and SREC's, for their own accounts as well as managing these activities for third parties. These subsidiaries are subject to market risk due to price fluctuations. To hedge against this risk, SJI enters into a variety of physical and financial transactions including forward contracts, swaps, futures and options agreements. To manage these transactions, SJI has a well-defined risk management policy approved by SJI's Board of Directors that includes volumetric and monetary limits. Management reviews reports detailing activity daily. Generally, the derivative activities described above are entered into for risk management purposes.

As part of its gas purchasing strategy, SJG usesand ETG use financial contracts to hedge against forward price risk. These contracts are recoverable through SJG's and ETG's BGSS, subject to BPU approval.

The retail gas operations of SJE transact commodities on a physical basis, and SJE typically does not enter into financial derivative positions directly. SJRG manages risk in the natural gas markets for SJE as well as for its own portfolio by entering into the types of transactions noted above. The retail electric operations of SJE use forward physical and financial contracts to mitigate commodity price risk on fixed price electric contracts. It is management's policy, to the extent practical, within predetermined risk management policy guidelines, to have limited unmatched positions on a deal or portfolio basis while conducting these activities. As a result of holding open positions to a minimal level, the economic impact of changes in value of a particular transaction is substantially offset by an opposite change in the related hedge transaction.
 
SJI has entered into certain contracts to buy, sell, and transport natural gas and to buy and sell retail electricity.  SJI recorded the net pre-tax (loss) gaingains (losses) on these contracts of $34.5 million, $(13.7) million $26.9 million and $8.4$26.9 million in earnings during 2018, 2017 2016 and 2015,2016, respectively, which are included with realized gains and losses in Operating Revenues - Nonutility on the consolidated statements of income.  

The fair value and maturity of these energy-trading contracts determined under the mark-to-market method as of December 31, 20172018 is as follows (in thousands):
 
Assets    
Source of Fair Value
Maturity
< 1 Year
Maturity
1 - 3 Years
Maturity
Beyond
3 Years
Total
Maturity
< 1 Year
Maturity
1 - 3 Years
Maturity
Beyond
3 Years
Total
  
Prices actively quoted$5,022
$131
$2
$5,155
$9,344
$554
$57
$9,955
     
Prices provided by other external sources20,695
1,170
4
21,869
19,529
3,707
193
23,429
   
Prices based on internal models or other valuation methods16,422
4,601
80
21,103
25,148
2,604
54
27,806
  
Total$42,139
$5,902
$86
$48,127
$54,021
$6,865
$304
$61,190
  
Liabilities  
Source of Fair Value
Maturity
 < 1 Year
Maturity
 1 - 3 Years
Maturity
Beyond
 3 Years
Total
Maturity
 < 1 Year
Maturity
 1 - 3 Years
Maturity
Beyond
 3 Years
Total
  
Prices actively quoted$9,530
$1,139
$18
$10,687
$6,113
$1,168
$10
$7,291
   
Prices provided by other external sources22,454
1,827
2
24,283
11,048
1,279
27
12,354
   
Prices based on internal models or other valuation methods14,954
2,852
187
17,993
6,973
4,537
235
11,745
  
Total$46,938
$5,818
$207
$52,963
$24,134
$6,984
$272
$31,390
 

NYMEX (New York Mercantile Exchange) is the primary national commodities exchange on which natural gas is traded. Volumes of our NYMEX contracts included in the table above under "Prices actively quoted" are 27.247.4 MMdts with a weighted average settlement price of $3.02$2.99 per dt.
Basis represents the differential to the NYMEX natural gas futures contract for delivering gas to a specific location. Volumes of our basis contracts, along with volumes of our discounted index related purchase and sales contracts, included in the table above under "Prices provided by other external sources" and "Prices based on internal models or other valuation methods" are 47.454.9 MMdts with a weighted average settlement price of $(0.50)$(0.37) per dt.
Fixed Price Gas Daily represents the price of a NYMEX natural gas futures contract adjusted for the difference in price for delivering the gas at another location. Volumes of our Fixed Price Gas Daily contracts included in the table above under "Prices provided by other external sources" are 28.730.4 MMdts with a weighted average settlement price of $3.22$2.87 per dt.
Volumes of electric included in the table above under "Prices based on internal models or other valuation methods" are 0.50.4 MMWh with a weighted average settlement price of $33.46$32.60 per MWh.
 
A reconciliation of SJI's estimated net fair value of energy-related derivatives follows (in thousands):
 
Net Derivatives - Energy Related Assets, January 1, 2017$16,271
Contracts Settled During 2017, Net(12,243)
Other Changes in Fair Value from Continuing and New Contracts, Net(8,864)
  
Net Derivatives - Energy Related Liabilities, December 31, 2017$(4,836)
Net Derivatives - Energy Related Liabilities, January 1, 2018$(4,836)
Contracts Settled During 2018, Net4,469
Other Changes in Fair Value from Continuing and New Contracts, Net30,167
  
Net Derivatives - Energy Related Assets, December 31, 2018$29,800

Marina’s solar energy projects rely on returns from electricity and SRECs.  A decrease in the value of electricity and SRECs impacted by market conditions and/or legislative changes may negatively impact Marina's return on its investments as well as lead to impairment of the respective assets.  To hedge against this risk, Marina hedges a portion of its anticipated SREC production through the use of forward sales contracts.  The hedged percentage of projected SREC production related to in-service assets in New Jersey is 93% and 68% for energy years ending May 31, 2018 and 2019, respectively, and in Massachusetts is 54% for energy year ending December 31, 2018.  SREC production related to in-service assets in Maryland and Vermont is currently unhedged.  During 2017, SJI recorded impairment charges of $71.3 million on solar generating facilities, $43.9 million on those located in the state of Maryland, which was primarily driven asAs a result of decliningthe transaction to sell certain solar sites to a third party (see Note 1 to the consolidated financial statements), Marina will no longer generate SREC's on its own behalf and is no longer exposed to market conditions, specifically market prices of Marylandrisk associated with SRECs. As of December 31, 2017, Marina had total net solar assets of $433.7 million, of which $364.3 million are located in New Jersey, $42.8 million are located in Massachusetts, $10.1 million are located in Maryland, and $16.5 million are located in Vermont.

 
Interest Rate Risk - Our exposure to interest-rate risk relates to short-term and long-term variable-rate borrowings. Variable-rate debt outstanding, including short-term and long-term debt, at December 31, 20172018 was $646.4$680.5 million and averaged $367.9$846.4 million during 2017.2018. A hypothetical 100 basis point (1%) increase in interest rates on our average variable-rate debt outstanding would result in a $2.2$6.3 million increase in our annual interest expense, net of tax. The 100 basis point increase was chosen for illustrative purposes, as it provides a simple basis for calculating the impact of interest rate changes under a variety of interest rate scenarios. Over the past five years, the change in basis points (b.p.) of our average monthly interest rates from the beginning to end of each year was as follows: 2018 - 91 b.p. increase; 2017 - 82 b.p. increase; 2016 - 47 b.p. increase; 2015 - 14 b.p. increase; 2014 - 1 b.p. decrease; 2013 - 16 b.p. decrease.  At December 31, 2017,2018, our average interest rate on variable-rate debt was 2.49%3.40%.

We typically issue long-term debt either at fixed rates or use interest rate derivatives to limit our exposure to changes in interest rates on variable-rate, long-term debt. As of December 31, 2017,2018, the interest costs on $904.2 million$1.97 billion of our long-term debt was either at a fixed rate or hedged via an interest rate derivative.
 

As of December 31, 2017,2018, SJI's active interest rate swaps were as follows:
 
Notional Amount Fixed Interest Rate Start Date Maturity Obligor
$20,000,000
 3.049% 3/15/2017 3/15/2027 SJI
$20,000,000
 3.049% 3/15/2017 3/15/2027 SJI
$10,000,000
 3.049% 3/15/2017 3/15/2027 SJI
$12,500,000
 3.530% 12/1/2006 2/1/2036 SJG
$12,500,000
 3.430% 12/1/2006 2/1/2036 SJG
 
Credit Risk - As of December 31, 20172018, SJI had approximately $6.5$11.7 million, or 13.5%19.1%, of the current and noncurrent Derivatives – Energy Related Assets transacted with one counterparty. This counterparty isthree counterparties. These counterparties are investment-grade rated with a rating of BBB+.rated.
 
As of December 31, 2017,2018, SJRG had $69.2$106.8 million of Accounts Receivable under sales contracts. Of that total, 50.8%37.3% were with regulated utilities or companies rated investment-grade or guaranteed by an investment-grade-rated parent or were with companies where we have a collateral arrangement or insurance coverage. The remainder of the Accounts Receivable were within approved credit limits.

South Jersey Gas Company:

The fair value and maturity of SJG's energy-trading and hedging contracts determined under the mark-to-market method as of December 31, 20172018 is as follows (in thousands):
 
Assets    
Source of Fair Value
Maturity
< 1 Year
Maturity
1 - 3 Years
Maturity
Beyond
3 Years
Total
Maturity
< 1 Year
Maturity
1 - 3 Years
Maturity
Beyond
3 Years
Total
  
Prices actively quoted$203
$5
$
$208
$333
$15
$
$348
     
Prices provided by other external sources230


230
126


126
   
Prices based on internal models or other valuation methods6,894
 
6,894
5,005


5,005
  
Total$7,327
$5
$
$7,332
$5,464
$15
$
$5,479
  
Liabilities  
Source of Fair Value
Maturity
 < 1 Year
Maturity
 1 - 3 Years
Maturity
Beyond
 3 Years
Total
Maturity
 < 1 Year
Maturity
 1 - 3 Years
Maturity
Beyond
 3 Years
Total
  
Prices actively quoted$1,580
$170
$
$1,750
$992
$43
$
$1,035
   
Prices provided by other external sources2,848


2,848
1,077


1,077
   
Prices based on internal models or other valuation methods4,842
 
4,842
77


77
  
Total$9,270
$170
$
$9,440
$2,146
$43
$
$2,189

Contracted volumes of SJG's NYMEX contracts are 9.07.9 MMdts with a weighted-average settlement price of $2.98$3.02 per dt. Contracted volumes of SJG's Basis contracts are 0.31.1 MMdts with a weighted-average settlement price of $0.63$0.83 per dt.


A reconciliation of SJG's estimated net fair value of energy-related derivatives follows (in thousands):
Net Derivatives - Energy Related Assets, January 1, 2017$4,435
Contracts Settled During 2017, Net(4,062)
Other Changes in Fair Value from Continuing and New Contracts, Net(2,481)
  
Net Derivatives - Energy Related Liabilities, December 31, 2017$(2,108)
Net Derivatives - Energy Related Liabilities, January 1, 2018$(2,108)
Contracts Settled During 2018, Net1,943
Other Changes in Fair Value from Continuing and New Contracts, Net3,455
  
Net Derivatives - Energy Related Assets, December 31, 2018$3,290

Interest Rate Risk - SJG's exposure to interest rate risk relates primarily to variable-rate borrowings. Variable-rate debt, including both short-term and long-term debt outstanding at December 31, 2017,2018, was $252.0$417.5 million and averaged $151.6$297.7 million during 2017.2018. A hypothetical 100 basis point (1%) increase in interest rates on SJG's average variable-rate debt outstanding would result in a $0.9$2.2 million increase in SJG's annual interest expense, net of tax. The 100 basis point increase was chosen for illustrative purposes, as it provides a simple basis for calculating the impact of interest rate changes under a variety of interest rate scenarios. Over the past five years, the change in basis points (b.p.) of SJG's average monthly interest rates from the beginning to end of each year was as follows: 2018 - 91 b.p. increase; 2017 - 91 b.p. increase; 2016 - 19 b.p. increase; 2015 - 20 b.p. increase; and 2014 - 32 b.p. increase; and 2013 - 14 b.p. decrease.increase. As of December 31, 2017,2018, SJG's average interest rate on variable-rate debt was 2.28%3.18%.

SJG typically issues long-term debt either at fixed rates or uses interest rate derivatives to limit exposure to changes in interest rates on variable-rate, long-term debt. As of December 31, 2017,2018, the interest costs on $629.2$590.3 million of long-term debt was either at a fixed-rate or hedged via an interest rate derivative.


Item 8. Financial Statements and Supplementary Data 
Statements of Consolidated Income
(In Thousands Except for Per Share Data)
South Jersey Industries, Inc. and SubsidiariesSouth Jersey Industries, Inc. and Subsidiaries
Year Ended December 31,Year Ended December 31,
2017 2016 20152018 2017 2016
Operating Revenues:          
Utility$512,482
 $453,819
 $528,763
$670,715
 $512,482
 $453,819
Nonutility730,586
 582,681
 430,805
970,623
 730,586
 582,681
Total Operating Revenues1,243,068
 1,036,500
 959,568
1,641,338
 1,243,068
 1,036,500
Operating Expenses: 
  
  
 
  
  
Cost of Sales - (Excluding depreciation) 
  
  
Cost of Sales - (Excluding depreciation and amortization) 
  
  
- Utility199,660
 167,154
 239,763
258,781
 199,660
 167,154
- Nonutility646,567
 413,833
 319,579
796,627
 646,567
 413,833
Operations174,200
 151,957
 148,672
Operations (See Note 1)256,862
 169,767
 147,056
Impairment Charges91,299




105,280

91,299


Maintenance19,727
 17,549
 16,183
32,162
 19,727
 17,549
Depreciation100,718
 90,389
 72,451
96,723
 100,718
 90,389
Energy and Other Taxes6,487
 6,342
 6,026
9,537
 6,487
 6,342
Net Gain on Sales of Assets(15,379) 
 
Total Operating Expenses1,238,658
 847,224
 802,674
1,540,593
 1,234,225
 842,323
Operating Income4,410
 189,276
 156,894
Operating Income (See Note 1)100,745
 8,843
 194,177
          
Other Income and Expense15,474
 9,989
 9,510
Other Income and Expense (See Note 1)2,404
 11,041
 5,088
Interest Charges(54,019) (31,449) (31,622)(90,296) (54,019) (31,449)
(Loss) Income Before Income Taxes(34,135) 167,816
 134,782
Income (Loss) Before Income Taxes12,853
 (34,135) 167,816
Income Taxes24,937
 (54,151) (1,360)(561) 24,937
 (54,151)
Equity in Earnings (Losses) of Affiliated Companies5,794
 5,396
 (27,812)
(Loss) Income from Continuing Operations(3,404) 119,061
 105,610
Equity in Earnings of Affiliated Companies5,611
 5,794
 5,396
Income (Loss) from Continuing Operations17,903
 (3,404) 119,061
Loss from Discontinued Operations - (Net of tax benefit)(86) (251) (503)(240) (86) (251)
Net (Loss) Income$(3,490) $118,810
 $105,107
Net Income (Loss)$17,663
 $(3,490) $118,810
          
Basic (Loss) Earnings per Common Share: 
  
  
Basic Earnings (Loss) per Common Share: 
  
  
Continuing Operations$(0.04) $1.56
 $1.54
$0.21
 $(0.04) $1.56
Discontinued Operations
 
 (0.01)
 
 
Basic (Loss) Earnings per Common Share$(0.04) $1.56
 $1.53
Basic Earnings (Loss) per Common Share$0.21
 $(0.04) $1.56
          
Average Shares of Common Stock Outstanding - Basic79,541
 76,362
 68,735
83,693
 79,541
 76,362
          
Diluted (Loss) Earnings per Common Share: 
  
  
Diluted Earnings (Loss) per Common Share: 
  
  
Continuing Operations$(0.04) $1.56
 $1.53
$0.21
 $(0.04) $1.56
Discontinued Operations
 
 (0.01)
 
 
Diluted (Loss) Earnings per Common Share$(0.04) $1.56
 $1.52
Diluted Earnings (Loss) per Common Share$0.21
 $(0.04) $1.56
          
Average Shares of Common Stock Outstanding - Diluted79,541
 76,475
 68,931
84,471
 79,541
 76,475
 
The accompanying notes are an integral part of the consolidated financial statements.






Statements of Consolidated Comprehensive Income
(In Thousands)

 South Jersey Industries, Inc. and Subsidiaries
 Year Ended December 31,
 2017 2016 2015
Net (Loss) Income$(3,490) $118,810
 $105,107
      
Other Comprehensive Income (Loss), Net of Tax: 
  
  
      
Postretirement Liability Adjustment (A)(10,920) (3,197) 5,518
Unrealized Gain (Loss) on Available-for-Sale Securities (B)
 118
 (53)
Unrealized Gain on Derivatives - Other (B)1,536
 197
 321
Other Comprehensive Loss of Affiliated Companies (B)
 
 (27)
      
Other Comprehensive (Loss) Income - Net of Tax(9,384) (2,882) 5,759
      
Comprehensive (Loss) Income$(12,874) $115,928
 $110,866
 South Jersey Industries, Inc. and Subsidiaries
 Year Ended December 31,
 2018 2017 2016
Net Income (Loss)$17,663
 $(3,490) $118,810
      
Other Comprehensive Income (Loss), Net of Tax: 
  
  
      
Postretirement Liability Adjustment (A)10,636
 (10,920) (3,197)
Unrealized Gain on Available-for-Sale Securities (B)
 
 118
Unrealized Gain on Derivatives - Other (B)34
 1,536
 197
      
Other Comprehensive Income (Loss) - Net of Tax10,670
 (9,384) (2,882)
      
Comprehensive Income (Loss)$28,333
 $(12,874) $115,928
 
(A) Determined using a combined average statutory tax rate of 25% for 2018; 27% for 20172017; and 40% for 2016 and 2015.2016.
(B) Determined using a combined average statutory tax rate of 25% for 2018; 39% for 20172017; and 40% for 2016 and 2015.2016.

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





Statements of Consolidated Cash Flows (In Thousands)
South Jersey Industries, Inc. and SubsidiariesSouth Jersey Industries, Inc. and Subsidiaries
Year Ended December 31,Year Ended December 31,
2017 2016 20152018 2017 2016
Cash Flows from Operating Activities:          
Net (Loss) Income$(3,490) $118,810
 $105,107
Net Income (Loss)$17,663
 $(3,490) $118,810
Loss from Discontinued Operations86
 251
 503
240
 86
 251
(Loss) Income from Continuing Operations(3,404) 119,061
 105,610
Income (Loss) from Continuing Operations17,903
 (3,404) 119,061
Adjustments to Reconcile Income from Continuing Operations to Net Cash Provided by Operating Activities:          
Gain on Sale of Assets(2,563) 
 
Net Gain on Sales of Assets(15,379) (2,563) 
Impairment Charges91,299
 
 
105,280
 91,299
 
Loss on Extinguishment of Debt543
 
 

 543
 
Depreciation and Amortization123,486
 109,818
 91,042
132,914
 123,486
 109,818
Net Unrealized Loss (Gain) on Derivatives - Energy Related13,667
 (26,935) (8,401)
Unrealized Loss (Gain) on Derivatives - Other677
 (647) (96)
Net Unrealized (Gain) Loss on Derivatives - Energy Related(34,447) 13,667
 (26,935)
Unrealized (Gain) Loss on Derivatives - Other(1,337) 677
 (647)
Provision for Losses on Accounts Receivable6,949
 6,907
 14,730
7,977
 6,949
 6,907
CIP Receivable/Payable915
 (24,943) (7,324)32,523
 915
 (24,943)
Deferred Gas Costs - Net of Recoveries(28,092) 11,753
 28,648
(46,495) (28,092) 11,753
Deferred SBC Costs - Net of Recoveries(5,578) (7,102) 9,557
311
 (5,578) (7,102)
Stock-Based Compensation Expense4,254
 3,892
 2,213
4,144
 4,254
 3,892
Deferred and Noncurrent Income Taxes - Net10,082
 55,789
 3,861
10,392
 10,082
 55,789
Environmental Remediation Costs - Net of Recoveries(39,860) (39,731) (22,057)(59,307) (39,860) (39,731)
Gas Plant Cost of Removal(7,062) (6,070) (5,096)(11,184) (7,062) (6,070)
Pension Contribution(10,000) 
 (15,000)
 (10,000) 
Changes in:          
Accounts Receivable21
 (67,160) 92,624
(106,283) 21
 (67,160)
Inventories5,589
 387
 9,226
566
 5,589
 387
Prepaid and Accrued Taxes - Net(23,366) 4,253
 (9,091)13,418
 (23,366) 4,253
Accounts Payable and Other Accrued Liabilities58,858
 112,199
 (103,410)114,371
 58,858
 112,199
Derivatives - Energy Related899
 6,723
 (8,069)5,208
 899
 6,723
Other Assets and Liabilities (See Note 1)(6,989) 4,477
 8,796
Other Assets and Liabilities(26,999) (6,989) 4,477
Cash Flows from Discontinued Operations(4) (44) (1,033)7
 (4) (44)
          
Net Cash Provided by Operating Activities190,321
 262,627
 186,730
143,583
 190,321
 262,627
          
Cash Flows from Investing Activities: 
  
   
  
  
Capital Expenditures (See Note 1)(272,965) (279,423) (343,883)
Purchase of Available for Sale Securities
 
 (6,059)
Capital Expenditures(341,120) (272,965) (279,423)
Cash Paid for Acquisition, Net of Cash Acquired(1,740,285) 
 
Cash Paid for Purchase of New Contract(11,339) 
 
Proceeds from Sale of Property, Plant and Equipment3,547
 
 
310,644
 3,547
 
Investment in Long-Term Receivables(9,324) (10,886) (19,033)(8,643) (9,324) (10,886)
Proceeds from Long-Term Receivables9,861
 10,014
 8,769
9,813
 9,861
 10,014
Notes Receivable22,884
 9,916
 (9,916)
 22,884
 9,916
Purchase of Company-Owned Life Insurance(9,180) (2,398) (2,328)(1,298) (9,180) (2,398)
Acquisition of Subsidiary, Net of Cash & Restricted Cash Acquired (See Note 1)
 
 3,133
Investment in Affiliate(29,636) (12,943) (20,229)(9,524) (29,636) (12,943)
Return of Investment in Affiliate
 4,750
 

 
 4,750
Advances on Notes Receivable - Affiliate(2,451) 
 (2,075)
 (2,451) 
Net Repayment of Notes Receivable - Affiliate
 672
 4,276
2,967
 
 672
          
Net Cash Used in Investing Activities (See Note 1)(287,264) (280,298) (387,345)
Net Cash Used in Investing Activities(1,788,785) (287,264) (280,298)

          
Cash Flows from Financing Activities:          
Net Borrowings from (Repayments of) Short-Term Credit Facilities50,300
 (135,600) 186,000
Net (Repayments of) Borrowings from Short-Term Credit Facilities(75,900) 50,300
 (135,600)
Proceeds from Issuance of Long-Term Debt450,000
 61,000
 130,000
2,432,500
 450,000
 61,000
Payments for Issuance of Long-Term Debt(14,204) (147) (64)(21,574) (14,204) (147)
Principal Repayments of Long-Term Debt(293,309) (49,366) (125,009)(768,909) (293,309) (49,366)
Dividends on Common Stock(87,308) (82,380) (70,158)(94,756) (87,308) (82,380)
Net Settlement of Restricted Stock (See Note 1)(751) (387) (333)
Net Settlement of Restricted Stock(776) (751) (387)
Proceeds from Sale of Common Stock
 214,426
 63,192
173,750
 
 214,426
Payments for the Issuance of Common Stock(7,149) 
 
Payment of Lease Obligation
 (10,600) 

 
 (10,600)
          
Net Cash Provided by (Used in) Financing Activities104,728
 (3,054) 183,628
1,637,186
 104,728
 (3,054)
          
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash7,785
 (20,725) (16,987)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year (See Note 1)31,910
 52,635
 69,622
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(8,016) 7,785
 (20,725)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year39,695
 31,910
 52,635
          
Cash, Cash Equivalents and Restricted Cash at End of Year (See Note 1)$39,695
 $31,910
 $52,635
Cash, Cash Equivalents and Restricted Cash at End of Year$31,679
 $39,695
 $31,910


 

 



 

 

Supplemental Disclosures of Cash Flow Information          
Cash paid (received) during the year for:          
Interest (Net of Amounts Capitalized)$51,456
 $32,372
 $30,915
$84,792
 $51,456
 $32,372
Income Taxes (Refunds) Paid$(8,348) $194
 $1,828
$(20,004) $(8,348) $194
          
Supplemental Disclosures of Non-Cash Investing Activities          
Capital Expenditures acquired on account but unpaid as of year-end$32,253
 $39,130
 $51,433
$44,184
 $32,253
 $39,130
Notes Receivable from Affiliate Exchanged for Notes Receivable from a Third Party$
 $
 $16,389
Notes Receivable Exchanged for Accounts Payable$3,841
 $10,168
 $
$
 $3,841
 $10,168

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

Consolidated Balance Sheets
(In Thousands)
South Jersey Industries, Inc. and SubsidiariesSouth Jersey Industries, Inc. and Subsidiaries
December 31,December 31,
2017 20162018 2017
Assets      
Property, Plant and Equipment:      
Utility Plant, at original cost$2,652,244
 $2,424,134
$4,341,113
 $2,652,244
Accumulated Depreciation(498,161) (471,222)(787,243) (498,161)
Nonutility Property and Equipment, at cost741,027
 821,942
152,232
 741,027
Accumulated Depreciation(194,913) (151,084)(52,629) (194,913)
      
Property, Plant and Equipment - Net2,700,197
 2,623,770
3,653,473
 2,700,197
      
Investments: 
  
 
  
Available-for-Sale Securities36
 32
41

36
Restricted Investments31,876
 13,628
Restricted1,649

31,876
Investment in Affiliates62,292
 28,906
76,122

62,292
      
Total Investments94,204
 42,566
77,812
 94,204
      
Current Assets: 
  
 
  
Cash and Cash Equivalents7,819
 18,282
30,030

7,819
Accounts Receivable202,379
 222,339
337,502

202,379
Unbilled Revenues73,377
 59,680
79,538

73,377
Provision for Uncollectibles(13,988) (12,744)(18,842)
(13,988)
Notes Receivable
 1,454
Notes Receivable - Affiliate4,913
 2,461
1,945

4,913
Natural Gas in Storage, average cost48,513
 53,857
60,425

48,513
Materials and Supplies, average cost4,239
 6,753
1,743

4,239
Prepaid Taxes41,355
 17,471
30,694

41,355
Derivatives - Energy Related Assets42,139
 72,391
54,021

42,139
Assets Held For Sale59,588


Other Prepayments and Current Assets28,247
 31,369
26,548

28,247
      
Total Current Assets438,993
 473,313
663,192
 438,993
      
Regulatory and Other Noncurrent Assets: 
  
 
  
Regulatory Assets469,224
 410,746
662,969

469,224
Derivatives - Energy Related Assets5,988
 8,502
7,169

5,988
Notes Receivable - Affiliate13,275
 13,275
13,275

13,275
Contract Receivables28,721
 29,037
27,961

28,721
Notes Receivable
 25,271
Goodwill3,578
 4,838
734,607

3,578
Identifiable Intangible Assets12,480
 15,820
Other98,426
 83,429
Other (See Note 1)116,119

110,906
      
Total Regulatory and Other Noncurrent Assets631,692
 590,918
1,562,100
 631,692
      
Total Assets$3,865,086
 $3,730,567
$5,956,577
 $3,865,086
 
The accompanying notes are an integral part of the consolidated financial statements.


2017 20162018
2017
Capitalization and Liabilities    
 
Equity:    
 
Common Stock: Par Value $1.25 per share; Authorized 120,000,000 shares; Outstanding Shares: 79,549,080 (2017) and 79,478,055 (2016)   
Common Stock: Par Value $1.25 per share; Authorized 120,000,000 shares; Outstanding Shares: 85,506,218 (2018) and 79,549,080 (2017)




Balance at Beginning of Year$99,347
 $88,707
$99,436

$99,347
Common Stock Issued or Granted Under Stock Plans89
 10,640
7,447

89
Balance at End of Year99,436
 99,347
106,883
 99,436
Premium on Common Stock709,658
 706,943
843,268

709,658
Treasury Stock (at par)(271) (266)(292)
(271)
Accumulated Other Comprehensive Loss(36,765) (27,381)(26,095)
(36,765)
Retained Earnings420,351
 510,597
343,258

420,351
      
Total Equity1,192,409
 1,289,240
1,267,022
 1,192,409
      
Long-Term Debt1,122,999
 808,005
2,106,863

1,122,999
      
Total Capitalization2,315,408
 2,097,245
3,373,885
 2,315,408
      
Current Liabilities: 
  
 
  
Notes Payable346,400
 296,100
270,500

346,400
Current Portion of Long-Term Debt63,809
 231,909
733,909

63,809
Accounts Payable284,899
 243,669
410,463

284,899
Customer Deposits and Credit Balances43,398
 48,068
32,058

43,398
Environmental Remediation Costs66,372
 46,120
47,592

66,372
Taxes Accrued2,932
 2,082
5,881

2,932
Derivatives - Energy Related Liabilities46,938
 60,082
24,134

46,938
Derivatives - Other Current748
 681
588

748
Deferred Contract Revenues259
 
1,772

259
Interest Accrued9,079
 6,231
14,208

9,079
Pension Benefits2,388
 2,463
3,631

2,388
Other Current Liabilities15,860
 15,219
36,102

15,860
      
Total Current Liabilities883,082
 952,624
1,580,838
 883,082
      
Deferred Credits and Other Noncurrent Liabilities: 
  
 
  
Deferred Income Taxes - Net86,884
 343,549
85,836

86,884
Pension and Other Postretirement Benefits101,544
 95,235
110,112

101,544
Environmental Remediation Costs106,483
 108,893
206,058

106,483
Asset Retirement Obligations59,497
 59,427
80,163

59,497
Derivatives - Energy Related Liabilities6,025
 4,540
7,256

6,025
Derivatives - Other Noncurrent9,622
 9,349
7,285

9,622
Regulatory Liabilities287,105
 49,121
478,499

287,105
Other9,436
 10,584
26,645

9,436
      
Total Deferred Credits and Other Noncurrent Liabilities666,596
 680,698
1,001,854
 666,596
      
Commitments and Contingencies (Note 15)

 



 

      
Total Capitalization and Liabilities$3,865,086
 $3,730,567
$5,956,577
 $3,865,086
 
The accompanying notes are an integral part of the consolidated financial statements.

Consolidated Statements of Changes in Equity and Comprehensive Income
(In Thousands)

South Jersey Industries, Inc. and SubsidiariesSouth Jersey Industries, Inc. and Subsidiaries
Years Ended December 31, 2015, 2016 and 2017Years Ended December 31, 2016, 2017 and 2018
                        
 Common Stock Premium on Common Stock Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Common Stock Premium on Common Stock Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total
                        
Balance at January 1, 2015 $85,418
 $438,384
 $(330) $(30,258) $439,218
 $932,432
Net Income 
 
 
 
 105,107
 105,107
Other Comprehensive Income, Net of Tax 
 
 
 5,759
 
 5,759
Common Stock Issued or Granted Under Stock Plans 3,289
 61,076
 34
 
 
 64,399
Cash Dividends Declared - Common Stock ($1.02 per share) 
 
 
 
 (70,158) (70,158)
            
Balance at December 31, 2015 88,707
 499,460
 (296) (24,499) 474,167
 1,037,539
Balance at January 1, 2016 $88,707
 $499,460
 $(296) $(24,499) $474,167
 $1,037,539
Net Income 
 
 
 
 118,810
 118,810
 
 
 
 
 118,810
 118,810
Other Comprehensive Loss, Net of Tax 
 
 
 (2,882) 
 (2,882) 
 
 
 (2,882) 
 (2,882)
Common Stock Issued or Granted Through Equity Offering or Stock Plans 10,640
 207,483
 30
 
 
 218,153
 10,640
 207,483
 30
 
 
 218,153
Cash Dividends Declared - Common Stock ($1.07 per share) 
 
 
 
 (82,380) (82,380) 
 
 
 
 (82,380) (82,380)
                        
Balance at December 31, 2016 99,347
 706,943
 (266) (27,381) 510,597
 1,289,240
 99,347
 706,943
 (266) (27,381) 510,597
 1,289,240
Net Loss 
 
 
 
 (3,490) (3,490) 
 
 
 
 (3,490) (3,490)
Other Comprehensive Loss, Net of Tax 
 
 
 (9,384) 
 (9,384) 
 
 
 (9,384) 
 (9,384)
Common Stock Issued or Granted Under Stock Plans 89
 2,715
 (5) 
 
 2,799
 89
 2,715
 (5) 
 
 2,799
Cash Dividends Declared - Common Stock ($1.10 per share) 
 
 
 
 (87,308) (87,308) 
 
 
 
 (87,308) (87,308)
Excess Tax Benefit on Restricted Stock 
 
 
 
 552
 552
 
 
 
 
 552
 552
                        
Balance at December 31, 2017 $99,436
 $709,658
 $(271) $(36,765) $420,351
 $1,192,409
 99,436
 709,658
 (271) (36,765) 420,351
 1,192,409
Net Income 

 

 

 

 17,663
 17,663
Other Comprehensive Loss, Net of Tax 

 

 

 10,670
 

 10,670
Common Stock Issued or Granted Through Equity Offering or Stock Plans 7,447
 133,610
 (21) 

 

 141,036
Cash Dividends Declared - Common Stock ($1.13 per share) 

 

 

 

 (94,756) (94,756)
            
Balance at December 31, 2018 $106,883
 $843,268
 $(292) $(26,095) $343,258
 $1,267,022



 
Disclosure of Changes In Accumulated Other Comprehensive Loss Balances (a)
(In Thousands)
 
 
Postretirement
Liability
Adjustment (A)
 
Unrealized Gain
(Loss) on
Derivatives-Other (B)
 
Unrealized Gain
(Loss) on Available-
for-Sale Securities (B)
 
Other
Comprehensive
Income (Loss) of
Affiliated
Companies (B)
 
Accumulated
Other
Comprehensive
Loss
 
Postretirement
Liability
Adjustment (A)
 
Unrealized Gain
(Loss) on
Derivatives-Other (B)
 
Unrealized Gain
(Loss) on Available-
for-Sale Securities (B)
 
Other
Comprehensive
Income (Loss) of
Affiliated
Companies (B)
 
Accumulated
Other
Comprehensive
Loss
  
  
  
  
  
  
  
  
  
  
Balance at January 1, 2015 $(27,663) $(2,450) $(75) $(70) $(30,258)
Changes During Year 5,518
 321
 (53) (27) 5,759
Balance at December 31, 2015 (22,145) (2,129) (128) (97) (24,499)
Balance at January 1, 2016 $(22,145) $(2,129) $(128) $(97) $(24,499)
Changes During Year (3,197) 197
 118
 
 (2,882) (3,197) 197
 118
 
 (2,882)
Balance at December 31, 2016 (25,342) (1,932) (10) (97) (27,381) (25,342) (1,932) (10) (97) (27,381)
Changes During Year (10,920) 1,536
 
 
 (9,384) (10,920) 1,536
 
 
 (9,384)
Balance at December 31, 2017 $(36,262) $(396) $(10) $(97) $(36,765) (36,262) (396) (10) (97) (36,765)
Changes During Year 10,636
 34
 

 

 10,670
Balance at December 31, 2018 $(25,626) $(362) $(10) $(97) $(26,095)
 
(A) Determined using a combined average statutory tax rate of 25% for 2018; 27% for 20172017; and 40% for 2016 and 2015.2016.
(B) Determined using a combined average statutory tax rate of 25% for 2018; 39% for 20172017; and 40% for 2016 and 2015.2016.
 
The accompanying notes are an integral part of the consolidated financial statements.



SOUTH JERSEY GAS COMPANY
STATEMENTS OF INCOME
(In Thousands)

Year Ended December 31,Year Ended December 31,
2017 2016 20152018 2017 2016
Operating Revenues$517,254
 $461,055
 $534,290
$548,000
 $517,254
 $461,055
Operating Expenses:     
     
Cost of Sales (Excluding depreciation)204,432
 174,390
 245,290
Operations98,992
 95,609
 107,836
Cost of Sales (Excluding depreciation and amortization)209,649
 204,432
 174,390
Operations (See Note 1)112,920
 96,604
 93,012
Maintenance19,727
 17,549
 16,183
28,742
 19,727
 17,549
Depreciation53,887
 47,432
 41,365
59,755
 53,887
 47,432
Energy and Other Taxes3,729
 3,620
 4,031
4,246
 3,729
 3,620
Total Operating Expenses380,767
 338,600
 414,705
415,312
 378,379
 336,003
Operating Income136,487
 122,455
 119,585
Other Income and Expense6,475
 3,831
 3,844
Operating Income (See Note 1)132,688
 138,875
 125,052
Other Income and Expense (See Note 1)4,685
 4,087
 1,234
Interest Charges(24,705) (17,875) (19,906)(28,011) (24,705) (17,875)
Income Before Income Taxes118,257
 108,411
 103,523
109,362
 118,257
 108,411
Income Taxes(45,700) (39,366) (36,945)(26,413) (45,700) (39,366)
Net Income$72,557
 $69,045
 $66,578
$82,949
 $72,557
 $69,045

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


SOUTH JERSEY GAS COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)

Year Ended December 31,Year Ended December 31,
2017 2016 20152018 2017 2016
Net Income$72,557
 $69,045
 $66,578
$82,949
 $72,557
 $69,045
          
Other Comprehensive Income (Loss), Net of Tax:          
          
Postretirement Liability Adjustment (A)(11,090) (2,197) 1,617
3,606
 (11,090) (2,197)
Unrealized Gain (Loss) on Available-for-Sale Securities (B)
 98
 (23)
Unrealized Gain on Available-for-Sale Securities (B)
 
 98
Unrealized Gain on Derivatives - Other (B)27
 27
 23
34
 27
 27
          
Other Comprehensive (Loss) Income - Net of Tax(11,063) (2,072) 1,617
Other Comprehensive Income (Loss) - Net of Tax3,640
 (11,063) (2,072)
          
Comprehensive Income$61,494
 $66,973
 $68,195
$86,589
 $61,494
 $66,973

(A) Determined using a combined average statutory tax rate of 25% for 2018; 27% for 20172017; and 40% for 2016 and 2015.2016.
(B) Determined using a combined average statutory tax rate of 25% for 2018; 39% for 20172017; and 40% for 2016 and 2015.2016.

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


SOUTH JERSEY GAS COMPANY
STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended December 31,Year Ended December 31,
2017 2016 20152018 2017 2016
Cash Flows from Operating Activities:          
Net Income$72,557
 $69,045
 $66,578
$82,949
 $72,557
 $69,045
Provided by Operating Activities:     
Adjustments to Reconcile Income from Continuing Operations to Net Cash Provided by Operating Activities:     
Depreciation and Amortization71,654
 63,901
 58,668
82,622
 71,654
 63,901
Provision for Losses on Accounts Receivable6,949
 6,993
 14,689
7,997
 6,949
 6,993
CIP Receivable/Payable915
 (24,943) (7,324)32,523
 915
 (24,943)
Deferred Gas Costs - Net of Recoveries(28,092) 11,753
 28,648
(46,495) (28,092) 11,753
Deferred SBC Costs - Net of Recoveries(5,578) (7,102) 9,557
311
 (5,578) (7,102)
Environmental Remediation Costs - Net of Recoveries(39,860) (39,735) (22,058)(53,685) (39,860) (39,735)
Deferred and Noncurrent Income Taxes and Credits - Net78,712
 40,980
 39,148
39,179
 78,712
 40,980
Gas Plant Cost of Removal(7,062) (6,070) (5,096)(6,899) (7,062) (6,070)
Pension Contribution(7,997) 
 (12,020)
 (7,997) 
Changes in:          
Accounts Receivable(28,129) (24,867) 8,597
(21,749) (28,129) (24,867)
Inventories(3,222) 2,696
 11,198
(1,198) (3,222) 2,696
Prepaid and Accrued Taxes - Net(20,993) 3,980
 (7,129)9,685
 (20,993) 3,980
Other Prepayments and Current Assets1,183
 (448) (9,717)1,390
 1,183
 (448)
Gas Purchases Payable19,526
 14,879
 (13,423)5,149
 19,526
 14,879
Accounts Payable and Other Accrued Liabilities(1,753) 35,982
 (2,264)(15,194) (1,753) 35,982
Other Assets(16,925) (7,065) 4,996
(6,705) (16,925) (7,065)
Other Liabilities (See Note 1)14,784
 2,183
 1,504
Other Liabilities3,094
 14,784
 2,183
Net Cash Provided by Operating Activities106,669
 142,162
 164,552
112,974
 106,669
 142,162
          
Cash Flows from Investing Activities: 
  
  
 
  
  
Capital Expenditures(248,864) (225,287) (207,785)(241,873) (248,864) (225,287)
Note Receivable
 9,916
 (9,916)

 
 9,916
Purchase of Company Owned Life Insurance(4,875) 
 

 (4,875) 
Investment in Long-Term Receivables(9,324) (10,886) (19,033)(8,643) (9,324) (10,886)
Proceeds from Long-Term Receivables9,861
 10,014
 8,769
9,813
 9,861
 10,014
Net Cash Used in Investing Activities (See Note 1)(253,202) (216,243) (227,965)
Net Cash Used in Investing Activities(240,703) (253,202) (216,243)
          
Cash Flows from Financing Activities: 
  
  
 
  
  
Net (Repayments of) Borrowings from Short-Term Credit Facilities(52,300) (30,100) 33,000
Net Borrowings from (Repayments of) Short-Term Credit Facilities55,500
 (52,300) (30,100)
Proceeds from Issuance of Long-Term Debt400,000
 61,000
 80,000
310,000
 400,000
 61,000
Principal Repayments of Long-Term Debt(215,909) (27,909) (11,009)(238,909) (215,909) (27,909)
Payments for Issuance of Long-Term Debt(2,030) (63) (9)(219) (2,030) (63)
Dividends on Common Stock(20,000) 
 (40,764)
 (20,000) 
Additional Investment by Shareholder40,000
 65,000
 

 40,000
 65,000
Net Cash Provided by Financing Activities149,761
 67,928
 61,218
126,372
 149,761
 67,928
          
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash3,228
 (6,153) (2,195)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(1,357) 3,228
 (6,153)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period (See Note 1)1,391
 7,544
 9,739
4,619
 1,391
 7,544
          
Cash, Cash Equivalents and Restricted Cash at End of Period (See Note 1)$4,619
 $1,391
 $7,544
$3,262
 $4,619
 $1,391
          
          
Supplemental Disclosures of Cash Flow Information 
  
  

Supplemental Disclosures of Cash Flow Information 
  
  
Cash paid during the year for:          
Interest (Net of Amounts Capitalized)$23,729
 $18,497
 $19,373
$28,583
 $23,729
 $18,497
Income Taxes (Net of Refunds)$(8,476) $(1) $(1,665)$(21,742) $(8,476) $(1)
          
Supplemental Disclosures of Noncash Investing Activities          
Capital Expenditures acquired on account but not paid at year-end$25,889
 $25,275
 $24,857
$32,272
 $25,889
 $25,275

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


SOUTH JERSEY GAS COMPANY
BALANCE SHEETS
(In Thousands)
 
December 31,
2017
 December 31,
2016
December 31,
2018
 December 31,
2017
Assets      
Property, Plant and Equipment:      
Utility Plant, at original cost$2,652,244
 $2,424,134
$2,907,202
 $2,652,244
Accumulated Depreciation(498,161) (471,222)(523,743) (498,161)
      
Property, Plant and Equipment - Net2,154,083
 1,952,912
2,383,459
 2,154,083
      
Investments: 
  
 
  
Restricted Investments2,912
 32
1,278
 2,912
      
Total Investments2,912
 32
1,278
 2,912
      
Current Assets: 
  
 
  
Cash and Cash Equivalents1,707
 1,359
1,984
 1,707
Accounts Receivable78,571
 69,651
101,572
 78,571
Accounts Receivable - Related Parties988
 1,355
2,442
 988
Unbilled Revenues54,980
 41,754
43,271
 54,980
Provision for Uncollectibles(13,799) (12,570)(13,643) (13,799)
Natural Gas in Storage, average cost14,932
 11,621
16,336
 14,932
Materials and Supplies, average cost825
 914
619
 825
Prepaid Taxes38,326
 16,428
28,772
 38,326
Derivatives - Energy Related Assets7,327
 5,434
5,464
 7,327
Other Prepayments and Current Assets12,670
 13,853
11,280
 12,670
      
Total Current Assets196,527
 149,799
198,097
 196,527
      
Regulatory and Other Noncurrent Assets:      
Regulatory Assets469,224
 410,746
492,365
 469,224
Long-Term Receivables25,851
 25,758
25,531
 25,851
Derivatives - Energy Related Assets5
 373
15
 5
Other17,372
 12,303
17,491
 17,372
  

  

Total Regulatory and Other Noncurrent Assets512,452
 449,180
535,402
 512,452
      
Total Assets$2,865,974
 $2,551,923
$3,118,236
 $2,865,974
 
The accompanying notes are an integral part of the financial statements.


SOUTH JERSEY GAS COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
(In Thousands, except per share amounts)
 
December 31, 2017 December 31, 2016December 31, 2018 December 31, 2017
Capitalization and Liabilities      
Equity:      
Common Stock, Par Value $2.50 per share:      
Authorized - 4,000,000 shares      
Outstanding - 2,339,139 shares$5,848
 $5,848
$5,848
 $5,848
Other Paid-In Capital and Premium on Common Stock355,744
 315,827
355,744
 355,744
Accumulated Other Comprehensive Loss(25,997) (14,934)(22,357) (25,997)
Retained Earnings585,838
 533,159
668,787
 585,838
      
Total Equity921,433
 839,900
1,008,022
 921,433
      
Long-Term Debt758,052
 423,177
874,507
 758,052
      
Total Capitalization1,679,485
 1,263,077
1,882,529
 1,679,485
      
Current Liabilities:      
Notes Payable52,000
 104,300
107,500
 52,000
Current Portion of Long-Term Debt63,809
 215,909
18,909
 63,809
Accounts Payable - Commodity43,341
 23,815
48,490
 43,341
Accounts Payable - Other41,365
 45,370
52,966
 41,365
Accounts Payable - Related Parties17,029
 11,216
12,563
 17,029
Derivatives - Energy Related Liabilities9,270
 1,372
2,146
 9,270
Derivatives - Other Current389
 386
343
 389
Customer Deposits and Credit Balances41,656
 45,816
23,862
 41,656
Environmental Remediation Costs66,040
 45,018
33,022
 66,040
Taxes Accrued1,760
 855
1,891
 1,760
Pension Benefits2,353
 2,428
3,597
 2,353
Interest Accrued7,615
 5,369
7,134
 7,615
Other Current Liabilities7,027
 8,011
9,444
 7,027
      
Total Current Liabilities353,654
 509,865
321,867
 353,654
      
Regulatory and Other Noncurrent Liabilities: 
  
 
  
Regulatory Liabilities287,105
 49,121
286,539
 287,105
Deferred Income Taxes - Net280,746
 469,408
325,886
 280,746
Environmental Remediation Costs105,656
 108,029
115,049
 105,656
Asset Retirement Obligations58,714
 58,674
79,890
 58,714
Pension and Other Postretirement Benefits88,871
 81,800
96,053
 88,871
Derivatives - Energy Related Liabilities170
 
43
 170
Derivatives - Other Noncurrent6,639
 6,979
5,524
 6,639
Other4,934
 4,970
4,856
 4,934
      
Total Regulatory and Other Noncurrent Liabilities832,835
 778,981
913,840
 832,835
      
Commitments and Contingencies (Note 15)      
      
Total Capitalization and Liabilities$2,865,974
 $2,551,923
$3,118,236
 $2,865,974
 
The accompanying notes are an integral part of the unaudited condensed financial statements.



SOUTH JERSEY GAS COMPANY
STATEMENTS OF CHANGES IN COMMON EQUITY AND COMPREHENSIVE INCOME
(In Thousands)

Common Stock Other Paid-In Capital and Premium on Common Stock Accumulated Other Comprehensive Loss Retained Earnings TotalCommon Stock Other Paid-In Capital and Premium on Common Stock Accumulated Other Comprehensive Loss Retained Earnings Total
Balance at January 1, 2015$5,848
 $250,899
 $(14,479) $438,300
 680,568
Net Income

 

 

 $66,578
 66,578
Other Comprehensive Gain, Net of Tax

 

 1,617
 

 1,617
Cash Dividends Declared – Common Stock
 
 
 (40,764) (40,764)
Additional Investment by Shareholder
 
 
 
 
Tax Deficiency from Restricted Stock Plan
 (72) 
 
 (72)
         
Balance at December 31, 20155,848
 250,827
 (12,862) 464,114
 707,927
Balance at January 1, 2016$5,848
 $250,827
 $(12,862) $464,114
 707,927
Net Income      69,045
 69,045
 
  
  
 $69,045
 69,045
Other Comprehensive Loss, Net of Tax    (2,072)   (2,072) 
  
 (2,072)  
 (2,072)
Cash Dividends Declared – Common Stock      
 
Additional Investment by Shareholder
 65,000
 
 
 65,000

 65,000
 
 
 65,000
Tax Deficiency from Restricted Stock Plan  
     
                  
Balance at December 31, 20165,848
 315,827
 (14,934) 533,159
 839,900
5,848
 315,827
 (14,934) 533,159
 839,900
Net Income
     72,557
 72,557

     72,557
 72,557
Other Comprehensive Loss, Net of Tax    (11,063) 
 (11,063)    (11,063) 
 (11,063)
Cash Dividends Declared – Common Stock  
   (20,000) (20,000)  
   (20,000) (20,000)
Additional Investment by Shareholder
 40,000
 
 
 40,000

 40,000
 
 
 40,000
Excess tax benefit - See Footnote 1      122
 122
Excess Tax Benefit - See Note 1
 
 
 122
 122
Tax Deficiency from Restricted Stock Plan  (83)   
 (83)  (83)   
 (83)
                  
Balance at December 31, 2017$5,848
 $355,744
 $(25,997) $585,838
 $921,433
5,848
 355,744
 (25,997) 585,838
 921,433
Net Income
     82,949
 82,949
Other Comprehensive Loss, Net of Tax
 
 3,640
 
 3,640
         
Balance at December 31, 2018$5,848
 $355,744
 $(22,357) $668,787
 $1,008,022


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

Disclosure of Changes in Accumulated Other Comprehensive Loss Balances (a)
(In Thousands)
Postretirement Liability Adjustment (A) Unrealized Gain (Loss) on Available-for-Sale Securities (B) Unrealized Gain (Loss) on Derivatives (B) Accumulated Other Comprehensive Income (Loss)Postretirement Liability Adjustment (A) Unrealized Gain (Loss) on Available-for-Sale Securities (B) Unrealized Gain (Loss) on Derivatives (B) Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2015$(13,837) $(75) $(567) $(14,479)
Changes During Year1,617
 (23) 23
 1,617
Balance at December 31, 2015(12,220) (98) (544) (12,862)
Balance at January 1, 2016$(12,220) $(98) $(544) $(12,862)
Changes During Year(2,197) 98
 27
 (2,072)(2,197) 98
 27
 (2,072)
Balance at December 31, 2016(14,417) 
 (517) (14,934)(14,417) 
 (517) (14,934)
Changes During Year(11,090) 
 27
 (11,063)(11,090) 
 27
 (11,063)
Balance at December 31, 2017$(25,507) $
 $(490) $(25,997)(25,507) 
 (490) (25,997)
Changes During Year3,606
 

 34
 3,640
Balance at December 31, 2018$(21,901) $
 $(456) $(22,357)

(A) Determined using a combined average statutory tax rate of 25% in 2018; 27% for 20172017; and 40% for 2016 and 2015.2016.
(B) Determined using a combined average statutory tax rate of 25% for 2018; 39% for 20172017; and 40% for 2016 and 2015.2016.

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


 Notes to Consolidated Financial Statements

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

GENERAL - South Jersey Industries, Inc. (SJI or the Company) currentlySJI provides a variety of energy-related products and services primarily through the following wholly-owned subsidiaries:

South Jersey Gas Company (SJG)SJIU is a holding company that owns SJG, and as of July 1, 2018, ETG and ELK (see "Acquisition" below).

*SJG is a regulated natural gas utility. SJGutility which distributes natural gas in the seven southernmost counties of New Jersey.
*ETG is a regulated natural gas utility which distributes natural gas in seven counties in northern and central New Jersey.
*ELK is a regulated natural gas utility which distributes natural gas in northern Maryland.

South Jersey Energy Company (SJE)SJE acquires and markets natural gas and electricity to retail end usersusers. SJE previously acquired and providesmarketed natural gas and provided total energy management services to commercial, industrial and residential customers. In November 2018, the Company sold SJE's retail gas businesses.

South Jersey Resources Group, LLC (SJRG)SJRG markets natural gas storage, commodity and transportation assets along with fuel management services on a wholesale basis in the mid-Atlantic, Appalachian and southern states.

South Jersey Exploration, LLC (SJEX)SJEX owns oil, gas and mineral rights in the Marcellus Shale region of Pennsylvania.

Marina Energy, LLC (Marina) develops and operates on-site energy-related projects. It currently operates projects in New Jersey, Maryland, Massachusetts and Vermont. The significant wholly-owned subsidiaries of Marina include:

ACB, Energy Partners, LLC (ACB)which owns and operates a natural gas fueled combined heating, cooling and power facility located in Atlantic City, New Jersey.

AC Landfill Energy, LLC (ACLE), BC Landfill Energy, LLC (BCLE), SC Landfill Energy, LLC (SCLE)ACLE, BCLE, SCLE and SX Landfill Energy, LLC (SXLE) ownSXLE, which owns and operateoperates landfill gas-to-energy production facilities in Atlantic, Burlington, Salem and Sussex Counties in New Jersey.

MCS, Energy Partners, LLC (MCS), NBS Energy Partners, LLC (NBS) and SBS, Energy Partners, LLC (SBS) ownwhich owned and operateoperated solar-generation sites located in New Jersey. These entities were sold in October 2018.

South Jersey Energy Service Plus, LLC (SJESP) serviced residential and small commercial HVAC systems, installed small commercial HVAC systems, provided plumbing services and serviced appliances under warranty via a subcontractor arrangement as well as on a time and materials basis. On September 1, 2017, SJESP sold certain assets of its residential and small commercial HVAC and plumbing business to a third party. SJESP will receivereceives commissions paid on service contracts from thea third party on a go forward basis. This transaction did not have a material impact on the consolidated financial statements.party.

SJI Midstream LLC (Midstream) invests in infrastructure and other midstream projects, including a current project to build an approximately 118-mile natural gas pipeline in Pennsylvania and New Jersey.

In October 2017, SJI announced that it had entered into agreements to acquire the assets of Elizabethtown Gas and Elkton Gas from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas. SJI is acquiring the assets of both companies for total consideration of $1.7 billion. The transaction is expected to close in mid-2018, and is subject to approvals by the New Jersey Board of Public Utilities (BPU) and the Maryland Public Service Commission (PSC), with limited approvals also required from the Federal Energy Regulatory Commission (FERC) and the Federal Communications Commission (FCC), as well as certain anti-trust filings and approvals.

In connection with the acquisition, SJI has incurred total fees of $27.4 million during the year ended December 31, 2017. Of these fees, $14.5 million were related to consulting and legal expenses and recorded as Operating Expenses in the statements of consolidated income for the year ended December 31, 2017. The remaining $12.9 million relates to a 364-day, $2.6 billion senior unsecured bridge facility (the “Bridge Facility”), which was entered into in the fourth quarter of 2017 (see Note 14). Debt issuance costs associated with the Facility totaled $10.4 million and are being amortized over the term of the Facility, with $2.6 million amortized to interest expense in 2017. Also incurred is $2.5 million of ticking fees which are also recorded as interest expense for the year ended December 31, 2017. The interest expenses noted above are recorded in Interest Charges in the statements of consolidated income. All of the above costs are included in the Corporate & Services segment.


BASIS OF PRESENTATION - TheSJI's consolidated financial statements include the accounts of SJI, its wholly-owned subsidiaries (including SJG) and subsidiaries in which SJI has a controlling interest. SJI eliminates allAll significant intercompany accounts and transactions.transactions have been eliminated in consolidation. Beginning as of the date of their acquisition, July 1, 2018, SJI is reporting on a consolidated basis the combined operations of ETG and ELK, along with its other wholly-owned and controlled subsidiaries. In management's opinion, the consolidated financial statements reflect all normal and recurring adjustments needed to fairly present SJI's financial position, operating results and cash flows at the dates and for the periods presented.  

Certain reclassifications have been made to SJI's and SJG's prior period consolidated statements of cash flowsincome to conform to the current period presentation. Restricted cash isThe non-service cost components of net periodic pension and postretirement benefit costs are now combined with cashincluded as a reduction to Other Income and cash equivalents when reconciling the beginning and end of period balances on the consolidated statements of cash flows of SJI,Expense, as wellopposed to being recorded as the statements of cash flows for SJG,an Operations Expense, to conform towith ASU 2016-18, which is described below under "New Accounting Pronouncements." This combination of restricted cash and cash and cash equivalents caused Cash Flows from Investing Activities for both SJI and SJG to be adjusted in order to add restricted cash obtained through an acquisition (SJI only), as well as to remove items relating to capital expenditures and proceeds from restricted investments (SJI only), as well as the sale of restricted investments in a margin account and from escrowed loan proceeds (SJI and SJG).

Certain reclassifications have been made to SJI's prior period consolidated statements of cash flows to conform to the current period presentation. Cash paid by an employer when directly withholding shares for tax-withholding purposes is now classified as a financing activity in the consolidated statements of cash flows to conform to ASU 2016-09,2017-07, which is described below under "New Accounting Pronouncements." This caused a reduction to both Operations Expense and Other Income on the consolidated statement of income for the years ended December 31, 2017 and 2016. This also caused a reclassification to SJI's prior period Cash Flows Provided by Operating Activities (Other Assets and Liabilities)segments disclosure in Note 8 to increase by $0.4 millionOperating Income within both the SJG Utility Operations and $0.3 millionCorporate & Services segments for 2016the years ended December 31, 2017 and 2015, respectively,2016. This also caused a reduction to (1) Operations, Impairment Charges and Net Cash Flows from Financing Activities (Net Settlement of Restricted Stock) to decrease byMaintenance Including Fixed Charges and (2) Other Income and Expense within the same amount. Also, excess tax benefits from restricted stock are now classified along with other income tax cash flows as an operating activity per the new ASU. This caused $0.4 million and $0.1 million to be reclassed outsummarized quarterly results of SJI's and SJG's respectively, 2015 Cash Flows Provided by Financing Activities (Other) into Cash Flows Provided by Operating Activities (Other Assets and Liabilities)operations for the year ended December 31, 2017 (see "Quarterly Financial Data (Unaudited)").


Certain reclassifications have been made to SJI's prior period segments disclosures to conform to the current period presentation. The activities of SJI Midstream, which were presented in the Corporate & Services segment in 2015during the years ended December 31, 2017 and 2016, are now separated into the Midstream segment in 2017.for the year ended December 31, 2018. This caused prior period adjustmentsreclassifications to Property AdditionsInterest Charges and Identifiable AssetsIncome Taxes in Note 8.

Certain reclassifications have been made to SJG's related party transactions disclosuresSJI's prior period consolidated balance sheet to conform to the current period presentation. The operating revenuesIdentifiable Intangible Assets are now recorded in Other Noncurrent Assets as of "Marina"December 31, 2018, causing a prior period reclassification to the consolidated balance sheet as of December 31, 2017.

ACQUISITION - On July 1, 2018, SJI, through its wholly-owned subsidiary SJIU, acquired the assets of ETG and "Other" were adjustedELK from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas (collectively, the "Acquisition"), for proper presentationtotal consideration of $1.74 billion (see Note 20). In the second quarter of 2018, SJI completed public equity offerings and issued long-term debt to help fund the Acquisition (see Notes 6 and 14, respectively).

AGREEMENT TO SELL SOLAR ASSETS - On June 27, 2018, the Company, through its wholly-owned subsidiary, Marina, entered into a series of agreements whereby Marina agreed to sell its portfolio of solar energy assets (the “Transaction”) to a third-party buyer. As part of the SJITransaction, Marina has agreed to sell its distributed solar energy projects located across New Jersey, Maryland, Massachusetts and Vermont with total capacity of approximately 204 MW (the “Projects”). As part of the Transaction, Marina sold the assets comprising the Projects or, in some cases, 100% of the equity interests of certain special purpose companies wholly-owned by Marina that own the assets comprising certain Projects, including MCS, NBS and SBS. The sale of individual Projects is occurring on a rolling basis as the conditions precedent to each closing have been satisfied, including obtaining certain regulatory filings and receipt of consents to assignment of project contracts and permits. The individual purchase prices for those Projects have been adjusted to account for Project revenues retained by Marina during the period prior to such closings. Also in connection with the Transaction, Marina will lease certain of the Projects that have not yet passed the fifth anniversary of their placed-in-service dates for U.S. federal income tax purposes back from the buyer from the date each such project is acquired by the buyer until the later of the first anniversary of the applicable acquisition date and the fifth anniversary of the applicable placed-in-service date of the project.

In July 2018, as part of the Transaction, Marina received a cash payment of $62.5 million for the sale of certain SRECs.

During the fourth quarter of 2018, the Company closed on the majority of these projects, including the wholly-owned subsidiaries (Marina)MCS, NBS and SBS, with each project sold having met all conditions to satisfy closing as defined above. Total consideration received in the fourth quarter related to these sales was $228.1 million. The Company currently has projects that have not yet closed and are expected to be sold in 2019. The value of these unsold assets is $59.6 million and is recorded as Assets Held For Sale on the consolidated balance sheets as of December 31, 2018, where they will remain until they are transferred to a buyer.

The Company also closed in the fourth quarter of 2018 on a separate solar project for total consideration of $4.8 million.

In total, the Company recorded pre-tax gains on the sale of all projects discussed above of $17.6 million in Net Gain on Sales of Assets on the consolidated statements of income, with these gains pertaining to those projects that were not impaired as discussed under "Impairment of Long-Lived Assets" below.

SALE OF RETAIL GAS OPERATIONS OF SJE - On November 30, 2018, SJI affiliates (Other)sold the retail gas assets of SJE for total consideration of $15.0 million. As a result of this agreement, SJE no longer acquires, transports or markets natural gas for retail markets. The Company recognized a pre-tax loss on this sale of $2.2 million, which is recorded in Note 3.Net Gain on Sales of Assets on the consolidated statements of income.

EQUITY INVESTMENTS - Marketable equity securities that are purchased as long-term investments are classified as Available-for-Sale Securities and carried at their fair value on the consolidated balance sheets. Any unrealized gains or losses are included in Accumulated Other Comprehensive Loss.AOCL. SJI, through wholly owned subsidiaries, holds significant variable interests in several companies but is not the primary beneficiary.  Consequently, these investments are accounted for under the equity method. In the event that losses and/or distributions from these equity method investments exceed the carrying value, and the Company is obligated to provide additional financial support, the excess will be recorded as either a current or non-current liability on the consolidated balance sheets. We includeSJI includes the operations of these affiliated companies on a pre-tax basis in the statements of consolidated income under Equity in Earnings (Loss) of Affiliated Companies (see Note 3).  An impairment loss is recorded when there is clear evidence that a decline in value is other than temporary. In 2015, the Company recorded a $7.7 million (net of tax) non-cash charge to earnings due to the reduction in the carrying value of an investment in a project entered into by Energenic (see Note 7). No impairment losses were recorded on equity investments during 2018, 2017 or 2016. SJG does not hold any equity investments.


ESTIMATES AND ASSUMPTIONS - We prepare ourThe consolidated financial statements were prepared to conform with accounting principles generally accepted in the United States of America (GAAP).GAAP. Management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and related disclosures. Therefore, actual results could differ from those estimates. Significant estimates include amounts related to regulatory accounting, energy derivatives, environmental remediation costs, pension and other postretirement benefit costs, revenue recognition and revenue recognition.goodwill.
 
REGULATION - SJG and ETG are subject to the rules and regulations of the BPU, while ELK is subject to the rules and regulations of the New Jersey Board of Public Utilities (BPU).MPSC. See Note 10 for a detailed discussion of SJG's, ETG's and ELK's rate structure and regulatory actions. SJG, maintains itsETG and ELK maintain their accounts according to the BPU's and MPSC's, prescribed Uniform System of Accounts. SJG, followsETG and ELK follow the accounting for regulated enterprises prescribed by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)FASBASC Topic 980 -”Regulated Operations.”  In general, Topic 980 allows for the deferral of certain costs (regulatory assets) and creation of certain obligations (regulatory liabilities) when it is probable that such items will be recovered from or refunded to customers in future periods. See Note 11 for a detailed discussion of regulatory assets and liabilities.

 
OPERATING REVENUES - Gas and electric revenues are recognized in the period the commodity is delivered to customers. For SJG and SJE retail customers (including SJG) that are not billed at the end of the month, we record an estimate to recognize unbilled revenues for gas and electricity delivered from the date of the last meter reading to the end of the month. SJRG's gas revenues are recognized in the period the commodity is delivered. Realized and unrealized gains and losses on energy-related derivative instruments are also recognized in operating revenues for SJRG. See further discussion under Derivative Instruments. SJRG presents revenues and expenses related to its energy trading activities on a net basis in operating revenues. This net presentation has no effect on operating income or net income. We recognizeThe Company recognizes revenues on commissions received related to SJESP appliance service contracts from a third party on a monthly basis as these commissions are earned. Marina recognizes revenue on a monthly basis as services are provided, as lease income is earned, and for on-site energy production that is delivered to its customers.

REVENUE-BASED TAXES — SJG collects certain revenue-based energy taxes from its customers. Such taxes include New Jersey State Sales Tax and Public Utilities Assessment (PUA). State sales tax is recorded as a liability when billed to customers and is not included in revenue or operating expenses. The PUA is included in both utility revenue and energy and other taxes and totaled $1.2 million, $1.1 million, and $1.2 million in 2017, 2016 and 2015, respectively.

ACCOUNTS RECEIVABLE AND PROVISION FOR UNCOLLECTIBLE ACCOUNTS - Accounts receivable are carried at the amount owed by customers. A provision for uncollectible accounts is established based on our collection experience and an assessment of the collectibility of specific accounts.

NATURAL GAS IN STORAGE – Natural Gas in Storage is reflected at average cost on the consolidated balance sheets, and represents natural gas that will be utilized in the ordinary course of business.
 
ASSET RETIREMENT OBLIGATIONS - The amounts included under Asset Retirement Obligations (ARO)ARO are primarily related to the legal obligations SJI has to cut and cap gas distribution pipelines when taking those pipelines out of service in future years. These liabilities are generally recognized upon the acquisition or construction of the asset. The related asset retirement cost is capitalized concurrently by increasing the carrying amount of the related asset by the same amount as the liability. Changes in the liability are recorded for the passage of time (accretion) or for revisions to cash flows originally estimated to settle the ARO.
 

ARO activity was as follows (in thousands):
 
 2017 2016 2018 2017
SJI (includes SJG and all other consolidated subsidiaries): 
 
 
 
AROs as of January 1, $59,427
 $57,943
 $59,497
 $59,427
Accretion 1,955
 1,937
 1,909
 1,955
Additions 1,008
 1,098
 297
 1,008
Settlements (2,893) (1,551) (3,402) (2,893)
Revisions in Estimated Cash Flows (A) 21,862
 
ARO's as of December 31, $59,497
 $59,427
 $80,163
 $59,497
        
 2017 2016 2018 2017
SJG:        
AROs as of January 1, $58,674
 $57,219
 $58,714
 $58,674
Accretion 1,925
 1,908
 1,880
 1,925
Additions 1,008
 1,098
 297
 1,008
Settlements (2,893) (1,551) (2,863) (2,893)
Revisions in Estimated Cash Flows (A) 21,862
 
ARO's as of December 31, $58,714
 $58,674
 $79,890
 $58,714
(A) The revision in estimated cash flows reflects an increase in the contract retirement costs of approximately $31.5 million, partially offset by $9.6 million due to changes in the discount and inflation rates to settle the ARO. Corresponding entries were made to Regulatory Assets and Utility Plant, thus having no impact on earnings.

PROPERTY, PLANT AND EQUIPMENT - For regulatory purposes, utility plant is stated at original cost, which may be different than SJG's costcosts if the assets were acquired from another regulated entity. Nonutility property, plant and equipment is stated at cost. The cost of adding, replacing and renewing property is charged to the appropriate plant account.


SJG Utility Plant balances and SJI Nonutility Property and Equipment as of December 31, 20172018 and 20162017 were comprised of the following (in thousands):
 SJI (includes SJG and all other consolidated subsidiaries): SJG
 2017 2016 2018 2017 2018 2017
Utility Plant            
Production Plant $296
 $296
 $1,281
 $296
 $296
 $296
Storage Plant 61,909
 60,661
 92,769
 61,909
 61,996
 61,909
Transmission Plant 258,598
 257,169
 326,906
 258,598
 306,654
 258,598
Distribution Plant 2,044,421
 1,871,703
 3,466,101
 2,044,421
 2,212,831
 2,044,421
General Plant 175,599
 169,464
 303,219
 175,599
 241,095
 175,599
Other Plant 1,855
 1,855
 1,964
 1,855
 1,855
 1,855
Utility Plant In Service 2,542,678
 2,361,148
 4,192,240
 2,542,678
 2,824,727
 2,542,678
Construction Work In Progress 109,566
 62,986
 148,873
 109,566
 82,475
 109,566
Total Utility Plant $2,652,244
 $2,424,134
 $4,341,113
 $2,652,244
 $2,907,202
 $2,652,244
            
Nonutility Property and Equipment            
Solar Assets $582,379
 $652,683
Solar Assets (A) $
 $582,379
 $
 $
Cogeneration Assets 125,614
 124,172
 126,228
 125,614
 
 
Other Assets 33,034
 45,087
 26,004
 33,034
 
 
Total Nonutility Property and Equipment $741,027
 $821,942
 $152,232
 $741,027
 $
 $
(A) All remaining solar assets are recorded as Assets Held for Sale in the consolidated balance sheets as of December 31, 2018.

DEPRECIATION - We depreciate utility plant on a straight-line basis over the estimated remaining lives of the various property classes. These estimates are periodically reviewed and adjusted as required after BPUBPU/MPSC approval. The composite annual rate for all depreciable utility property was approximately 2.3% in 2018, and 2.2% in each of 2017 2016 and 2015.2016. The actual composite rate may differ from the approved rate as the asset mix changes over time. Except for retirements outside of the normal course of business, accumulated depreciation is charged with the cost of depreciable utility property retired, less salvage. Nonutility property depreciation is computed on a straight-line basis over the estimated useful lives of the property, ranging up to 50 years. Gain or loss on the disposition of nonutility property is recognized in operating income. As of December 31, 2017,2018, total accumulated depreciation for utility and nonutility property and equipment was $498.2$787.2 million and $194.9$52.6 million, respectively. As of December 31, 2018, total accumulated depreciation for SJG utility property and equipment was $523.7 million.
 
DEBT ISSUANCE COSTS - Debt issuance costs are capitalized and amortized as interest expense on a basis which approximates the effective interest method over the term of the related debt. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt. See Note 14 for the total unamortized debt issuance costs that are recorded as a reduction to long-term debt on the consolidated balance sheets of SJI and SJG.

CAPITALIZED INTEREST - SJG capitalizes interest on construction at the rate of return on the rate base utilized by the BPU to set rates in SJG's last base rate proceeding. For SJG's accelerated infrastructure programs, SJG capitalizes interest on construction at a rate prescribed by the programs (see Note 10), and amounts are included in Utility Plant on the consolidated balance sheets. Marina and Midstream capitalizecapitalizes interest on capital projects in progress based on the actual cost of borrowed funds, and amounts are included in Nonutility Property and Equipment on the consolidated balance sheets. Interest Charges are presented net of capitalized interest on the statements of consolidated income.  The amount of interest capitalized by SJI (including SJG) for the years ended December 31, 2018, 2017 and 2016 and 2015 was $2.5 million, $2.0 million $6.6 million and $4.9$6.6 million, respectively. The amount of interest capitalized by SJG for the years ended December 31, 2018, 2017 and 2016 and 2015 was $2.2 million, $1.6 million $5.3 million and $2.8$5.3 million, respectively.
 
IMPAIRMENT OF LONG-LIVED ASSETS - Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. Such reviews are performed in accordance with FASB ASC Topic 360. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured by the difference between an asset's carrying amount and fair value with the difference recorded within Impairment Charges on the consolidated statements of income. Fair values can be determined by a variety of valuation methods, including third-party appraisals, sales prices of similar assets, and present value techniques.

The Transaction described above under "Agreement to Sell Solar Assets" triggered an indicator of impairment in the second quarter of 2018 as the purchase price was less than the carrying amount for several of the assets sold and, as a result, several assets were considered to be impaired. The Company measured the impairment loss as the difference between the carrying amount of the respective assets and the fair value, which was determined using the purchase price and the expected cash flows from the assets, including potential price reductions resulting from the timing needed to satisfy all required closing conditions. As a result, the Company recorded an impairment charge within the on-site energy production segment of $99.2 million (pre-tax) in Impairment Charges on the consolidated statements of income for the year ended December 31, 2018, to reduce the carrying amount of several assets to their fair market value.

In 2017, SJI had reason to believe that, due to a significant decline in the market prices of Maryland solar renewable energy credits (SRECs),SRECs, combined with an increase of operating expenses, the full carrying value of SJI’sSJI's Maryland solar facilities may not be recoverable. As a result, SJI performed an impairment test on the respective assets which led to an impairment charge of $43.9 million.million for the year ended December 31, 2017. Also, during the fourth quarter of 2017, as the Company updated its estimated future cash flows for the rest of its solar portfolio, the Company determined that the expected future undiscounted cash flows for certain individual solar facilities were below their carrying value and the assets were considered impaired. As a result, SJI recorded an additional impairment charge of $27.4 million in 2017. The fair values of the impaired solar facilities were determined using an income approach by applying a discounted cash flow methodology to the future estimated cash flows, which were Level 3 fair value measurements. The key inputs to the methodology were forecasted SREC and electric revenues, operating expenses, salvage values, and discount rates.


Also in the fourth quarter of 2017, SJI observed its landfill gas-to-energy (LFGTE)LFGTE assets were incurring continuing cash flow losses specifically due to larger than expected decreases in electric generation and increasing operating expenses, and as a result had reason to believe the carrying value of these assets may no longer be recoverable. As a result, SJI performed an impairment test on the respective assets which led to an impairment charge of $16.5 million.million for the year ended December 31, 2017. The fair values of the LFGTE assets were determined using a combination of market and cost approaches, which considers similar market transactions that are specific to the LFGTE assets. The cost and market approaches used arewere deemed Level 3 fair value measurements. In the fourth quarter of 2018, SJI observed its LFGTE assets were continuing to incur cash flow losses for similar reasons, and as a result had reason to believe the remaining carrying value of these assets may no longer be recoverable. As a result, the remaining carrying value of all such assets was written off via an impairment charge of $6.1 million (pre-tax) during the fourth quarter of 2018.

For the yearyears ended December 31, 2018 and 2017, SJI had total long-lived asset impairment charges (pre-tax) of $105.3 million and $87.8 million.million, respectively. These impairment charges are recorded within Impairment Charges on the consolidated statements of income and are included within the On-Site Energy Production segment. No impairments on long-lived assetsimpairment charges were identifiedrecorded at SJGSJI for the year ended December 31, 2017. For2016. No impairment charges were recorded at SJG for the years ended December 31, 20162018, 2017 and 2015, no impairments2016. Additional impairment charges on assets other than long-lived assets were identified at SJI or SJG. Seerecorded during the year ended December 31, 2017, see Note 17 for further information on Fair Value methodology.

Marina’s solar energy projects rely on returns from electricity and SRECs.  A further decrease in the value of electricity and SRECs due to market conditions and/or legislative changes may negatively impact Marina's return on its investments as well as lead to impairment of the respective assets. 21.
 
DERIVATIVE INSTRUMENTS - SJI accounts for derivative instruments in accordance with FASB ASC Topic 815 - “Derivatives and Hedging.”  We record all derivatives, whether designated in hedging relationships or not, on the consolidated balance sheets at fair value unless the derivative contracts qualify for the normal purchase and sale exemption. In general, if the derivative is designated as a fair value hedge, we recognize the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk in earnings. We currently have no fair value hedges. If the derivative is designated as a cash flow hedge, we record the effective portion of the hedge in Accumulated Other Comprehensive Loss (AOCL)AOCL and recognize it in the income statement when the hedged item affects earnings. We recognize ineffective portions of the cash flow hedges immediately in earnings. We currently have no cash flow hedges. We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives, strategies for undertaking various hedge transactions and our methods for assessing and testing correlation and hedge ineffectiveness. All hedging instruments are linked to the hedged asset, liability, firm commitment or forecasted transaction. Due to the application of regulatory accounting principles under FASB ASC Topic 980, gains and losses on derivatives related to SJG's gas purchases are recorded through the Basic Gas Supply Service (BGSS)BGSS clause.
 
Initially and on an ongoing basis, we assess whether derivatives designated as hedges are highly effective in offsetting changes in cash flows or fair values of the hedged items. We discontinue hedge accounting prospectively if we decide to discontinue the hedging relationship; determine that the anticipated transaction is no longer likely to occur; or determine that a derivative is no longer highly effective as a hedge. In the event that hedge accounting is discontinued, we will continue to carry the derivative on the balance sheet at its current fair value and recognize subsequent changes in fair value in current period earnings. Unrealized gains and losses on the discontinued hedges that were previously included in AOCL will be reclassified into earnings when the forecasted transaction occurs, or when it is probable that it will not occur. Hedge accounting has been discontinued for all remaining derivatives that were designated as hedging instruments. As a result, unrealized gains and losses on these derivatives, that were previously recorded in AOCL on the consolidated balance sheets, are being recorded into earnings over the remaining life of the derivative. In March 2017, SJI entered into a new interest rate derivative and amended the existing interest rate derivative linked to unrealized losses previously recorded in AOCL (see Note 16).

GAS EXPLORATION AND DEVELOPMENT - SJI capitalizes all costs associated with gas property acquisition, exploration and development activities under the full cost method of accounting. Capitalized costs include costs related to unproved properties, which are not amortized until proved reserves are found or it is determined that the unproved properties are impaired. All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred. No impairment charges were recorded on these costs during the years ended December 31, 2018, 2017 2016 and 2015.2016. As of December 31, 2018 and 2017, and 2016, $8.7$8.6 million and $8.8$8.7 million , respectively, related to interests in proved and unproved properties in Pennsylvania, net of amortization, is included with Nonutility Property and Equipment and Other Noncurrent Assets on the consolidated balance sheets.
 
TREASURY STOCK – SJI uses the par value method of accounting for treasury stock. As of December 31, 20172018 and 2016,2017, SJI held 216,642233,482 and 212,617216,642 shares of treasury stock, respectively. These shares are related to deferred compensation arrangements where the amounts earned are held in the stock of SJI.

AFUDC - SJI and SJG record AFUDC, which represents the estimated debt and equity costs of capital funds that are necessary to finance the construction of new regulated facilities. While cash is not realized currently, AFUDC increases the regulated revenue requirement and is included in rate base and recovered over the service life of the asset through a higher rate base and higher depreciation.

INCOME TAXES - Deferred income taxes are provided for all significant temporary differences between the book and taxable bases of assets and liabilities in accordance with FASB ASC Topic 740 - “Income Taxes” (See Note 4). A valuation allowance is established when it is determined that it is more likely than not that a deferred tax asset will not be realized. Investment tax credits related to renewable energy facilities of Marina are recognized on the flow-through method.

On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform")Reform was enacted into law, which changeschanging various corporate income tax provisions within the existing Internal Revenue Code. The law became effective January 1, 2018 but iswas required to be accounted for in the period of enactment, which foras such SJI and SJG isadopted the new requirements in the fourth quarter of 2017. SeeSJI and SJG were impacted in several ways as a result of Tax Reform, see Note 4.

CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, highly liquid investments with original maturities of three months or less are considered cash equivalents.

IDENTIFIABLE INTANGIBLE ASSETSBUSINESS COMBINATION - The primary identifiable intangible assetsCompany applies the acquisition method to account for business combinations. The consideration transferred for an acquisition is the fair value of the Companyassets transferred, the liabilities incurred by the acquirer and the equity interests issued by the acquirer. Acquisition-related costs are customer relationships.expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Considerations may include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives (finite-lived intangible assets) are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 2 to 20 years. The cost of identifiable intangible assets of $12.5 million and $15.8 million are included in Noncurrent Assets on the consolidated balance sheets as of December 31, 2017 and 2016, respectively. The decrease in intangible assets of $3.3 million was attributable to a $2.2 million pre-tax impairment charge specific to the LFGTE assets customer relationships, which was primarily driven by revised assumptions for decreased electric production and increased operating expenses, and was recorded in Impairment Charges on the consolidated statements of income, and in the Company's On-Site Energy Production segment. Also contributing to the decrease in intangible assets was amortization expense recorded during 2017 of $1.1 million.

GOODWILL - Goodwill represents the excess of the consideration paidtransferred over the fair value of the identifiable net assets acquired. Goodwillacquired is not amortized, but instead is subject to impairment testingrecorded as goodwill (see Note 20).

AMA - On July 1, 2018, SJRG purchased from a third party an AMA whereby SJRG will manage the pipeline capacity of ETG. Total cash payment was $11.3 million. The AMA expires on March 31, 2022. Under the AMA, SJRG will pay ETG an annual basis, and between annual tests whenever events or changes in circumstances indicate that the fair valuefee of a reporting unit may be below its carrying amount. The Company performed its annual goodwill impairment test$4.25 million, plus additional profit sharing as defined in the fourth quarter of 2017 beginning with a qualitative assessment at the reporting unit level.AMA. The reporting unit level is identifiedamounts received by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those componentsETG will be credited to its BGSS clause and whether the economic and regulatory characteristics are similar. Factors utilized in the qualitative analysis performed on goodwill in our reporting units include, among other things, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, company specific operating results and other relevant entity-specific events affecting individual reporting units.returned to its ratepayers. The total purchase price was allocated as follows (in thousands):

In
Natural Gas in Storage $9,685
Intangible Asset 19,200
Profit Sharing - Other Liabilities (17,546)
   Total Consideration $11,339

As of December 31, 2018 the absence of sufficient qualitative factors, goodwill impairment is determined using a two-step process. Step one identifies potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value exceeds book value, goodwillbalance of the reporting unitintangible asset is not considered impaired. If the book value exceeds fair value, proceed to step two, which compares the implied fair value of the reporting unit's goodwill to the book value of the reporting unit goodwill. If the book value of goodwill exceeds the implied fair value, an impairment charge is recognized for the excess.


In connection with the annual goodwill impairment assessment, the Company performed a qualitative assessment over its business units and noted that as a result of the continuing cash flow losses incurred at the LFGTE's business unit, the two-step impairment test was necessary. Based on the results of the goodwill impairment test, the Company determined that the carrying value of the LFGTE's reporting unit was higher than the fair value, and accordingly, the Company recognized a pre-tax impairment charge of $1.3 million during the year ended December 31, 2017, recorded in Impairment Charges on the consolidated statements of income and included in the Company's On-Site Energy Production segment.

The Company concluded based on the results of the annual testing performed that, other than the impairment charges noted above, there were no other impairments identified for the years ended December 31, 2017 and 2016.

Goodwill of $3.6$16.6 million and $4.8 million is included in the Company's On-Site Energy Production segmentrecorded to Other Current and Noncurrent Assets on the consolidated balance sheets of SJI, with the reduction being due to amortization. As of December 31, 2018, the balance in the liability is $17.0 million and is recorded to Regulatory Liabilities on the consolidated balance sheets of SJI, with the change resulting from profit sharing earned.

ERIP - The Company offered an ERIP to non-union, non-Officer employees over the age of 55 years old with 20 or more years of service to the Company as well as to Officers over the age of 55 years old with 5 or more years of service to the Company. Communication was made to these employees in the fourth quarter 2018, with acceptance made by non-union employees by December 15, 2018 and by Officers by December 31, 2018. Total cost to the Company for the ERIP was $13.4 million, of which $8.3 million is included in Operations Expense on the consolidated statements of income as of December 31, 20172018, and 2016, respectively.$5.1 million was related to employees of SJG does not have any goodwill.and recorded as a Regulatory Asset on the consolidated balance sheets. These costs include severances, curtailments and special termination benefits on the Company's pension, SERP and OPEB plans.

CURRENT PORTION OF LONG-TERM DEBT - The following table summarizesCompany has $733.9 million of long-term debt that is due within the changesnext year. The Company expects to significantly reduce this debt in Goodwill for2019 using cash provided from the years ended December 31, 2017settlement of its equity forward sale agreement (see Note 22), the sale of the remaining solar assets as noted above, along with the sale of other assets considered non-core to the business.  The remaining long-term debt that is due within the next year is expected to be paid off by utilizing funds provided from refinancing activity and 2016, respectively (in thousands):from the revolving credit facility. The Company anticipates refinancing approximately $500.0 million of outstanding long-term debt during 2019.

 20172016
Beginning Balance, January 1$4,838
$8,880
Impairment of Goodwill (see above)(1,260)
Fair Value Adjustments During Measurement Period (See Note 3)
(4,042)
Ending Balance, December 31$3,578
$4,838
Management believes that actions presently being taken to pay off the long-term debt that is due within the next year will be successful as the Company has been successful in refinancing debt in the past. However, there can be no assurance that success will continue in the future. No adjustments have been made to the financial statements to account for this uncertainty.

NEW ACCOUNTING PRONOUNCEMENTS - Other than as described below, no new accounting pronouncement issued or effective during 2017, 2016 or 2015 had, or is expected to have, a material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the revenue recognition requirements in FASB ASC 605, Revenue Recognition, and in most industry-specific topics. The new guidance identifies how and when entities should recognize revenue. The new rules establish a core principle requiring the recognition ofunder this new standard is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services.services, with a five-step model for recognizing and measuring revenue from contracts with customers. The new standard also requires enhanced disclosure regarding the nature, amount, timing and uncertainty of revenues and the related cash flows arising from contracts with customers. In connection with this new standard, the FASB has issued several amendments to ASU 2014-09, as follows:

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This standard improves the implementation guidance on principal versus agent considerations and whether an entity reports revenue on a gross or net basis.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This standard clarifies identifying performance obligations and the licensing implementation guidance.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This standard provides additional guidance on (a) the objective of the collectibility criterion, (b) the presentation of sales tax collected from customers, (c) the measurement date of non-cash consideration received, (d) practical expedients in respect of contract modifications and completed contracts at transition, and (e) disclosure of the effects of the accounting change in the period of adoption.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to (Topic 606), Revenue from Contracts with Customers, which amends certain narrow aspects of the guidance, including the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples.


The new guidance in ASU 2014-09, as well as all amendments discussed above, iswas effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Management formed an implementation team that evaluated the impact that adoption of this guidance will have on the financial statements of SJI and SJG. This evaluation included assessing the impact of the guidance on our contracts in all our revenue streams by reviewing current accounting policies and practices to identify potential differences that would result from applying the new requirements to our revenue contracts. We expect that the majority of

On January 1, 2018, SJI and SJG revenue streams will be withinadopted ASU 2014-09 and all amendments, in accordance with the scope ofguidance in ASC 606. SJI and SJG adopted the new guidance which includes SJG’s regulatedusing the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting under ASC 605. See Note 19. The methods of recognizing revenue for SJI's and SJG's contracts with customers is the same under tariffs, for which no change in current revenue recognition practices is expected. RevenuesASC 605 and ASC 606, as revenues from contracts that SJI and SJG have with customers are currently recorded as gas or electricity is delivered to the customer, which is consistent with the new guidance under ASC 606. As such, there was no significant impact to revenues for the year ended December 31, 2018 for SJI or SJG as a result based onof applying ASC 606, and there was no cumulative catch-up to retained earnings for SJI or SJG under the review of customer contracts to date, SJI is not anticipating this guidance to have a material impactmodified retrospective method for changes in accounting for revenues. Further, there were no significant changes to SJI's or SJG's statements of consolidated income, cash flows or consolidated balance sheets upon adoption. The ASU does include expanded disclosure requirements, which we will include for periods beginning after December 15, 2017 as noted in the ASU. We do not anticipate any significant changes to our business processes, systems or internal controls over financial reporting needed to support recognition and disclosure under the new guidance. WeSome revenue arrangements, such as alternative revenue programs and derivative contracts, are continuing with our implementation planexcluded from the scope of ASC 606 and, expect to transition to the new guidance beginning in 2018 using the modified retrospective approach.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This ASU states that inventory for which cost is determined using a method other than last-in, first-out (LIFO) or the retail method shouldtherefore, will be subsequently measured at the lower of cost or net realizable value (NRV), rather than at the lower of cost or market. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. Adoption of this guidance did not have an impactpresented separately from revenues under ASC 606 on the financial statement results of SJI or SJG.and SJG's footnote disclosures (see Note 19).

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which enhances the reporting model for financial instruments and includes amendments to address aspects of recognition, measurement, presentation and disclosure. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for only certain portions of the new guidance. Management is currently determining the impact that adoptionAdoption of this guidance willdid not have an impact on the financial statementsstatement results of SJI andor SJG.

In March 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The new standard requires lessees to recognize substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The accounting for leases by the lessor remains relatively the same. In connection with this new standard, the FASB has issued the following amendments to ASU 2016-02:


In January 2018, the FASB issued an amendment to clarify the application of the new lease guidance to land easements and provided relief concerning adoption efforts for existing land easements that are not accounted for as leases under current GAAP.

In July 2018, the FASB issued ASU 2018-10 and 2018-11, which included a number of technical corrections and improvements to this standard, including an additional option for transition. The guidance initially required a modified retrospective transition method of adoption, under which lessees and lessors were to recognize and measure leases at the beginning of the earliest period presented. The additional, optional transition method allows an entity to initially apply the requirements of the lease standard at the adoption date, and avoid restating the comparative periods.

In December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for Lessors. The amendments in this ASU permit lessors, as an accounting policy election, to not evaluate whether certain sales taxes and other similar taxes are lessor costs or lessee costs. A lessor making this election will exclude from the consideration in the contract all collections from lessees of taxes within the scope of the election and will provide certain disclosures. The amendments in this ASU related to certain lessor costs also require lessors to exclude from variable payments, and therefore revenue, lessor costs paid by lessees directly to third parties, and require lessors to account for costs excluded from the consideration of a contract that are paid by the lessor and reimbursed by the lessee as variable payments, and record those reimbursed costs as revenue. Lastly, the amendments in this ASU related to recognizing variable payments for contracts with lease and nonlease components require lessors to allocate (rather than recognize as currently required) certain variable payments to the lease and nonlease components when the changes in facts and circumstances on which the variable payment is based occur.

The new guidance in ASU 2016-02, as well as all amendments discussed above, is effective for annual periods, includingfiscal years, and interim periods within those annual periods,years, beginning after December 15, 2018, with early adoption permitted.

Management has formed an implementation team that ishas completed the process of inventorying all current contracts, including those of ETG and ELK, and has determined the population of leases that will be in scope under the new guidance. Management will elect the optional transition guidance granted by ASU 2018-11 and evaluating the impact that adoption of this guidance will have on SJI's and SJG's financial statements, which includes monitoring industry specific developments including the exposure draft issued by the FASB that would introduce a land easement practical expedient to ASC 842. Consistent withapply the requirements of the lease standard SJIat the adoption date, January 1, 2019, and SJG will both transitionnot restate comparative periods. Management has elected to apply certain of the new guidance using the modified retrospective approach. At this timepractical expedients included in ASU 2016-02 and its related amendments to its entire population of leases. Specifically, the Company doeswill elect the transition practical expedient package which states that for all leases that have commenced before the effective date, an entity need not planreassess whether any expired or existing contracts are or contain leases, an entity need not reassess the lease classification for any expired or existing leases, and an entity need not reassess initial direct costs for any existing leases. The Company has elected not to early adoptuse hindsight when determining lease term at the new guidance.effective date.

In March 2016,Management believes that the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The amendments in this guidance clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. Adoption of this guidance did not have an impact on theits statement of financial statementsposition, its statement of SJI or SJG.

In March 2016, the FASB issued ASU 2016-07, Investments- Equity Methodcomprehensive income and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. Adoption of this guidance did not have an impact on the financial statements of SJI or SJG.


In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects of accounting for share-based payment arrangements. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. Adoption of this guidance did not have a material impact on the financial statements of SJI or SJG; however, cash flow presentation was modified for SJI to conform to this guidance, as described under “Basis of Presentation” above.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This standard is intended to provide guidance concerning the classification of certain cash receipts and cash payments in theits statement of cash flows and to eliminate the diversity in practice related to such classifications. This standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. Bothwill not be material. Neither SJI andnor SJG early adopted this ASU in the first quarter of 2017, and adoption of this guidance did not have anexpect any impact on its shareholders equity at the financial statements of SJI or SJG.

effective date.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740);: Intra-Entity Transfers of Assets Other Than Inventory. This standard requires recognition of the current and deferred income tax effects of an intra-entity asset transfer, other than inventory, when the transfer occurs, as opposed to current GAAP, which requires companies to defer the income tax effects of intra-entity asset transfers until the asset has been sold to an outside party. The income tax effects of intra-entity inventory transfers will continue to be deferred until the inventory is sold. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, with early adoption permitted. The standard is required to be adopted on a modified retrospective basis with a cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. Management is currently determining the impact that adoptionAdoption of this guidance willdid not have an impact on the financial statementsstatement results of SJI andor SJG.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This standard is intended to reduce diversity in practice in the classification and presentation of changes in restricted cash on the consolidated statement of cash flows. The ASU requires that the consolidated statement of cash flows explain the change in total cash and cash equivalents and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. The ASU also requires a reconciliation between the total of cash and equivalents and restricted cash presented on the consolidated statement of cash flows and the cash and cash equivalents balance presented on the consolidated balance sheets. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Both SJI and SJG early adopted this ASU in the first quarter of 2017. Accordingly, cash flow presentations were modified for both entities to conform to this guidance, as described under “Basis of Presentation” above.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard provides amended and clarifying guidance regarding whether an integrated set of assets and activities acquired is deemed the acquisition of a business (and, thus, accounted for as a business combination) or the acquisition of assets. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. Management is currently determining the impact that adoptionAdoption of this guidance willdid not have an impact on the financial statementsstatement results of SJI andor SJG.


In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. The amendments in this Update are effective for annual and any interim impairment tests performed in periods beginning after December 31, 2019. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU is designed to improve guidance related to the presentation of defined benefit costs in the income statement. In particular, this ASU requires an employer to report the service cost component in the same line item(s) as other compensation costs arising from services rendered byand requires the pertinent employees duringother components of net periodic pension and postretirement benefit costs to be separately presented in the period.consolidated statements of income outside of operating income. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Management is currently determining the impact that adoptionAdoption of this guidance willwas applied retroactively and did not have a material impact on the financial statements of SJI or SJG; however, current and SJG.prior period presentation on the consolidated statements of income were modified for SJI and SJG to conform to this guidance, as described under "Basis of Presentation" above.


In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies and reduces both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, to a change to the terms and conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. Management is currently determining the impact that adoptionAdoption of this guidance willdid not have an impact on the financial statementsstatement results of SJI andor SJG.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU is intended to improve the financial reporting of hedging relationships so that it represents a more faithful portrayal of an entity’s risk management activities (i.e., to help financial statement users understand an entity’s risk exposures and the manner in which hedging strategies are used to manage them), as well as to further simplify the application of the hedge accounting guidance in GAAP. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.


In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (Tax Reform). Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Reform and will improve the usefulness of information reported to financial statement users. The ASUstandard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which gave improvements and enhancements to ASU 2016-01 discussed above. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. SJI and SJG adopted this guidance during the first quarter of 2018 in conjunction with adopting ASU 2016-01 discussed above. Adoption of this guidance did not have an impact on the financial statement results of SJI or SJG.

In March 2018, the FASB issued ASU 2018-04, Investments-Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 (SEC Update). This ASU incorporates recent SEC guidance which was issued in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulation. ASU No. 2018-04 was effective upon issuance. Adoption of this guidance did not have an impact on the financial statement results of SJI or SJG.

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update). This ASU incorporates recent SEC guidance related to the income tax accounting implications of Tax Reform. ASU No. 2018-05 was effective upon issuance. Adoption of this guidance did not have an impact on the financial statement results of SJI or SJG.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting. This ASU aligns the accounting for share-based payment awards issued to employees and non-employees. Under the new guidance, equity-classified share-based payment awards issued to non-employees will now be measured on the grant date, instead of the previous requirement to remeasure the awards through the performance completion date. For performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition. The current requirement to reassess the classification (equity or liability) for non-employee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements on the timing of liquidation of an investee's assets and the description of measurement uncertainty at the reporting date. Entities are now required to disclose: (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements; and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Further, the standard eliminates disclosure requirements with respect to: (1) the transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation process for Level 3 fair value measurements. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The new disclosure requirement for unrealized gains and losses, the range and weighted average of significant unobservable inputs and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively to all periods presented upon their effective date. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.


In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plan. This ASU eliminates requirements for certain disclosures such as the amount and timing of plan assets expected to be returned to the employer and the amount of future annual benefits covered by insurance contracts. The standard added new disclosures such as for sponsors of the defined benefit plans to provide information relating to the weighted-average interest crediting rate for cash balance plans and other plans with promised interest crediting rates and an explanation for significant gains or losses related to changes in the benefit obligations for the period. The standard is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In August 2018, the FASB issued ASU 2018-15, Intangibles, Goodwill and Other Internal-Use Software (Topic 350): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs for hosting arrangements (services) with costs for internal-use software (assets). As a result, certain implementation costs incurred in hosting arrangements will be deferred and amortized. This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. SJI and SJG early adopted this ASU during the third quarter of 2018, which resulted in capitalizing implementation costs for hosting arrangements per the new guidance. This did not represent a change to the financial statements of SJI and SJG.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the UST, the LIBOR swap rate, the OIS rate based on the Fed Funds Effective Rate, and the SIFMA Municipal Swap Rate. The amendments should be adopted on a prospective basis for qualifying new or re-designated hedging relationships entered into on or after the date of adoption. The amendments in this ASU are required to be adopted concurrently with the amendments in ASU 2017-12 for entities that have not already adopted the ASU 2017-12. For public companies that already have adopted the amendments in ASU 2017-12, the amendments are effective for fiscal years, including interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted in any interim period upon issuance of this ASU if an entity already has adopted ASU 2017-12. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The amendments in this ASU for determining whether a decision-making fee is a variable interest require reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required by GAAP). These amendments will create alignment between determining whether a decision-making fee is a variable interest and determining whether a reporting entity within a related party group is the primary beneficiary of a VIE. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019 for public companies. Early adoption is permitted. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This ASU provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606, specifically when the collaborative arrangement participant is a customer in the context of a unit-of-account. It provides more comparability in the presentation of revenues for certain transactions between collaborative arrangement participants, including adding unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019 for public companies. Early adoption is permitted. Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG.

2.STOCK-BASED COMPENSATION PLAN:

On April 30, 2015, the shareholders of SJI approved the adoption ofUnder SJI's 2015 Omnibus Equity Compensation Plan (Plan), replacing the Amended and Restated 1997 Stock-Based Compensation Plan that had terminated on January 26, 2015. Under the Plan, shares may be issued to SJI’s officers (Officers), non-employee directors (Directors) and other key employees. No options were granted or outstanding during the years ended December 31, 2018, 2017, 2016 and 2015.2016.  No stock appreciation rights have been issued under the plans. During the years ended December 31, 2018, 2017, 2016 and 2015,2016, SJI granted 201,858 167,734 194,347and 158,929194,347 restricted shares, respectively, to Officers and other key employees under the plans.  Performance-based restricted shares vest over a three-year period and are subject to SJI achieving certain market and earnings-based performance targets, which can cause the actual amount of shares that ultimately vest to range from 0% to 200% of the original shares granted.

In 2015, SJI began grantinggrants time-based shares of restricted stock, one-third of which vests annually over a three-year period and which are limited to 100% payout. Vesting of time-based grants is contingent upon SJI achieving a return on equity (ROE)ROE of at least 7% during the initial year of the grant and meeting the service requirement. Provided that the 7% ROE requirement is met in the initial year, payout is solely contingent upon the service requirement being met in years two and three of the grant. Beginning in 2018, the vesting and payout of time-based shares of restricted stock is solely contingent upon the service requirements being met in years one, two, and three of the grant. In 2018, 2017, 2016, and 2015,2016, Officers and other key employees were granted 67,479, 53,058, and58,304 and 47,678 shares of time-based restricted stock, respectively, which are included in the shares noted above.
    
Grants containing market-based performance targets use SJI's total shareholder return (TSR)TSR relative to a peer group to measure performance. As TSR-based grants are contingent upon market and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant on a straight-line basis over the requisite three-year period of each award. In addition, SJI identifies specific forfeitures of share-based awards, and compensation expense is adjusted accordingly over the requisite service period. Compensation expense is not adjusted based on the actual achievement of performance goals. The fair value of TSR-based restricted stock awards on the date of grant is estimated using a Monte Carlo simulation model.

Through 2014, grants containing earnings-based targets were based on SJI's earnings growth rate per share (EGR) relative to a peer group to measure performance. In 2015, earnings-basedEarnings-based performance targets includedinclude pre-defined EGR and ROE goals to measure performance. Beginning in 2016, performance targets include pre-defined compounded earnings annual growth rate (CEGR)CEGR for SJI. As EGR-based, ROE-based and CEGR-based grants are contingent upon performance and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant over the requisite three-year period of each award. The fair value is measured as the market price at the date of grant. The initial accruals of compensation expense are based on the estimated number of shares expected to vest, assuming the requisite service is rendered and probable outcome of the performance condition is achieved. That estimate is revised if subsequent information indicates that the actual number of shares is likely to differ from previous estimates. Compensation expense is ultimately adjusted based on the actual achievement of service and performance targets.

SJI granted 26,416, 30,394 35,197and 26,33835,197 restricted shares to Directors in 2018, 2017 2016 and 2015,2016, respectively.  Shares issued to Directors vest over twelve months and contain no performance conditions. As a result, 100% of the shares granted generally vest.
    
The following table summarizes the nonvested restricted stock awards outstanding at December 31, 2017,2018, and the assumptions used to estimate the fair value of the awards:

Grants Shares Outstanding Fair Value Per Share Expected Volatility Risk-Free Interest RateGrants Shares Outstanding Fair Value Per Share Expected Volatility Risk-Free Interest Rate
Officers & Key Employees -2015 - Time 11,142
 $29.47
 N/A
 N/A
2016 - TSR 50,531
 $22.53
 18.1% 1.31%
2016 - TSR 65,206
 $22.53
 18.1% 1.31%2016 - CEGR, Time
63,747

23.52

N/A

N/A
2016 - CEGR, Time 101,987
 $23.52
 N/A
 N/A
2017 - TSR 43,615
 $32.17
 20.8% 1.47%
2017 - TSR 56,191
 $32.17
 20.8% 1.47%2017 - CEGR, Time 71,796
 $33.69
 N/A
 N/A
2017 - CEGR, Time 108,267
 $33.69
 N/A
 N/A
2018 - TSR 59,973
 $31.05
 21.9% 2.00%
        2018 - CEGR, Time 122,147
 $31.23
 N/A
 N/A
        
Directors -2017 30,394
 $33.64
 N/A
 N/A
2018 26,416
 $31.16
 N/A
 N/A

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


The following table summarizes the total stock-based compensation cost for the years ended December 31 (in thousands):

2017 2016 20152018 2017 2016
Officers & Key Employees$3,232
 $3,051
 $1,128
$3,321
 $3,232
 $3,051
Directors1,022
 841
 769
823
 1,022
 841
Total Cost4,254
 3,892
 1,897
4,144
 4,254
 3,892
          
Capitalized(288) (385) (216)(386) (288) (385)
Net Expense$3,966
 $3,507
 $1,681
$3,758
 $3,966
 $3,507

The table above reflects the reversal of approximately $0.3 million $1.1 million $0.1 million and $1.2$0.1 million of previously recorded costs in 2018, 2017 2016 and 2015,2016, respectively. These reversals are associated with EPS-based grants for which performance goals were not met.

As of December 31, 2017,2018, there was $5.0$5.1 million of total unrecognized compensation cost related to nonvested stock-based compensation awards granted under the plans. That cost is expected to be recognized over a weighted average period of 1.7 years.

The following table summarizes information regarding restricted stock award activity during 2017,2018, excluding accrued dividend equivalents:
 Officers & Other Key Employees Directors 
Weighted
Average
Fair Value
Nonvested Shares Outstanding, January 1, 2017295,515
 35,197
 $24.96
Granted167,734
 30,394
 $33.24
Vested*(114,199) (35,197) $24.81
Cancelled/Forfeited**(6,257) 
 $28.77
Nonvested Shares Outstanding, December 31, 2017342,793
 30,394
 $28.60
 Officers & Other Key Employees Directors 
Weighted
Average
Fair Value
Nonvested Shares Outstanding, January 1, 2018342,793
 30,394
 $28.60
Granted201,858
 26,416
 $31.17
Vested(44,902) (30,394) $26.24
Cancelled/Forfeited(87,940) 
 $28.75
Nonvested Shares Outstanding, December 31, 2018411,809
 26,416
 



*Based on performance information available at the filing of this Report, management expects to award 15,092 shares associated with the 2015 grants to Officers and other key employees in 2018.
** Represents shares forfeited as a result of separation of employment prior to the satisfaction of service conditions.
    
During the years ended December 31, 2018, 2017 and 2016, SJI awarded 67,130, 65,628 and 13,247, respectively, shares to its Officers and other key employees at a market value of $2.0 million, $2.2 million and $0.3 million, respectively. In 2015, no shares were awarded. Also, during the years ended December 31, 2018, 2017 2016 and 2015,2016, SJI granted 26,416, 30,394 35,197 and 26,33835,197 shares to its Directors at a market value of $1.0$0.8 million, $0.8$1.0 million and $0.8 million, respectively.

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

SJG - Officers and other key employees of SJG participate in the stock-based compensation plans of SJI. During the years ended December 31, 2018, 2017 2016 and 2015,2016, SJG officers and other key employees were granted 32,924, 24,001 33,218 and 26,26633,218 shares of SJI restricted stock, respectively. The cost of outstanding stock awards for SJG during the years ended December 31, 2018, 2017 and 2016 was $0.6 million and 2015 was $0.4 million and $0.6 million, and 0.3 million, respectively. Approximately one-half65% of these costs were capitalized on SJG's balance sheets to Utility Plant.

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

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

Energenic – US, LLC (Energenic) - Marina and a joint venture partner formed Energenic, in which Marina has a 50% equity interest. Energenic developed and operated on-site, self-contained, energy-related projects.

On December 31, 2015, Energenic Marina and its joint venture partner entered into two Equity Distribution and Purchase Agreements (the "Transaction"), pursuant to which Marina became the sole owner of eight of the Energenic projects ("Marina Projects") and its joint venture partner became the sole owner of seven other Energenic projects ("Partner Projects"). The Transaction has been accounted for as a distribution of member interests by Energenic to its owners and a business combination through the exchange of member interests in various projects between Marina and its joint venture partner. In connection with the exchange, the joint venture partner provided a $19.5 million note payable to Marina. The note and other existing obligations of the joint venture partner to Marina are included in Notes Receivable on the consolidated balance sheets, with approximately $1.5 million being included as a current asset as of December 31, 2016 as it is due within one year. This note is collateralized by security interests in various energy project assets owned by the joint venture partner, as well as personal guarantees from its principals.

As part of the transaction, each party is relieved ofcurrently does not have any guarantees related to the Projects in which it no longer has an ownership interest. 
The projects that are now wholly-owned by Marina are ACB, ACLE, BCLE, SCLE, SXLE, MCS, NBS and SBS.
Through December 31, 2015, Marina’s investment in Energenic was accounted for under the equity method of accounting. As such, Marina’s share of the equity value of the projects was included within Investment in Affiliates on the consolidated balance sheets and Marina’s share of the loss or earnings from the projects was included within Equity in (Loss) Earnings of Affiliated Companies on the statements of consolidated income for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, the assets and liabilities of the projects that are now wholly-owned by Marina are consolidated into the consolidated balance sheets. Beginning in 2016, the respective results from operations and cash flows of the projects that are now wholly-owned by Marina are consolidated into the statements of consolidated income and cash flows, respectively. This transaction represents a non-cash investing and financing activity. The results of the acquired projects are included in the On-Site Energy Production segment.

The following table summarizes the final purchase price allocation and reflects 100% of the fair values of the assets acquired and the liabilities assumed by the Company in connection with the Transaction. Total consideration for the step acquisition of the remaining interest in the Marina Projects was $46.0 million, which represents the fair value of the Company’s interest in the Partner Projects exchanged ($31.5 million) as well as the existing value of the Marina Projects immediately prior to the exchange ($14.5 million) (in thousands):
  
Current assets (excluding inventory)$7,804
Inventory3,154
Note Receivable Received19,504
Fixed Assets46,460
Intangible Assets: 
     Identifiable Intangibles16,950
     Goodwill4,838
Non-Current Assets4,783
Current Liabilities(8,196)
Note Payable - Affiliate(16,986)
Long-Term Debt, including current portion(21,642)
Capital Lease Payable(10,458)
Other Non-Current Liabilities(181)
          Fair Value of Consolidated Assets and Liabilities of Acquired Projects$46,030

The pro forma impact of this transaction on the operations of the Company is not significant.operational.

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

PennEast Pipeline Company, LLC (PennEast) - Midstream has a 20% investment in PennEast, which is planning to construct an approximately 118-mile natural gas pipeline that will extend from Northeastern Pennsylvania into New Jersey.Jersey.

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

EnergyMark LLC (EnergyMark) - SJE has a 33% investment in EnergyMark, an entity that acquires and markets natural gas to retail end users.users.
For the years ended December 31, 2018, 2017 and 2016, SJRG had net sales to EnergyMark of $41.6 million, $37.5 million and $31.4 million, respectively.

EnerConnex - In the second quarter of 2018, SJI entered into an agreement to obtain a 25% investment in EnerConnex, which is a retail and wholesale broker and consultant that matches end users with suppliers for the procurement of natural gas and electricity. The investment made by SJI in EnerConnex was not material.

The Company made net investments in unconsolidated affiliates of $6.6 million and $32.1 million in 2018 and $7.5 million in 2017, and 2016, respectively. As of December 31, 20172018 and 2016,2017, the outstanding balance of Notes Receivable – Affiliate was $18.2$15.2 million and $15.7$18.2 million, respectively. As of December 31, 2017,2018, approximately $13.6 million of these notes are secured by property, plant and equipment of the affiliates, accrue interest at 7.5% and are to be repaid through 2025. The remaining $4.6$1.6 million of these notes are unsecured and accrue interest at variable rates.

SJI holds significant variable interests in these entities but is not the primary beneficiary. Consequently, these entities are accounted for under the equity method because SJI does not have both (a) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the entity or the right to receive benefits from the entity that could potentially be significant to the entity. As of December 31, 2017,2018, the Company had a net asset of approximately $62.3$76.1 million included in Investment in Affiliates on the consolidated balance sheets related to equity method investees, in addition to Notes Receivable – Affiliate as discussed above. SJI’s maximum exposure to loss from these entities as of December 31, 20172018 is limited to its combined equity contributions and the Notes Receivable-Affiliate in the aggregate amount of $80.5$91.3 million.


DISCONTINUED OPERATIONS - Discontinued Operations consist of the environmental remediation activities related to the properties of South Jersey Fuel, Inc. (SJF)SJF and the product liability litigation and environmental remediation activities related to the prior business of The Morie Company, Inc. (Morie).Morie. SJF is a subsidiary of Energy & Minerals, Inc. (EMI),EMI, an SJI subsidiary, which previously operated a fuel oil business. Morie is the former sand mining and processing subsidiary of EMI. EMI sold the common stock of Morie in 1996.

SJI conducts tests annually to estimate the environmental remediation costs for these properties.properties (see Note 15).
    
Summarized operating results of the discontinued operations for the years ended December 31, were (in thousands, except per share amounts):
2017 2016 20152018 2017 2016
Loss before Income Taxes:          
Sand Mining$(84) $(205) $(422)$(118) $(84) $(205)
Fuel Oil(175) (179) (338)(184) (175) (179)
Income Tax Benefits173
 133
 257
62
 173
 133
Loss from Discontinued Operations — Net$(86) $(251) $(503)$(240) $(86) $(251)
Earnings Per Common Share from   
     
  
Discontinued Operations — Net:   
     
  
Basic and Diluted$
 $
 $(0.01)$
 $
 $


SJG RELATED-PARTY TRANSACTIONS - SJG conducts business with its parent, SJI, and several other related parties. A description of each of these affiliates and related transactions is as follows:

South Jersey Energy Solutions, LLC (SJES)SJES - a wholly ownedwholly-owned subsidiary of SJI that serves as a holding company for all of SJI’s nonutility operating businesses:

SJE - ForPrior to the sale of SJE's retail gas business (see Note 1), for SJE’s commercial customers for which SJG performsperformed billing services, SJG purchasespurchased the related accounts receivable at book value and chargescharged them a purchase of receivable fee (POR) for potential uncollectible accounts, and assumesassumed all risk associated with collection.

SJRG - SJG sells natural gas for resale and capacity release to SJRG and also meets some of SJG's gas purchasing requirements by purchasing natural gas from SJRG.

Marina - SJG provides natural gas transportation services to Marina under BPU-approved tariffs.

Millennium - Reads SJG's utility customers’ meters on a monthly basis for a fee.

Sales of gas to SJRG and SJE comply with Section 284.02 of the Regulations of the Federal Energy Regulatory Commission (FERC).FERC.

In addition to the above, SJG provides various administrative and professional services to SJI and each of the affiliates discussed above. Likewise, SJI provides substantial administrative services on SJG's behalf. For certain types of transactions, SJG served as central processing agents for the related parties discussed above. Amounts due to and due from these related parties for pass-through items are not considered material to SJG's financial statements as a whole.


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

2017 2016 20152018 2017 2016
Operating Revenues/Affiliates (See Note 1):      
Operating Revenues/Affiliates:      
SJRG$4,458
 $6,934
 $5,342
$5,813
 $4,458
 $6,934
Marina314
 302
 185
379
 314
 302
Other86
 83
 417
91
 86
 83
Total Operating Revenues/Affiliates$4,858
 $7,319
 $5,944
$6,283
 $4,858
 $7,319

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

2017 2016 20152018 2017 2016
Costs of Sales/Affiliates (excluding depreciation)     
Costs of Sales/Affiliates (Excluding depreciation and amortization)     
SJRG*$24,337
 $16,306
 $26,090
$33,313
 $24,337
 $16,306
     
Derivative Losses/(Gains) (See Note 1):     
SJRG$
 $
 $64
          
Operations Expense/Affiliates:          
SJI$22,154
 $20,296
 $14,088
$31,740
 $22,154
 $20,296
Millennium2,856
 2,803
 2,746
2,920
 2,856
 2,803
Other(653) (198) (412)(569) (653) (198)
Total Operations Expense/Affiliates$24,357
 $22,901
 $16,422
$34,091
 $24,357
 $22,901

*These costs are included in either SJG's Cost of Sales on the statements of income, or Regulatory Assets on the balance sheets. As discussed in Note 1, to the consolidated financial statements, revenues and expenses related to the energy trading activities of the wholesale energy operations at SJRG are presented on a net basis in Operating Revenues - Nonutility on the statements of consolidated income.



4.INCOME TAXES:
 
SJI files a consolidated federal income tax return. Statereturn and various state income tax returns, some of which are filed on a separate company basis in states where SJI has operations and/combined or a requirement to file.unitary.

Total income taxes applicable to operations differ from the tax that would have resulted by applying the statutory Federal income tax rate to pre-tax income for SJI and SJG for the following reasons (in thousands): 
 2017 2016 2015 2018 2017 2016
SJI (includes SJG and all other consolidated subsidiaries):  
  
  
  
  
  
Tax at Statutory Rate $(9,915) $60,624
 $37,440
Tax at Statutory Rate* $3,877
 $(9,915) $60,624
Increase (Decrease) Resulting from:            
State Income Taxes 2,778
 6,438
 3,985
 622
 2,778
 6,438
ESOP Dividend (1,314) (1,300) (1,298) (791) (1,314) (1,300)
Tax Reform Adjustments (13,521) 
 
 (588) (13,521) 
Amortization of Investment Tax Credits - Utility 
 
 (149)
AFUDC (3,094) (900) (1,109) (1,835) (3,094) (900)
Amortization of Excess Deferred Taxes (893) 
 
Investment and Other Tax Credits (666) (10,706) (37,503) (93) (666) (10,706)
Other - Net 795
 (5) (6) 262
 795
 (5)
Income Taxes:      
Continuing Operations 561
 (24,937) 54,151
Discontinued Operations (62) (173) (133)
Total Income Tax (Benefit) Expense $499
 $(25,110) $54,018
      
SJG:      
Tax at Statutory Rate* 22,966
 41,390
 37,944
Increase (Decrease) Resulting from: 
 
 
State Income Taxes 5,220
 5,955
 4,096
ESOP Dividend (712) (1,182) (1,170)
AFUDC (1,126) (1,446) (900)
Research and Development Credits 
 
 (613)
Other - Net 65
 983
 9
Total Income Tax Expense 26,413
 45,700
 39,366
      
The provision for Income Taxes is comprised of the following (in thousands):      
  
  
  
SJI (includes SJG and all other consolidated subsidiaries): 2018 2017 2016
Current:  
  
  
Federal $(13,790) $(34,971) $
State 3,959
 (48) (1,638)
Total Current (9,831) (35,019) (1,638)
Deferred:      
Federal 13,564
 5,761
 44,246
State (3,172) 4,321
 11,543
Total Deferred 10,392
 10,082
 55,789
Income Taxes:      
Continuing Operations 561
 (24,937) 54,151
Discontinued Operations (62) (173) (133)
Total Income Tax (Benefit) Expense $499
 $(25,110) $54,018
      
SJG:      
Current:      

Income Taxes:      
   Continuing Operations (24,937) 54,151
 1,360
   Discontinued Operations (173) (133) (257)
Total Income Tax (Benefit) Expense $(25,110) $54,018
 $1,103
       
SJG:      
Tax at Statutory Rate 41,390
 37,944
 36,233
Increase (Decrease) Resulting from: 
 
 
State Income Taxes 5,955
 4,096
 4,584
Amortization of Investment Tax Credits 
 
 (149)
ESOP Dividend (1,182) (1,170) (1,168)
AFUDC (1,446) (900) (1,109)
Research and Development Credits 
 (613) (1,400)
Other - Net 983
 9
 (46)
Total Income Tax Expense 45,700
 39,366
 36,945
       
The provision for Income Taxes is comprised of the following (in thousands):      
   
  
  
SJI (includes SJG and all other consolidated subsidiaries): 2017 2016 2015
Current:  
  
  
   Federal $(34,971) $
 $
   State (48) (1,638) (2,352)
      Total Current (35,019) (1,638) (2,352)
Deferred:      
   Federal 5,761
 44,246
 (4,622)
   State 4,321
 11,543
 8,483
      Total Deferred 10,082
 55,789
 3,861
Investment Tax Credit - Utility 
 
 (149)
Income Taxes:      
      Continuing Operations (24,937) 54,151
 1,360
      Discontinued Operations (173) (133) (257)
Total Income Tax (Benefit) Expense $(25,110) $54,018
 $1,103
       
SJG:      
Current:      
Federal (33,012) 
 
State 
 (1,614) (2,203)
Total Current $(33,012) $(1,614) $(2,203)
Deferred:      
Federal 69,550
 33,064
 30,042
State 9,162
 7,916
 9,255
Total Deferred $78,712
 $40,980
 $39,297
Investment Tax Credits 
 
 (149)
Total Income Tax Expense $45,700
 $39,366
 $36,945
Federal $(12,766) $(33,012) $
State 
 
 (1,614)
Total Current (12,766) (33,012) (1,614)
Deferred:      
Federal 32,571
 69,550
 33,064
State 6,608
 9,162
 7,916
Total Deferred 39,179
 78,712
 40,980
Total Income Tax Expense $26,413
 $45,700
 $39,366
*See Tax Reform discussion below.

For the year ended December 31, 2018, SJI tax expense increased primarily due to higher income before taxes compared to 2017, as 2017 resulted in a loss before taxes compared to income in 2018. For the year ended December 31, 2017, the Company's overall taxes went from anSJI's tax expense in 2016 to a benefit in 2017decreased primarily due to adjustments made as a result of the Tax Cuts and Jobs ActReform (discussed below) along with an overall loss before income taxes, as opposed to income in 2016, primarily due to several impairment charges taken (see Note 1), along with an unfavorable court ruling related to a pricing dispute between SJRG and a supplier (see Note 15).2016. These were partially offset with the impact of recording no investment tax credits on renewable energy facilities in 2017 which is consistent with SJI's previously announced strategy of substantially reducing solar development.

Investment Tax Credits attributable to2017. For SJG, are deferred and amortized at the annual rate of 3.0%, which approximates the life of related assets.tax expense decreased as income before taxes decreased as well.
 
TAX REFORM - On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform")Reform was enacted into law, which changeschanging various corporate income tax provisions within the existing Internal Revenue Code. The law became effective January 1, 2018 but iswas required to be accounted for in the period of enactment, which foras such SJI and SJG isadopted the new requirements in the fourth quarter of 2017. SJI and SJG were impacted in several ways as a result of Tax Reform, including provisions related to the permanent reduction in the U.S. federal corporate income tax rate from 35% to 21%, modification of bonus depreciation and changes to the deductibility of certain business related expenses. As a result of the change in the federal corporate income tax rate, SJI and SJG revalued deferred tax assets and liabilities to reflect the rates expected to be in effect as a result of Tax Reform. This resulted in SJI recording a $13.5$14.1 million income tax benefit in total for the decrease of its net deferred tax liabilities, which was recorded in Income Taxes on the consolidated statements of income for the year ended December 31, 2017.liabilities. SJG also recorded a $263.8$260.5 million total decrease in its net deferred tax liabilities, which resulted in an increase to SJG's regulatory liabilities as of December 31, 2017 as such amounts are probable of settlement or recovery through customer rates. The amounts noted above were the total recorded between 2017 and 2018 as a result of Tax Reform. The amount and timing of potential settlements of the established net regulatory liability will be determined by the BPU, subject to certain IRS "normalization" provisions. All adjustments related to Tax Reform were recorded in the Corporate & Services segment.

The SEC staff issued Staff Accounting BulletinSAB 118, (SAB 118), which provides guidance on accounting for the tax effects of Tax Reform. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date of Tax Reform for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of Tax Reform for which the accounting under ASC 740 is complete. To

As of December 31, 2018, SJI and SJG consider the extent that a company’s accounting for certain income tax effects ofimpacts from Tax Reform is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included incomplete. While we still expect additional guidance from the financial statements, it should continue to apply ASC 740 on the basisU.S. Department of the provisionsTreasury and the IRS, we have finalized our calculations using available guidance. Any additional issued guidance or future actions of our regulators could potentially affect the final determination of the tax laws that were in effect immediately beforeaccounting effects arising from the enactmentimplementation of Tax Reform.

The Company was able to make reasonable, good faith estimatesOn August 3, 2018, the U.S. Department of certain effects and, therefore, recorded provisional adjustments forTreasury, in conjunction with the following:IRS, released proposed regulations clarifying the tax rules regarding the appropriate bonus deprecation rateimmediate expensing provisions enacted by Tax Reform, specifically that should be applied to assets placed in serviceregulated utility property acquired after September 27, 2017, includingand placed in service by December 31, 2017, qualifies for 100% expensing. Until the information required to computeproposed regulations are finalized, taxpayers may rely on the applicable depreciableproposed regulations for tax basis. Further, Tax Reform is unclear in certain respectsyears ending after September 28, 2017. SJI and will require interpretationsSJG recorded the impact of these proposed regulations and implementing regulations by the Internal Revenue Service, as well as state tax authorities. Tax Reform could also be subject to potential amendments and technical corrections which could impact the Company’s financial statements.adjustment was immaterial.

Any required changes toIn November 2018, the provisional estimates would result in the recordingIRS issued proposed regulations that allow all interest expense of regulatory assets or liabilities to the extent such amounts are probable of settlement or recovery through customer rates and a net change to income tax expense for any other amounts. Final adjustments to the provisional amounts are expectedconsolidated group to be recorded bydeductible as long as a public utility comprises at least 90 percent of the third quartertotal consolidated business. Under these proposed regulations, SJI expects to meet the de minimis safe harbor rule in 2018 and therefore, the full amount of 2018. The accounting for all other applicable provisions of Tax Reform is considered complete based on the current interpretation.SJI’s 2018 consolidated interest expense would be deductible.


The net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes resulted in the following net deferred tax assets and liabilities for SJI and SJG at December 31 (in thousands): 
SJI (includes SJG and all other consolidated subsidiaries): 2018 2017
Deferred Tax Assets:    
   Net Operating Loss Carryforward $125,418
 $152,541
   Investment and Other Tax Credits 214,698
 214,605
   Derivatives / Unrealized Loss 
 2,068
   Conservation Incentive Program 1,701
 
   Deferred State Tax 16,087
 16,905
   Income Taxes Recoverable Through Rates 103,434
 76,426
   Pension & Other Post Retirement Benefits 16,560
 16,624
   Deferred Revenues 5,736
 5,726
   Provision for Uncollectibles 5,319
 3,854
   Other 4,639
 1,949
      Total Deferred Tax Asset $493,592
 $490,698
Deferred Tax Liabilities:    
   Book versus Tax Basis of Property $458,772
 $486,854
   Deferred Gas Costs - Net 25,812
 10,254
   Derivatives / Unrealized Gain 4,463
 
   Environmental Remediation 20,250
 31,393
   Deferred Regulatory Costs 14,351
 3,554
   Budget Billing - Customer Accounts 4,550
 4,043
   Deferred Pension & Other Post Retirement Benefits 34,095
 21,349
   Conservation Incentive Program 
 7,721
   Equity In Loss Of Affiliated Companies 1,417
 1,377
   Other 15,718
 11,037
      Total Deferred Tax Liability $579,428
 $577,582
          Deferred Tax Liability - Net $85,836
 $86,884
     
SJG:    
Deferred Tax Assets:    
  Net Operating Loss and Tax Credits $60,986
 $73,785
  Deferred State Tax 16,754
 14,688
  Provision for Uncollectibles 3,776
 3,811
  Conservation Incentive Program 1,701
 
  Income Taxes Recoverable Through Rates 67,372
 76,426
  Pension & Other Post Retirement Benefits 16,699
 15,031
  Deferred Revenues 5,906
 6,066
Other 2,599
 2,413
Total Deferred Tax Assets $175,793
 $192,220
     
Deferred Tax Liabilities:    
  Book Versus Tax Basis of Property $395,371
 $386,642
  Deferred Fuel Costs - Net 23,642
 10,254
  Environmental Remediation 40,753
 31,637
  Deferred Regulatory Costs 5,061
 3,554
  Deferred Pension & Other Post Retirement Benefits 21,870
 21,349
  Budget Billing - Customer Accounts 4,550
 4,043
  Section 461 Prepayments 1,081
 866
  Conservation Incentive Program 
 7,721

SJI (includes SJG and all other consolidated subsidiaries): 2017 2016
Deferred Tax Assets:    
   Net Operating Loss Carryforward $152,541
 $211,004
   Investment and Other Tax Credits 214,605
 213,946
   Derivatives / Unrealized Gain 2,068
 
   Conservation Incentive Program 
 
   Deferred State Tax 16,905
 28,833
   Gross Up of Excess Deferred Taxes 76,426
 
   Pension & Other Post Retirement Benefits 16,624
 19,351
   Deferred Revenues 5,726
 7,669
   Provision for Uncollectibles 3,854
 5,231
   Other 1,949
 8,368
      Total Deferred Tax Asset $490,698
 $494,402
Deferred Tax Liabilities:    
   Book versus Tax Basis of Property $486,854
 $732,535
   Deferred Gas Costs - Net 10,254
 2,052
   Derivatives / Unrealized Loss 
 1,794
   Environmental Remediation 31,393
 32,885
   Deferred Regulatory Costs 3,554
 1,554
   Budget Billing - Customer Accounts 4,043
 3,347
   Deferred Pension & Other Post Retirement Benefits 21,349
 34,432
   Conservation Incentive Program 7,721
 11,846
   Equity In Loss Of Affiliated Companies 1,377
 3,092
   Other 11,037
 14,414
      Total Deferred Tax Liability $577,582
 $837,951
          Deferred Tax Liability - Net $86,884
 $343,549
     
SJG:    
Deferred Tax Assets:    
  Net Operating Loss and Tax Credits $73,785
 $102,290
  Deferred State tax 14,688
 24,574
  Provision for Uncollectibles 3,811
 5,170
   Gross Up of Excess Deferred Taxes 76,426
 
  Pension & Other Post Retirement Benefits 15,031
 17,264
  Deferred Revenues 6,066
 7,696
Other 2,413
 3,573
Total Deferred Tax Assets $192,220
 $160,567
     
Deferred Tax Liabilities:    
  Book Versus Tax Basis of Property $386,642
 $532,330
  Deferred Fuel Costs - Net 10,254
 2,052
  Environmental Remediation 31,637
 33,573
  Deferred Regulatory Costs 3,554
 1,554
  Deferred Pension & Other Post Retirement Benefits 21,349
 34,432
  Budget Billing - Customer Accounts 4,043
 3,347
  Section 461 Prepayments 866
 1,147
  Conservation Incentive Program 7,721
 11,846
Other 6,900
 9,694
Total Deferred Tax Liabilities $472,966
 $629,975
     
Deferred Tax Liability - Net $280,746
 $469,408

Other 9,351
 6,900
Total Deferred Tax Liabilities $501,679
 $472,966
     
Deferred Tax Liability - Net $325,886
 $280,746
SJG is included in the consolidated federal income tax return filed by SJI. The actual taxes, including credits, are allocated by SJI to its subsidiaries, generally on a separate return basis except for net operating loss and credit carryforwards. As of December 31, 20172018 and 2016,2017, there were no income taxes due to or from SJI.

As of December 31, 2017,2018, SJI has the following federal and state net operating loss carryforwards (in thousands):
 Net Operating Loss Carryforwards Net Operating Loss Carryforwards
Expire in: FederalState FederalState
2031 $163,572
$45,866
 $36,126
$3,142
2032 42,988
19,356
 42,988
17,982
2033 56,007
35,271
 57,363
35,232
2034 105,763
28,853
 106,899
28,853
2035 49,572
9,956
 51,308
9,956
2036 72,199
181,189
 72,199
170,497
2037 96,326
74,175
 75,606
89,714
2038 
68,865
 $586,427
$394,666
 $442,489
$424,241

    
As of December 31, 2017,2018, SJI has the following investment tax credit carryforwards (in thousands):
Expire in: Investment Tax Credit Carryforward Investment Tax Credit Carryforward
2030 $11,628
 $11,628
2031 25,664
 25,664
2032 32,031
 32,031
2033 45,606
 45,606
2034 37,699
 37,699
2035 45,005
 45,005
2036 11,744
 11,744
2037 636
 636
2038 93
 $210,013
 $210,106

SJI has $1.2 million of federal alternative minimum tax credits which have no expiration date. SJI also has research and development credits of $3.2 million that will expire between 2031 and 2035. As of December 31, 20172018 and 2016,2017, SJG has total federal net operating loss carryforwards of $261.1$200.0 million and $263.0$261.1 million, respectively, that will expire between 2031 and 2037. SJG has a state net operating loss carryforward of $208.8$207.9 million and $80.2$208.8 million that will expire between 2036 and 2037. SJG has research and development credits of $2.7 million which will expire between 2031 and 2035. A valuation allowance is recorded when it is more likely than not that any of SJI's or SJG's deferred tax assets will not be realized. SJI and SJG believe that they will generate sufficient future taxable income to realize the income tax benefits related to their net deferred tax assets.


A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, is as follows (in thousands): 
SJI (includes SJG and all other consolidated subsidiaries): 2017 2016 2015 2018 2017 2016
Balance at January 1, $1,445
 $559
 $552
 $1,445
 $1,445
 $559
Increase as a result of tax positions taken in prior years 
 886
 7
 
 
 886
Decrease in prior year positions (298) 
 
Balance at December 31, $1,445
 $1,445
 $559
 $1,147
 $1,445
 $1,445
            
SJG:            
Balance at January 1,  $1,361
 $559
 $552
 $1,361
 $1,361
 $559
Increase as a result of tax position taken in prior years 
 802
 7
 
 
 802
Decrease in prior year positions (298) 
 
Balance at December 31, $1,361
 $1,361
 $559
 $1,063
 $1,361
 $1,361
 

The total unrecognized tax benefits reflected in the table above exclude $0.8 million of accrued interest and penalties as of December 31, 2018, $0.8 million as of December 31, 2017 and $0.7 million as of December 31, 2016 and 2015 for both SJI and SJG. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is not significant.  The Company's policy is to record interest and penalties related to unrecognized tax benefits as interest expense and other expense, respectively. These amounts were not significant in 2018, 2017 2016 or 2015.2016. The majority of the increased tax position in 20172016 is attributable to research and development credits. The Company does not anticipate any significant changes in the total unrecognized tax benefits within the next 12 months.

The unrecognized tax benefits are primarily related to an uncertainty of state income tax issues relating to the Company's nexus in certain states and tax credits. Federal income tax returns from 20132014 forward and state income tax returns from 2008 forward are open and subject to examination.


5.PREFERRED STOCK:
 
REDEEMABLE CUMULATIVE PREFERRED STOCK - SJI has 2,500,000 authorized shares of Preference Stock, no par value, which has not been issued.

6.COMMON STOCK:

The following shares were issued and outstanding at December 31 (See Note 1):

2017 2016 20152018 2017 2016
Beginning of Year79,478,055
 70,965,622
 68,334,860
79,549,080
 79,478,055
 70,965,622
New Issuances During Year: 
     
    
Dividend Reinvestment Plan
 417,095
 2,604,424

 
 417,095
Stock-Based Compensation Plan71,025
 45,338
 26,338
67,308
 71,025
 45,338
Public Equity Offering
 8,050,000
 
5,889,830
 
 8,050,000
End of Year79,549,080
 79,478,055
 70,965,622
85,506,218
 79,549,080
 79,478,055

The par value ($($1.25 per share) of stock issued was recorded in Common Stock and the net excess over par value at December 31, 20172018 of approximately $2.7$133.6 million was recorded in Premium on Common Stock.

In May 2016, SJI issued and sold 8,050,000 shares of its common stock, par value $1.25 per share pursuant to a public offering, raising net proceeds of approximately $203.6 million. The net proceeds from this offering were or will be used for capital expenditures, primarily for regulated businesses, including infrastructure investments at its utility business.

There were 2,339,139 shares of SJG's common stock (par value $2.50 per share) outstanding as of December 31, 2017.2018. SJG did not issue any new shares during the period. SJIU, a wholly-owned subsidiary of SJI, owns all of the outstanding common stock of SJG.

EARNINGS PER COMMON SHARE (EPS)
PUBLIC OFFERINGS - In April 2018, the Company completed the following public offerings, the net proceeds of which were used to fund a portion of the consideration paid for the assets of ETG and ELK (see Notes 1 and 20):

SJI offered 12,669,491 shares of its common stock, par value $1.25 per share, at a public offering price of $29.50 per share. Of the offered shares, 5,889,830 shares were issued at closing, including 1,652,542 shares pursuant to the underwriters’ option. The gross proceeds from these shares was $173.7 million, with net proceeds, after deducting underwriting discounts and commissions, of $167.7 million. The remaining 6,779,661 shares of common stock ("Forward Shares") were to be sold by Bank of America, N.A., as forward seller, pursuant to a forward sale agreement. The Company received no proceeds from the sale of the Forward Shares in 2018. In January 2019, the Company settled the equity forward sale agreement; see Note 22.

SJI issued and sold 5,750,000 Equity Units, initially in the form of Corporate Units, which included 750,000 Corporate Units pursuant to the underwriters’ option. Each Corporate Unit has a stated amount of $50 and is comprised of (a) a purchase contract obligating the holder to purchase from the Company, and for the Company to sell to the holder for a price in cash of $50, on the purchase contract settlement date, or April 15, 2021, subject to earlier termination or settlement, a certain number of shares of common stock; and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of SJI’s 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031. SJI will pay the holder quarterly contract adjustment payments at a rate of 3.55% per year on the stated amount of $50 per Equity Unit, in respect of each purchase contract, subject to the Company's right to defer these payments. No deferral period will extend beyond the purchase contract settlement date. The contract adjustment payments are payable quarterly on January 15, April 15, July 15 and October 15 of each year (except that if such date is not a business day, contract adjustment payments will be payable on the following business day, without adjustment), commencing on July 15, 2018. The contract adjustment payments will be subordinated to all of the Company's existing and future “Priority Indebtedness” and will be structurally subordinated to all liabilities of our subsidiaries. The present value of the contract adjustment payments due through April 15, 2021 are initially charged to Shareholders’ Equity, with an offsetting credit to Other Current and Noncurrent Liabilities on the consolidated balance sheet. These liabilities are accreted over the life of the purchase contract by interest charges to the income statement based on a constant rate calculation. Subsequent contract adjustment payments reduce this liability. This offering resulted in gross proceeds of approximately $287.5 million, with net proceeds, after deducting underwriting discounts and commissions, of $278.9 million. As of December 31, 2018, the net proceeds, after amortization of the underwriting discounts, are recorded as Long-Term Debt on the consolidated balance sheets (see Note 14).

SJI's EPS SJI's Basic EPS is based on the weighted-average number of common shares outstanding.  The incremental shares required for inclusion in the denominator for the diluted EPS calculation were 112,590777,603 and 195,139112,590 shares for the years ended December 31, 20162018 and 2015,2016, respectively. For the year ended December 31, 2017, incremental shares of 141,750 were not included in the denominator for the diluted EPS calculation because they would have an antidilutive effect on EPS. These shares relate to SJI’s restricted stock as discussed in Note 2.2, along with, for the year ended December 31, 2018, the impact of the Forward Shares and Equity Units discussed above, accounted for under the treasury stock method.

DIVIDENDS PER SHARE - Dividends per share were $1.13, $1.10 $1.07 and $1.02$1.07 for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively.

DIVIDEND REINVESTMENT PLAN (DRP)DRP — SJI offers a DRP which allows participating shareholders to purchase shares of SJI common stock by automatic reinvestment of dividends or optional purchases. Prior to May 1, 2016, shares of common stock offered by the DRP had been issued directly by SJI from its authorized but unissued shares of common stock. SJI raised $10.8 million of equity capital through the DRP in 2016. Effective May 1, 2016, SJI switched to purchasingcurrently purchases shares on the open market to fund share purchases by DRP participants, and as a result SJI did not raise any equity capital through the DRP in 2017.2017 or 2018. SJI does not intend to issue equity capital via the DRP in 2018.2019.


SJG RETAINED EARNINGS:

VariousThe Utilities are limited by their regulatory authorities on the amount of cash dividends or other distributions they are able to transfer to their parent, specifically of which could impact their capitalization structure. In addition, various loan agreements may contain potential restrictions regarding the amount of cash dividends or other distributions that SJGthe Utilities may pay on its common stock. As of December 31, 2017,2018, these loan restrictions did not affect the amount that may be distributed from SJG'sthe Utilities's retained earnings.

SJG declared and paid cash dividends of $20.0 million in 2017 to SJI. Cash dividends were not declared or paid by SJG to SJI in 2018 or 2016. SJG declared and paid cash dividends of $40.8 million in 2015 to SJI. SJG received a $40.0 million and $65.0 million equity infusioncontribution from SJI in 2017 and 2016, respectively; there was no equity infusioncontribution to SJG in 2015.2018. Future equity contributions will occur on an as needed basis.


7.FINANCIAL INSTRUMENTS:

RESTRICTED INVESTMENTS —Marina is required to maintain escrow accounts related to ongoing capital projects. As of December 31, 2017 and 2016, the escrowed funds, including interest earned, totaled $0.3 million and $1.9 million, respectively, which are recorded in Restricted Investments on the consolidated balance sheets.

SJI and SJG maintain margin accounts with selected counterparties to support their risk management activities. The balances required to be held in these margin accounts increase as the net value of the outstanding energy-related contracts with the respective counterparties decrease. As of December 31, 20172018 and 2016,2017, SJI's balances (including SJG) in these accounts totaled $31.6$1.6 million and $11.7$31.6 million, respectively, held by the counterparty, which is recorded in Restricted Investments on the consolidated balance sheets. The Restricted Investments balance as of December 31, 2017 also included $0.3 million related to capital project escrow funds that Marina was previously required to maintain. SJI also had balances held by SJRG as collateral of $7.9 million which is recorded in Accounts Payable on the consolidated balance sheets. As of December 31, 2018 and 2017, SJG's balance held by the counterparty totaled $1.3 million and $2.9 million, and wasrespectively, which is recorded in Restricted Investments on the balance sheets. As of December 31, 2016, SJG's balance held by SJG as collateral was $3.6 million which was recorded in Accounts Payable - Other on the balance sheets.

The carrying amounts of the Restricted Investments for both SJI and SJG approximate their fair values at December 31, 20172018 and 2016,2017, which would be included in Level 1 of the fair value hierarchy (see Note 17).

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows (in thousands):

 As of December 31, 2017 As of December 31, 2018
Balance Sheet Line Item SJISJG SJISJG
Cash and Cash Equivalents 7,819
1,707
 30,030
1,984
Restricted Investments 31,876
2,912
 1,649
1,278
Total cash, cash equivalents and restricted cash shown in the statement of cash flows $39,695
$4,619
 $31,679
$3,262

 As of December 31, 2016 As of December 31, 2017
Balance Sheet Line Item SJISJG SJISJG
Cash and Cash Equivalents 18,282
1,359
 7,819
1,707
Restricted Investments 13,628
32
 31,876
2,912
Total cash, cash equivalents and restricted cash shown in the statement of cash flows $31,910
$1,391
 $39,695
$4,619

INVESTMENT IN AFFILIATESNOTES RECEIVABLE-AFFILIATES - During 2011, subsidiaries of Energenic, in which Marina has a 50% equity interest, entered into 20-year contracts to build, own and operate a central energy center and energy distribution system for a new hotel, casino and entertainment complex in Atlantic City, New Jersey. The complex commenced operations in April 2012, and as a result, Energenic subsidiaries began providing full energy services to the complex.

In June 2014, the parent company of the hotel, casino and entertainment complex filed petitions in U. S. Bankruptcy Court to facilitate a sale of substantially all of its assets. The complex ceased normal business operations in September 2014. Energenic subsidiaries continued to provide limited energy services to the complex during the shutdown period under a temporary agreement with the trustee. The hotel, casino and entertainment complex was sold in April 2015. As of December 31, 2015, the Energenic subsidiaries were providing limited services to the complex under a short-term agreement with the new owner. However, the Energenic subsidiaries had not been able to secure a permanent or long-term energy services agreement with the new owner.

In 2015, management of the Company and Energenic evaluated the carrying value of the investment in this project and a related note receivable. Based on the inability of the Energenic subsidiaries to secure a permanent or long-term energy services agreement, the Company recorded a $7.7 million (net of tax) non-cash charge to earnings during the second quarter of 2015 due to the reduction in the carrying value of the investment in this project recorded by Energenic. This charge is included in Equity in Loss of Affiliated Companies for the year ended December 31, 2015 on the statements of consolidated income.
The central energy center and energy distribution system owned by the Energenic subsidiaries was financed in part by the issuance of bonds during 2011. These bonds were collateralized primarily by certain assets of the central energy center and revenue from the energy services agreement with the hotel, casino and entertainment complex. During 2015, due to the cessation of normal business operations of the complex and the inability of the Energenic subsidiaries to meet its obligations under the bonds, the trustee for the bondholders filed suit to foreclose on certain assets of the central energy center. In November 2015 during settlement discussions, the bondholders alleged, among other things, that they were entitled to recover from Energenic itself, any amounts owed under the bonds that were not covered by the collateral, including principal, interest and attorney’s fees. The bondholders’ assertion was based on inconsistent language in the bond documents. In January 2016, Energenic and certain subsidiaries reached a multi-party settlement with the bondholders. This agreement resolves all outstanding litigation and transfers ownership of the bondholders’ collateral to the owners of the entertainment complex. The Company's share of this settlement was $7.5 million, which was accrued by Energenic as of December 31, 2015 and paid in 2016. The Company entered into agreements with its insurance carrier and external legal advisors to recover, net of legal costs, approximately $7.0 million of costs associated with the bondholder settlement discussed above. The Company received $2.1 million in the second quarter of 2016, which is included in Other Income on the statements of consolidated income for the year ended December 31, 2016, and $5.3 million was received in the third quarter of 2016 and is included in Equity in Earnings of Affiliated Companies on the statements of consolidated income for the year ended December 31, 2016, as the loss recorded in the prior year was included in this line item on the statements of consolidated income for the year ended December 31, 2015.

As of December 31, 2017,2018, SJI had approximately $13.6 million included in Notes Receivable - Affiliate on the consolidated balance sheets, due from Energenic, which is secured by its cogeneration assets for energy service projects. This note is subject to a reimbursement agreement that secures reimbursement for SJI, from its joint venture partner, of a proportionate share of any amounts that are not repaid.

Management will continue to monitor the situation surrounding the cogeneration assets and will evaluate the carrying value of the investment and the note receivable as future events occur.

NOTE RECEIVABLE - During 2017, SJI received the remaining balance in connection with an outstanding note receivable with a third party. Cash proceeds received in 2017 were $22.9 million.

LONG-TERM RECEIVABLES — SJG provides financing to customers for the purpose of attracting conversions to natural gas heating systems from competing fuel sources.  The terms of these loans call for customers to make monthly payments over periods ranging from five to ten years, with no interest.  The carrying amounts of such loans were $7.0$5.3 million and $9.5$7.0 million as of December 31, 20172018 and 2016,2017, respectively. The current portion of these receivables is reflected in Accounts Receivable and the non-current portion is reflected in Contract Receivables on the consolidated balance sheets. The carrying amounts noted above are net of unamortized discounts resulting from imputed interest in the amount of $0.7 million and $0.9$0.7 million as of December 31, 20172018 and 2016,2017, respectively.  The annual amortization to interest is not material to SJI's or SJG's consolidated financial statements.  The carrying amounts of these receivables approximate their fair value at December 31, 20172018 and 2016,2017, which would be included in Level 2 of the fair value hierarchy (see Note 17).

CREDIT RISK - As of December 31, 20172018, SJI had approximately $6.5$11.7 million, or 13.5%19.1%, of current and noncurrent Derivatives–Energy Related Assets transacted with one counterparty. This counterparty isthree counterparties. These counterparties are investment-grade rated with a rating of BBB+.rated.

FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE - The fair value of a financial instrument is the market price to sell an asset or transfer a liability at the measurement date. The carrying amounts of SJI's and SJG's financial instruments approximate their fair values at December 31, 20172018 and 2016,2017, except as noted below.
For Long-Term Debt, in estimating the fair value, SJI and SJG use the present value of remaining cash flows at the balance sheet date. SJI and SJG based the estimates on interest rates available at the end of each period for debt with similar terms and maturities (Level 2 in the fair value hierarchy, see Note 17).

 
The estimated fair values of SJI's long-term debt (which includes SJG and all consolidated subsidiaries), including current maturities, as of December 31, 2018 and 2017, were $2.91 billion and 2016, were $1,216.1 million and $1,080.8 million,$1.22 billion, respectively. The carrying amounts of SJI's long-term debt, including current maturities, as of December 31, 2018 and 2017, were $2.84 billion and 2016, were $1,186.8 million and $1,039.9 million,$1.19 billion, respectively. The carrying amounts as of December 31, 20172018 and 20162017 are net of unamortized debt issuance costs of $17.4$27.0 million and $7.6$17.4 million, respectively.

The estimated fair values of SJG's long-term debt, including current maturities, as of December 31, 2018 and 2017, and 2016, were $838.5$895.1 million and $673.1$838.5 million, respectively. The carrying amount of SJG's long-term debt, including current maturities, as of December 31, 2018 and 2017, and 2016, was $821.9$893.4 million and $639.1$821.9 million, respectively. The carrying amounts as of December 31, 20172018 and 20162017 are net of unamortized debt issuance costs of $7.3$6.8 million and $6.0$7.3 million, respectively.

OTHER FINANCIAL INSTRUMENTS - The carrying amounts of SJI's and SJG's other financial instruments approximate their fair values at December 31, 20172018 and 2016.2017.

8.SEGMENTS OF BUSINESS:

SJI operates in several different reportable operating segments which reflect the financial information regularly evaluated by the chief operating decision maker.CODM. These segments are as follows:

Gas
SJG utility operations (SJG) consist primarily of natural gas distribution to residential, commercial and industrial customers. The result of SJG only are includedcustomers in this operating segment.southern New Jersey.

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

ELK utility operations consist of natural gas distribution to residential, commercial and industrial customers in Maryland.

Wholesale energy operations include the activities of SJRG and SJEX.
Retail gas and other operations at SJE included natural gas acquisition and transportation service business lines. This business was sold on November 30, 2018 (see Note 1).

Retail electric operations at SJE is involved in both retail gasconsist of electricity acquisition and retail electric activities.transportation to commercial, industrial and residential customers.
Retail gas and other operations include natural gas acquisition and transportation service business lines.
Retail electric operations consist of electricity acquisition and transportation to commercial, industrial and residential customers.

On-site energy production consists of Marina's thermal energy facility and other energy-related projects. Also included in this segment are the activities of ACB, ACLE, BCLE, SCLE, SXLE, along with MCS, NBS and SBS.SBS, which were sold in October 2018 (see Note 1).

Appliance service operations includes SJESP, which serviced residential and small commercial HVAC systems, installed small commercial HVAC systems, provided plumbing services and serviced appliances under warranty via a subcontractor arrangement as well as on a time and materials basis. On September 1, 2017, SJESP sold certain assets of its residential and small commercial HVAC and plumbing business to a third party. SJESP will receivereceives commissions paid on service contracts from thea third party on a go forward basis. This transaction did not have a material impact on the consolidated financial statements.party.

Midstream was formed to invest in infrastructure and other midstream projects, including a current project to build a natural gas pipeline in Pennsylvania and New Jersey.

Costs incurredCorporate & Services segment includes costs related to the agreement to acquire Elizabethtown Gas and Elkton Gas are recorded inAcquisition, along with other unallocated costs.

Intersegment represents intercompany transactions between the Corporate & Services segment.above SJI consolidated entities.
  
SJI groups its utility businesses under its wholly-owned subsidiary SJIU. This group consists of gas utility operations of SJG, ETG and ELK. SJI groups its nonutility operations into twoseparate categories: Energy Group and Energy Services. Energy Group includes wholesale energy, retail gas and other, and retail electric operations. Energy Services includes on-site energy production and appliance service operations. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.  Intersegment sales and transfers are treated as if the sales or transfers were to third parties at current market prices.


Information about SJI’s operations in different reportable operating segments is presented below (in thousands):. The results for ETG and ELK utility operations are included from the date of the Acquisition, July 1, 2018, through December 31, 2018.

2017 2016 20152018 2017 2016
Operating Revenues:          
Gas Utility Operations$517,254
 $461,055
 $534,290
SJI Utilities:     
SJG Utility Operations$548,000
 $517,254
 $461,055
ETG Utility Operations125,604
 
 
ELK Utility Operations3,302
 
 
Subtotal SJI Utilities676,906
 517,254
 461,055
Energy Group:          
Wholesale Energy Operations352,613
 220,707
 129,098
636,005
 352,613
 220,707
Retail Gas and Other Operations111,048
 92,371
 87,198
101,543
 111,048
 92,371
Retail Electric Operations179,534
 182,540
 150,049
176,945
 179,534
 182,540
Subtotal Energy Group643,195
 495,618
 366,345
914,493
 643,195
 495,618
Energy Services:          
On-Site Energy Production99,517
 94,375
 63,665
72,374
 99,517
 94,375
Appliance Service Operations6,488
 7,898
 11,186
1,957
 6,488
 7,898
Subtotal Energy Services106,005
 102,273
 74,851
74,331
 106,005
 102,273
Corporate & Services45,024
 35,147
 31,156
51,000
 45,024
 35,147
Subtotal1,311,478
 1,094,093
 1,006,642
1,716,730
 1,311,478
 1,094,093
Intersegment Sales(68,410) (57,593) (47,074)(75,392) (68,410) (57,593)
Total Operating Revenues$1,243,068
 $1,036,500
 $959,568
$1,641,338
 $1,243,068
 $1,036,500

2017 2016 20152018 2017 2016
Operating Income: 
  
  
Gas Utility Operations$136,487
 $122,455
 $119,585
Operating Income (See Note 1): 
  
  
SJI Utilities:     
SJG Utility Operations$132,688
 $138,875
 $125,052
ETG Utility Operations2,164
 
 
ELK Utility Operations(256) 
 
Subtotal SJI Utilities134,596
 138,875
 125,052
Energy Group:          
Wholesale Energy Operations(36,815) 41,667
 35,024
87,895
 (36,815) 41,667
Retail Gas and Other Operations(2,468) 4,680
 (3,218)(8,721) (2,468) 4,680
Retail Electric Operations3,620
 7,007
 1,042
(359) 3,620
 7,007
Subtotal Energy Group(35,663) 53,354
 32,848
78,815
 (35,663) 53,354
Energy Services:          
On-Site Energy Production(83,654) 13,301
 2,027
(88,230) (83,654) 13,301
Appliance Service Operations217
 582
 468
1,818
 217
 582
Subtotal Energy Services(83,437) 13,883
 2,495
(86,412) (83,437) 13,883
Midstream(292) 
 
Corporate and Services(12,977) (416) 1,966
(25,962) (10,932) 1,888
Total Operating Income$4,410
 $189,276
 $156,894
$100,745
 $8,843
 $194,177

          
Depreciation and Amortization: 
  
  
 
  
  
Gas Utility Operations$71,654
 $63,901
 $58,668
SJI Utilities:     
SJG Utility Operations$82,622
 $71,654
 $63,901
ETG Utility Operations13,580
 
 
ELK Utility Operations222
 
 
Subtotal SJI Utilities96,424
 71,654
 63,901
Energy Group:          
Wholesale Energy Operations125
 484
 435
105
 125
 484
Retail Gas and Other Operations323
 337
 161
279
 323
 337
Subtotal Energy Group448
 821
 596
384
 448
 821
Energy Services:          
On-Site Energy Production46,928
 43,395
 30,242
23,123
 46,928
 43,395
Appliance Service Operations153
 301
 316

 153
 301
Subtotal Energy Services47,081
 43,696
 30,558
23,123
 47,081
 43,696
Corporate and Services4,303
 1,400
 1,220
12,983
 4,303
 1,400
Total Depreciation and Amortization$123,486
 $109,818
 $91,042
$132,914
 $123,486
 $109,818

          
Interest Charges: 
  
  
Gas Utility Operations$24,705
 $17,875
 $19,906
Interest Charges (See Note 1): 
  
  
SJI Utilities:     
SJG Utility Operations$28,011
 $24,705
 $17,875
ETG Utility Operations10,478
 
 
ELK Utility Operations4
 
 
Subtotal SJI Utilities38,493
 24,705
 17,875
Energy Group:          
Wholesale Energy Operations3,150
 
 441

 3,150
 
Retail Gas and Other Operations250
 350
 185
487
 250
 350
Subtotal Energy Group3,400
 350
 626
487
 3,400
 350
Energy Services:          
On-Site Energy Production16,838
 11,961
 8,169
15,364
 16,838
 11,961
Corporate and Services24,804
 12,118
 11,822
Subtotal69,747
 42,304
 40,523
Intersegment Borrowings(15,728) (10,855) (8,901)
Total Interest Charges$54,019
 $31,449
 $31,622

 2017 2016 2015
      
Income Taxes:     
Gas Utility Operations$45,700
 $39,366
 $36,945
Energy Group:     
    Wholesale Energy Operations(14,720) 15,882
 14,410
Retail Gas and Other Operations(544) 2,118
 (978)
Retail Electric Operations1,480
 2,862
 426
   Subtotal Energy Group(13,784) 20,862
 13,858
Energy Services:     
On-Site Energy Production(39,262) (6,353) (49,225)
Appliance Service Operations4
 232
 186
Subtotal Energy Services(39,258) (6,121) (49,039)
Corporate and Services(17,595) 44
 (404)
Total Income Taxes$(24,937) $54,151
 $1,360
      
Property Additions (See Note 1):     
Gas Utility Operations$253,545
 $228,275
 $218,260
Energy Group:     
    Wholesale Energy Operations14
 7
 382
Retail Gas and Other Operations889
 1,642
 2,053
   Subtotal Energy Group903
 1,649
 2,435
Energy Services:     
On-Site Energy Production (1)12,588
 38,193
 139,018
Appliance Service Operations260
 431
 379
Subtotal Energy Services12,848
 38,624
 139,397
Midstream218
 505
 
Corporate and Services2,233
 636
 1,902
Total Property Additions$269,747
 $269,689
 $361,994
Midstream1,966
 985
 
Corporate and Services54,107
 23,819
 12,118
Subtotal110,417
 69,747
 42,304
Intersegment Borrowings(20,121) (15,728) (10,855)
Total Interest Charges$90,296
 $54,019
 $31,449

 2018 2017 2016
      
Income Taxes (See Note 1):     
SJI Utilities:     
   SJG Utility Operations$26,413
 $45,700
 $39,366
   ETG Utility Operations(3,086) 
 
   ELK Utility Operations(70) 
 
        Subtotal SJI Utilities23,257
 45,700
 39,366
Energy Group:     
    Wholesale Energy Operations22,473
 (14,720) 15,882
Retail Gas and Other Operations(2,360) (544) 2,118
Retail Electric Operations(101) 1,480
 2,862
   Subtotal Energy Group20,012
 (13,784) 20,862
Energy Services:     
On-Site Energy Production(26,397) (39,262) (6,353)
Appliance Service Operations534
 4
 232
Subtotal Energy Services(25,863) (39,258) (6,121)
Midstream(190) (41) 
Corporate and Services(16,655) (17,554) 44
Total Income Taxes$561
 $(24,937) $54,151
      
Property Additions:     
SJI Utilities:     
   SJG Utility Operations$253,617
 $253,545
 $228,275
   ETG Utility Operations90,259
 
 
   ELK Utility Operations1,820
 
 
        Subtotal SJI Utilities345,696
 253,545
 228,275
Energy Group:     
    Wholesale Energy Operations34
 14
 7
Retail Gas and Other Operations495
 889
 1,642
   Subtotal Energy Group529
 903
 1,649
Energy Services:     
On-Site Energy Production2,686
 12,588
 38,193
Appliance Service Operations
 260
 431
Subtotal Energy Services2,686
 12,848
 38,624
Midstream119
 218
 505
Corporate and Services1,826
 2,233
 636
Total Property Additions$350,856
 $269,747
 $269,689

(1) The property additions for On-Site Energy ProductionETG Utility Operations and ELK Utility Operations in 2016 and 20152018 do not include the approximately $5.6$1.077 billion and $12.3 million, and $40.9 millionrespectively, of Property, Plant and Equipment obtained through the acquisition of eight Energenic projectsAcquisition as discussed in Note 3.20.


2017 20162018 2017
Identifiable Assets (See Note 1):   
Gas Utility Operations$2,865,974
 $2,551,923
Identifiable Assets:   
SJI Utilities:   
SJG Utility Operations$3,118,236
 $2,865,974
ETG Utility Operations2,148,175
 
ELK Utility Operations16,482
 
Subtotal SJI Utilities5,282,893
 2,865,974
Energy Group:      
Wholesale Energy Operations208,785
 233,019
266,417
 208,785
Retail Gas and Other Operations56,935
 52,729
12,736
 56,935
Retail Electric Operations34,923
 41,280
39,345
 34,923
Subtotal Energy Group300,643
 327,028
318,498
 300,643
Energy Services:      
On-Site Energy Production582,587
 767,710
195,329
 582,587
Appliance Service Operations1,338
 2,879

 1,338
Subtotal Energy Services583,925
 770,589
195,329
 583,925
Discontinued Operations1,757
 1,756
1,777
 1,757
Midstream63,112
 26,636
72,333
 63,112
Corporate and Services711,038
 623,159
387,482
 711,038
Intersegment Assets(661,363) (570,524)(301,735) (661,363)
Total Identifiable Assets$3,865,086
 $3,730,567
$5,956,577
 $3,865,086

9.    LEASES:

Marina is considered to be the lessor of certain thermal energy generating property and equipment under an operating lease which expires in May 2027. As of December 31, 20172018 and 2016,2017, the carrying costs of this property and equipment under operating lease was $74.2$71.5 million and $75.9$74.2 million, respectively (net of accumulated depreciation of $34.5$37.7 million and $31.4$34.5 million , respectively), and is included in Nonutility Property and Equipment in the consolidated balance sheets.
 
Minimum future rentals to be received on this operating lease of property and equipment as of December 31, 20172018 for each of the next five years and in the aggregate are (in thousands):
Year ended December 31,  
2018$5,396
20195,396
$5,396
20205,396
5,396
20215,396
5,396
20225,396
5,396
20235,396
Thereafter23,834
18,438
Total minimum future rentals50,814
45,418
 
Minimum future rentals do not include additional amounts to be received based on actual use of the leased property.


10.RATES AND REGULATORY ACTIONS:

BASE RATES - SJG and ETG are subject to the rules and regulations of the BPU. ELK is subject to the rules and regulations of the BPU.  MPSC.

SJG:

In January 2017, SJG filed a base rate case with the BPU to increase its base rates in order to obtain a return on new capital investments made by SJG since the settlement of its last base rate case in 2014. In October 2017, SJG settled its base rate case, pursuant to which the BPU granted SJG a base rate increase, effective November 1, 2017, of $39.5 million, which was predicated in part upon a 6.80% rate of return on rate base that included a 9.60% return on common equity. The BPU Order allows SJG to recover revenues associated with certain infrastructure and system improvement investments made and the related expenses incurred since the approval of its previous base rate case proceeding in September 2014.

RATE MECHANISMS - SJG's tariff, a schedule detailing the terms, conditions and rate information applicable to its various types of natural gas service, as approved by the BPU, has several primary rate mechanisms as discussed in detail below:
 
Basic Gas Supply Service (BGSS)BGSS Clause - The BGSS price structure allows SJG to recover all prudently incurred gas costs. BGSS charges to customers can be either monthly or periodic (annual). Monthly BGSS charges are applicable to large use customers and are referred to as monthly because the rate changes on a monthly basis pursuant to a BPU-approved formula based on commodity market prices. Periodic BGSS charges are applicable to lower usage customers, which include all of SJG's residential customers, and are evaluated at least annually by the BPU. However, to some extent, more frequent rate changes to the periodic BGSS are allowed. SJG collects gas costs from customers on a forecasted basis and defers periodic over/under recoveries to the following BGSS year, which runs from October 1 through September 30. If SJG is in a net cumulative undercollected position, gas costs deferrals are reflected on the balance sheet as a regulatory asset. If SJG is in a net cumulative overcollected position, amounts due back to customers are reflected on the balance sheet as a regulatory liability. SJG pays interest on net overcollected BGSS balances at the rate of return on rate base utilized by the BPU to set rates in the last base rate proceeding.

For the preceding three years, regulatory actions regarding the BGSS were as follows:

June 2015 - SJG filed its annual BGSS filing with the BPU, requesting a $28.4 million decrease in gas cost recoveries.
September 2015 - The BPU issued an Order approving, on a provisional basis, SJG’s request for a $28.4 million decrease in gas cost recoveries.
January 2016 - SJG provided a BGSS bill credit of approximately $20.0 million to its residential and small commercial customers. This credit was in addition to the overall rate reduction that was approved by the BPU and took effect in 2015.
June 2016 - SJG filed its annual BGSS filing with the BPU, requesting a $47.1 million decrease in gas cost recoveries.
September 2016 - The BPU issued an Order approving, on a provisional basis, SJG’s request for a $47.1 million decrease in gas cost recoveries, effective October 2016.
December 2016 - SJG provided a BGSS bill credit of approximately $10.0 million to its residential and small commercial customers. The credit was in addition to the overall rate reduction that was approved by the BPU and took effect in October 2016.
April 2017 - SJG provided a BGSS bill credit of approximately $8.0 million to its residential and small commercial customers. The credit was in addition to the overall rate reduction that was approved by the BPU and took effect in October 2016.
June 2017 - SJG filed its annual BGSS filing with the BPU, requesting a $4.7 million decrease in gas cost recoveries. 
September 2017 - The BPU issued an Order approving, on a provisional basis, SJG’s request for a $4.7 million decrease in gas cost recoveries associated with the 2017-2018 BGSS year, effective October 2017.
May 2018 - SJG received BPU final approval of provisional rates that were authorized in a BPU order during September 2017, as they relate to SJG's 2017-2018 BGSS filing, as submitted to the BPU in June 2017. The impact of the final rates was a $4.7 million decrease in revenue.
June 2018 - SJG filed its annual BGSS filing with the BPU requesting a $65.5 million increase in gas recoveries, which included a $53.7 million under-recovered deferred balance.
September 2018 - The BPU issued an Order approving, on a provisional basis, SJG's request for a $65.5 million increase in the gas cost recoveries associated with the 2018-2019 BGSS year, effective October 1, 2018. The matter was thereafter referred to the Office of Administrative Law for further proceedings.  Presently, the parties are engaged in settlement negotiations.  In the event a settlement is not reached, evidentiary hearings are scheduled for April 2019.  A range of potential outcomes include, among other things, provisional rates will be made final, a reduction in rates to minimize negative financial impacts on ratepayers for a set period of time, a disallowance of part or all of the under-recovered deferred balance, modifications to the Company’s existing risk/hedging policies, limitations on affiliate transactions, and/or additional filing requirements associated with future annual BGSS filings.
December 2018 - SJG submitted a notice of intent to self-implement a BGSS rate adjustment based on a 5% increase of the monthly bill of a typical residential customer, effective February, 1, 2019.

Conservation Incentive Program (CIP)CIP - The primary purpose of the CIP is to promote conservation efforts, without negatively impacting financial stability, and to base SJG's profit margin on the number of customers rather than the amount of natural gas distributed to customers.  Each CIP year begins October 1 and ends September 30 of the subsequent year. On a monthly basis during the CIP year, SJG records adjustments to earnings based on weather and customer usage factors, as incurred. Subsequent to each year, SJG makes filings with the BPU to review and approve amounts recorded under the CIP. BPU-approved cash inflows or outflows generally will not begin until the next CIP year.
 
For the preceding three years, regulatory actions regarding the CIP were as follows:

June 2015 - SJG filed its annual CIP filing with the BPU, requesting a decrease in revenues of $11.3 million, which includes a $8.8 million decrease in non-weather related revenues and a $2.5 million decrease in weather related revenues.
September 2015 - The BPU issued an Order approving, on a provisional basis, the 2015-2016 CIP rates filed in June 2015, effective October 1, 2015.

June 2016 - SJG filed its annual CIP filing with the BPU, requesting a $46.5 million increase in revenues, which includes a $9.9 million increase in non-weather related revenues and a $36.6 million increase in weather related revenues.
September 2016 - The BPU issued an Order approving, on a provisional basis, the 2016-2017 CIP rates filed in June 2016, effective October 2016.
June 2017 - SJG filed its annual CIP filing with the BPU requesting a $0.2 million increase in revenues, which included a $1.1 million increase in non-weather related revenues and a $0.9 million decrease in weather related revenues.
September 2017 - The BPU issued an Order approving the 2017-2018 CIP Year rates filed in June 2017, effective October 2017.
May 2018 - SJG received BPU final approval of provisional rates that were authorized in a BPU order during September 2017, as they relate to SJG's 2017-2018 CIP filing, as submitted to the BPU in June 2017. The impact of the final rates was a $0.2 million increase in revenue.
September 2018 - SJG received BPU final approval of a $26.4 million decrease in CIP annual revenues, effective October 1, 2018, on a provisional basis, associated with the 2018-2019 CIP year, which runs from October 1, 2018 through September 30, 2019.

Accelerated Infrastructure Replacement Program (AIRP)AIRP - In February 2013, the BPU issued an Order approving a $141.2 million program to replace cast iron and unprotected bare steel mains and services over a four-year period, with annual investments of approximately $35.3 million. Pursuant to the Order, AIRP investments are to be reviewed and included in rate base in future base rate proceedings.
For the preceding three years, regulatory actions regarding AIRP were as follows:

February 2016 - SJG filed a petition with the BPU for approval to continue its AIRP, which was set to expire at the end of 2016. In its petition, SJG requested to extend the AIRP for an additional seven years with program investments totaling approximately $500.0 million. In its Petition, SJG also requested to increase revenues by $13.0 million to reflect in base rates all AIRP investments made from the time of SJG’s last base rate case to the end of the initial AIRP.
October 2016 - The BPU issued an Order approving an extension of the AIRP for a five-year period (“AIRP II”), commencing October 1, 2016, with authorized investments of up to $302.5 million to continue replacing cast iron and unprotected bare steel mains and associated services. The BPU also approved an $11.0 million increase in revenues associated with the roll in of $80.2 million of AIRP investments, inclusive of $5.7 million of Allowance for Funds Used During Construction (AFUDC)AFUDC into base rates, effective December 1, 2016.
April 2017 - SJG filed a petition, pursuant to the October 2016 BPU approval of the AIRP II, seeking a base rate adjustment to increase annual revenues by approximately $4.5 million to reflect the roll-in of $42.0 million of AIRP II investments made from October 1, 2016 through June 30, 2017.
September 2017 - The BPU issued an Order approving an increase in annual revenues from base rates of $5.0 million to reflect the roll-in of $46.1 million AIRP II investments made from October 2016 through June 2017, effective October 1, 2017.
April 2018 - SJG submitted its second annual filing, pursuant to the October 2016 BPU approval of the AIRP II, seeking a base rate adjustment to increase annual revenues by approximately $6.6 million to reflect the roll-in of $60.4 million of AIRP II investments placed in service from July 1, 2017 through June 30, 2018. This was approved in September 2018.

Storm Hardening and Reliability Program (SHARP)SHARP - In August 2014, the BPU issued an order approving a $103.5 million Storm Hardening and Reliability Program (“SHARP”)SHARP to replace low pressure distribution mains and services with high pressure mains and services in coastal areas that are susceptible to flooding during major storm events over a three-year period. Pursuant to the Order, SHARP investments are to be recovered through annual base rate adjustments.

Since SHARP’s initial BPU approval,For the preceding three years, regulatory actions regarding SHARP included the following:

April 2015 - SJG filed a petition seeking a base rate adjustment to increase annual revenues by approximately $4.0 million to reflect approximately $36.6 million of SHARP investments made from July 2014 through June 2015.
September 2015 - The BPU approved SJG’s request to increase annual revenues from base rates by $4.0 million, effective October 1, 2015.
April 2016 - SJG filed a petition seeking a base rate adjustment to increase annual revenues by approximately $4.3 million to reflect approximately $33.7 million of SHARP investments made from July 2015 through June 2016.

September 2016 - The BPU approved an increase in annual revenues from base rates of $3.9 million to reflect the roll-in of $33.7 million of SHARP investments made from July 2015 through June 2016, effective October 1, 2016.
April 2017 - SJG filed a petition seeking a base rate adjustment to increase annual revenues by approximately $3.98$4.0 million to reflect approximately $35.7 million of SHARP investments made from July 2016 through June 2017.
September 2017 - The BPU issued an Order approving an increase in annual revenues from base rates of $3.6 million to reflect the roll-in of $33.3 million SHARP investments made from July 2016 through June 2017, effective October 1, 2017.
November 2017 - SJG filed a petition with the BPU for approval to continue its storm hardening efforts under a second phase of SHARP (“SHARP II”). Phase one of SJG’s initial SHARP expired in June of 2017. In its petition, SJG proposed a three-year program, with a total investment level of approximately $110.25$110.3 million, focused on four system enhancement projects within the coastal regions. SJG also proposed to recover the SHARP II through annual base rate adjustments, with no impact to customer bills until October 2019. The related petition is currently pendingThis was approved by the BPU approval.

in May 2018 with a total of $100.3 million recoverable through SHARP II. Pursuant to the order, SHARP II investments are to be recovered through annual base rate adjustments.

Energy Efficiency Tracker (EET)EET - In July 2009, the BPU issued an Order approving a $17.0 million Energy Efficiency Program (EEP I),EEP I, under which SJG was permitted to invest in energy efficiency programs (EEPs)EEPs for residential, commercial and industrial customers over a two-year period. Pursuant to the Order, SJG was also permitted to recover incremental operating and maintenance expenses and earn a return of, and return on, program investments annually through the Energy Efficiency Tracker (“EET”). In June 2013, theEET. The BPU has authorized SJG to continue to offer EEPs through June 2015 with an approved budget of $24.0 million.as discussed further below.

RegulatoryFor the preceding three years, regulatory actions regarding the EET/EEP were as follows:follows:

January 2015 - SJG filed a petition with the BPU seeking to continue offering energy efficiency programs through June 2018 with a proposed budget of $56.0 million and with the same rate recovery mechanism that exists for its current EEPs.
June 2015, SJG filed its annual EET rate adjustment petition, requesting a $7.6 million decrease in revenues to continue recovering the costs of, and the allowed return on, prior investments associated with EEPs.
August 2015, the BPU approved a two-year extension of SJG's EEPs through August 31, 2017, with a program budget of $36.3 million. The BPU’s approval permitted SJG to adjust its EET rate, effective September 1, 2015, to increase annual revenues by $2.6 million , to recover projected costs and the allowed return on the first year of its investments in the EEP extension.
February 2016 - The BPU approved a revenue decrease of $7.9 million associated with the two most recent annual EET rate adjustment filings, effective April 1, 2016.
June 2016 - SJG filed its annual EET rate adjustment petition, requesting a $0.8 million decrease in revenues to continue recovering the costs of, and the allowed return on, prior investments associated with EEPs.
October 2016 - The BPU approved a revenue decrease of $1.6 million associated with SJG's annual EET rate adjustment filing, effective November 10, 2016.
November 2016 - SJG filed a letter petition requesting an extension of its current Energy Efficiency Program (“EEP III”)III through December 31, 2018, allowing SJG to spend the remainder of its existing BPU approved budget over the extended term. The BPU approved this extension in January 2017.
January 2017 - The BPU issued an Order approving SJG’s request to extend the expiration date of EEP III from August 2017 to December 2018, without any modification to the subprograms or the amount of the previously authorized budget of $36.3 million, inclusive of operation and maintenance expenses.
June 2017 - SJG filed its Eighth Annual EET Filing, requesting a $3.0 million increase in revenues to continue recovering the costs of, and the allowed return on, prior investments associated with EEPs.
November 2017 - The BPU issued an Order approving a revenue increase of $2.6 million associated with the Eighth Annual EET Filing, effective December 1, 2017.
March 2018 - SJG filed a petition with the BPU seeking to continue its existing EEP's, with modifications, and to implement new programs (the “EEP IV”) for a five-year period with a proposed budget of approximately $195.4 million and with the same rate recovery mechanism that exists for its current EEP's. Under its existing EEP's, SJG is permitted to recover incremental operating and maintenance expenses and earn a return of, and return on, program investments.
June 2018 - SJG filed its ninth annual EET rate adjustment petition, requesting a $1.6 million decrease in revenues to continue recovering the costs of, and the allowed return on, prior investments associated with its EEPs.
October 2018 - The BPU issued an Order approving SJG's request to continue its existing EEPs with modifications, and to implement several new EEP's for a period of three years (the "EEP IV"), with a total budget of $81.3 million and a revenue increase of $3.5 million, effective November 1, 2018.
January 2019 - The BPU issued an Order approving a revenue decrease of $1.6 million associated with SJG's annual EET rate adjustment filing, effective February, 1, 2019.

Societal Benefits Clause (SBC)SBC - The SBC allows SJG to recover costs related to several BPU-mandated programs. Within the SBC are a Remediation Adjustment Clause (RAC), a New Jersey Clean Energy Program (NJCEP)RAC, the NJCEP) and a Universal Service Fund (USF)the USF program. SBC adjustments affect revenue and cash flows but do not directly affect earnings as related costs are deferred and recovered through rates on an on-going basis.
 
For the preceding three years, regulatory actions regarding the SBC, with the exception of USF, which requires separate regulatory filings, were as follows:

July 2015 - SJG made its annual 2015-2016 SBC filing, requesting a $5.0 million decrease in SBC revenues. The BPU approved this filing in April 2016.
July 2016 - SJG made its annual 2016-2017 SBC filing, requesting a $16.0 million increase in SBC revenues. The BPU approved this filing in May 2017.

July 2017 - SJG made its annual 2017-2018 SBC filing, requesting an $8.5 million increase in annual revenues. The BPU approved this filing in January 2018.
July 2018 - SJG made its annual 2018-2019 SBC filing, requesting $3.4 million decrease in annual revenues.

Remediation Adjustment Clause (RAC)RAC - The RAC recovers environmental remediation costs of 12 former gas manufacturing plants (see Note 15). The BPU allows SJG to recover such costs over seven-year amortization periods. The net between the amounts actually spent and amounts recovered from customers is recorded as a regulatory asset, "Environmental Remediation Cost Expended - Net." RAC activity affects revenue and cash flows but does not directly affect earnings because of the cost recovery over seven-year amortization periods. As of December 31, 20172018 and 2016,2017, SJG reflected the unamortized remediation costs of $100.3$136.2 million and $72.0$100.3 million, respectively, on the consolidated balance sheets under Regulatory Assets (see Note 11). Since implementing the RAC in 1992, SJG has recovered $120.4$137.2 million through rates.rates

Clean Energy Program Clause (CLEP)CLEP - The CLEP recovers costs associated with State mandated New Jersey Clean Energy Programs (NJCEP)NJCEP related to SJG’s energy efficiency and renewable energy programs. In June of 2015, the BPU approved a NJCEP funding level of $345.0 million through June 2016, of which SJG was responsible for $14.6 million. In June of 2016, the BPU approved a NJCEP funding level of $345.0 million through June 2017, of which SJG was responsible for $14.6 million. In June of 2017, the BPU approved a NJCEP funding level of $344.7 million through June 2018, of which SJG was responsible for $12.7 million. In June of 2018, the BPU approved a NJCEP funding level of $344.7 million through June 2019, of which SJG is responsible for 12.7 million.million

Universal Service Fund (USF)USF - The USF is a statewide program through which funds for the USF and Lifeline Credit and Tenants Assistance Programs are collected from customers of all New Jersey electric and gas utilities. USF adjustments affect cash flows but do not directly affect revenue or earnings as related costs are deferred and recovered through rates on an on-going basis.
 
Separate regulatory actions regarding the USF were as follows:follows:

June 2015 - SJG made its annual USF filing, along with the State’s other electric and gas utilities, proposing to decrease the statewide gas revenues by $46.4 million. This proposal was designed to decrease SJG’s annual USF revenue by $3.4 million.
September 2015 - The BPU approved the statewide budget of $46.4 million for all the State’s gas utilities.  SJG's portion of the total is approximately $5.2 million, which decreased rates effective October 1, 2015, resulting in a $3.4 million decrease to its USF recoveries.
June 2016 - SJG made its annual USF filing, along with the State’s other electric and gas utilities, proposing to increase the statewide gas revenues by $56.0 million.  This proposal was designed to increase SJG’s annual USF revenue by $1.1 million.
September 2016 - The BPU approved the statewide budget of $56.0 million for all the State’s gas utilities.  SJG's portion of the total is approximately $5.6 million, which increased rates effective October 1, 2016, resulting in a $1.1 million increase to its USF recoveries.
June 2017 - SJG made its annual USF filing, along with the State’s other gas utilities, proposing to decrease the statewide gas revenues by $16.3 million.  This proposal was designed to decrease SJG’s annual USF revenue by $2.0 million.
September 2017 - The BPU approved the statewide budget of $38.3 million for all the State’s gas utilities.  SJG's portion of the total was approximately $3.2 million, resulting in a $2.2 million decrease to its USF recoveries effective October 1, 2017.
June 2018 - SJG made its annual USF filing, along with the State's other gas utilities, proposing to decrease statewide electric and gas revenues by $10.4 million. This proposal included an increase to SJG's annual USF recoveries of $0.9 million.
September 2018 - The BPU approved the Statewide USF annual 2018-2019 budget for all of New Jersey's gas utilities. SJG's portion of the total is approximately $3.7 million, resulting in a $0.9 million increase to its USF recoveries, effective October 1, 2018.

The BGSS, CIP and USF approvals discussed above do not impact SJG's earnings. They represent changes in the cash requirements of SJG corresponding to cost changes and/or previously over/under recoveries from ratepayers associated with each respective mechanism.

Other Regulatory Matters -
 
Unbundling - This allows all natural gas consumers to select their natural gas commodity supplier. As of December 31, 2017,2018, 29,141 of SJG's customers were purchasing their gas commodity from someone other than SJG. Customers choosing to purchase natural gas from providers other than the utility are charged for the cost of gas by the marketer. The resulting decrease in utility revenues is offset by a corresponding decrease in gas costs. While customer choice can reduce utility revenues, it does not negatively affect SJG's net income or financial condition. The BPU continues to allow for full recovery of prudently incurred natural gas costs through the BGSS. Unbundling did not change the fact that SJG still recovers cost of service, including certain deferred costs, through base rates.
 

Pipeline Integrity Costs - SJG is permitted to defer and recover incremental costs incurred as a result of Pipeline Integrity Management regulations, which are aimed at enhancing public safety and reliability. The regulations require that utilities use a comprehensive analysis to assess, evaluate, repair and validate the integrity of certain transmission lines in the event of a leak or failure. As part of SJG's 20142017 base rate case, it was permitted to recover previously deferred pipeline integrity costs incurred from October 2010July 2014 through June 2014.August 2017, with the costs to be amortized over a three year period.  In addition, SJG is authorized to defer future program costs, including related carrying costs, for recovery in the next base rate case proceeding, subject to review by the BPU.  As

Tax Reform - In March 2018, SJG filed a petition with the BPU for a change in rates, customer refund and rider associated with the implementation of DecemberTax Reform. The BPU subsequently approved an interim rate reduction, effective April 1, 2018, to reflect the change in the corporate tax rate within SJG's base rates. In September 2018, the BPU approved SJG's request to implement changes in the corporate tax rate, from 35% to21%, within SJG's base rate, in accordance with Tax Reform, including:

A final base rate adjustment to reflect an annual revenue reduction of approximately $25.9 million;
A one-time customer refund of approximately $13.8 million, including interest, for over collected tax during the period January 1, 2018 through September 30, 2018; and
A customer refund of approximately $27.5 million for the "Unprotected" Excess Deferred Income Tax through a separate tariff rider over a five-year period. The refund related to the "Protected" Excess Deferred Tax will be addressed no later than March 31, 2017 and 2016, deferred pipeline integrity costs totaled $0.5 million and $4.0 million, respectively, and are included in regulatory assets (see Note 11).2019.

Filings and petitions described above are still pending, unless otherwise indicated.

ETG:

As part of the Acquisition approval by the BPU, the Company was required to provide ETG customers with a credit of $15.0 million within ninety days of the Acquisition closing date, which was July 1, 2018. ETG provided a one-time bill credit to all customer by September 2018.

ETG's most recent base rate case was resolved by a settlement that was approved by a BPU order issued in June 2017. The settlement, as approved by the BPU, granted ETG an annual base rate increase of $13.3 million and reflected a 9.6% return on equity, a $720.0 million rate base, and a 5.77% overall after-tax rate of return.

Tax Reform - In March 2018, ETG filed a petition with the BPU requesting an annual reduction of $10.9 million, effective April 1, 2018, which reflected the reduced corporate tax rate as a result of Tax Reform. The BPU authorized ETG to implement its proposed base rate reduction on April 1, 2018 on an interim basis. In June 2018, the BPU approved a final base rate reduction of $12.1 million which was implemented by ETG on July 1, 2018.

In June 2018, the BPU authorized ETG to issue a one-time customer refund for over-collected tax during the period January 1, 2018 though June 30, 2018. ETG issued a one-time customer refund of $5.2 million, including interest, for the over-collected taxes in July and August 2018 as bill credits.

IIP - Consistent with Acquisition approval, SJI was required to develop a plan, in concert with the BPU and the New Jersey Division of Rate Counsel, to address the replacement of ETG's aging infrastructure. In October 2018, ETG filed an IIP petition with the BPU pursuant to rules adopted by the BPU in December 2017 pertaining to utility infrastructure investments. The IIP petition seeks authority to recover the costs associated with ETG's initial investment of approximately $518.0 million from 2019-2023 to, among other things, replace its cast-iron and low-pressure vintage main and related services. The IIP petition includes a request for timely recovery of ETG's investment on a semi-annual basis through a separate rate mechanism. A resolution of the IIP petition is pending.

The currently effective rate mechanisms reflected in ETG’s tariff are as follows:

BGSS Clause - The BGSS for ETG is similar to that of SJG defined above. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the BGSS were as follows:

May 2018 - The BPU issued an Order approving, on a final basis, the provisional rates that were authorized by the BPU in its September 2017 Order, effective June 2018.
May 2018 - ETG filed its annual BGSS filing with the BPU, requesting a $7.1 million decrease in gas cost recoveries. This was approved in September 2018.

December 2018 - ETG submitted a notice of intent to self-implement a BGSS rate adjustment based on a 5% increase of the monthly bill of a typical residential customer, effective February 1, 2019; that adjustment took effect on February 1, 2019.

EEP - The EEP rate enables ETG to recover the costs of its EEP as authorized by the BPU. ETG’s EEP consists of a range of rebates and related offers, including, for example, various customer education and outreach initiatives, as well as an on-line customer dashboard, that are designed to encourage customers to conserve energy and to provide them with information on how to lower their gas bills. ETG has authorization from the BPU to offer its EEP through February 28, 2019 and has entered into a Stipulation that is pending BPU approval to continue the EEP through February 29, 2020 at a total budget of approximately $3.0 million. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the EEP were as follows:

June 2018 - ETG filed to extend its EEPs through December 2019.
August 2018 - The BPU issued an Order on ETG’s November 2017 filing approving a revenue increase of $1.2 million to an annual revenue of $2.2 million effective September 2018 to continue recovering the costs of, and the allowed return on, prior investments associated with its EEPs.
August 2018 - ETG filed its annual EEP rate adjustment petition, requesting a revenue increase of $1.3 million to an annual revenue of $2.2 million to continue recovering the costs of, and the allowed return on, prior investments associated with its EEPs.
October 2018 - The Board approved EEPs extension through February 2019, consistent in all other respects with the Board's April 2017 Order.
January 2019 - ETG entered into a Stipulation with Board Staff and the New Jersey Division of Rate Counsel extending its EEP through February 29, 2020 at a total budget of approximately $3.0 million.

WNC - The WNC rate allows ETG to implement surcharges or credits during the months of October through May to compensate for weather-related changes in customer usage from the previous winter period. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the WNC were as follows:

August 2018 - ETG filed its annual WNC rate adjustment petition, requesting a revenue decrease of $0.8 million to an annual revenue of $6.3 million to recover a deficiency from warmer than normal weather. This was approved in October 2018.

OSMC - The OSMC rate is designed to flow back to ETG’s firm customers the margins received from on-system sales and transportation services. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the OSMC were as follows:

August 2018 - ETG filed its annual OSMC rate adjustment petition, requesting a revenue increase of $1.1 million. This was approved in October 2018.

SBC - Similar to SJG, the SBC allows ETG to recover costs related to several BPU-mandated programs, including the RAC, the NJCEP and the USF program. SBC adjustments affect revenue and cash flows but do not directly affect earnings as related costs are deferred and recovered through rates on an on-going basis.

RAC - The RAC is similar to that of SJG defined above. As of December 31, 2018, ETG reflected the unamortized remediation costs of $10.9 million on the consolidated balance sheet as a regulatory asset. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the RAC were as follows:

August 2018 - ETG filed its annual RAC filing with the BPU, requesting a $6.9 million increase in RAC recoveries.
October 2018 - The BPU issued an Order maintain the current rate with no change in RAC recoveries, effective November 2018.

CEP - The CEP recovers costs associated with State mandated NJCEP related to ETG’s energy efficiency and renewable energy programs. In June of 2018, the BPU approved a NJCEP funding level of $344.7 million through June 2019, of which ETG is responsible for $10.6 million. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the CEP were as follows:

August 2018 - ETG filed its annual CEP rate adjustment petition, requesting a revenue decrease of $1.6 million to an annual revenue of $10.0 million to recovery costs mandated by the Board. This was approved in October 2018.


USF - The USF is similar to that of SJG defined above. For the preceding year, inclusive of the period following the Acquisition of ETG by SJI, regulatory actions regarding the USF were as follows:

June 2018 - ETG made its annual USF filing, along with the State’s other gas utilities, proposing to increase statewide electric and gas revenues by $7.2 million.  This proposal included an increase to ETG’s annual USF recoveries of $0.8 million.
September 2018 - The BPU approved the Statewide budget of $45.5 million for all the State's gas utilities. ETG’s portion of the total is approximately $4.8 million, resulting in a $0.8 million increase to its USF recoveries, effective October 1, 2018.

Aside from EEP and WNC and carrying cost income/expense on the BGSS (expense only), CEP, RAC and USF, the clauses discussed above do not impact ETG’s earnings. They represent changes in the cash requirements of ETG corresponding to cost changes and/or previously over/under recoveries from ratepayers associated with each respective mechanism.

ELK:

As part of the Acquisition approval by the MPSC, the Company was required to provide ELK customers with a one-time bill credit of $0.3 million. Consistent with this requirement, ELK issued one-time bill credits to all customers in September 2018.

In June 2018, ELK filed a base rate case application with the MPSC. In January 2019, the PULJ issued a proposed ruling approving a settlement in which the parties agreed to revenue increase of approximately 90,000, with a 9.8% return on equity and a 6.98% overall return. In February 2019, the Commission approved ELK's new rates effective February 20, 2019.

Currently effective rate mechanisms reflected in ELK's tariff include a Purchase Gas Adjustment Clause (PGA) and Revenue Normalization Adjustment Clause (RNA). The PGA is a cost pass through for cost incurred from purchasing gas supplies for customers. Over/under recoveries are reconciled annually. The Company earns no profits on the PGA. The RNA is applicable to residential and commercial heating customers having a stated monthly revenue per customer. The primary variance is due to weather. The RNA amounts are established in a rate case for each customer grouping based on normal weather and the resultant average revenues per customer. The revenue excess or deficiency is calculated monthly and trued-up on a rolling twelve-month basis.




11.REGULATORY ASSETS & REGULATORY LIABILITIES:

The discussion under Note 10 Rates and Regulatory Actions, is integral to the following explanations of specific regulatory assets and liabilities.

SJI's and SJG'sThe Utilities Regulatory Assets consisted of the following items (in thousands):

December 31, 2018 December 31, 2017
December 31, 2017 December 31, 2016SJGETGELKTotal SJI Total SJI and SJG
Environmental Remediation Costs:       
Expended - Net$100,327
 $71,997
$136,227
$10,875
$
$147,102
 $100,327
Liability for Future Expenditures171,696
 153,047
148,071
104,594

252,665
 171,696
Deferred Asset Retirement Obligation Costs42,368
 43,014
31,096


31,096
 42,368
Deferred Pension Costs - Unrecognized Prior Service Cost
40,612
14
40,626
 
Deferred Pension and Other Postretirement Benefit Costs78,211
 85,693
80,121
2,607
30
82,758
 78,211
Deferred Gas Costs - Net16,838
 
57,889

289
58,178
 16,838
Conservation Incentive Program Receivable26,652
 27,567
CIP Receivable



 26,652
Societal Benefit Costs Receivable2,484
 
2,173


2,173
 2,484
Deferred Interest Rate Contracts7,028
 7,365
5,867


5,867
 7,028
Energy Efficiency Tracker2,094
 219
2,319


2,319
 2,094
Pipeline Supplier Service Charges708
 2,122
617


617
 708
Pipeline Integrity Cost5,280
 4,810
5,140


5,140
 5,280
AFUDC - Equity Related Deferrals12,785
 12,434
13,914


13,914
 12,785
Weather Normalization
3,210
139
3,349
 
Other Regulatory Assets2,753
 2,478
8,931
8,023
211
17,165
 2,753
      
Total Regulatory Assets$469,224
 $410,746
$492,365
$169,921
$683
$662,969
 $469,224

Except where noted below, all regulatory assets are or will be recovered through utility rate charges, as detailed in the following discussion. SJG isThe Utilities are currently permitted to recover interest on Environmental Remediation Costs, Societal Benefit Costs Receivable, Energy Efficiency Tracker and Pipeline Integrity Costs, while the other assets are being recovered without a return on investment.
 
Environmental Remediation Costs - SJG has and ETG have two regulatory assets associated with environmental costs related to the cleanup of environmental sites. SJG has 12 sites where SJG or its predecessors previously operated gas manufacturing plants.plants, while ETG is subject to environmental remediation liabilities associated with six former manufactured gas plant sites in New Jersey. The first asset, "Environmental Remediation Cost: Expended - Net," represents what was actually spent to clean up the sites, less recoveries through the RAC and insurance carriers. These costs meet the deferral requirements of GAAP, as the BPU allows SJG and ETG to recover such expenditures through the RAC. The other asset, "Environmental Remediation Cost: Liability for Future Expenditures," relates to estimated future expenditures required to complete the remediation of these sites.  SJG and ETG recorded this estimated amount as a regulatory asset with the corresponding current and noncurrent liabilities on the consolidated balance sheets under the captions "Current Liabilities" (SJI and SJG) and "Deferred Credits and Other Noncurrent Liabilities" (SJI) and "Regulatory and Other Noncurrent Liabilities" (SJG). The BPU allows SJG to recover the deferred costs over seven-year periods after they are spent. The increaseincurred. Accrued environmental remediation costs at ETG are recoverable from December 31, 2016 is a result of expenditures made during 2017 and an increase incustomers through rate mechanisms approved by the expected future expenditures for remediation activities, primarily due to a change in the proposed type of remediation at two of the sites currently under remediation. The proposed change results in an increase in contractor costs.BPU.
 
Deferred Asset Retirement Obligation (ARO)ARO Costs - This regulatory asset resulted from the recording of ARO and additional utility plant,SJG records AROs primarily related to athe legal obligation SJG has for certain safety requirements uponto cut and cap gas distribution pipelines when taking those pipelines out of service. Deferred ARO costs represent the period to period passage of time (accretion) and the revision to cash flows originally estimated to settle the retirement of its gas distribution and transmission system. SJG recoversobligation (see Note 1). The Deferred ARO Costs regulatory asset decreased $11.3 million from December 31, 2017 to December 31, 2018, due to revisions to the settlement timing, retirement costs, throughand changes to inflation and discount rates chargedused to customers. All related accumulated accretion and depreciation amounts for thesemeasure the expected retirement costs. A corresponding decrease was made to the ARO represent timing differences in the recognition of retirement costs that SJG is currently recovering in rates and, as such, SJG is deferring such differences as regulatory assets.liability (see Note 1), thus having no impact on earnings.


Deferred Pension Costs - Unrecognized Prior Service Cost - The BPU approved ETG to recover costs related to ETG's unrecognized prior service cost and actuarial gains/losses for pension and postretirement benefits. This ETG deferred asset of $40.6 million is being amortized over 13.5 years for pension and over 7.7 years for postretirement benefits.

Deferred Pension and Other Postretirement Benefit Costs - The BPU authorized SJG and ETG and the MPSC authorized ELK to recover costs related to postretirement benefits under the accrual method of accounting consistent with GAAP. SJG'sSJI's regulatory asset represents the recognition of the underfunded positions of SJG'sSJIU's pension and other postretirement benefit plans.  Subsequent adjustments to this balance occur annually to reflect changes in the funded positions of these benefit plans caused by changes in actual plan experience as well as assumptions of future experience (see Note 12).

Deferred Gas Costs - Net - Over/under collections of gas costs are monitored through SJG's and ETG's BGSS mechanism.bill credit . Net undercollected gas costs are classified as a regulatory asset and net overcollected gas costs are classified as a regulatory liability (see Note 10). Derivative contracts used to hedge natural gas purchases are also included in the BGSS, subject to BPU approval (see Note 16). The change in the BGSS from a $17.8regulatory assets of SJI and SJG increased $41.3 million regulatory liability at December 31, 2016 to a $16.8and $41.0 million, regulatory asset atrespectively, from December 31, 2017 wasto December 31, 2018, primarily due to an unfavorable court ruling related to a pricing dispute between SJG and a supplier (see Note 15) and the actual gas commodity costs exceeding recoveries from customers.

Conservation Incentive Program (CIP) Receivable - The CIP tracking mechanism adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. Actual usage per customer was less than the established baseline during 2017, resulting in an increase in the receivable. This is primarily the result of warm weather experienced in the region.

Societal Benefits Costs (SBC)SBC Receivable - This regulatory asset primarily represents the deferred expenses incurred under the New Jersey Clean Energy Program,NJCEP, which is a mechanism designed to recover costs associated with energy efficiency and renewable energy programs. Previous SBC rates produced recoveries greater than SBC costs, which resulted in the regulatory liability. The change from a liability at December 31, 2016 to an asset at December 31, 2017 is due to an increase in rates.programs(see Note 10).

Deferred Interest Rate Contracts - These amounts represent the market value of interest rate derivatives as discussed further in Note 16.

Energy Efficiency Tracker - This regulatory asset represents cumulative investments less recoveries under the Energy Efficiency Program.EEP

Pipeline Supplier Service Charges - This regulatory asset represents costs necessary to maintain adequate supply and system pressures, which are being recovered on a monthly basis through the BGSS over the term of the underlying supplier contracts (see Note 10).

Pipeline Integrity Cost - As part of SJG's September 2014October 2017 base rate increase, SJG was permitted to recover previously deferred pipeline integrity costs incurred through September 2014.October 2017. In addition, SJG is authorized to defer future program costs, including related carrying costs, for recovery in SJG's next base rate proceeding, subject to review by the BPU (see Note 10).

AFUDC Equity Related Deferrals - This regulatory asset represents the future revenue to recover the future income taxes related to the deferred tax liability for the equity component of AFUDC.  Included in the balance is $1.0 million which is being recovered over a period of three years as approved by the BPU in SJG’s 2014 rate case settlement.  The remaining balancedeferred amount is being amortized over the life of the associated utility plant.

Weather Normalization - The tariffs for ETG include a weather normalization clause that reduces customer bills when winter weather is colder than normal and increases customer bills when winter weather is warmer than normal.

Other Regulatory Assets - Some of the assets included in Other Regulatory Assets are currently being recovered from ratepayers as approved by the BPU. Management believes the remaining deferred costs are probable of recovery from ratepayers through future utility rates. Included in this number for SJG is the impact of the ERIP on SJG employees, see Note 1.
    

The Utilities Regulatory Liabilities consisted of the following items (in thousands):

December 31, 2018 December 31, 2017
December 31, 2017 December 31, 2016SJGETGELKTotal SJI Total SJI and SJG
Excess Plant Removal Costs$23,295
 $28,226
20,805
47,909
1,393
$70,107
 $23,295
Deferred Revenue - Net
 17,800
Societal Benefit Costs Payable
 3,095
Excess Deferred Taxes263,810
 
259,863
118,757
1,231
379,851
 263,810
Deferred Revenues - Net
3,188

3,188
 
CIP Payable5,871


5,871


Amounts to be Refunded to Customers
17,039

17,039
 
Other Regulatory Liabilities
2,443

2,443
 
      
Total Regulatory Liabilities$287,105
 $49,121
$286,539
$189,336
$2,624
$478,499
 $287,105

Excess Plant Removal Costs - SJG accruesThe Utilities accrue and collectscollect for cost of removal of its utility property. This regulatory liability represents customer collections in excess of actual expenditures, which the company will returnbe returned to customers as a reduction to depreciation expense. The Excess Plant Removal Costs Liability decreasedincreased from $28.2 million at December 31, 2016 to $23.3 million at December 31, 2017 due to higher asset removal costs incurred related to the AIRP.

Deferred Revenue - Net - See discussion under "Deferred Gas Costs - Net" above.

Societal Benefit Costs Payable - See discussion under "Societal Benefit Costs Receivable" above.addition of ETG/ELK.

Excess Deferred Taxes - This liability is recognized as a result of Tax Reform enacted into law on December 22, 2017 (See Notes 1 and 4). The increase in this regulatory liability at SJI of $116.0 million for the year ended December 31, 2018 includes those excess deferred income tax liabilities of ETG and ELK resulting from Tax Reform. The decrease in this regulatory liability at SJG of $3.9 million for the year ended December 31, 2018 is related to excess tax amounts returned to customers through customer billings. The Unprotected amount of excess deferred taxes of $26.1 million will be returned to customers over a five year period. The remaining balance will be deferred until SJG's next base rate case as approved by the BPU. (See Note 10).

Deferred Revenues - Net - Over/under collections of gas costs are monitored through the ETG's BGSS mechanism. Net under collected gas costs are classified as a regulatory asset and net over collected gas costs are classified as a regulatory liability. Derivative contracts used to hedge natural gas purchases are also included in the BGSS, subject to BPU approval.

CIP Payable - The CIP tracking mechanism at SJG adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. Actual usage per customer was more than the established baseline during 2018, resulting in a regulatory liability. This is primarily the result of cold weather experienced in the region.

Amounts to be Refunded to Customers - See "AMA" section in Note 4.1.

12.PENSION AND OTHER POSTRETIREMENT BENEFITS:
12.PENSION AND OTHER POSTRETIREMENT BENEFITS:

SJI has several defined benefit pension plans and other postretirement benefit plans. SJG participates in the defined benefit pension plans and other postretirement benefit plans of SJI. Approximately 39%For non-ETG and 56% of SJI's and SJG's current, full-time, regularELK employees, respectively, will be entitled to annuity payments upon retirement. Participationparticipation in the Company's qualified defined benefit pension plans was closed to new employees beginning in 2003; however, employees who are not eligible for these pension plans are eligible to receive an enhanced version of SJI's defined contribution plan. CertainAs part of the Acquisition, SJI acquired the entities' existing pension and SJG officers also participate inother post-employment plans. The plans include a non-funded supplemental executive retirement plan (SERP), a non-qualifiedqualified defined benefit, trusteed, pension plan.plan covering most eligible employees that is funded in accordance with the requirements of the ERISA. Approximately 42% and 38% of SJI's and SJG's current, full-time, regular employees, respectively, will be entitled to annuity payments upon retirement. The other postretirementCompany also provides certain non-qualified benefit and defined contribution pensions plans providefor a selected group of the Company's management and highly compensated employees. Benefits under these non-qualified pension plans are funded on a cash basis. In addition, SJI provides health care and life insurance benefits to some retirees.for eligible retired employees through a postretirement benefit plan.


Net periodic benefit cost related to the SJI employee and officer pension and other postretirement benefit plans consisted of the following components (in thousands):
 
SJI (includes SJG and all other consolidated subsidiaries):Pension BenefitsPension Benefits
2017 2016 20152018 2017 2016
Service Cost$4,989
 $4,843
 $5,337
$6,442
 $4,989
 $4,843
Interest Cost11,772
 12,125
 11,168
13,778
 11,772
 12,125
Expected Return on Plan Assets(14,105) (13,508) (14,789)(18,672) (14,105) (13,508)
Amortizations:   
     
  
Prior Service Cost131
 212
 212
116
 131
 212
Actuarial Loss10,282
 9,394
 10,608
11,528
 10,282
 9,394
Net Periodic Benefit Cost13,069
 13,066
 12,536
13,192
 13,069
 13,066
Curtailment and Special Termination Costs7,324




Capitalized Benefit Costs(4,723) (4,645) (4,805)(2,243) (4,723) (4,645)
Deferred Benefit Costs(527) (645) (1,007)(1,987) (527) (645)
Total Net Periodic Benefit Expense$7,819
 $7,776
 $6,724
$16,286
 $7,819
 $7,776

SJI (includes SJG and all other consolidated subsidiaries):Other Postretirement BenefitsOther Postretirement Benefits
2017 2016 20152018 2017 2016
Service Cost$910
 $851
 $1,116
$945
 $910
 $851
Interest Cost2,418
 2,615
 2,973
2,430
 2,418
 2,615
Expected Return on Plan Assets(3,411) (3,104) (2,993)(4,286) (3,411) (3,104)
Amortizations:   
     
  
Prior Service (Credits) Cost(344) (344) 608
Prior Service Credits(344) (344) (344)
Actuarial Loss1,238
 1,109
 1,342
903
 1,238
 1,109
Net Periodic Benefit Cost811
 1,127
 3,046
(352) 811
 1,127
Curtailment and Special Termination Costs1,286
 (106) 
Capitalized Benefit Costs(46) (277) (1,043)(290) (46) (277)
Curtailment Costs (Credit)(106) 
 
Deferred Benefit Costs
 
 (256)580
 
 
Total Net Periodic Benefit Expense$659
 $850
 $1,747
$1,224
 $659
 $850


Curtailment and Special Termination Costs reflected in the tables above relate to the ERIP offered in 2018 as discussed in Note 1.


Net periodic benefit cost related to the SJG employee and officer pension and other postretirement benefit plans consisted of the following components (in thousands):
SJG:Pension BenefitsPension Benefits
2017 2016 20152018 2017 2016
Service Cost$4,303
 $4,144
 $4,430
$5,073
 $4,303
 $4,144
Interest Cost9,925
 10,292
 9,357
10,010
 9,925
 10,292
Expected Return on Plan Assets(11,366) (11,029) (11,914)(12,513) (11,366) (11,029)
Amortization:          
Prior Service Cost (Credits)127
 203
 203
Prior Service Cost112
 127
 203
Actuarial Loss8,692
 7,975
 8,969
10,074
 8,692
 7,975
Net Periodic Benefit Cost11,681
 11,585
 11,045
12,756
 11,681
 11,585
Capitalized Benefit Costs(4,723) (4,645) (4,805)(1,943) (4,723) (4,645)
Affiliate SERP Allocations(2,235) (1,960) (1,688)(3,861) (2,235) (1,960)
Deferred Benefit Costs(527) (644) (1,007)(1,987) (527) (644)
Total Net Periodic Benefit Expense$4,196
 $4,336
 $3,545
$4,965
 $4,196
 $4,336

SJG:Other Postretirement BenefitsOther Postretirement Benefits
2017 2016 20152018 2017 2016
Service Cost$582
 $576
 $726
$583
 $582
 $576
Interest Cost1,897
 2,120
 2,406
1,698
 1,897
 2,120
Expected Return on Plan Assets(3,101) (2,823) (2,708)(3,449) (3,101) (2,823)
Amortization:
    
    
Prior Service Cost (Credits)(257) (257) 499
Prior Service Credits(257) (257) (257)
Actuarial Loss972
 945
 1,107
695
 972
 945
Net Periodic Benefit Cost93
 561
 2,030
(730) 93
 561
Capitalized Benefit Costs(46) (277) (1,043)(257) (46) (277)
Deferred Benefit Costs
 
 (256)580
 
 
Total Net Periodic Benefit Expense$47
 $284
 $731
Total Net Periodic Benefit (Income)/Expense$(407) $47
 $284

Capitalized benefit costs reflected in the tables above relate to SJG’sThe Utilities construction program. DeferredEffective January 1, 2018, SJI and SJG adopted FASB ASU 2017-07 which stipulates that only the service cost component of net benefit costs relate tocost is eligible for capitalization. In SJG's rate case settlement in October 2017, the BPU allowed deferral until the next base rate case of incremental expensesexpense associated with the adoption of new mortality tables in 2015. Deferred benefit costs will be recovered through rates as part of SJG's recent base rate case settlement (See Note10)adoption. See Note 10.

Companies with publicly traded equity securities that sponsor a postretirement benefit plan are required to fully recognize, as an asset or liability, the overfunded or underfunded status of its benefit plans and recognize changes in the funded status in the year in which the changes occur. Changes in funded status are generally reported in Other Comprehensive Loss; however, since SJG recoversthe Utilities recover all prudently incurred pension and postretirement benefit costs from its ratepayers, a significant portion of the charges resulting from the recording of additional liabilities under this requirement are reported as regulatory assets (see Note 11).


Details of the activity within the Regulatory Asset and Accumulated Other Comprehensive LossAOCL associated with Pension and Other Postretirement Benefits are as follows (in thousands):

SJI (includes SJG and all other consolidated subsidiaries):Regulatory Assets 
Accumulated Other
Comprehensive Loss
 (pre-tax)
Regulatory Assets 
Accumulated Other
Comprehensive Loss
 (pre-tax)
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Balance at January 1, 2016$64,432
 $15,347
 $35,066
 $2,062
Balance at January 1, 2017$68,450
 $17,243
 $39,590
 $2,821


 

 

 



 

 

 

Amounts Arising during the Period:

 

 

 



 

 

 

Net Actuarial Gain9,706
 2,584
 8,370
 829
2,711
 (3,286) 18,506
 1,614
Prior Service Credit
 257
 
 84

 257
 
 84
Amounts Amortized to Net Periodic Costs:

 

 

 



 

 

 

Net Actuarial Loss(5,485) (945) (3,838) (154)(6,066) (972) (4,160) (1,013)
Prior Service Cost(203) 
 (8) 
(126) 
 (4) 
              
Balance at December 31, 201668,450
 17,243
 39,590
 2,821
Balance at December 31, 201764,969
 13,242
 53,932
 3,506
              
Amounts Arising during the Period:

 

 

 



 

 

 

Net Actuarial Gain (Loss)2,711
 (3,286) 18,506
 1,614
8,637
 5,662
 (5,953) (1,819)
Prior Service Credit
 257
 
 84
70
 (3,247) 
 (2,471)
Other (Curtailments, Settlements, Special Termination)
 
 
 1,586
Amounts Amortized to Net Periodic Costs:              
Net Actuarial Loss(6,066) (972) (4,160) (1,013)(6,025) (695) (5,450) (199)
Prior Service Cost(126) 
 (4) 
(112) 257
 (4) 84
              
Balance at December 31, 2017$64,969
 $13,242
 $53,932
 $3,506
Balance at December 31, 2018$67,539
 $15,219
 $42,525
 $687
 



SJG:Regulatory Assets Accumulated Other Comprehensive Loss (pre-tax)Regulatory Assets Accumulated Other Comprehensive Loss (pre-tax)
Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Balance at January 1, 2016$64,432
 $15,347
 $20,463
 $
       
Amounts Arising during the Period:       
Net Actuarial Gain9,706
 2,584
 6,129
 
Prior Service Credit
 257
 
 
Amounts Amortized to Net Periodic Costs:       
Net Actuarial Loss(5,485) (945) (2,490) 
Prior Service Cost(203) 
 
 
       
Balance at December 31, 201668,450
 17,243
 24,102
 
Balance at January 1, 2017$68,450
 $17,243
 $24,102
 $
              
Amounts Arising during the Period:              
Net Actuarial Gain2,711
 (3,286) 17,881
 
2,711
 (3,286) 17,881
 
Prior Service Credit
 257
 
 

 257
 
 
Amounts Amortized to Net Periodic Costs:              
Net Actuarial Loss(6,066) (972) (2,627) 
(6,066) (972) (2,627) 
Prior Service Cost(126) 
 
 
(126) 
 
 
              
Balance at December 31, 2017$64,969
 $13,242
 $39,356
 $
64,969
 13,242
 39,356
 
       
Amounts Arising during the Period:       
Net Actuarial Gain6,590
 5,071
 (911) 
Prior Service Credit70
 (3,247) 
 
Other (Curtailments, Settlements, Special Termination)
 
    
Amounts Amortized to Net Periodic Costs:       
Net Actuarial Loss(6,025) (695) (4,049) 
Prior Service Cost(111) 257
 
 
       
Balance at December 31, 2018$65,493
 $14,628
 $34,396
 $

The estimated costs that will be amortized from Regulatory Assets for SJI and SJG into net periodic benefit costs in 20182019 are as follows (in thousands): 
SJI and SJG (costs are the same for both entities):Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
Prior Service Cost/(Credit)$124
 $(257)$101
 $(474)
Net Actuarial Loss$5,847
 $743
$5,837
 $965

The estimated costs that will be amortized from for SJI and SJG Accumulated Other Comprehensive LossAOCL into net periodic benefit costs in 20182019 are as follows (in thousands):
Pension Benefits Other Postretirement  BenefitsPension Benefits Other Postretirement  Benefits
SJI (includes SJG and all other consolidated subsidiaries):      
Prior Service Cost/(Credit)$6
 $(87)$4
 $(102)
Net Actuarial Loss$5,665
 $213
$3,801
 $120
      
SJG:      
Prior Service Cost/(Credit)$
 $
$
 $
Net Actuarial Loss$4,143
 $
$2,579
 $
     

A reconciliation of the plans' benefit obligations, fair value of plan assets, funded status and amounts recognized in SJI's consolidated balance sheets follows (in thousands): 
SJI (includes SJG and all other consolidated subsidiaries):Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
  
2017 2016 2017 20162018 2017 2018 2017
Change in Benefit Obligations:
 
 
 

 
 
 
Benefit Obligation at Beginning of Year$278,288
 $254,195
 $60,350
 $57,430
$316,289
 $278,288
 $62,283
 $60,350
Acquisition Opening Obligation100,362
 
 13,195
 
Service Cost4,989
 4,843
 910
 851
6,442
 4,989
 945
 910
Interest Cost11,772
 12,125
 2,418
 2,615
13,778
 11,772
 2,430
 2,418
Actuarial Loss (Gain)32,893
 18,254
 1,411
 3,121
(26,274) 32,893
 (3,534) 1,411
Retiree Contributions
 
 19
 81

 
 265
 19
Plan Amendments
 
 
 
7,394
 
 (3,012) 
Benefits Paid(11,653) (11,129) (2,825) (3,748)(15,835) (11,653) (3,061) (2,825)
Benefit Obligation at End of Year$316,289
 $278,288
 $62,283
 $60,350
$402,156
 $316,289
 $69,511
 $62,283
              
Change in Plan Assets:
 
 
 

 
 
 
Fair Value of Plan Assets at Beginning of Year$189,542
 $184,824
 $50,532
 $47,759
$216,065
 $189,542
 $57,922
 $50,532
Acquisition Beginning Fair Value94,685
 
 15,659
 
Actual Return on Plan Assets25,807
 13,569
 7,390
 2,784
(10,399) 25,807
 (3,050) 7,390
Employer Contributions12,369
 2,278
 2,806
 3,656
2,704
 12,369
 2,796
 2,806
Retiree Contributions

 
 19
 81

 
 265
 19
Benefits Paid(11,653) (11,129) (2,825) (3,748)(15,835) (11,653) (3,061) (2,825)
Fair Value of Plan Assets at End of Year$216,065
 $189,542
 $57,922
 $50,532
$287,220
 $216,065
 $70,531
 $57,922
              
              
Funded Status at End of Year:$(100,224) $(88,746) $(4,361) $(9,818)$(114,936) $(100,224) $1,020
 $(4,361)
Amounts Related to Unconsolidated Affiliate135
 326
 518
 540
(147) 135
 320
 518
Accrued Net Benefit Cost at End of Year$(100,089) $(88,420) $(3,843) $(9,278)$(115,083) $(100,089) $1,340
 $(3,843)
              
Amounts Recognized in the Statement of Financial Position Consist of:
 
 
 

 
 
 
Current Liabilities$(2,388) $(2,463) $
 $
$(3,631) $(2,388) $
 $
Noncurrent Liabilities(97,701) (85,957) (3,843) (9,278)(111,452) (97,701) 1,340
 (3,843)
Net Amount Recognized at End of Year$(100,089) $(88,420) $(3,843) $(9,278)$(115,083) $(100,089) $1,340
 $(3,843)
              
Amounts Recognized in Regulatory Assets Consist of:
 
 
 

 
 
 
Prior Service Costs$428
 $538
 $(2,775) $(3,032)$162
 $428
 $(5,765) $(2,775)
Net Actuarial Loss64,541
 67,912
 16,017
 20,275
67,377
 64,541
 20,984
 16,017
$64,969
 $68,450
 $13,242
 $17,243
$67,539
 $64,969
 $15,219
 $13,242
              
Amounts Recognized in Accumulated Other Comprehensive Loss Consist of (pre-tax):
 
 
 

 
 
 
Prior Service Costs$47
 $69
 $(906) $(989)$268
 $47
 $(1,707) $(906)
Net Actuarial Loss53,885
 39,521
 4,412
 3,810
42,257
 53,885
 2,394
 4,412
$53,932
 $39,590
 $3,506
 $2,821
$42,525
 $53,932
 $687
 $3,506
 

SJG:    Other    Other
Pension Benefits Postretirement BenefitsPension Benefits Postretirement Benefits
2017 2016 2017 20162018 2017 2018 2017
Change in Benefit Obligations:
              
Benefit Obligation at Beginning of Year$236,356
 $213,660
 $48,549
 $46,518
$269,066
 $236,356
 $49,098
 $48,549
Service Cost4,303
 4,144
 582
 576
5,073
 4,303
 583
 582
Interest Cost9,925
 10,292
 1,897
 2,120
10,010
 9,925
 1,698
 1,897
Actuarial Loss (Gain)27,892
 17,463
 328
 2,292
(13,009) 27,892
 (1,271) 328
Retiree Contributions
 
 15
 70

 
 143
 15
Plan Amendments
 
 
 
4,169
 
 (3,247) 
Benefits Paid(9,410) (9,203) (2,273) (3,027)(10,486) (9,410) (2,122) (2,273)
Benefit Obligation at End of Year$269,066
 $236,356
 $49,098
 $48,549
$264,823
 $269,066
 $44,882
 $49,098
Change in Plan Assets:   
       
    
Fair Value of Plan Assets at Beginning of Year$154,729
 $149,032
 $45,948
 $43,428
$174,277
 $154,729
 $52,663
 $45,948
Actual Return on Plan Assets18,666
 12,656
 6,715
 2,531
(6,175) 18,666
 (2,893) 6,715
Employer Contributions10,292
 2,244
 2,259
 2,946
2,669
 10,292
 1,979
 2,259
Retiree Contributions
 
 14
 70

 
 143
 14
Benefits Paid(9,410) (9,203) (2,273) (3,027)(10,486) (9,410) (2,122) (2,273)
Fair Value of Plan Assets at End of Year$174,277
 $154,729
 $52,663
 $45,948
$160,285
 $174,277
 $49,770
 $52,663
              
Funded Status at End of Year:
              
Accrued Net Benefit Cost at End of Year$(94,789) $(81,627) $3,565
 $(2,601)$(104,538) $(94,789) $4,888
 $3,565
Amounts Recognized in the Statement of Financial Position Consist of:              
Current Liabilities$(2,353) $(2,428) $
 $
$(3,597) $(2,353) $
 $
Noncurrent Liabilities(92,436) (79,199) 3,565
 (2,601)(100,941) (92,436) 4,888
 3,565
Net Amount Recognized at End of Year$(94,789) $(81,627) $3,565
 $(2,601)$(104,538) $(94,789) $4,888
 $3,565
Amounts Recognized in Regulatory Assets Consist of:              
Prior Service Costs$428
 $538
 $(2,775) $(3,032)$163
 $428
 $(5,765) $(2,775)
Net Actuarial Loss64,541
 67,912
 16,017
 20,275
65,330
 64,541
 20,393
 16,017
Net Amount Recognized at End of Year$64,969
 $68,450
 $13,242
 $17,243
$65,493
 $64,969
 $14,628
 $13,242
Amounts Recognized in Accumulated Other Comprehensive Loss Consist of:              
Net Actuarial Loss$39,356
 $24,102
 $
 $
$34,396
 $39,356
 $
 $

The projected benefit obligation (PBO)PBO and accumulated benefit obligation (ABO)ABO of SJI's qualified employee pension plans were $329.2 million and $309.4 million, respectively, as of December 31, 2018; and $243.9 million and $227.3 million, respectively, as of December 31, 2017; and $224.3 million and $208.3 million, respectively, as of December 31, 2016.2017.  The ABO of these plans exceeded the value of the plan assets as of December 31, 20172018 and 2016.2017.  The value of these assets were $216.1$287.2 million and $189.5$216.1 million as of December 31, 20172018 and 2016,2017, respectively, and can be seen in the table above. The PBO and ABO for SJI's non-funded SERP were $73.0 million and $69.5 million, respectively, as of December 31, 2018; and $72.4 million and $63.9 million, respectively, as of December 31, 2017; and $53.9 million and $51.9 million, respectively, as of December 31, 2016.2017. SJI's SERP obligation is reflected in the tables above and has no assets.


The PBO and ABO of SJG's qualified employee pension plans were $188.1 million and $176.8 million, respectively, as of December 31, 2018; and $197.0 million and $183.5 million, respectively, as of December 31, 2017; and $183.2 million and $170.0 million, respectively, as of December 31, 2016.2017. The ABO of these plans exceeded the value of the plan assets as of December 31, 20172018 and 2016.2017. The value of these assets were $174.3$160.3 million and $154.7$174.3 million as of December 31, 20172018 and 2016,2017, respectively, and can be seen in the tables above. The PBO and ABO for SJG's non-funded SERP were $72.6 million and $69.1 million, respectively, as of December 31, 2018; and $72.0 million and $63.6 million, respectively, as of December 31, 2017; and $53.2 million and $51.2 million, respectively, as of December 31, 2016.2017. SJG's SERP obligation is reflected in the tables above and has no assets.

The weighted-average assumptions used to determine benefit obligations for SJI and SJG at December 31 were:
Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
2017 2016 2017 20162018 2017 2018 2017
Discount Rate3.73% 4.30% 3.63% 4.13%4.39% 3.73% 3.63% 3.63%
Rate of Compensation Increase3.50% 3.50% 3.50% 3.50%3.50% 3.50% 3.50% 3.50%
 
The weighted-average assumptions used to determine net periodic benefit cost for SJI and SJG for the years ended December 31 were:
Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
2017 2016 2015 2017 2016 20152018 2017 2016 2018 2017 2016
Discount Rate4.30% 4.83% 4.25% 4.13% 4.73% 4.20%3.73% 4.30% 4.83% 4.13% 4.13% 4.73%
Expected Long-Term Return on Plan Assets7.25% 7.50% 7.75% 6.50% 6.50% 6.25%7.25% 7.25% 7.50% 6.75% 6.50% 6.50%
Rate of Compensation Increase3.50% 3.50% 3.50% 3.50% 3.50% 3.50%3.50% 3.50% 3.50% 3.50% 3.50% 3.50%
 
In 2014, the Society of Actuaries (SOA)SOA released new mortality tables (RP-2014), which the Company adopted as of December 31, 2014. Since then, the SOA has updated the mortality projection on an annual basis. The Company utilizes the most current projection tables available. The obligations as of December 31, 2018, 2017 2016, and 2015,2016, disclosed herein, reflect the use of the updated projection tables applicable to those years.

The discount rates used to determine the benefit obligations at December 31, 20172018 and 2016,2017, which are used to determine the net periodic benefit cost for the subsequent year, were based on a portfolio model of high-quality investments with maturities that match the expected benefit payments under our pension and other postretirement benefit plans.

The expected long-term return on plan assets (“return”) has been determined by applying long-term capital market projections provided by our pension plan Trustee to the asset allocation guidelines, as defined in SJI's and SJG's investment policy, to arrive at a weighted average return.  For certain other equity securities held by an investment manager outside of the control of the Trustee, the return has been determined based on historic performance in combination with long-term expectations.  The return for the other postretirement benefits plan is determined in the same manner as discussed above; however, the expected return is reduced based on the taxable nature of the underlying trusts. 

The retiree medical plan changed effective January 1, 2016. Retirees are provided a fixed contribution to a health reimbursement account, allowing them to obtain coverage from health-care exchanges, rather than utilizing the Company provided health-care plan. Since the health-care benefits are now a fixed dollar amount under the new plan and will not increase in the future, the plan no longer has health care trend assumptions as of December 31, 2015. As a result, assumed health care cost trend rates no longer have a significant effect on the amounts reported for SJI's and SJG's postretirement health care plans.
PLAN ASSETS - SJI's and SJG's overall investment strategy for pension plan assets is to achieve a diversification by asset class, style of manager, and sector and industry limits to achieve investment results that match the actuarially assumed rate of return, while preserving the inflation adjusted value of the plans.  SJI and SJG have implemented this diversification strategy primarily with commingled common/collective trust funds.  The target allocations for pension plan assets are 28-48are40-70 percent U.S. equity securities, 13-2510-25 percent international equity securities, 32-4225-60 percent fixed income investments, and 0-70-20 percent to all other types of investments.  Equity securities include investments in commingled common/collective trust funds as well as large-cap and mid-cap companies.  Fixed income securities include commingled common/collective trust funds, group annuity contracts for pension payments, and hedge funds.  Other types of investments include investments in private equity funds and real estate funds that follow several different strategies.


The strategy recognizes that risk and volatility are present to some degree with all types of investments.  SJI and SJG seek to avoid high levels of risk at the total fund level through diversification by asset class, style of manager, and sector and industry limits.  Specifically prohibited investments include, but are not limited to, venture capital, margin trading, commodities and securities of companies with less than $250.0 million capitalization (except in the small-cap portion of the fund where capitalization levels as low as $50.0 million are permissible).  These restrictions are only applicable to individual investment managers with separately managed portfolios and do not apply to mutual funds or commingled trusts.


SJI evaluated its pension and other postretirement benefit plans' asset portfolios for the existence of significant concentrations of credit risk as of December 31, 20172018.  Types of concentrations that were evaluated include, but are not limited to, investment concentrations in a single entity, type of industry, foreign country, and individual fund.  As of December 31, 20172018, there were no significant concentrations (defined as greater than 10 percent of plan assets) of risk in SJI's pension and other postretirement benefit plan assets.

GAAP establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques.  This hierarchy groups assets into three distinct levels, as fully described in Note 17, which will serve as the basis for presentation throughout the remainder of this Note.
 
The fair values of SJI's and SJG's pension plan assets at December 31, 20172018 and 20162017 by asset category are as follows (in thousands): 
SJI (includes SJG and all other consolidated subsidiaries):       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017       
Cash / Cash Equivalents:

      
   Cash$72
 $72
 $
 $
   Common/Collective Trust Funds (a)477
 
 477
 
   STIF-Type Instrument (b)1,522
 
 1,522
 
Equity securities:
 
 
 
   Common/Collective Trust Funds - U.S. (a)75,699
 
 75,699
 
   Common/Collective Trust Funds - International (a)39,077
 
 39,077
 
   U.S. Large-Cap (c)13,526
 13,526
 
 
   U.S. Mid-Cap (c)1,701
 1,701
 
 
   U.S. Small-Cap (c)490
 490
 
 
   International (c)3,260
 3,260
 
 
Fixed Income:
 
 
 
   Common/Collective Trust Funds (a)54,106
 
 54,106
 
   Guaranteed Insurance Contract (d)9,211
 
 
 9,211
Other types of investments:
 
 
 
   Private Equity Fund (e)7,111
 
 
 7,111
   Common/Collective Trust Fund - Real Estate (f)9,813
 
 
 9,813
Total$216,065
 $19,049
 $170,881
 $26,135
SJI (includes SJG and all other consolidated subsidiaries):       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2018       
Cash / Cash Equivalents:

      
   Cash$92,224
 $92,224
 $
 $
   STIF-Type Instrument (a)1,653
 
 1,653
 
Equity securities:       
   U.S. Large-Cap (b)13,684
 13,684
 
 
   U.S. Mid-Cap (b)1,502
 1,502
 
 
   International (b)2,327
 2,327
 
 
Fixed Income:

      
   Guaranteed Insurance Contract (c)8,453
 
 
 8,453
Subtotal Fair Value$119,843
 $109,737
 $1,653
 $8,453
        
Measured at net asset value practical expedient (g):       
   Private Equity Fund (d)$8,867
      
   Common/Collective Trust Funds - Real Estate (e)9,737
      
 18,604
      
   Other Common/Collective Trust Funds (f):       
        Cash/Cash Equivalents696
      
        Equity Securities - U.S.63,418
      
        Equity Securities - International33,391
      
        Fixed Income51,268
      
 148,773
      
Subtotal measured at net asset value practical expedient$167,377
      
        
     Total Fair Value$287,220
      



Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2016       
Cash / Cash Equivalents:       
   Cash$63
 $63
 $
 $
   Common/Collective Trust Funds (a)460
 
 460
 
   STIF-Type Instrument (b)1,431
 
 1,431
 
Equity securities:       
   Common/Collective Trust Funds - U.S. (a)51,902
 
 51,902
 
   Common/Collective Trust Funds - International (a)33,096
 
 33,096
 
   U.S. Large-Cap (c)17,792
 17,792
 
 
   U.S. Mid-Cap (c)2,479
 2,479
 
 
   International (c)3,340
 3,340
 
 
Fixed Income:       
   Common/Collective Trust Funds (a)54,970
 
 54,970
 
   Guaranteed Insurance Contract (d)9,714
 
 
 9,714
Other types of investments:       
   Private Equity Fund (e)5,100
 
 
 5,100
   Common/Collective Trust Fund - Real Estate (f)9,195
 
 
 9,195
Total$189,542
 $23,674
 $141,859
 $24,009
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017       
Cash / Cash Equivalents:       
   Cash$72
 $72
 $
 $
   STIF-Type Instrument (a)1,522
 
 1,522
 
Equity securities:
      
   U.S. Large-Cap (b)13,526
 13,526
 
 
   U.S. Mid-Cap (b)1,701
 1,701
 
 
   U.S. Small-Cap (b)490
 490
 
 
   International (b)3,260
 3,260
 
 
Fixed Income:
      
   Guaranteed Insurance Contract (c)9,211
 
 
 9,211
Subtotal Fair Value$29,782
 $19,049
 $1,522
 $9,211
        
Measured at net asset value practical expedient (g):       
   Private Equity Fund (d)$7,111
      
   Common/Collective Trust Funds - Real Estate (e)9,813
      
 16,924
      
   Other Common/Collective Trust Funds (f):       
        Cash/Cash Equivalents477
      
        Equity Securities - U.S.75,699
      
        Equity Securities - International39,077
      
        Fixed Income54,106
      
 169,359
      
Subtotal measured at net asset value practical expedient$186,283
      
        
     Total Fair Value$216,065
      



SJG:       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017:       
Cash / Cash Equivalents:       
Cash$58
 $58
 $
 $
Common/Collective Trust Funds (a)385
 
 385
 
STIF-Type Instrument (b)1,228
 
 1,228
 
Equity securities:       
Common/Collective Trust Funds – U.S. (a)61,057
 
 61,057
 
Common/Collective Trust Funds – International (a)31,519
 
 31,519
 
U.S. Large-Cap (c)10,910
 10,910
 
 
U.S. Mid-Cap (c)1,372
 1,372
 
 
U.S. Small-Cap (c)395
 395
 
 
International (c)2,629
 2,629
 
 
Fixed Income:       
Common/Collective Trust Funds (a)43,640
 
 43,640
 
Guaranteed Insurance Contract (d)7,429
 
 
 7,429
Other types of investments:       
Private Equity Fund (e)5,735
 
 
 5,735
Common/Collective Trust Fund – Real Estate (f)7,920
 
 
 7,920
Total$174,277
 $15,364
 $137,829
 $21,084
SJG:       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2018:       
Cash / Cash Equivalents:       
Cash$19
 $19
 $
 $
   STIF-Type Instrument (a)1,359
 
 1,359
 
Equity securities:       
   U.S. Large-Cap (b)11,247
 11,247
 
 
   U.S. Mid-Cap (b)1,234
 1,234
 
 
   International (b)1,912
 1,912
 
 
Fixed Income:       
   Guaranteed Insurance Contract (c)6,947
 
 
 6,947
Subtotal Fair Value$22,718
 $14,412
 $1,359
 $6,947
        
Measured at net asset value practical expedient (g):       
   Private Equity Fund (d)$7,288
      
   Common/Collective Trust Funds - Real Estate (e)8,003
      
 15,291
      
   Other Common/Collective Trust Funds (f):       
        Cash/Cash Equivalents572
      
        Equity Securities - U.S.52,123
      
        Equity Securities - International27,444
      
        Fixed Income42,137
      
 122,276
      
Subtotal measured at net asset value practical expedient$137,567
      
        
     Total Fair Value$160,285
      


Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2016:       
Cash / Cash Equivalents:       
Cash$52
 $52
 
 $
   Common/Collective Trust Funds (a)376
 
 376
 
   STIF-Type Instrument (b)1,168
 
 1,168
 
Equity securities:       
   Common/Collective Trust Funds – U.S. (a)42,369
 
 42,369
 
   Common/Collective Trust Funds – International (a)27,017
 
 27,017
 
   U.S. Large-Cap (c)14,523
 14,523
 
 
   U.S. Mid-Cap (c)2,024
 2,024
 
 
   International (c)2,727
 2,727
 
 
Fixed Income:       
   Common/Collective Trust Funds (a)44,873
 
 44,873
 
   Guaranteed Insurance Contract (d)7,930
 
 
 7,930
Other types of investments:       
   Private Equity Fund (e)4,164
 
 
 4,164
   Common/Collective Trust Fund – Real Estate (f)7,506
 
 
 7,506
Total$154,729
 $19,326
 $115,803
 $19,600
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017:       
Cash / Cash Equivalents:       
Cash$58
 $58
 $
 $
   STIF-Type Instrument (a)1,228
 
 1,228
 
Equity securities:       
   U.S. Large-Cap (b)10,910
 10,910
 
 
   U.S. Mid-Cap (b)1,372
 1,372
 
 
   U.S. Small-Cap (b)395
 395
 
 
   International (b)2,629
 2,629
 
 
Fixed Income:       
   Guaranteed Insurance Contract (c)7,429
 
 
 7,429
Subtotal Fair Value$24,021
 $15,364
 $1,228
 $7,429
        
Measured at net asset value practical expedient (g):       
   Private Equity Fund (d)$5,735
      
   Common/Collective Trust Funds - Real Estate (e)7,920
      
 13,655
      
   Other Common/Collective Trust Funds (f):       
        Cash/Cash Equivalents385
      
        Equity Securities - U.S.61,057
      
        Equity Securities - International31,519
      
        Fixed Income43,640
      
 136,601
      
Subtotal measured at net asset value practical expedient$150,256
      
        
     Total Fair Value$174,277
      

(a)This category represents common/collective trust fund investments through a commingled employee benefit trust (excluding real estate). These commingled funds are not traded publicly; however, the majority of the underlying assets held in these funds are stocks and bonds that are traded on active markets; prices for these assets are readily observable. Also included in these funds are interest rate swaps, asset backed securities, mortgage backed securities and other investments with observable market values. Holdings in the commingled funds are classified as Level 2 investments.

(b)This category represents short-term investment funds held for the purpose of funding disbursement payment arrangements.  Underlying assets are valued based on quoted prices in active markets, or where quoted prices are not available, based on models using observable market information. Since not all values can be obtained from quoted prices in active markets, these funds are classified as Level 2 investments.

(c)(b)This category of equity investments represents a managed portfolio of common stock investments in five sectors: telecommunications, electric utilities, gas utilities, water and energy. These common stocks are actively traded on exchanges and price quotes for these shares are readily available. These common stocks are classified as Level 1 investments.

(d)(c)This category represents SJI’s Group Annuity contracts with a nationally recognized life insurance company. The contracts are the assets of the plan, while the underlying assets of the contracts are owned by the contract holder. Valuation is based on a formula and calculation specified within the contract. Since the valuation is based on the reporting entity’s own assumptions, these contracts are classified as Level 3 investments.

(e)(d)This category represents a limited partnership which includes several investments in U.S. leveraged buyout, venture capital, and special situation funds. Fund valuations are reported on a 90 to 120 day lag and, therefore, the value reported herein represents the market value as of June or September 30, 20172018 and 2016,2017, respectively, with cash flow changes through December applied. The fund’s investments are stated at fair value, which is generally based on the valuations provided by the general partners or managers of such investments. Fund investments are illiquid and resale is restricted. These funds are classified as Level 3 investments.See (g) below.



(f)(e)This category represents real estate common/collective trust fund investments through a commingled employee benefit trust. These commingled funds are part of a direct investment in a pool of real estate properties. These funds are valued by investment managers on a periodic basis using pricing models that use independent appraisals from sources with professional qualifications. Since these valuation inputsSee (g) below.

(f)This category represents common/collective trust fund investments through a commingled employee benefit trust (excluding real estate). These commingled funds are not highlytraded publicly; however, the majority of the underlying assets held in these funds are stocks and bonds that are traded on active markets. Also included in these funds are interest rate swaps, asset backed securities, mortgage backed securities and other investments with observable market values. See (g) below.

(g)
Subsequent to the real estate funds areissuance of SJI’s and SJG’s 2017 financial statements, management determined that certain investments classified as Level 2 and Level 3 investments.investments as of December 31, 2017 should have been excluded from the fair value hierarchy table and classified as “investments measured at net asset value practical expedient” as a result of adopting ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” on January 1, 2017.  As a result, the table above has been revised to reclassify these investments from Level 2 and Level 3 investments as of December 31, 2017 to investments measured at net asset value practical expedient.  The correction of this classification resulted in a decrease in previously reported Level 2 and Level 3 investments as of December 31, 2017 of $169.4 million and $17.1 million for SJI, respectively, and $136.6 million and $13.7 million for SJG, respectively, and an increase in the classified investments measured at net asset value practical expedient.  The correction of this classification had no effect on SJI’s and SJG’s financial statements.

Fair Value Measurement Using Significant
Unobservable Inputs (Level 3)
(In thousands)

SJI (includes SJG and all other consolidated subsidiaries):Guaranteed   Private    Guaranteed Private    
Insurance Hedge Equity Real  Insurance Equity Real  
Contract Funds Funds Estate TotalContract Funds (A) Estate (A) Total
                
Balance at January 1, 2016$9,960
 $4,159
 $4,312
 $8,515
 $26,946
Actual return on plan assets:         
Relating to assets still held at the reporting date541
 (67) (140) 680
 1,014
Relating to assets sold during the period14
 
 245
 
 259
Purchases, Sales and Settlements(801) (4,092) 683
 
 (4,210)
Balance at December 31, 20169,714
 
 5,100
 9,195
 24,009
Balance at January 1, 2017$9,714
 $
 $
 $9,714
Actual return on plan assets:

 

 

 

 

       
Relating to assets still held at the reporting date245
 

 (214) 618
 649
245
 
 
 245
Relating to assets sold during the period12
 
 491
 
 503
12
 
 
 12
Purchases, Sales and Settlements(760) 

 1,734
 
 974
(760) 
 
 (760)
Balance at December 31, 2017$9,211
 $
 $7,111
 $9,813
 $26,135
9,211
 
 
 9,211
Actual return on plan assets:

 
 
 
Relating to assets still held at the reporting date(53) 
 
 (53)
Relating to assets sold during the period13
 
 
 13
Purchases, Sales and Settlements(718) 
 
 (718)
Balance at December 31, 2018$8,453
 $
 $
 $8,453



SJG:
Guaranteed
Insurance
Contract
 
Hedge
Funds
 
Private
Equity
Funds
 
Real
Estate
 Total
Guaranteed
Insurance
Contract
 
Private
Equity
Funds (A)
 
Real
Estate (A)
 Total
Balance at January 1, 2016$8,031
 $3,353
 $3,477
 $6,866
 $21,727
Actual return on plan assets: 
  
  
  
  
Relating to assets still held at the reporting date541
 (13) (71) 640
 1,097
Relating to assets sold during the period12
 
 200
 
 212
Purchases, Sales and Settlements(654) (3,340) 558
 
 (3,436)
Balance at December 31, 2016$7,930
 $
 $4,164
 $7,506
 $19,600
Balance at January 1, 2017$7,930
 $
 $
 $7,930
Actual return on plan assets: 
  
  
  
   
  
  
  
Relating to assets still held at the reporting date103
 
 (224) 414
 293
103
 
 
 103
Relating to assets sold during the period9
 
 396
 
 405
9
 
 
 9
Purchases, Sales and Settlements(613) 
 1,399
 
 786
(613) 
 
 (613)
Balance at December 31, 2017$7,429
 $
 $5,735
 $7,920
 $21,084
$7,429
 $
 $
 $7,429
Actual return on plan assets: 
  
  
  
Relating to assets still held at the reporting date98
 
 
 98
Relating to assets sold during the period11
 
 
 11
Purchases, Sales and Settlements(591) 
 
 (591)
Balance at December 31, 2018$6,947
 $
 $
 $6,947
(A) The 2017 amounts have been reclassified to NAV as per (g) above.

As with the pension plan assets, SJI's and SJG's overall investment strategy for post-retirement benefit plan assets is to achieve a diversification by asset class, style of manager, and sector and industry limits to achieve investment results that match the actuarially assumed rate of return, while preserving the inflation adjusted value of the plans.  SJI and SJG have implemented this diversification strategy with a mix of common/collective trust funds, mutual funds and Company-owned life insurance policies.  The target allocations for post-retirement benefit plan assets are 30-4355-75 percent U.S. equity securities, 20-3010-20 percent international equity securities, and 32-4225-45 percent fixed income investments and 0-7 percent to all other types of investments.  Equity securities include investments in large-cap, mid-cap and small-cap companies within mutual funds or common/collective trust funds.  Fixed income securities within the common/collective trust fund include primarily investment grade, U.S. Government and mortgage-backed financial instruments. The insurance policies are backed by a series of commingled trust investments held by the insurance carrier.

The fair values of SJI's and SJG's other postretirement benefit plan assets at December 31, 20172018 and 20162017 by asset category are as follows (in thousands):
SJI (includes SJG and all other consolidated subsidiaries):       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017:       
   Cash$
 $
 $
 $
   Equity Securities:

 
 
 
      Common/Collective Trust Funds - U.S. (a)15,101
 
 15,101
 
      Common/Collective Trust Funds - International (a)11,378
 
 11,378
 
      Mutual Fund - U.S. (b)
 
 
 
      Mutual Funds - International (b)
 
 
 
   Fixed Income:

 
 

 

      Common/Collective Trust Funds - Bonds (a)15,272
 
 15,272
 
      Mutual Funds - Bonds (b)
 
 
 
   Other Types of Investments:       
      Mutual Funds - REITS (b)864
 864
 
 
      Company Owned Life Insurance (c)15,307
 
 15,307
 
Total$57,922
 $864
 $57,058
 $
        
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2016:       
   Cash$
 $
 $
 $
   Equity Securities:       
      Common/Collective Trust Funds - U.S. (a)14,878
 
 14,878
 
      Common/Collective Trust Funds - International (a)8,674
 
 8,674
 
      Mutual Fund - U.S. (b)
 
 
 
      Mutual Funds - International (b)
 
 
 
   Fixed Income:       
      Common/Collective Trust Funds - Bonds (a)13,537
 
 13,537
 
      Mutual Funds - Bonds (b)
 
 
 
   Other Types of Investments:       
      Mutual Funds - REITS (b)
 
 
 
      Company Owned Life Insurance (c)13,443
 
 13,443
 
Total$50,532
 $
 $50,532
 $
SJI (includes SJG and all other consolidated subsidiaries):       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2018:       
   Cash$16,720
 $16,720
 $
 $
   Other Types of Investments:       
      Mutual Funds - REITS (a)822
 822
 
 
Subtotal Fair Value$17,542
 $17,542
 $
 $
        
Measured at net asset value practical expedient (c):       
   Common/Collective Trust Funds (b):       
        Equity Securities - U.S.$14,069
      
        Equity Securities - International9,720
      
        Fixed Income15,315
      
   Company Owned Life Insurance (b)13,885
      
Subtotal measured at net asset value practical expedient$52,989
      
        
     Total Fair Value$70,531
      
        
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017:       
   Other Types of Investments:       
      Mutual Funds - REITS (a)$864
 $864
 $
 $
Subtotal Fair Value$864
 $864
 $
 $
        
Measured at net asset value practical expedient (c):       
   Common/Collective Trust Funds (b):       
        Equity Securities - U.S.$15,101
      
        Equity Securities - International11,378
      
        Fixed Income15,272
      
   Company Owned Life Insurance (b)15,307
      
Subtotal measured at net asset value practical expedient$57,058
      
        
     Total Fair Value$57,922
      

SJG:       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017       
Cash$
 $
 $
 $
Equity Securities:       
Common/Collective Trust Funds - U.S. (a)13,572
 
 13,572
 
          Common/Collective Trust Funds - International (a)10,226
 
 10,226
 
Mutual Fund - U.S. (b)
 
 
 
       Mutual Funds - International (b)
 
 
 
Fixed Income:       
Common/Collective Trust Funds - Bonds (a)13,726
 
 13,726
 
  Mutual Funds - Bonds (b)
 
 
 
  Other Types of Investments:       
  Mutual Funds - REITS (b)777
 777
 
 
  Company Owned Life Insurance (c)14,362
 
 14,362
 
Total$52,663
 $777
 $51,886
 $
        
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2016       
Cash$
 $
 $
 $
Equity Securities:       
Common/Collective Trust Funds - U.S. (a)13,372
 
 13,372
 
          Common/Collective Trust Funds - International (a)7,796
 
 7,796
 
Mutual Fund - U.S. (b)
 
 
 
       Mutual Funds - International (b)
 
 
 
Fixed Income:       
Common/Collective Trust Funds - Bonds (a)12,167
 
 12,167
 
  Mutual Funds - Bonds (b)
 
 
 
  Other Types of Investments:       
  Mutual Funds - REITS (b)
 
 
 
  Company Owned Life Insurance (c)12,613
 
 12,613
 
Total$45,948
 $
 $45,948
 $
SJG:       
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2018       
Cash$859
 $859
 $
 $
  Other Types of Investments:       
  Mutual Funds - REITS (a)740
 740
 
 
Subtotal Fair Value$1,599
 $1,599
 $
 $
        
Measured at net asset value practical expedient (c):       
   Common/Collective Trust Funds (b):       
        Equity Securities - U.S.$12,645
      
        Equity Securities - International8,735
      
        Fixed Income13,764
      
   Company Owned Life Insurance (b)13,027
      
Subtotal measured at net asset value practical expedient$48,171
      
        
     Total Fair Value$49,770
      
        
Asset CategoryTotal Level 1 Level 2 Level 3
As of December 31, 2017       
  Other Types of Investments:       
      Mutual Funds - REITS (a)$777
 $777
 $
 $
Subtotal Fair Value$777
 $777
 $
 $
        
Measured at net asset value practical expedient (c):       
   Common/Collective Trust Funds (b):       
        Equity Securities - U.S.$13,572
      
        Equity Securities - International10,226
      
        Fixed Income13,726
      
   Company Owned Life Insurance (b)14,362
      
Subtotal measured at net asset value practical expedient$51,886
      
        
     Total Fair Value$52,663
      

(a)This category represents mutual fund investments. The mutual funds are actively traded on exchanges and price quotes for the shares are readily available. These mutual funds are classified as Level 1 investments.

(b)This category represents common/collective trust fund investments through a commingled employee benefit trust (excluding real estate). These commingled funds are not traded publicly; however, the majority of the underlying assets held in these funds are stocks and bonds that are traded on active markets and prices for these assets are readily observable.markets. Also included in these funds are interest rate swaps, asset backed securities, mortgage backed securities and other investments with observable market values. Holdings in these commingled funds are classified as Level 2 investments.

(b)This category represents mutual fund investments. The mutual funds are actively traded on exchanges and price quotes for the shares are readily available. These mutual funds are classified as Level 1 investments.

(c)This categoryalso represents Company-owned life insurance policies with a nationally known life insurance company. The value of these policies is backed by a series of common/collective trust funds held by the insurance carrier similarcarrier.

(c)Subsequent to category (a) above. Holdings in these insurance policies arethe issuance of SJI’s and SJG’s 2017 financial statements, management determined that certain investments classified as Level 2 investments.investments as of December 31, 2017 should have been excluded from the fair value hierarchy table and classified as “investments measured at net asset value practical expedient” as a result of adopting ASU 2015-07 on January 1, 2017.  As a result, the table above has been revised to reclassify these investments from Level 2 investments as of December 31, 2017 to investments measured at net asset value practical expedient.  The correction of this classification resulted in a decrease in previously reported Level 2 investments as of December 31, 2017 of $57.1 million for SJI and $51.9 million for SJG and an increase in the classified investments measured at net asset value practical expedient.  The correction of this classification had no effect on SJI’s and SJG’s financial statements.


FUTURE BENEFIT PAYMENTS - The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following years (in thousands):

SJI (includes SJG and all other consolidated subsidiaries):Pension Benefits Other Postretirement BenefitsPension Benefits Other Postretirement Benefits
2018$12,596
 $4,291
2019$13,535
 $4,380
$21,690
 $5,873
2020$14,180
 $4,499
$22,382
 $5,853
2021$14,851
 $4,503
$22,517
 $5,811
2022$15,937
 $4,513
$23,108
 $5,728
2023 - 2027$90,714
 $20,683
2023$23,883
 $5,561
2024 - 2028$122,192
 $24,069
SJG:Pension Benefits 
Other
Postretirement Benefits
Pension Benefits 
Other
Postretirement Benefits
2018$10,451
 $3,434
2019$11,349
 $3,587
$12,777
 $3,879
2020$11,917
 $3,710
$13,265
 $3,888
2021$12,495
 $3,726
$13,674
 $3,817
2022$13,489
 $3,752
$14,207
 $3,739
2023 - 2027$77,033
 $17,172
2023$14,788
 $3,639
2024 - 2028$79,003
 $15,444

CONTRIBUTIONS - SJI contributed $10.0 million to the pension plans in January 2017, of which SJG contributed $8.0 million. SJI and SJG did not make contributions to its employee pension plans in 2018 or 2016. SJI contributed $15.0 million to the pension plans in 2015, of which SJG contributed $12.0 million. Payments related to the unfunded SERP plan for SJI and SJG in 2018, 2017 and 2016 and 2015 were $2.7 million, $2.4 million $2.3 million and $2.0$2.3 million, respectively. SERP payments for SJI and SJG are expected to approximate $2.4$3.6 million in 2018.2019. Prior to the base rate case settlement in October 2017, SJG also had a regulatory obligation to contribute approximately $3.6 million annually to its other postretirement benefit plans’ trusts, less direct costs incurred. The recentOctober 2017 rate case settlement (see Note 11) allows SJG to modify the future requirement level up to a limit that represents full funding of its obligation and to the maximum tax deduction allowed.

As part of the Acquisition, SJI acquired the existing pension and other post-employment benefit plans.  The plans include a qualified defined benefit, trusteed, pension plan covering most eligible employees.  The qualified pension plan is funded in accordance with requirements of the ERISA.  The Company also provides certain non-qualified defined benefit and defined contribution pension plans for a selected group of the Company's management and highly compensated employees.  Benefits under these non-qualified pension plans are funded on a cash basis.  In addition,  the entities also have a postretirement benefit plan, which provides certain medical care and life insurance benefits for eligible retired employees through a postretirement benefit plan.  In 2018, SJI's Pension and Other Postretirement Benefits Liabilities balance was increased by $3.2 million, which is the fair value value of the acquired ETG and ELK Pension and Other Postretirement Benefits Liabilities at the time of the acquisition. The value of ETG and ELK's Pension and Other Postretirement Benefits Liabilities as of December 31, 2018 is $5.1 million.


DEFINED CONTRIBUTION PLAN - SJI and SJG offer an Employees' Retirementa Savings Plan (Savings Plan) to eligible employees.  For employees eligible for participation in the defined benefit pension plan, SJI and SJG match 50% of participants' contributions up to 6%of base compensation. For employees who are not eligible for participation in the defined benefit pension plans, SJI and SJG match 50% of participants' contributions up to 8% of base compensation. Employees not eligible for the pension plans also receive a year-end contribution of $1,500, if 10 or fewer years of service, or $2,000, if more than 10 years of service. The amount expensed and contributed for the matching provision of the Savings Plan for SJI approximated $2.63.3 million, , $2.3$2.6 million and $2.12.3 million for the years ended December 31, 20172018, 20162017 and 2015,2016, respectively, and $1.8 million, $1.6 million $1.3 million and $1.2$1.3 million for SJG for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively.


13.LINES OF CREDIT:
 
Credit facilities and available liquidity as of December 31, 20172018 were as follows (in thousands):

Company
Total Facility
Usage
Available Liquidity
Expiration Date 
Total Facility
Usage
Available Liquidity
Expiration Date
SJI:
 
 
 
  
 
 
 
 
Syndicated Revolving Credit Facility
$400,000

$251,000
(A)$149,000

August 2022(C)
SJI Syndicated Revolving Credit Facility
$400,000

$33,100
(A)$366,900

August 2022
Revolving Credit Facility
50,000

50,000



September 2019(D)
50,000

50,000



September 2019











 










Total SJI
450,000

301,000

149,000

  
450,000

83,100

366,900

 











 










SJG:
 
 
 
  
 
 
 
 







 






Commercial Paper Program/Revolving Credit Facility
200,000

52,800
(B)147,200

August 2022(E)
200,000

108,300
(B)91,700

August 2022
Uncommitted Bank Line
10,000



10,000

August 2018 
10,000




10,000

August 2019











 










Total SJG
210,000

52,800

157,200

  
210,000

108,300

101,700

 











        
ETG/ELK:       
ETG/ELK Revolving Credit Facility 200,000
 86,000
 114,000
 June 2020











Total
$660,000

$353,800

$306,200

  
$860,000

$277,400

$582,600

 

(A) Includes letters of credit outstanding in the amount of $6.6$6.1 million.

(B) Includes letters of credit outstanding in the amount of $0.8 million.

(C) In August 2017,On June 26, 2018, SJI (as a guarantor to ELK's obligation under this revolving credit agreement) and ETG and ELK (as Borrowers) entered into a five year, unsecured $400.0$200.0 million, two-year revolving credit agreement which is syndicated amongwith several banks. In connection with this agreement, SJI terminated its previous $400.0 millionlenders. The revolving credit agreement.

(D) In September 2017, SJI amendedagreement provides for the extension of credit to the Borrowers in a total aggregate amount of $200.0 million ($175.0 million for ETG; $25.0 million for ELK), in the form of revolving loans up to a full amount of $200.0 million, swingline loans in an unsecuredamount not to exceed an aggregate of $20.0 million and letters of credit in an amount not to exceed an aggregate of $50.0 million, each at the applicable interest rates specified in the revolving credit agreement. Subject to certain conditions set forth in the revolving credit agreement, ETG may increase the revolving credit facility for two years. Theup to a maximum aggregate amount of $50.0 million (for a total revolving facility now terminatesof up to $250.0 million). This facility contains one financial covenant, limiting the ratio of indebtedness to total capitalization (as defined in September 2019.the credit agreement) of each Borrower to not more than 0.70 to 1, measured at the end of each fiscal quarter. ETG and ELK were in compliance with this covenant at December 31, 2018. As of December 31, 2018, outstanding loans from this credit facility amount to $86.0 million.

(E) In August 2017,
The SJG entered into a five year, unsecured $200.0 million revolving credit agreement which is syndicated among several banks. In connection with this agreement, SJG terminated its previous $200.0 million revolving credit agreement.

The SJGand ETG/ELK facilities are restricted as to use and availability specifically to SJG;SJG and ETG/ELK, respectively; however, if necessary, the SJI facilities can also be used to support SJG’sthe liquidity needs.needs of SJG, ETG or ELK. All committed facilities contain one financial covenant limiting the ratio of indebtedness to total capitalization of the applicable borrowers (as defined in the respective credit agreements), measured on a quarterly basis. SJI, SJG, ETG and ELK were in compliance with these covenants as of December 31, 2018. Borrowings under these credit facilities are at market rates.

SJI's weighted average interest rate on these borrowings (which includes SJG and ETG), which changes daily, was 2.46%3.32%, 1.47%2.46% and 1.13%1.47% at December 31, 2018, 2017 2016 and 2015,2016, respectively. SJG's weighted average interest rate on these borrowings, which changes daily, was 1.88%2.96%, 0.97%1.88% and 0.66%0.97% at December 31, 2018, 2017 2016 and 2015,2016, respectively.

SJI's average borrowings outstanding under these credit facilities (which includes SJG)SJG and ETG/ELK), not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $276.7$265.5 million and $321.9$276.7 million, respectively. The maximum amounts outstanding under these credit facilities (which includes SJG)SJG and ETG/ELK), not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $373.8$497.0 million and $467.7$373.8 million, respectively.

SJG's average borrowings outstanding under its credit facilities, not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $17.6$86.0 million and $71.5$17.6 million, respectively. The maximum amount outstanding under these credit facilities, not including letters of credit, during the years ended December 31, 2018 and 2017 and 2016 were $110.1$177.0 million and $141.7$110.1 million, respectively.


The SJI and SJG principal credit facilities are provided by a syndicate of banks. In January 2018, the NPA for Senior Unsecured Notes issued by SJI, as well as the credit agreements with its syndicate of banks, were amended to reflect a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) to not more than 0.70 to 1, measured at the end of each fiscal quarter. For SJI, the equity units are treated as equity (as opposed to how they are classified on the consolidated balance sheet, as long-term debt) for purposes of the covenant calculation. Further, in the event that SJI receives less than $500.0 million of net cash proceeds from the issuance of equity or equity-linked securities, that financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) increases to not more than 0.75 to 1, measured at the end of each fiscal quarter, for a period of one year following the closing of the acquisition of ETG and containELK. SJI and SJG were in compliance with this covenant as of December 31, 2018. However, one SJG bank facility still contains a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective credit agreements) to not more than 0.70 to 1, measured at the end of each fiscal quarter. However, as of December 31, 2017, several bank facilities for both SJI and SJG, as well as Senior Unsecured Notes issued by SJI, still contained one financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective credit agreements)agreement) to not more than 0.65 to 1 measured at the end of each fiscal quarter. As a result, as of December 31, 2017, both SJI and SJG needed tomust ensure that the ratio of indebtedness to total capitalization (as defined in the respective credit agreements) didagreement) does not exceed 0.65 to 1. SJI and1, as measured at the end of each fiscal quarter. SJG wereis was in compliance with these covenantsthis covenant as of December 31, 2017. All of SJI's bank facilities and Senior Unsecured Notes were amended to the new ratio in January 2018.

SJG has a commercial paper program under which SJG may issue short-term, unsecured promissory notes to qualified investors up to a maximum aggregate amount outstanding at any time of $200.0 million.  The notes have fixed maturities which vary by note, but may not exceed 270 days from the date of issue. Proceeds from the notes are used for general corporate purposes.  SJG uses the commercial paper program in tandem with the new $200.0 million revolving credit facility and does not expect the principal amount of borrowings outstanding under the commercial paper program and the credit facility at any time to exceed an aggregate of $200.0 million.


14.LONG-TERM DEBT:

Outstanding Long-Term Debt at December 31 consisted of the following:
  2017 2016  2018 2017
Long-Term Debt (A):          
South Jersey Gas Company:     
SJG:     
First Mortgage Bonds: (B)          
4.657%Series due 2017 (C) 
 15,000
7.97%Series due 2018 10,000
 10,000
Series due 2018 (C) 
 10,000
7.125%Series due 2018 20,000
 20,000
Series due 2018 (C) 
 20,000
5.587%Series due 2019 10,000
 10,000
Series due 2019 10,000
 10,000
3.00%Series due 2024 (D) 50,000
 50,000
Series due 2024 (D) 50,000
 50,000
3.03%Series due 2024 (E) 35,000
 35,000
Series due 2024 (E) 35,000
 35,000
3.63%Series due 2025 (F) 7,273
 8,182
Series due 2025 (F) 6,364
 7,273
4.84%Series due 2026 (G) 15,000
 15,000
Series due 2026 (G) 15,000
 15,000
4.93%Series due 2026 (H) 45,000
 45,000
Series due 2026 (H) 45,000
 45,000
4.03%Series due 2027 45,000
 45,000
Series due 2027 (H) 45,000
 45,000
4.01%Series due 2030 (I) 50,000
 50,000
Series due 2030 (I) 42,000
 50,000
4.23%Series due 2030 30,000
 30,000
Series due 2030 30,000
 30,000
3.74%Series due 2032 (J) 35,000
 35,000
Series due 2032 (J) 35,000
 35,000
5.55%Series due 2033 32,000
 32,000
Series due 2033 32,000
 32,000
6.213%Series due 2034 10,000
 10,000
Series due 2034 10,000
 10,000
5.45%Series due 2035 10,000
 10,000
Series due 2035 10,000
 10,000
3.00%Series due 2047 (K) 200,000
 
Series due 2047 200,000
 200,000
Series A 2006 Bonds at variable rates due 2036 (L) 24,900
 24,900
SJG Term Facility (M) 200,000
 200,000
Series A 2006 Bonds at variable rates due 2036 (K) Series A 2006 Bonds at variable rates due 2036 (K) 24,900
 24,900
SJG Term Facility (L) SJG Term Facility (L) 
 200,000
SJG Term Loan (L) SJG Term Loan (L) 310,000
 
Total SJG Long-Term Debt Outstanding (S)Total SJG Long-Term Debt Outstanding (S) $829,173
 $645,082
Total SJG Long-Term Debt Outstanding (S) $900,264
 $829,173
Less SJG Current MaturitiesLess SJG Current Maturities (63,809) (215,909)Less SJG Current Maturities (18,909) (63,809)
Total SJG Long-Term Debt (S)Total SJG Long-Term Debt (S) $765,364
 $429,173
Total SJG Long-Term Debt (S) $881,355
 $765,364
        
Marina Energy LLC: (N)     
Series A 2001 Bonds at variable rates due 2031 $
 $20,000
Series B 2001 Bonds at variable rates due 2021 
 25,000
Series A 2006 Bonds at variable rates due 2036 
 16,400
South Jersey Industries:    
2.71%Series B 2012 Notes due 2017 (O) 
 16,000
3.05%Series due 2019 60,000
 60,000
3.05%Series due 2019 30,000
 30,000
3.05%Series due 2019 50,000
 50,000
3.46%Series C 2012 Notes due 2022 35,000
 35,000
3.22%Series due 2024 (P) 25,000
 
3.46%Series due 2027 (P) 25,000
 
SJI: SJI:    
3.30%Series due 2019 (T) 60,000
 60,000
3.30%Series due 2019 (T) 30,000
 30,000
3.30%Series due 2019 (T) 50,000
 50,000
3.71%Series C 2012 Notes due 2022 (T) 35,000
 35,000
3.47%Series due 2024 (T) 25,000
 25,000
3.71%Series due 2027 (T) 25,000
 25,000
3.57%Series 2017A-2 due 2025 (T) 25,000
 
3.81%Series 2017B-2 due 2028 (T) 25,000
 
3.43%Series 2018A due 2021 (M) (T) 90,000
 
4.07%Series 2018B due 2028 (M) (T) 80,000
 
4.17%Series 2018C due 2030 (M) (T) 80,000
 
Series Notes at variable rates due 2019 (Q)(N) Series Notes at variable rates due 2019 (Q)(N) 40,000
 40,000
Series Notes at variable rates due 2019 (Q)(N) 40,000
 40,000
Series Notes at variable rates due 2019 (Q)(N) Series Notes at variable rates due 2019 (Q)(N) 60,000
 60,000
Series Notes at variable rates due 2019 (Q)(N) 60,000
 60,000
South Jersey Industries Term Loan at variable rates due 2020 (R)(O) South Jersey Industries Term Loan at variable rates due 2020 (R)(O) 50,000
 50,000
South Jersey Industries Term Loan at variable rates due 2020 (R)(O) 50,000
 50,000
Total SJI Consolidated Long-Term Debt Outstanding (S) $1,204,173
 $1,047,482
Less SJI Consolidated Current Maturities (all at SJG) (63,809) (231,909)
Total SJI Consolidated Long-Term Debt (S) $1,140,364
 $815,573
Convertible Equity Units (M, P) Convertible Equity Units (M, P) 287,500
 
Series 2018D Notes at variable rates due 2019 (M, Q) Series 2018D Notes at variable rates due 2019 (M, Q) 475,000
 
ETG: ETG:    
First Mortgage Bonds, Series 2018A: (R) First Mortgage Bonds, Series 2018A: (R)    
4.02%Series 2018A-1 due 2028 50,000
 

4.22%Series 2018A-2 due 2033 55,000
 
4.29%Series 2018A-3 due 2038 150,000
 
4.37%Series 2018A-4 due 2048 200,000
 
4.52%Series 2018A-5 due 2058 75,000
 
Total SJI Consolidated Long-Term Debt Outstanding (S) $2,867,764
 $1,204,173
Less SJI Consolidated Current Maturities (733,909) (63,809)
Total SJI Consolidated Long-Term Debt (S) $2,133,855
 $1,140,364

(A)Long-term debt maturities for SJI for the succeeding five years are as follows (in thousands): 2018: $63,809; 2019: $458,909;$733,909; 2020: $67,909;$377,909; 2021: $27,909;$405,409; 2022: $66,084; and 2022: $66,084.2023: $40,084. Long-term debt maturities for SJG for the succeeding five years are as follows (in thousands): 2018: $63,809; 2019: $218,909;$18,909; 2020: $17,909;$327,909; 2021: $27,909; 2022: $31,084; and 2022: $31,084.2023: $40,084. Regarding the debt that is due within one year at SJI, the Company has intentions to either pay down or refinance this debt, see Note 1.

(B)In January 2017, SJG entered into a Supplemental Indenture Amending and Restating First Mortgage Indenture, (the “New Mortgage”), which amended and restated in its entirety that Indenture of Mortgage dated October 1, 1947. The New Mortgage provides for the issuance by SJG of bonds, notes or other securities that are secured by a lien on substantially all of the operating properties and franchises of SJG.

(C)In July 2017,2018, SJG redeemed at maturity $15.0retired $10.0 million of 4.657% Medium Term Notes (MTN's).7.97% MTN's, along with $20.0 million of 7.125% MTN's.

(D)SJG has $50.0 million of 3.00% MTN's, with $10.0 million due annually beginning September 2020 with the final payment due September 2024.

(E)SJG has $35.0 million of 3.03% MTN's, with $7.0 million due annually beginning November 2020 with the final payment due November 2024.

(F)SJG pays $0.9 million annually toward the principal amount of 3.63% MTN's, with the final payment to be made December 2025. As such, $0.9 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.

(G)SJG has $15.0 million of 4.84% MTN's, with $2.5 million due annually beginning March 2021 with the final payment due March 2026.

(H)SJG has $45.0 million of 4.93% MTN's, with $7.5 million due annually beginning June 2021 with the final payment due June 2026. SJG also has $45.0 million of 4.03% MTN's, with $9.0 million due annually beginning in December 2023 with the final payment due in December 2027.

(I)SJG has $50.0$42.0 million of 4.01% MTN's with several due dates, as follows: $8.0 million each due November 2018 and 2019; $2.0 million due November 2025; $3.0 million due November 2026; $8.0 million due November 2027; and $7.0 million each due November 2028, 2029 and 2030.

(J)SJG has $35.0 million of 3.74% MTN's, with $3.175 million due annually beginning April 2022 with final payment due April 2032.

(K)In January 2017, SJG issued $200.0 million aggregate principal amount of MTN's, Series E, 2017, due January 2047, with principal repayments beginning in 2025. The MTN's bear interest at an annual rate of 3.0% payable semiannually. Proceeds were used to pay down the $200.0 million multiple-draw term facility referenced in (M) below, which was set to expire in June 2017.

(L)These variable rate demand bonds bear interest at a floating rate that resets weekly. The interest rate as of December 31, 20172018 was 1.66%1.78%. Liquidity support on these bonds is provided under a separate letter of credit facility that expires in August 2018;2021; as such, these bonds are recorded in current portion of long-term debt on the consolidated balance sheets. These bonds contain no financial covenants.

(M)(L)SJG had a $200.0 million multiple-draw term facility offered by a syndicate of banks which was set to expire in June 2017. The total amount outstanding under this facility at December 31, 2016 was $200.0 million, which was classified in current portion of long-term debt on the consolidated balance sheets as it was due within one year. This facility bore interest at a floating rate based on LIBOR plus a spread determined by SJG's credit ratings. In January 2017, this facility was paid down using the $200.0 million MTN's referenced in (K) above. In January 2017, SJG entered into an unsecured, $200.0 million multiple-draw term loan credit agreement, ("Credit Agreement"on which SJG had borrowed the full $200.0 million as of December 31, 2017. In 2018, this was paid down, and in October 2018, SJG entered into an unsecured, $400.0 million term loan credit agreement (the “Credit Agreement”), which is syndicated among seveneight banks. Term loans under the Credit Agreement bear interest at a variable base rate or a variable LIBOR rate, at SJG's election. Under the Credit Agreement, SJGthe Company can borrow up to an aggregate of $200.0$400.0 million from time to time until July 2018, of which SJG borrowed $200.0 million during 2017.October 26, 2019. All loans under the Credit Agreement become due and payable on April 26, 2020. As of December 31, 2018, SJG borrowed $310.0 million.




(M)Proceeds from these debt issuances, which occurred in January 2019.the second quarter of 2018, were used to fund the Acquisition (see Notes 1 and 20).

(N)In May 2017, Marina voluntarily redeemed bonds issued byAt December 31, 2018, the New Jersey Economic Development Authority (NJEDA) in an aggregate principal amount of $61.4 million, as follows:  Thermal Energy Facilities Revenue Bonds (Marina Energy LLC - 2001 Project) Series A ($20.0 million); Thermal Energy Facilities Federally Taxable Revenue Bonds (Marina Energy LLC - 2001 Project) Series B ($25.0 million); and Thermal Energy Facilities Revenue Bonds (Marina Energy LLC Project) Series 2006A ($16.4 million).  In connection with the redemptions, separate related letter of credit reimbursement agreements were terminated (see Note 15)floating rate on these Senior Notes was 4.38%.

(O)In June 2017, SJI redeemed at maturity $16.0 million of 2.71% Senior Unsecured Notes.
(O)    At December 31, 2018, the floating rate on this Term Loan was 3.67%.

(P)In August 2017,April 2018, SJI entered intocompleted a note purchase agreement that providespublic offering of Equity Units for the issuancegross proceeds of an aggregate of $100.0$287.5 million of MTNs. Pursuant to the agreement, SJI issued $50.0 million aggregate principal amount of MTNs, consisting of (a) $25.0 million aggregate principal amount of 3.22% Senior Notes, Series 2017A-1, due August 2024, and (b) $25.0 million aggregate principal amount of 3.46% Senior Notes, Series 2017B-1, due August 2027. SJI issued the remaining $50.0 million of MTNs in January 2018 (see Note 19)6). As of December 31, 2018, these Equity Units were not converted into equity.

(Q)At December 31, 2017,2018, the floating rate on these Senior Notes was 3.01%3.76%.

(R)AtIn December 31, 2017,2018, ETG issued $530.0 million aggregate principal amount of its First Mortgage Bonds, Series 2018A, which were issued in five Tranches as shown in the floatingtable above. These bonds were issued under that First Mortgage Indenture dated as of July 2, 2018 between ETG and a Trustee, as supplemented by that First Supplement dated as of December 20, 2018, pursuant to a BPA dated as of December 20, 2018 between ETG and the purchasers named therein. The proceeds from the sale of these bonds were used to repay short-term indebtedness under a previous $530.0 million, 364-day term loan credit agreement dated as of June 26, 2018 among ETG (Borrower), SJI (Guarantor), the lenders party thereto and Bank of America, N.A., as Administrative Agent. Prior to repayment, the term loans bore interest at a variable base rate on this Term Loan was 2.29%.or a variable LIBOR at the election of the Company.

(S)Total SJI consolidated Long-Term Debt in the table above does not include unamortized debt issuance costs of $17.4$27.0 million and $7.6$17.4 million for the years ended December 31, 20172018 and 2016,2017, respectively. Total SJG Long-Term Debt in the table above does not include unamortized debt issuance costs of $7.3$6.8 million and $6.0$7.3 million for the years ended December 31, 2018 and 2017, and 2016, respectively.

(T)In July 2018, the interest rates on these senior notes increased 25 basis points per annum due to a rating fee provision included in the respective note purchase agreements. This rating fee provision was triggered upon the S&P downgrading SJI from BBB+ to BBB.

In October 2017,2019, SJI entered into a 364-day, $2.6 billion syndicated, committed Bridge Facilityprovided two separate Notices of Optional Prepayment to finance the acquisitionholders of its Floating Rate Senior Notes, Series 2018D, due June 20, 2019 of the assets of Elizabethtown Gas Company and Elkton Gas Company discussed in Note 1. In November 2017 and January 2018, asCompany’s intent to prepay a result of amendments to various outstanding debt agreements, SJI reduced the bridge commitments to $1.7 billion, or the amountportion of the purchase price for the assets SJI agreed to acquire. SJI incurred $10.4$475.0 million of debt issuance costs, which, net of $2.6 million of amortization, are included in the unamortized debt issuance costs disclosed in (S) above.aggregate principal amount outstanding. See Note 22.

15.COMMITMENTS AND CONTINGENCIES:

GAS SUPPLY CONTRACTS - In the normal course of business, SJG, SJRG and SJRGETG have entered into long-term contracts for natural gas supplies, firm transportation and gas storage service. The transportation and storage service agreements with interstate pipeline suppliers were made under FERC approved tariffs. SJRG's cumulative obligation for demand chargesSJG's and reservation fees paid to suppliers for these services is approximately $1.3 million per month. SJG'sETG's cumulative obligation for gas supply-related demand charges and reservation fees paid to suppliers for these services averages approximately $6.0$5.7 million and $4.1 million per month, respectively. and is recovered on a current basis through the BGSS. SJRG's cumulative obligation for demand charges and reservation fees paid to suppliers for these services averages approximately $1.3 million per month.  SJRG has also committed to purchase a minimum of 604,000 dts/d and up to 954,000832,500 dts/d of natural gas, from various suppliers, for terms ranging from threefour to ten years at index based prices.

ETG has an AMA with SJRG for transportation and storage capacity to meet natural gas demands. The AMA is valid through March 31, 2022. It also requires SJRG to pay minimum annual fees of $4.25 million to ETG and includes tiered margin sharing levels between ETG and SJRG (see Note 1).

SJI has entered into a TSA with Southern Company Gas whereby the latter will provide certain administrative and operational services through no later than January 31, 2020.

PENDING LITIGATION - SJI and SJG are subject to claims arising in the ordinary course of business and other legal proceedings. SJI has been named in, among other actions, certain gas supply and capacity management contract disputes and certain product liability claims related to our former sand mining subsidiary.


SJI is currently involved in a pricing dispute related to two long-term gas supply contracts. On May 8, 2017, a jury from the United States District Court for the District of Colorado returned a verdict in favor of the plaintiff supplier. On July 21, 2017, the court entered final judgment against SJG and SJRG. As a result of this ruling, SJG and SJRG have accrued, $20.4including interest, $22.1 million and $53.6$57.7 million, respectively, from the first quarter of 2017 through December 31, 2017.2018. We believe that the amount to be paid by SJG reflects a gas cost that ultimately will be recovered from SJG’s customers through adjusted rates. As such, this amountthe $22.1 million associated with SJG above was recorded as both an Accounts Payable and a reduction ofan increase in Regulatory LiabilitiesAssets on the consolidated balance sheets of both SJI and SJG as of December 31, 2017. The amount2018. Similarly, $57.7 million associated with SJRG was also recorded as an Accounts Payable on the consolidated balance sheets of SJI as of December 31, 2017,2018, with charges of $49.6$4.1 million to Cost of Sales - Nonutility on the consolidated statements of income of SJI for the year ended December 31, 2017.2018. SJI also recorded $4.0$1.0 million to Interest Charges on the consolidated statements of income for the year ended December 31, 2017.2018. In April 2018, SJI filed an appeal of this judgment which was heard by the Tenth Circuit on January 22, 2019; however, no decision on the appeal has been made at the time of filing this Report. SJI continues to dispute the supplier invoices received and has created a reserve to reflect the differences between the invoices and paid amounts. The plaintiff supplier filed a second related lawsuit against SJG and SJRG in the United States District Court for the District of Colorado on December 21, 2017, alleging that SJG and SJRG have continued to breach the gas supply contracts notwithstanding the judgment in the prior lawsuit.  The plaintiff supplier is seeking recovery of the amounts disputed by SJI since the earlier judgment, and a declaration regarding the price under the disputed contracts going forward until the contracts terminate in October 2019.  SJI moved to stayThe outcome of this lawsuit will be determined by the second lawsuit

outcome in the pending resolutionappeal of the post-judgment motions in the first lawsuit and any appeal of that lawsuit. All legal reserves related to this second lawsuit are recorded as part of the accrued amounts disclosed above.

SJI was involvedIn August 2018, the State of New Jersey filed a civil enforcement action against SJG and several other current and former owners of certain property in Atlantic City, NJ where SJG and its predecessors previously operated a dispute inmanufactured gas plant. The State of New Jersey is alleging damage to the Court of Common Pleas of Philadelphia relatedState's natural resources and seeking payment for damages to a three-year capacity management contractthose natural resources. SJG is working with a counterparty. The counterparty claimed that it was owed approximately $13.3 million, plus interest, from SJRG under a sharing credit withinlicensed state remediation professional to remediate the contract. SJI settled withsite. SJG is currently evaluating the counterparty for $9.5 million, which amount was recorded to Costmerits of Sales - Nonutility on SJI's consolidated statementsthe State of income forNew Jersey's allegations and, at this time, can provide no assessment of the year ended December 31, 2017. SJI made the payment in September 2017.claim or assurance regarding its outcome.

SJI was also involved in a tariff rate dispute with a counterparty, whereby SJI contended that the counterparty was overcharging for storage demand charges over a ten-year period. In November 2017, SJI received a favorable decision from the FERC on this matter, which resulted in a total pre-tax income impact of $9.3 million. Of this amount, $7.4 million related to the actual overcharges and was recorded as a decrease to Cost of Sales - Nonutility on the consolidated statements of income for the year ended December 31, 2017. The remaining $1.9 million related to interest income and was recorded in Other Income on the consolidated statements of income for the year ended December 31, 2017. SJI received payment from the counterparty in November 2017.

Liabilities related to claims are accrued when the amount or range of amounts of probable settlement costs or other charges for these claims can be reasonably estimated. For matters other than the disputes that are noted above, SJI has accrued approximately $3.0$3.2 million and $3.1$3.0 million related to all claims in the aggregate as of December 31, 20172018 and 2016,2017, respectively, of which SJG has accrued approximately $0.7$0.9 million and $0.6$0.7 million as of December 31, 20172018 and 2016,2017, respectively. Although SJI and SJG do not presently believe that these matters will have a material adverse effect on its business,their businesses, given the inherent uncertainties in such situations, SJI and SJG can provide no assurance regarding the outcome of litigation.

COLLECTIVE BARGAINING AGREEMENTS — Unionized personnel represent approximately 39%45% and 56%58% of SJI's and SJG's workforce at December 31, 2017,2018, respectively. SJI has collective bargaining agreements with unions that represent these employees: the International Brotherhood of Electrical Workers (IBEW)IBEW Local 12931293; IAM Local 76; and the International Association of Machinists and Aerospace Workers (IAM)UWUA Local 76.424.  SJG employees represented by the IBEW operate under a collective bargaining agreement that runs through February 2018, for which negotiations are still ongoing.2022. SJG's remaining unionized employees are represented by the IAM and operate under a collective bargaining agreement that runs through August 2021. ETG employees represented by the UWUA operate under a collective bargaining agreement that runs through November 2019.

GUARANTEES - As of December 31, 20172018, SJI, the parent company, has issued guarantees to third parties on behalf of its consolidated subsidiaries. These guarantees were issued to guarantee payment to third parties with whom SJI's consolidated subsidiaries have commodity supply contracts. As of December 31, 20172018, these guarantees support future firm commitments of SJI's consolidated subsidiaries and $95.7and$134.6 million of the Accounts Payable already recorded on SJI's consolidated balance sheet.

As of December 31, 2017,2018, SJI had issued $6.0$8.6 million of parental guarantees on behalf of an unconsolidated subsidiary. These guarantees generally expire within the next two years and were issued to enable the subsidiary to market retail natural gas.

STANDBY LETTERS OF CREDIT — As of December 31, 20172018, SJI provided $6.6$6.1 million of standby letters of credit through its revolving credit facility to enable SJE to market retail electricity and for various construction and operating activities. SJG provided a $0.8 million letter of credit under its revolving credit facility to support the remediation of environmental conditions at certain locations in SJG's service territory. SJG has provided $25.1 million of additional letters of credit under a separate facility outside of the revolving credit facility to support variable-rate demand bonds issued through the NJEDA to finance the expansion of SJG’s natural gas distribution system. In May 2017, Marina redeemed its variable-rate demand bonds and the related letters of credit reimbursement agreements, which totaled $62.3 million, were terminated (see Note 14).


ENVIRONMENTAL REMEDIATION COSTS — SJG incurred and recorded costs for environmental cleanup of 12 sites where SJG or its predecessors operated gas manufacturing plants.plants SJG stopped manufacturing gas in the 1950s. ETG is subject to environmental remediation liabilities associated with 6 former manufactured gas plant sites in New Jersey. These environmental remediation expenditures are recoverable from customers through rate mechanisms approved by the BPU. SJI and some of its nonutility subsidiaries also recorded costs for environmental cleanup of sites where SJF previously operated a fuel oil business and Morie maintained equipment, fueling stations and storage.

SJI successfully entered into settlements with all of its historic comprehensive general liability carriers regarding the environmental remediation expenditures at the SJG sites. Also, SJG had purchased a Cleanup Cost Cap Insurance Policy limiting the amount of remediation expenditures that SJG was required to make at 11 of its sites. This policy provided coverage up to $50.0 million, which was exhausted in 2012.


Since the early 1980s, SJI accrued environmental remediation costs of $490.7$627.1 million, of which $317.9$373.5 million was spent as of December 31, 2017.2018. The accrued amount includes the addition of ETG environmental remediation beginning with the date of the Acquisition (see Note 20 and ETG discussion below). SJG accrued environmental remediation costs of $473.3 million.$499.4 million, of which $301.6$351.4 million was spent as of December 31, 20172018.

The following table details the amounts expended and accrued for SJI's and SJG's environmental remediation during the last two years (in thousands):

SJI (includes SJG and all other consolidated subsidiaries):

2017 20162018 2017
Beginning of Year$155,013
 $126,623
$172,855
 $155,013
Accruals56,405
 60,713
58,706
 56,405
Expenditures(38,563) (32,323)(51,176) (38,563)
Opening Balance Sheet Adjustment (See Note 20)73,265
 
End of Year$172,855
 $155,013
$253,650
 $172,855

SJG:2017 20162018 2017
Beginning of Year$153,047
 $123,194
$171,696
 $153,047
Accruals55,814
 61,933
21,695
 55,814
Expenditures(37,165) (32,080)(45,320) (37,165)
End of Year$171,696
 $153,047
$148,071
 $171,696

The balances are segregated between current and noncurrent on the consolidated balance sheets under the captions Current Liabilities and Deferred Credits and Other Noncurrent Liabilities.

Management estimates that undiscounted future costs to clean up SJG's sites will range from $171.7$148.1 million to $284.1$253.7 million. Six of SJG's sites comprise the majority of these estimates, the sum of the six sites range from a low of $158.2$140.0 million to a high of $275.7$246.3 million. SJG recorded the lower end of this range as a liability because a single reliable estimation point is not feasible due to the amount of uncertainty involved in the nature of projected remediation efforts and the long period over which remediation efforts will continue. Recorded amounts include estimated costs based on projected investigation and remediation work plans using existing technologies. Actual costs could differ from the estimates due to the long-term nature of the projects, changing technology, government regulations and site-specific requirements. Significant risks surrounding these estimates include unforeseen market price increases for remedial services, property owner acceptance of remedy selection, regulatory approval of selected remedy and remedial investigative findings.
 
The remediation efforts at SJG's six most significant sites include the following:

Site 1 - Several interim remedial actions have been completed at the site. Steps remaining to remediate the balance of the site include selection of the remedial action, confirmation of regulatory compliance of the selected remedy, implementation of the approved remedy, long-term groundwater monitoring, and issuance of a Response Action Outcome.

Site 2 - Various remedial investigation activities have been completed at this site and a final site remedy has been approved by the regulatory authority. The remedial action is underway and preparation for the next step is ongoing. Remaining steps to remediate the site include completion of the remedial action, long-term groundwater monitoring, and issuance of a Response Action Outcome.

Site 3 - Various remedial investigation activities have been completed at this site and a final site remedy has been approved by the regulatory authority. Steps remaining to remediate the site include implementation of the approved remedy, long term groundwater monitoring, and issuance of a Response Action Outcome.

Site 4 - The remedial action approved by the regulatory authority is currently being implemented.  Remaining steps to remediate the site include post remediation groundwater monitoring, ongoing operation of the product recovery system, and issuance of a Response Action Outcome.

Site 5 - Remedial investigation activities have been completed at this site and a final site remedy has been proposed to the regulatory authority. Steps remaining to remediate the site include approval of the final remedy, implementation of the approved remedy, and issuance of a Response Action Outcome.


Site 6 - The remedial action to address impacted soil was completed in 2017. Steps remaining include long-term groundwater monitoring and issuance of a Response Action Outcome.
Management estimates that undiscounted future costs to clean up ETG's sites will range from $104.6 million to $189.8 million.
The remediation efforts at ETG's six sites include the following:

Site 1 - Remediation of soil and sediment has been completed and a Response Action Outcome has been received. No further efforts are needed at this time.

Site 2 - Several interim remedial actions have been completed at the site. Steps remaining to remediate the balance of the site include selection of the remedial action for the remaining areas, confirmation of regulatory compliance of the selected remedy, implementation of the approved remedy, long-term groundwater monitoring, and issuance of a Response Action Outcome.

Site 3 - Interim remedial actions have been completed at the site. Steps to remediate the balance of the site included selection of the remedial action for the remaining areas, confirmation of regulatory compliance of the selected remedy, implementation of the approved remedy, long-term groundwater monitoring, and issuance of a Response Action Outcome.

Site 4 - Soil remediation for the on-site portion of the work has been completed and unrestricted use closure documentation is expected in 2019. Steps remaining include investigation within a City owned park, remediation of any impacts found, and issuance of the appropriate closure documentation.

Site 5 - Soil remediation at the site has been completed. Steps remaining include long-term groundwater monitoring and issuance of a Response Action Outcome.

Site 6 - Various remedial investigation activities have been completed at the site and a final site remedy has been proposed to the regulatory authority. Remediation of offsite impacts to begin in 2019 and continue into 2020.

With Morie's sale in 1996, EMI assumed responsibility for environmental liabilities currently estimated between $0.5 million and $1.0$0.9 million. The information available on these sites is sufficient only to establish a range of probable liability and no point within the range is more likely than any other. Therefore, EMI has accrued the lower end of the range. Changes in the accrual are included in the statements of consolidated income under Loss from Discontinued Operations.

SJI and SJF estimate their potential exposure for the future remediation of five sites where fuel oil operations existed years ago to range from $0.6$0.5 million to $1.1$0.9 million. The lower end of this range has been recorded under Current Liabilities and Deferred Credits and Other Noncurrent Liabilities as of December 31, 2017.

ELIZABETHTOWN GAS AND ELKTON GAS PURCHASE AGREEMENTS — In connection with the acquisition of Elizabethtown Gas and Elkton Gas as disclosed in Note 1, the Company entered into purchase agreements with Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas (the "Seller"). The purchase agreements provide that the Seller and/or the Company may terminate the purchase agreements under certain circumstances, including (i) by mutual written consent of the Company and the Seller; (ii) by either the Company or the Seller for certain breaches of the purchase agreements that are not cured; (iii) by either the Company or the Seller if the transactions are not consummated on or before the date that is 12 months following the date of the purchase agreements, subject to a three month extension in certain circumstances; or (iv) by the Company or the Seller if any governmental entity has issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by the purchase agreements. If the purchase agreements are terminated under any of these circumstances, or approvals by the BPU or FERC are not obtained, the Company will be required to pay the Seller a termination fee of $80.5 million.2018.

16.DERIVATIVE INSTRUMENTS:

Certain SJI subsidiaries, including SJG, are involved in buying, selling, transporting and storing natural gas and buying and selling retail electricity for their own accounts as well as managing these activities for third parties. These subsidiaries are subject to market risk on expected future purchases and sales due to commodity price fluctuations. SJI and SJG use a variety of derivative instruments to limit this exposure to market risk in accordance with strict corporate guidelines.  These derivative instruments include forward contracts, swap agreements, options contracts and futures contracts.


As of December 31, 2017,2018, SJI and SJG had outstanding derivative contracts as follows:
SJI ConsolidatedSJGSJI ConsolidatedSJG
Derivative contracts intended to limit exposure to market risk to:  
Expected future purchases of natural gas (in MMdts)58.8
9.7
88.6
8.6
Expected future sales of natural gas (in MMdts)60.3
0.7
71.6
0.7
Expected future purchases of electricity (in MMmWh)2.6

1.7

Expected future sales of electricity (in MMmWh)2.1

1.3

  
Basis and Index related net purchase (sales) contracts (in MMdts)47.4
0.3
Basis and Index related net purchase/(sale) contracts (in MMdts)54.9
(1.1)

These contracts, which have not been designated as hedging instruments under GAAP, are measured at fair value and recorded in Derivatives - Energy Related Assets or Derivatives - Energy Related Liabilities on the consolidated balance sheets of SJI and SJG. For SJE and SJRG contracts, the net unrealized pre-tax gains (losses) for these energy-related commodity contracts are included with realized gains (losses) in Operating Revenues – Nonutility on the consolidated statements of income for SJI. These pre-tax gains (losses) gains were $34.5 million, $(13.7) million $26.9 million and $8.4$26.9 million for the years ended December 31, 2018, 2017 2016 and 2015,2016, respectively. For ETG's and SJG's contracts, the costs or benefits are recoverable through the BGSS clause, subject to BPU approval. As a result, the net unrealized pre-tax gains and losses for these energy-related commodity contracts are included with realized gains and losses in Regulatory Assets or Regulatory Liabilities on the consolidated balance sheets of both SJI (ETG and SJG) and SJG. As of December 31, 2018 and 2017, SJI had $4.1 million and 2016,$(2.1) million, respectively, and SJG had $2.1$3.3 million of unrealized losses and $4.4$(2.1) million, respectively, of unrealized gains respectively,(losses) included in its BGSS related to energy-related commodity contracts.

As part of its gas purchasing strategy, SJG uses financial contracts through SJRG to limit exposure to forward price risk. The costs or benefits of these short-term contracts are recoverable through SJG's BGSS clause, subject to BPU approval.

The retail gas operations of SJE transact commodities on a physical basis and typically does not directly enter into positions that financially settle. SJRG performs this risk management function for SJE and enters into the types of financial transactions noted above. The retail electric operations of SJE use forward physical and financial contracts to mitigate commodity price risk on fixed price electric contracts.

Management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in identifying, assessing and controlling various risks. Management reviews any open positions in accordance with strict policies to limit exposure to market risk.

SJI, including SJG, has also entered into interest rate derivatives to hedge exposure to increasing interest rates and the impact of those rates on cash flows of variable-rate debt. These interest rate derivatives, some of which had been designated as hedging instruments under GAAP, are measured at fair value and recorded in Derivatives - Other on the consolidated balance sheets. Hedge accounting has been discontinued prospectively for these derivatives. As a result, any unrealized gains and losses on these derivatives, that were previously included in Accumulated Other Comprehensive Loss (AOCL)AOCL on the consolidated balance sheets, are being recorded in earnings over the remaining life of the derivative.

In March 2017, SJI entered into a new interest rate derivative and amended the existing interest rate derivative linked to unrealized losses previously recorded in AOCL. SJI reclassified $2.4 million of pre-tax unrealized loss in AOCL to Interest Charges on the consolidated statements of income as a result of the prior hedged transactions being deemed probable of not occurring.

For SJG interest rate derivatives, the fair value represents the amount SJG would have to pay the counterparty to terminate these contracts as of those dates.

SJG previously used derivative transactions known as “Treasury Locks” to hedge against the impact on its cash flows of possible interest rate increases on debt issued in September 2005. The initial $1.4 million cost of the Treasury Locks has been included in AOCL and is being amortized over the 30-year life of the associated debt issue. As of December 31, 2017 and December 31, 2016, the unamortized balance was approximately $0.8 million and $0.9 million, respectively.

As of December 31, 20172018, SJI's active interest rate swaps were as follows:

Notional Amount
Fixed Interest Rate
Start Date
MaturityObligor
$20,000,000

3.049%
3/15/2017
3/15/2027SJI
$20,000,000

3.049%
3/15/2017
3/15/2027SJI
$10,000,000

3.049%
3/15/2017
3/15/2027SJI
$12,500,000

3.530%
12/1/2006
2/1/2036SJG
$12,500,000

3.430%
12/1/2006
2/1/2036SJG

The unrealized gains and losses on interest rate derivatives that are not designated as cash flow hedges are included in Interest Charges.Charges on the consolidated statements of income. However, for selected interest rate derivatives at SJG, management believes that, subject to BPU approval, the market value upon termination can be recovered in rates and, therefore, these unrealized losses have been included in Other Regulatory Assets in the consolidated balance sheets.
    

The fair values of all derivative instruments, as reflected in the consolidated balance sheets as of December 31, are as follows (in thousands):

SJI (includes SJG and all other consolidated subsidiaries):                
Derivatives not designated as hedging instruments under GAAP December 31, 2017 December 31, 2016 December 31, 2018 December 31, 2017
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Energy-related commodity contracts:                
Derivatives - Energy Related - Current $42,139
 $46,938
 $72,391
 $60,082
 $54,021
 $24,134
 $42,139
 $46,938
Derivatives - Energy Related - Non-Current 5,988
 6,025
 8,502
 4,540
 7,169
 7,256
 5,988
 6,025
Interest rate contracts:      
  
      
  
Derivatives - Other - Current 
 748
 
 681
 
 588
 
 748
Derivatives - Other - Noncurrent 
 9,622
 
 9,349
 
 7,285
 
 9,622
Total derivatives not designated as hedging instruments under GAAP $48,127
 $63,333
 $80,893
 $74,652
 $61,190
 $39,263
 $48,127
 $63,333
                
Total Derivatives $48,127
 $63,333
 $80,893
 $74,652
 $61,190
 $39,263
 $48,127
 $63,333

SJG:                
Derivatives not designated as hedging instruments under GAAP 2017 2016 December 31, 2018 December 31, 2017
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Energy-related commodity contracts:                
Derivatives – Energy Related – Current $7,327
 $9,270
 $5,434
 $1,372
 $5,464
 $2,146
 $7,327
 $9,270
Derivatives – Energy Related – Non-Current 5
 170
 373
 
 15
 43
 5
 170
Interest rate contracts:      
  
      
  
Derivatives - Other - Current 
 389
 
 386
 
 343
 
 389
Derivatives - Other - Non-Current 
 6,639
 
 6,979
 
 5,524
 
 6,639
Total derivatives not designated as hedging instruments under GAAP 7,332
 16,468
 5,807
 8,737
 5,479
 8,056
 7,332
 16,468
                
Total Derivatives $7,332
 $16,468
 $5,807
 $8,737
 $5,479
 $8,056
 $7,332
 $16,468

    

SJI and SJG enter into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. These derivatives are presented at gross fair values on the consolidated balance sheets.
As of December 31, 20172018 and 2016,2017, information related to these offsetting arrangements were as follows (in thousands):
As of December 31, 2017            
As of December 31, 2018            
Description Gross amounts of recognized assets/liabilities Gross amount offset in the balance sheet Net amounts of assets/liabilities in balance sheet Gross amounts not offset in the balance sheet Net amount Gross amounts of recognized assets/liabilities Gross amount offset in the balance sheet Net amounts of assets/liabilities in balance sheet Gross amounts not offset in the balance sheet Net amount
 Financial Instruments Cash Collateral Posted   Financial Instruments Cash Collateral Posted 
SJI (includes SJG and all other consolidated subsidiaries):
Derivatives - Energy Related Assets $48,127
 $
 $48,127
 $(24,849)(A)$
 $23,278
 $61,190
 $
 $61,190
 $(21,045)(A)$(7,252) $32,893
Derivatives - Energy Related Liabilities $(52,963) $
 $(52,963) $24,849
(B)$8,832
 $(19,282) $(31,390) $
 $(31,390) $21,045
(B)$
 $(10,345)
Derivatives - Other $(10,370) $
 $(10,370) $
 $
 $(10,370) $(7,873) $
 $(7,873) $
 $
 $(7,873)
SJG:                        
Derivatives - Energy Related Assets $7,332
 $
 $7,332
 $(208)(A)$
 $7,124
 $5,479
 $
 $5,479
 $(347)(A)$688
 $5,820
Derivatives - Energy Related Liabilities $(9,440) $
 $(9,440) $208
(B)$1,543
 $(7,689) $(2,189) $
 $(2,189) $347
(B)$
 $(1,842)
Derivatives - Other $(7,028) $
 $(7,028) $
 $
 $(7,028) $(5,867) $
 $(5,867) $
 $
 $(5,867)

As of December 31, 2016            
As of December 31, 2017            
Description Gross amounts of recognized assets/liabilities Gross amount offset in the balance sheet Net amounts of assets/liabilities in balance sheet Gross amounts not offset in the balance sheet Net amount Gross amounts of recognized assets/liabilities Gross amount offset in the balance sheet Net amounts of assets/liabilities in balance sheet Gross amounts not offset in the balance sheet Net amount
 Financial Instruments Cash Collateral Posted   Financial Instruments Cash Collateral Posted 
SJI (includes SJG and all other consolidated subsidiaries):
Derivatives - Energy Related Assets $80,893
 $
 $80,893
 $(38,809)(A)$(3,474) $38,610
 $48,127
 $
 $48,127
 $(24,849)(A)$
 $23,278
Derivatives - Energy Related Liabilities $(64,622) $
 $(64,622) $38,809
(B)$
 $(25,813) $(52,963) $
 $(52,963) $24,849
(B)$8,832
 $(19,282)
Derivatives - Other $(10,030) $
 $(10,030) $
 $
 $(10,030) $(10,370) $
 $(10,370) $
 $
 $(10,370)
SJG:                        
Derivatives - Energy Related Assets $5,807
 $
 $5,807
 $(6)(A)$(3,587) $2,214
 $7,332
 $
 $7,332
 $(208)(A)$
 $7,124
Derivatives - Energy Related Liabilities $(1,372) $
 $(1,372) $6
(B)$
 $(1,366) $(9,440) $
 $(9,440) $208
(B)$1,543
 $(7,689)
Derivatives - Other $(7,365) $
 $(7,365) $
 $
 $(7,365) $(7,028) $
 $(7,028) $
 $
 $(7,028)

(A) The balances at December 31, 20172018 and 20162017 were related to derivative liabilities which can be net settled against derivative assets.

(B) The balances at December 31, 20172018 and 20162017 were related to derivative assets which can be net settled against derivative liabilities.


The effect of derivative instruments on the consolidated statements of income for the year ended December 31 is as follows (in thousands):

Derivatives in Cash Flow Hedging Relationships under GAAP 2017 2016 2015  2018 2017 2016 
SJI (includes SJG and all other consolidated subsidiaries):              
Interest Rate Contracts:              
Losses reclassified from AOCL into income (a) $(2,524) $(333) $(551)  $(46) $(2,524) $(333) 
              
SJG:              
Interest Rate Contracts:              
Losses reclassified from AOCL into income (a) $(46) $(46) (46)  $(46) $(46) (46) 

(a) Included in Interest Charges

Derivatives Not Designated as Hedging Instruments under GAAP 2017 2016 2015 2018 2017 2016
SJI (no balances for SJG; includes all other consolidated subsidiaries):            
(Losses) gains on energy-related commodity contracts (a) $(13,667) $26,935
 $8,401
(Losses) gains on interest rate contracts (b) (677) 647
 96
Gains (losses) on energy-related commodity contracts (a) $34,509
 $(13,667) $26,935
Gains (losses) on interest rate contracts (b) 1,337
 (677) 647
            
Total $(14,344) $27,582
 $8,497
 $35,846
 $(14,344) $27,582

(a)  Included in Operating Revenues - Nonutility
(b)  Included in Interest Charges
    
Net realized gains (losses) associated with SJG’s energy-related financial commodity contracts of $0.7 million, $(3.0) million and $(9.1) million for the years ended 2017, 2016 and 2015, respectively, are not included in the above table. These contracts are part of SJG’s regulated risk management activities that serve to mitigate BGSS costs passed on to its customers. As these transactions are entered into pursuant to, and recoverable through, regulatory riders, any changes in the value of SJG’s energy-related financial commodity contracts are deferred in Regulatory Assets or Liabilities, as applicable, and there is no impact on earnings.

Certain of the Company’s derivative instruments contain provisions that require immediate payment or demand immediate and ongoing collateralization on derivative instruments in net liability positions in the event of a material adverse change in the credit standing of the Company. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on December 31, 2017, is $1.52018, was $1.0 million.  If the credit-risk-related contingent features underlying these agreements were triggered on December 31, 2017,2018, the Company would have been required to settle the instruments immediately or post collateral to its counterparties of approximately $0.6$0.2 million after offsetting asset positions with the same counterparties under master netting arrangements.

17.FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:

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

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

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

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


Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.
    
For financial assets and financial liabilities measured at fair value on a recurring basis, information about the fair value measurements for each major category is as follows (in thousands):


As of December 31, 2017Total Level 1 Level 2 Level 3
As of December 31, 2018Total Level 1 Level 2 Level 3
Assets              
SJI (includes SJG and all other consolidated subsidiaries):              
Available-for-Sale Securities (A)$36
 $36
 $
 $
$41
 $41
 $
 $
Derivatives – Energy Related Assets (B)48,127
 5,155
 21,869
 21,103
61,190
 9,955
 23,429
 27,806
$48,163
 $5,191
 $21,869
 $21,103
$61,231
 $9,996
 $23,429
 $27,806
SJG:              
Assets              
Derivatives – Energy Related Assets (B)$7,332
 $208
 $230
 $6,894
$5,479
 $348
 $126
 $5,005
$7,332
 $208
 $230
 $6,894
$5,479
 $348
 $126
 $5,005
              
SJI (includes SJG and all other consolidated subsidiaries):              
Liabilities              
Derivatives – Energy Related Liabilities (B)$52,963
 $10,687
 $24,283
 $17,993
$31,390
 $7,291
 $12,354
 $11,745
Derivatives – Other (C)10,370
 
 10,370
 
7,873
 
 7,873
 
$63,333
 $10,687
 $34,653
 $17,993
$39,263
 $7,291
 $20,227
 $11,745
              
SJG:              
Liabilities              
Derivatives – Energy Related Liabilities (B)$9,440
 $1,750
 $2,848
 $4,842
$2,189
 $1,035
 $1,077
 $77
Derivatives – Other (C)7,028
 
 7,028
 
5,867
 
 5,867
 
$16,468
 $1,750
 $9,876
 $4,842
$8,056
 $1,035
 $6,944
 $77

As of December 31, 2016Total Level 1 Level 2 Level 3
As of December 31, 2017Total Level 1 Level 2 Level 3
Assets              
SJI (includes SJG and all other consolidated subsidiaries):              
Available-for-Sale Securities (A)$32
 $32
 $
 $
$36
 $36
 $
 $
Derivatives – Energy Related Assets (B)80,893
 33,994
 11,814
 35,085
48,127
 5,155
 21,869
 21,103
$80,925
 $34,026
 $11,814
 $35,085
$48,163
 $5,191
 $21,869
 $21,103
              
SJG:              
Assets              
Derivatives – Energy Related Assets (B)$5,807
 $4,767
 $
 $1,040
$7,332
 $208
 $230
 $6,894
$5,807
 $4,767
 $
 $1,040
$7,332
 $208
 $230
 $6,894
              
SJI (includes SJG and all other consolidated subsidiaries):              
Liabilities              
Derivatives – Energy Related Liabilities (B)$64,622
 $16,502
 $22,070
 $26,050
$52,963
 $10,687
 $24,283
 $17,993
Derivatives – Other (C)10,030
 
 10,030
 
10,370
 
 10,370
 
$74,652
 $16,502
 $32,100
 $26,050
$63,333
 $10,687
 $34,653
 $17,993
              
SJG:              
Liabilities
              
Derivatives – Energy Related Liabilities (B)$1,372
 $6
 $1,252
 $114
$9,440
 $1,750
 $2,848
 $4,842
Derivatives – Other (C)7,365
 
 7,365
 
7,028
 
 7,028
 
$8,737
 $6
 $8,617
 $114
$16,468
 $1,750
 $9,876
 $4,842

(A) Available-for-Sale Securities include securities that are traded in active markets and securities that are not traded publicly.  The securities traded in active markets are valued using the quoted principal market close prices that are provided by the trustees and are categorized in Level 1 in the fair value hierarchy.  The remaining securities consist of funds that are not publicly traded.  These funds, which consist of stocks and bonds that are traded individually in active markets, are valued using quoted prices for similar assets and are categorized in Level 2 in the fair value hierarchy.

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

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


Level 3 valuation methods for natural gas derivative contracts include utilizing another location in close proximity adjusted for certain pipeline charges to derive a basis value. The significant unobservable inputs used in the fair value measurement of certain natural gas contracts consist of forward prices developed based on industry-standard methodologies. Significant increases (decreases) in these forward prices for purchases of natural gas would result in a directionally similar impact to the fair value measurement and for sales of natural gas would result in a directionally opposite impact to the fair value measurement. Level 3 valuation methods for electric represent the value of the contract marked to the forward wholesale curve, as provided by daily exchange quotes for delivered electricity. The significant unobservable inputs used in the fair value measurement of electric contracts consist of fixed contracted electric load profiles; therefore no change in unobservable inputs would occur. Unobservable inputs are updated daily using industry-standard techniques. Management reviews and corroborates the price quotations to ensure the prices are observable which includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration.

(C) Derivatives – Other are valued using quoted prices on commonly quoted intervals, which are interpolated for periods different than the quoted intervals, as inputs to a market valuation model. Market inputs can generally be verified and model selection does not involve significant management judgment.

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


SJI (includes SJG and all other consolidated subsidiaries):
TypeFair Value at December 31, 2017Valuation TechniqueSignificant Unobservable InputRange [Weighted Average]
Fair Value at December 31, 2018Valuation TechniqueSignificant Unobservable InputRange [Weighted Average]

AssetsLiabilities
AssetsLiabilities
Forward Contract - Natural Gas$13,519
$15,686
Discounted Cash Flow
Forward price (per dt)

$1.79 - $12.09 [$3.01](A)$20,706
$8,976
Discounted Cash Flow
Forward price (per dt)

$1.56 - $9.00 [$3.12](A)
Forward Contract - Electric$7,584
$2,307
Discounted Cash FlowFixed electric load profile (on-peak)36.36% - 100.00% [53.39%](B)$7,100
$2,769
Discounted Cash FlowFixed electric load profile (on-peak)0.00% - 100.00% [54.55%](B)
Fixed electric load profile (off-peak)0.00% - 63.64% [46.61%](B)Fixed electric load profile (off-peak)0.00% - 100.00% [45.45%](B)

TypeFair Value at December 31, 2016Valuation TechniqueSignificant Unobservable InputRange [Weighted Average]
Fair Value at December 31, 2017Valuation TechniqueSignificant Unobservable InputRange [Weighted Average]

AssetsLiabilities
AssetsLiabilities
Forward Contract - Natural Gas$23,301
$18,109
Discounted Cash Flow
Forward price (per dt)

$1.03 - $11.33 [$2.71](A)$13,519
$15,686
Discounted Cash Flow
Forward price (per dt)

$1.79 - $12.09 [$3.01](A)
Forward Contract - Electric$11,784
$7,941
Discounted Cash FlowFixed electric load profile (on-peak)21.43% - 100.00% [55.14%](B)$7,584
$2,307
Discounted Cash FlowFixed electric load profile (on-peak)36.36% - 100.00% [53.39%](B)
Fixed electric load profile (off-peak)0.00% - 78.57% [44.86%](B)Fixed electric load profile (off-peak)0.00% - 63.64% [46.61%](B)


SJG:

TypeFair Value at December 31, 2017Valuation TechniqueSignificant Unobservable InputRange [Weighted Average] Fair Value at December 31, 2018Valuation TechniqueSignificant Unobservable InputRange [Weighted Average] 
AssetsLiabilities AssetsLiabilities 
Forward Contract - Natural Gas$6,894
$4,842
Discounted Cash Flow
Forward price (per dt)

$2.42 - $6.67 [$5.25](A)$5,005
$77
Discounted Cash Flow
Forward price (per dt)

$3.13 - $6.00 [$4.53](A)

TypeFair Value at December 31, 2016Valuation TechniqueSignificant Unobservable InputRange [Weighted Average] Fair Value at December 31, 2017Valuation TechniqueSignificant Unobservable InputRange [Weighted Average] 
AssetsLiabilities AssetsLiabilities 
Forward Contract - Natural Gas$1,040
$114
Discounted Cash Flow
Forward price (per dt)

$3.25 - $6.33 [$5.09](A)$6,894
$4,842
Discounted Cash Flow
Forward price (per dt)

$2.42 - $6.67 [$5.25](A)

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

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

The changes in fair value measurements of Derivatives – Energy Related Assets and Liabilities at December 31, 20172018 and 2016,2017, using significant unobservable inputs (Level 3), are as follows (in thousands):

SJI (includes SJG and all other consolidated subsidiaries):
  Year Ended December 31, 2017
Balance at January 1, 2017 $9,035
   Other changes in fair value from continuing and new contracts, net 1,857
   Transfers in to/(out of) of Level 3 (A) (954)
   Settlements (6,828)
   
Balance at December 31, 2017 $3,110
  Year Ended December 31, 2018
Balance at January 1, 2018 $3,110
   Other changes in fair value from continuing and new contracts, net 14,418
   Settlements (1,467)
   
Balance at December 31, 2018 $16,061
 Year Ended December 31, 2016 Year Ended December 31, 2017
Balance at January 1, 2016 $(632)
Balance at January 1, 2017 $9,035
Other changes in fair value from continuing and new contracts, net 5,657
 1,857
Transfers in to/(out of) of Level 3 (A) 4,116
 (954)
Settlements (106) (6,828)
    
Balance at December 31, 2016 $9,035
Balance at December 31, 2017 $3,110



SJG:

  Year Ended December 31, 2017
Balance at January 1, 2017 $926
   Other changes in fair value from continuing and new contracts, net 2,258
   Transfers in to/(out of) of Level 3 (A) (206)
   Settlements (926)
   
Balance at December 31, 2017 $2,052
  Year Ended December 31, 2018
Balance at January 1, 2018 $2,052
   Other changes in fair value from continuing and new contracts, net 4,928
   Settlements (2,052)
   
Balance at December 31, 2018 $4,928

 Year Ended December 31, 2016 Year Ended December 31, 2017
Balance at January 1, 2016 $183
Balance at January 1, 2017 $926
Other changes in fair value from continuing and new contracts, net 926
 2,258
Transfers in to/(out of) of Level 3 (A) (206)
Settlements (183) (926)
    
Balance at December 31, 2016 $926
Balance at December 31, 2017 $2,052

(A) Transfers between different levels of the fair value hierarchy may occur based on the level of observable inputs used to value the instruments from period to period, and are assessed quarterly by management.  No transfers in or out of Level 3 occurred in 2018. During the year ended December 31, 2017, $1.0 million and $0.2 million of SJI's and SJG's net derivative assets, respectively, were transferred from Level 3 to Level 2, due to increased observability of market data. During the year ended December 31, 2016, $4.1 million of SJI's net derivative assets were transferred from Level 2 to Level 3, due to decreased observability of market data.

Total gains for 20172018 included in earnings for SJI for the year ended December 31, 20172018 that are attributable to the change in unrealized gains relating to those assets and liabilities included in Level 3 still held as of December 31, 2017,2018, are $1.9$14.4 million.  These gains are included in Operating Revenues-Nonutility on the consolidated statements of consolidated income.

18.    ACCUMULATED OTHER COMPREHENSIVE LOSS (AOCL):

The following table summarizes the changes in SJI's AOCL for the year ended December 31, 20172018 (in thousands):
Postretirement Liability Adjustment (A) Unrealized Gain (Loss) on Derivatives-Other (B) Unrealized Gain (Loss) on Available-for-Sale Securities (B) Other Comprehensive Income (Loss) of Affiliated Companies (B) TotalPostretirement Liability Adjustment (A) Unrealized Gain (Loss) on Derivatives-Other (A) Unrealized Gain (Loss) on Available-for-Sale Securities (A) Other Comprehensive Income (Loss) of Affiliated Companies (A) Total
Balance at January 1, 2017$(25,342) $(1,932) $(10) $(97) $(27,381)
Balance at January 1, 2018$(36,262) $(396) $(10) $(97) $(36,765)
Other comprehensive income before reclassifications(10,920) 
 
 
 (10,920)10,636
 
 
 
 10,636
Amounts reclassified from AOCL (C)(B)
 1,536
 
 
 1,536

 34
 
 
 34
Net current period other comprehensive income(10,920) 1,536
 
 
 (9,384)10,636
 34
 
 
 10,670
Balance at December 31, 2017$(36,262) $(396) $(10) $(97) $(36,765)
Balance at December 31, 2018$(25,626) $(362) $(10) $(97) $(26,095)

(A) Determined using a combined average statutory tax rate of 27%25% for 2017.2018.

(B) Determined using a combined average statutory tax rate of 39% for 2017.
(C) See table below.


The following table provides details about reclassifications out of SJI's AOCL for the year ended December 31, 20172018 (in thousands):

Amounts Reclassified from AOCL Affected Line Item in the Statements of Consolidated IncomeAmounts Reclassified from AOCL Affected Line Item in the Statements of Consolidated Income
For the Year Ended December 31, 2017 For the Year Ended December 31, 2018 
Unrealized Loss on Derivatives-Other - interest rate contracts designated as cash flow hedges$2,524
 Interest Charges$46
 Interest Charges
Income Taxes(988) Income Taxes (a)(12) Income Taxes (a)
$1,536
  $34
  

(a) Determined using a combined average statutory tax rate of 39%25%.

The following table summarizes the changes in SJG's AOCL for the year ended December 31, 20172018 (in thousands):

Postretirement Liability Adjustment (A) Unrealized Gain (Loss) on Derivatives-Other (B) TotalPostretirement Liability Adjustment (A) Unrealized Gain (Loss) on Derivatives-Other (A) Total
Balance at January 1, 2017(14,417) (517) $(14,934)
Balance at January 1, 2018(25,507) (490) $(25,997)
Other comprehensive loss before
reclassifications
(11,090) 
 (11,090)3,606
 
 3,606
Amounts reclassified from AOCL (C)(B)
 27
 27

 34
 34
Net current period other comprehensive loss(11,090) 27
 (11,063)3,606
 34
 3,640
Balance at December 31, 2017$(25,507) $(490) $(25,997)
Balance at December 31, 2018$(21,901) $(456) $(22,357)
          

(A) Determined using a combined average statutory tax rate of 27%25% for 2017.2018.

(B) Determined using a combined average statutory tax rate of 39% for 2017.
(C) See table below.

The following table provides details about reclassifications out of SJG's AOCL for the year ended December 31, 20172018 (in thousands):

Components of AOCLAmounts Reclassified from AOCL Affected Line Item in the Statements of IncomeAmounts Reclassified from AOCL Affected Line Item in the Statements of Income
For the Year Ended December 31, 2017 For the Year Ended December 31, 2018 
Unrealized Loss on Derivatives-Other - Interest Rate Contracts designated as cash flow hedges$46
 Interest Charges$46
 Interest Charges
Income Taxes(19) Income Taxes (a)(12) Income Taxes (a)
$27
 $34
 

(a) Determined using a combined average statutory tax rate of 39%25%.


19.    REVENUES:

At contract inception, SJI and SJG assess the goods and services promised in all of its contracts with customers, and identifies a performance obligation for each promise to transfer to a customer a distinct good or service.

As applicable for each revenue stream and customer contract type, SJI and SJG follow two approaches:

SJI and SJG have elected the Practical Expedient in ASC 606 for recognizing revenue on contracts with customers on a portfolio of performance obligations with similar characteristics, as we reasonably expect the effects of applying the guidance to the portfolio would not differ materially from applying it to individual contracts.

SJI and SJG apply the accounting guidance for recognizing revenue on contracts with customers on a series of distinct goods and services as one performance obligation, as long as the distinct goods and services are part of a series that are substantially the same and satisfied over time, and the same method would be used to measure progress towards satisfaction of the performance obligation. All performance obligations noted below under "Revenue Recognized Over Time" apply this guidance.


Below is a listing of all performance obligations that arise from contracts with customers, along with details on the satisfaction of each performance obligation, the significant payment terms, and the nature of the goods and services being transferred:

Revenue Recognized Over Time:
Reportable SegmentPerformance ObligationDescription
SJG Utility Operations; ETG Gas Utility Operations; ELK Gas Utility Operations;
Wholesale Energy Operations;
Retail Gas and Other Operations
Natural Gas
SJG, ETG and ELK sell natural gas to residential, commercial and industrial customers, and price is based on regulated tariff rates which are established by the BPU or the MPSC, as applicable. There is an implied contract with a customer for the purchase, delivery, and sale of gas, and the customer is billed monthly, with payment due within 30 days. SJRG sells natural gas to commercial customers at either a fixed quantity or at variable quantities based on a customer's needs. Payment is due on the 25th of each month for the previous month's deliveries. SJE previously sold natural gas to commercial, industrial and residential customers at fixed prices throughout the life of the contract, with the customer billed monthly and payment due within 30 days (SJE sold its Retail Gas Operations in November 2018; see Note 1). For all listed segments, revenue is currently being recognized over time based upon volumes delivered (i.e., unit of output) or through the passage of time ratablyas the customer uses natural gas, which represents satisfaction of the performance obligation.
SJG Utility Operations; Wholesale Energy OperationsPipeline transportation capacitySJG and SJRG sell pipeline transportation capacity on a wholesale basis to various customers on the interstate pipeline system and transport natural gas purchased directly from producers or suppliers to their customers. These contracts to sell this capacity are at a price, quantity and time period agreed to by both parties determined on a contract by contract basis. Payment is due on the 25th of each month for the previous month's deliveries. Revenue is currently being recognized over time based upon volumes delivered (i.e., unit of output) or through the passage of time ratably coinciding with the delivery of gas and the customer obtaining control, which represents satisfaction of the performance obligation.
Wholesale Energy OperationsFuel Management ServicesSJRG currently has eleven fuel supply management contracts where SJRG has acquired pipeline transportation capacity that allows SJRG to match end users, many of which are merchant generators, with producers looking to find a long-term solution for their supply. Natural gas is sold to the merchant generator daily based on its needs, with payment made either weekly or biweekly depending on the contract. Revenue is currently being recognized over time based upon volumes delivered (i.e., unit of output) coinciding with the delivery of gas and the customer obtaining control, which represents satisfaction of the performance obligation.
Retail Electric OperationsElectricitySJE sells electricity to commercial, industrial and residential customers at fixed prices throughout the life of the contract, with the customer billed monthly and payment due within 30 days. Revenue is currently being recognized over time based upon volumes delivered (i.e., unit of output) or through the passage of time ratably coinciding with the delivery of electricity and the customer obtaining control, which represents satisfaction of the performance obligation.
On-Site Energy ProductionSolarMarina has several wholly-owned solar projects that earn revenue based on electricity generated. The customer pays monthly as electricity is being generated, with payment due within 30 days. The performance obligation is satisfied as kwh's of energy are generated (i.e., unit of output), which is when revenue is recognized. As disclosed in Note 1, the majority of Marina's solar assets were sold as of December 31, 2018.
On-Site Energy ProductionMarina Thermal FacilityMarina has a contract with a casino and resort in Atlantic City, NJ to provide cooling, heating and emergency power. There are multiple performance obligations with this contract, including electric, chilled water and hot water, and each of these are considered distinct and separately identifiable, and they are all priced separately. These performance obligations are satisfied over time ratably as they are used by the customer, who is billed monthly. Payment is due within 30 days.
Table of Contents


Revenue Recognized at a Point in Time:
Reportable SegmentPerformance ObligationDescription
On-Site Energy ProductionSREC'sThe customer is billed based on a contracted amount of SREC's to be sold, with the price based on the market price of the SRECs at the time of generation. This does not represent variable consideration as the price is known and established at the time of generation and delivery to the customer. The performance obligation is satisfied at the point in time the SREC is delivered to the customer, which is when revenue is recognized. Payment terms are approximately 10 days subsequent to delivery. As disclosed in Note 1, SJI has entered into an agreement to sell SREC's generated to a third party; as a result, no revenue with customers from SREC agreements was recorded since this agreement was signed.

For all revenue streams listed above, revenue is recognized using the Practical Expedient in ASC 606 which allows an entity to recognize revenue in the amount that is invoiced, as long as that amount corresponds to the value to the customer ("Invoiced Practical Expedient"). SJI's and SJG's contracts with customers discussed above are at prices that are known to the customer at the time of delivery, either through a fixed contractual price or market prices that are established and tied to each delivery. These amounts match the value to the customer as they are purchasing and obtaining the good or service on the same day at the agreed-upon price. This eliminates any variable consideration in transaction price, and as a result revenue is recognized at this price at the time of delivery.

SJI and SJG have determined that the above methods provide a faithful depiction of the transfer of goods or services to the customer. For all above performance obligations, SJI's and SJG's efforts are expended throughout the contract based on seasonality and customer needs. Further, for various contracts among each performance obligation, SJI and SJG may have a stand ready obligation to provide goods or services on an as needed basis to the customer.

Because the Invoiced Practical Expedient is used for recognizing revenue, SJI and SJG further adopted the Practical Expedient in ASC 606 that allows both company's to not disclose additional information regarding remaining performance obligations.

SJI revenues from contracts with customers totaled $1.51 billion for the year ended December 31, 2018, respectively. SJG revenues from contracts with customers totaled $475.5 million for the year ended December 31, 2018, respectively. The SJG balance is a part of the SJG utility operations segment, and is before intercompany eliminations with other SJI entities. Revenues on the consolidated statements of income that are not with contracts with customers consist of (a) revenues from alternative revenue programs at the SJG, ETG and ELK utility operating segments (including CIP, AIRP, SHARP and WNC), and (b) both utility and nonutility revenue from derivative contracts at the SJG and ETG gas utility, wholesale energy, retail gas and retail electric operating segments.

SJI and SJG disaggregate revenue from contracts with customers into customer type and product line. SJI and SJG have determined that disaggregating revenue into these categories achieves the disclosure objective in ASC 606 to depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. Further, disaggregating revenue into these categories is consistent with information regularly reviewed by the CODM in evaluating the financial performance of SJI's operating segments. SJG only operates in the SJG Utility Operations segment. See Note 6 for further information regarding SJI's operating segments.


Disaggregated revenues from contracts with customers, by both customer type and product line, are disclosed below, by operating segment, for the year ended December 31, 2018 (in thousands):
           
Year Ended December 31, 2018
 SJG Utility OperationsETG Utility OperationsELK Utility OperationsWholesale Energy OperationsRetail Gas OperationsRetail Electric OperationsOn-site Energy ProductionAppliance Service OperationsCorporate Services and IntersegmentTotal
Customer Type:          
Residential$329,207
$82,763
$1,482


$29,762

$1,957

$445,171
Commercial & Industrial132,055
42,935
1,815
652,833
75,651
94,483
72,374

(24,392)1,047,754
OSS & Capacity Release11,536








11,536
Other2,699
2,949
65






5,713
 $475,497
$128,647
$3,362
$652,833
$75,651
$124,245
$72,374
$1,957
$(24,392)$1,510,174
Product Line:          
Gas$475,497
$128,647
$3,362
$652,833
$75,651



$(10,181)$1,325,809
Electric




124,245


(7,904)116,341
Solar





35,444

(6,307)29,137
CHP





30,473


30,473
Landfills





6,457


6,457
Other






1,957

1,957
 $475,497
$128,647
$3,362
$652,833
$75,651
$124,245
$72,374
$1,957
$(24,392)$1,510,174

The following table provides information about SJI's and SJG's receivables and unbilled revenue from contracts with customers (in thousands):
 Accounts Receivable (1)Unbilled Revenue (2)
SJI (including SJG and all other consolidated subsidiaries):
Beginning balance as of 1/1/18202,379
73,377
Ending balance as of 12/31/2018337,502
79,538
Increase (Decrease)135,123
6,161
SJG:  
Beginning balance as of 1/1/1878,571
54,980
Ending balance as of 12/31/2018101,572
43,271
Increase (Decrease)23,001
(11,709)

(1) Included in Accounts Receivable in the consolidated balance sheets. A receivable is SJI's and SJG's right to consideration that is unconditional, as only the passage of time is required before payment is expected from the customer. All of SJI's and SJG's Accounts Receivable arise from contracts with customers. The large increase in SJI's Accounts Receivable is due to the Acquisition.

(2) Included in Unbilled Revenues in the consolidated balance sheets. All unbilled revenue for SJI and SJG arises from contracts with customers. Unbilled revenue relates to SJI's and SJG's right to receive payment for commodity delivered but not yet billed. This represents contract assets that arise from contracts with customers, which is defined in ASC 606 as the right to payment in exchange for goods already transferred to a customer, excluding any amounts presented as a receivable. The unbilled revenue is transferred to accounts receivable when billing occurs and the rights to collection become unconditional. The change in unbilled revenues for the year ended December 31, 2018 is due primarily to the timing difference between SJI and SJG delivering the commodity to the customer and the customer actually receiving the bill for payment.



20.    BUSINESS COMBINATION

On July 1, 2018, the Company completed the Acquisition of ETG and ELK. The Company completed the Acquisition for total consideration of $1.74 billion in cash, inclusive of $40.3 million of certain net working capital adjustments. Of the total, $1.73 billion relates to the acquisition of ETG, while $10.9 million relates to the acquisition of the ELK. In the second quarter of 2018, the Company completed public equity offerings and issued long-term debt to help fund the Acquisition (see Notes 6 and 14, respectively). The Acquisition supports the Company’s strategy of earnings growth derived from high-quality, regulated utilities. Further, the Acquisition expands the Company’s customer base in the natural gas industry, which drives efficiencies by providing a greater operating scale.

Preliminary purchase price allocations

The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with GAAP, which includes GAAP for regulated operations. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net assets based on their estimated fair values. ETG's and ELK's regulated natural gas distribution operations are subject to rate-setting authorities of the BPU and the MPSC, respectively, which includes provisions in place that provide revenues to recover costs of service, including a carrying charge on most net assets and liabilities. Given the regulatory environment under which ETG and ELK operate, the historical book value of the assets acquired and liabilities assumed approximate fair value.

The Company has not finalized its valuation of certain assets and liabilities in connection with the Acquisition. As such, the estimated measurements recorded to date are subject to change and these changes, if any, could be material. Any changes will be recorded as adjustments to the fair value of those assets and liabilities and residual amounts will be allocated to goodwill. The final valuation adjustments may also require adjustment to the consolidated statements of operations and cash flows. The final determination of these fair values will be completed as soon as possible but no later than one year from the Acquisition date.

The preliminary purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed as of the acquisition date and is as follows:

(in thousands)ETG and ELK
Property, Plant and Equipment$1,089,342
Accounts Receivable45,875
Provision for Uncollectibles(6,579)
Natural Gas in Storage12,204
Materials and Supplies345
Other Prepayments and Current Assets200
Deferred Income Taxes21,024
Regulatory Assets136,213
Goodwill731,029
     Total assets acquired2,029,653
Accounts Payable13,089
Other Current Liabilities9,185
Environmental Remediation Costs - Current7,100
Pension and Other Postretirement Benefits3,213
Environmental Remediation Costs - Non Current66,165
Regulatory Liabilities189,509
Other1,107
     Total liabilities assumed289,368
          Total net assets acquired$1,740,285

Goodwill of $731.0 million arising from the Acquisition includes the potential synergies between ETG, ELK and the Company. The goodwill, of which $677.6 million is expected to be deductible for income tax purposes, was assigned to the ETG and ELK Utility Operations segments.

Conditions of approval

The Acquisition was subject to regulatory approval from the BPU and the MPSC. Approvals were obtained from both commissions, subject to various conditions. As a requirement for approval of the acquisition of ETG, the BPU mandated that the Company pay $15.0 million to existing ETG customers in the form of a one-time credit. As a requirement for approval of the acquisition of ELK, the MPSC mandated that the Company pay $0.3 million to existing ELK customers in the form of a one-time payout. See Note 10. Other key conditions of approval related to the acquisition include but are not limited to ETG filing a base rate case no later than June 2020.  Prior to its next base rate case, ETG will be required to maintain a capital structure that consists of no less than 46% common equity which excludes goodwill.  In December 2018, the Company successfully completed a refinancing related to ETG's $530.0 million 364-day term loan credit agreement to a long term permanent financing plan which was in accordance with the BPU stipulation, see Note 14 for further detail.

Consistent with acquisition approval, SJI was required to develop a plan, in concert with the BPU, to address the remaining aging infrastructure at ETG. In October 2018, ETG filed an IIP petition with the BPU seeking authorization to recover the costs associated with its proposed investment of approximately $518.0 million from 2019-2023 necessary to, among other things, replace its cast-iron and low-pressure vintage main and related services. The design of ETGs IIP includes a request for timely recovery of ETG's investment on a semi-annual basis through a separate rider recovery mechanism. A final decision from the BPU is anticipated in 2019.

Financial information of the acquirees

The amount of ETG and ELK revenues included in the Company's consolidated statement of income for the year ended December 31, 2018 was $128.9 million. The amount of ETG and ELK earnings included in the Company's consolidated statements of income for the year ended December 31, 2018 was a net loss of $5.2 million due to the seasonal nature of the business for the period owned and $15.3 million in payments to customers discussed under "Conditions to approval" above.

During the year ended December 31, 2018, the Company recorded $49.4 million of acquisition-related expenses directly related to the Acquisition, inclusive of the $15.3 million in payments to customers. ETG and ELK's net loss of $5.2 million included these customer payments, but the remaining portion of the acquisition-related expenses did not impact ETG and ELK's operating loss during 2018.

Supplemental unaudited disclosure of pro forma information

The following supplemental unaudited pro forma information presents the combined results of SJI, ETG, and ELK as if the Acquisition occurred on January 1, 2017. This supplemental unaudited pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the Acquisition occurred on January 1, 2017, nor is it indicative of any future results.

The pro forma results include adjustments for the financing impact of the Acquisition, along with the tax-related impacts. Other material non-recurring adjustments are reflected in the pro forma and described below:
(In thousands, except per share data) Year Ended December 31
  2018 2017
Revenues $1,829,823
 $1,555,124
Net (loss) income $74,770
 $(9,824)
Earnings (loss) per share $0.89
 $(0.11)

The supplemental unaudited pro forma net income for the year ended December 31, 2018 was adjusted to exclude $34.1 million of acquisition-related costs, which includes one-time regulatory approval costs, but excludes financing adjustments and recurring charges.

The supplemental unaudited pro forma net income for the year ended December 31, 2017 was adjusted to include $34.1 million of acquisition-related costs, which excludes financing adjustments and recurring charges.



21.    GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS:

GOODWILL - Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration paid or transferred over the fair value of identifiable net assets acquired. Goodwill is not amortized, but instead is subject to impairment testing on an annual basis, and between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount.

The Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year beginning with a qualitative assessment at the reporting unit level. The reporting unit level is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. Factors utilized in the qualitative analysis performed on goodwill in our reporting units include, among other things, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, company specific operating results and other relevant entity-specific events affecting individual reporting units.

In the absence of sufficient qualitative factors, goodwill impairment is determined using a two-step process. Step one identifies potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. The Company estimates the fair value of a reporting unit using a discounted cash flow analysis.  Management also considers other methods, which includes a market multiples analysis. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, but are not limited to, forecasts of future operating results, discount and growth rates, capital expenditures, tax rates, and projected terminal values. Changes in estimates or the application of alternative assumptions could produce significantly different results. If the fair value exceeds book value, goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, proceed to step two, which compares the implied fair value of the reporting unit's goodwill to the book value of the reporting unit goodwill. If the book value of goodwill exceeds the implied fair value, an impairment charge is recognized for the excess.

Total goodwill of $734.6 million and $3.6 million is recorded on the consolidated balance sheets as of December 31, 2018 and 2017, respectively. The increase was due to consideration transferred in excess of the fair value of the identifiable net assets acquired as a result of the Acquisition (see Note 20). Of the total $734.6 million balance as of December 31, 2018, $730.9 million is included in the ETG Utility Operations segment, $3.6 million is included in the On-Site Energy Production segment, and $0.1 million is included in the ELK Utility Operations segment. The $3.6 million balance as of December 31, 2017 was included in the On-Site Energy Production segment. SJG does not have any goodwill.

The Company performed its 2018 annual goodwill impairment assessment and concluded that the fair value of all reporting units containing goodwill exceeded their respective carrying values.

In connection with the 2017 annual goodwill impairment assessment, the Company performed a qualitative assessment over its business units and noted that as a result of the continuing cash flow losses incurred at the LFGTE's business unit, the two-step impairment test was necessary during 2017. Based on the results of the goodwill impairment test, the Company determined that the carrying value of the LFGTE's reporting unit was higher than the fair value, and accordingly, the Company recognized a pre-tax impairment charge of $1.3 million during the year ended December 31, 2017, recorded in Impairment Charges on the consolidated statements of income and included in the Company's On-Site Energy Production segment.

The Company concluded based on the results of the annual testing performed that, other than the impairment charges noted above, there were no other impairments identified for the years ended December 31, 2018 and 2017.

The following table summarizes the changes in goodwill for the years ended December 31, 2018 and 2017, respectively (in thousands):

 20182017
Beginning Balance, January 1$3,578
$4,838
Impairment of Goodwill
(1,260)
Goodwill from Acquisition756,247

Fair Value Adjustments During Measurement Period(25,218)
Ending Balance, December 31$734,607
$3,578


IDENTIFIABLE INTANGIBLE ASSETS - The primary identifiable intangible assets of the Company are customer relationships and the AMA (see Note 1). The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Considerations may include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives (finite-lived intangible assets) are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 2 to 20 years.

The cost of identifiable intangible assets of $28.1 million and $12.5 million are included in Other Noncurrent Assets on the consolidated balance sheets as of December 31, 2018 and 2017, respectively. The increase is attributable to the AMA purchased in July 2018 (see Note 1), partially offset by amortization recorded in 2018. In 2017, SJI recorded a $2.2 million pre-tax impairment charge specific to the LFGTE assets customer relationships, which was primarily driven by revised assumptions for decreased electric production and increased operating expenses, and was recorded in Impairment Charges on the consolidated statements of income, and in the Company's On-Site Energy Production segment. No impairment charges were recorded on identifiable intangible assets in 2018. SJG does not have any identifiable intangible assets.

19.22.SUBSEQUENT EVENTS:

InOn January 2018,15, 2019, SJI issuedsettled its equity forward sale agreement (see Note 6) by physically delivering 6,779,661 shares of common stock and receiving net cash proceeds of approximately $189.0 million. The forward price used to determine cash proceeds received by SJI at settlement was calculated based on the following MTN's: (a) $25.0initial forward sale price, as adjusted for underwriting fees, interest rate adjustments as specified in the equity forward agreement and any dividends paid on our common stock during the forward period.

On January 17, 2019, SJI provided Notice of Optional Prepayment to the holders of its Floating Rate Senior Notes, Series 2018D, due June 20, 2019 of the Company’s intent to prepay a portion of the $475.0 million aggregate principal amount outstanding. As a result, the Company paid $150.0 million on January 31, 2019. On February 6, 2019, SJI provided a second Notice of 3.32%Optional Prepayment to the holders of its Floating Rate Senior Notes, Series 2017A-2,2018D, due January 2025 and (b) $25.0June 20, 2019 of the Company's intent to prepay $125.0 million aggregate principal amount of 3.56% Senior Notes, Series 2017B-2, due January 2028.on February 22, 2019.

In January 2018,February 2019, the BPU issuedCompany entered into an Order directing the New Jersey utilities, including SJG, to submit filings by March 2, 2018, proposing the prospective change in rates as a result of Tax Reform, the method to return to customers the rate difference from January 1, 2018 through the effective dateextension of the rate change, andagreement to sell solar assets (see Note 1). This extension is to sell the method by whichmajority of the excess deferred taxes will be returnedremaining solar projects that did not previously satisfy conditions precedent to customers.





closing.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
To the stockholdersStockholders and the Board of Directors of South Jersey Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of South Jersey Industries, Inc. and subsidiaries (the "Company") as of December 31, 20172018 and 2016,2017, the related consolidated statements of income, comprehensive income, cash flows and changes in equity and comprehensive income for each of the three years in the period ended December 31, 2017,2018, and the related notes and the schedules listed in the Index at Item 15(a)2 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172018 and 2016,2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2018, in conformity with accounting principles generally accepted in the United States of America.
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 December 31, 2017,2018, 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 February 23, 2018,27, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


 


/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 26, 201827, 2019

We have served as the Company's auditor since 1948.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholder and the Board of Directors of South Jersey Gas Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of South Jersey Gas Company (the "Company") as of December 31, 20172018 and 2016,2017, the related statements of income, comprehensive income, cash flows and changes in common equity and comprehensive income for each of the three years in the period ended December 31, 2017,2018, and the related notes and the schedule listed in the Index at Item 15(a)2 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172018 and 2016,2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 26, 201827, 2019

We have served as the Company's auditor since 1948.



Quarterly Financial Data (Unaudited)
(Summarized quarterly results of SJI's and SJG's operations, in thousands except for per share amounts)
 2017 Quarter Ended 2016 Quarter Ended 2018 Quarter Ended 2017 Quarter Ended
SJI (includes SJG and all other consolidated subsidiaries): March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31
Operating Revenues $425,829
 $244,374
 $227,127
 $345,738
 $333,035
 $154,402
 $219,082
 $329,981
 $521,945
 $227,330
 $302,480
 $589,583
 $425,829
 $244,374
 $227,127
 $345,738
Expenses:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Cost of Sales - (Excluding depreciation) 287,143
 179,684
 168,815
 210,585
 152,975
 98,340
 142,988
 186,684
 283,068
 145,796
 233,112
 393,432
 287,143
 179,684
 168,815
 210,585
Operations, Impairment Charges and Maintenance Including Fixed Charges 85,675
 78,681
 122,617
 152,990
 73,042
 71,034
 69,410
 77,858
Operations, Impairment Charges, Net Gains on Sale of Assets, Depreciation and Maintenance Including Fixed Charges (See Note 1) 92,540
 208,384
 131,899
 133,121
 84,496
 77,504
 121,439
 152,091
Income Taxes 21,870
 (5,544) (24,765) (16,498) 39,267
 (7,189) 2,807
 19,266
 36,415
 (31,972) (16,649) 12,767
 21,870
 (5,544) (24,765) (16,498)
Energy and Other Taxes 2,071
 1,551
 1,517
 1,348
 1,925
 1,243
 1,449
 1,725
 2,439
 1,243
 2,595
 3,260
 2,071
 1,551
 1,517
 1,348
Total Expenses 396,759
 254,372
 268,184
 348,425
 267,209
 163,428
 216,654
 285,533
 414,462
 323,451
 350,957
 542,580
 395,580
 253,195
 267,006
 347,526
Other Income and Expense 8,677
 2,386
 3,509
 6,696
 2,361
 4,228
 7,236
 1,560
Other Income and Expense (See Note 1) 3,823
 2,328
 2,835
 (971) 7,498
 1,209
 2,331
 5,797
Income (Loss) from Continuing Operations 37,747
 (7,612) (37,548) 4,009
 68,187
 (4,798) 9,664
 46,008
 111,306
 (93,793) (45,642) 46,032
 37,747
 (7,612) (37,548) 4,009
Loss from Discontinued Operations - (Net of tax benefit) (30) (47) (45) 36
 (118) (29) (29) (75) (66) (26) (43) (105) (30) (47) (45) 36
Net Income (Loss) $37,717
 $(7,659) $(37,593) $4,045
 $68,069
 $(4,827) $9,635
 $45,933
 $111,240
 $(93,819) $(45,685) $45,927
 $37,717
 $(7,659) $(37,593) $4,045
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Basic Earnings Per Common Share:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Continuing Operations $0.47
 $(0.10) $(0.47) $0.05
 $0.96
 $(0.06) $0.12
 $0.58
 $1.40
 $(1.12) $(0.53) $0.54
 $0.47
 $(0.10) $(0.47) $0.05
Discontinued Operations 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Common Share $0.47
 $(0.10) $(0.47) $0.05
 $0.96
 $(0.06) $0.12
 $0.58
 $1.40
 $(1.12) $(0.53) $0.54
 $0.47
 $(0.10) $(0.47) $0.05
Average Shares of Common Stock Outstanding - Basic 79,519
 79,534
 79,539
 79,549
 71,127
 75,298
 79,478
 79,478
 79,595
 84,080
 85,506
 85,506
 79,519
 79,549
 79,549
 79,549
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Diluted Earnings Per Common Share:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Continuing Operations $0.47
 $(0.10) $(0.47) $0.05
 $0.95
 $(0.06) $0.12
 $0.58
 $1.40
 $(1.12) $(0.53) $0.53
 $0.47
 $(0.10) $(0.47) $0.05
Discontinued Operations 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Common Share $0.47
 $(0.10) $(0.47) $0.05
 $0.95
 $(0.06) $0.12
 $0.58
 $1.40
 $(1.12) $(0.53) $0.53
 $0.47
 $(0.10) $(0.47) $0.05
Average Shares of Common Stock Outstanding - Diluted 79,641
 79,670
 79,539
 79,705
 71,416
 75,298
 79,635
 79,643
 79,724
 84,080
 85,506
 86,389
 79,641
 79,549
 79,549
 79,705
                                
 2017 Quarter Ended 2016 Quarter Ended 2018 Quarter Ended 2017 Quarter Ended
SJG: March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31 March 31 June 30 Sept. 30 Dec. 31
Operating Revenues $196,814
 $83,251
 $66,755
 $170,434
 $187,766
 $68,762
 $62,025
 $142,502
 $234,459
 $76,801
 $56,371
 $180,369
 $196,814
 $83,251
 $66,755
 $170,434
Expenses:                                

Cost of Sales (excluding depreciation) 72,424
 33,644
 29,499
 68,865
 69,303
 19,997
 26,395
 58,695
 89,808
 19,379
 16,079
 84,383
 72,424
 33,644
 29,499
 68,865
Operations and Maintenance Including Fixed Charges 48,327
 46,656
 47,456
 54,872
 46,450
 42,826
 41,303
 47,886
Operations, Depreciation and Maintenance Including Fixed Charges (See Note 1) 57,323
 55,480
 53,239
 63,386
 47,748
 46,077
 46,877
 54,221
Income Taxes 29,911
 1,431
 (3,688) 18,046
 27,404
 1,415
 (2,007) 12,554
 21,836
 482
 (2,818) 6,913
 29,911
 1,431
 (3,688) 18,046
Energy and Other Taxes 1,295
 872
 865
 697
 1,027
 560
 838
 1,195
 1,255
 498
 988
 1,505
 1,295
 872
 865
 697
Total Expenses 151,957
 82,603
 74,132
 142,480
 144,184
 64,798
 66,529
 120,330
 170,222
 75,839
 67,488
 156,187
 151,378
 82,024
 73,553
 141,829
Other Income and Expense 1,621
 1,618
 1,606
 1,630
 836
 1,079
 1,189
 727
Other Income and Expense (See Note 1) 2,510
 607
 2,141
 (573) 1,042
 1,039
 1,027
 979
Net Income (Loss) $46,478
 $2,266
 $(5,771) $29,584
 $44,418
 $5,043
 $(3,315) $22,899
 $66,747
 $1,569
 $(8,976) $23,609
 $46,478
 $2,266
 $(5,771) $29,584
The sum of the quarters for basic and diluted earnings per common share for 20162018 does not equal the year's total due to the impact of the equity offering on the average shares of common stock outstanding (see Note 6). The sum of the quarters for basic and diluted earnings per common share for 2017 may not equal the year's total due to rounding.
NOTE:Because of the seasonal nature of the business and the volatility from energy-related derivatives, statements for the 3-month periods are not indicative of the results for a full year.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of each of SJI and SJG, with the participation of their respective principal executive officers and principal financial officers, evaluated the effectiveness of the design and operation of SJI''s and SJG's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 20172018. Based on that evaluation, the principal executive officer and principal financial officer of each of SJI and SJG concluded that the disclosure controls and procedures employed at SJI and SJG, respectively, are effective.

Management's Report on Internal Control over Financial Reporting

The management of each of SJI and SJG are responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rule 13a-15(f). The internal control system of each of SJI and SJG is designed to provide reasonable assurance to its management and board of directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of management, including each company's principal executive officer and principal financial officer, each of SJI and SJG conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our evaluation under that framework, management concluded that each company's internal control over financial reporting was effective as of December 31, 20172018.

The effectiveness of each company'sSJI's internal control over financial reporting as of December 31, 20172018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included underin this Item 9A.annual report on Form 10-K.

Changes in Internal Control over Financial Reporting

On July 1, 2018, SJI completed the acquisition of ETG and ELK. See Note 20 - Business Combinations in the Notes to the Consolidated Financial Statements for additional information. Under the guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period of up to one year following an acquisition while integrating the acquired company. SJI is in the process of integrating ETG and ELK into its

internal control over financial reporting structure. As a result of these integration activities, certain controls will be evaluated and may be changed. The operations of ETG and ELK represented 36% of SJI's consolidated assets and 8% of SJI's consolidated revenues as of and for the year ended December 31, 2018. There hashave not been any changechanges in theSJI’s internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act, of either SJI or SJG, during the fiscal quarter ended December 31, 20172018, that has materially affected, or is reasonably likely to materially affect, such company'sSJI’s internal control over financial reporting.

Item 9B. Other Information

NoneOn June 27, 2018, the Company, through its wholly-owned subsidiary, Marina, entered into a series of agreements whereby Marina agreed to sell its portfolio of solar energy assets (the “Transaction”) to a third-party buyer, GSRP Project Holdings I, LLC (“Buyer”). To facilitate the Transaction, Marina and Buyer entered into an Asset Purchase Agreement, dated as of June 27, 2018 (the “Purchase Agreement”), pursuant to which Marina agreed to sell its distributed solar energy projects located across New Jersey, Maryland, Massachusetts and Vermont (the “Projects”). See Note 1 to the consolidated financial statements.

On February 27, 2019, Marina and Buyer entered into an amendment to the purchase agreement (the “Amendment”). The Amendment extends the purchase and sale commitment period for the majority of the remaining solar projects that did not satisfy conditions precedent to closing prior to the original end date and adjusts the purchase prices for those projects to account for the extension of the commitment period..

A copy of the Amendment is filed as Exhibit (2)(b)(iii) to this Annual Report on Form 10-K and is incorporated by reference into this Item 9B. The foregoing summary of the Amendment is qualified in its entirety by reference to the text of such document filed herewith.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the stockholdersStockholders and the Board of Directors of South Jersey Industries, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of South Jersey Industries, Inc. and subsidiaries (the “Company”) as of December 31, 2017,2018, 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 Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2017,2018, of the Company and our report dated February 23, 2018,27, 2019, expressed an unqualified opinion on those consolidated financial statements and financial statement schedules.
As described in Management's Report on Internal Controls over Financial Reporting, management excluded from its assessment the internal control over financial reporting the acquired Elizabethtown Gas Company and Elkton Gas Company businesses which were acquired on July 1, 2018 and whose financial statements constitute 36% of total assets, 8% of operating revenues of the consolidated financial statements amounts at and for the year ended December 31, 2018. Accordingly, our audit did not include the internal control over financial reporting at Elizabethtown Gas Company and Elkton Gas Company businesses.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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
Philadelphia, Pennsylvania
February 26, 201827, 2019


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PART III

Item 10. Directors, Executive Officers and Corporate Governance
 
Information concerning Directors may be found under the captions “Director Elections”, “Director Nominees”, “Directors and Management”, “Security Ownership”, "Meetings of the Board of Directors and its Committees", and “The Board of Directors” in our definitive proxy statement for our 20182019 Annual Meeting of Shareholders (the “2018“2019 Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year. Information concerning the members of the Company's Audit Committee and the Company's Audit Committee Financial Expert is also incorporated by reference to the 20182019 Proxy Statement under the captions "Meetings of the Board of Directors and its Committees," “Audit Committee,” and “Audit Committee Report.” Such information is incorporated herein by reference. Information required by this item relating to the executive officers of SJI is set forth in Item 4-A of this Report.

Code of Ethics

The Company has adopted a Code of Ethics for its Principal Executive, Financial and Accounting Officers. It is available on SJI's website, www.sjindustries.com, by clicking “Investors” and then “Corporate Governance.” We will post any amendment to or waiver of the Code to our website.

Item 11. Executive Compensation

Information concerning executive compensation may be found under the caption “Compensation Discussion & Analysis” of our 20182019 Proxy Statement. Such information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information in our 20182019 Proxy Statement set forth under the caption “Security Ownership” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information in our 20182019 Proxy Statement set forth under the caption “The Board of Directors” and “Certain Relationships” is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information in our 20182019 Proxy Statement set forth under the caption “Audit Committee Report” is incorporated herein by reference.

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PART IV
 
Item 15. Exhibits and Financial Statement Schedules

(a)Listed below are all financial statements and schedules filed as part of this Report:
 
1 - The consolidated financial statements and notes to consolidated financial statements together with the reports thereon of Deloitte & Touche LLP, dated February 26, 201827, 2019, are filed as part of this Report under Item 8 - Financial Statements and Supplementary Data.
 
2 - Supplementary Financial Information

Information regarding selected quarterly financial data can be found on page 147161 of this Report.

Schedule I - Supplemental Schedules as of December 31, 20172018 and 20162017 and for the three years ended December 31, 2018, 2017, and 2016 and 2015 (page 160)177).

Reports of Independent Registered Public Accounting Firm of Deloitte & Touche LLP (page 159)176).

Schedule II - Valuation and Qualifying Accounts (page 164)181).

All schedules, other than that listed above, are omitted because the information called for is included in the financial statements filed or because they are not applicable or are not required.
 
(b)List of Exhibits (Exhibit Number is in Accordance with the Exhibit Table in Item 601 of Regulation S-K).


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Exhibit Number Description Reference
     
Common Stock Underwriting Agreement, dated as of April 18, 2018, for SJI.Incorporated by reference from Exhibit 1.1 of Form 8-K of SJI as filed April 23, 2018.
Equity Units Underwriting Agreement, dated as of April 18, 2018, for SJI.Incorporated by reference from Exhibit 1.2 of Form 8-K of SJI as filed April 23, 2018.
 
Asset Purchase Agreement, dated as of October 15, 2017, by and between Pivotal Utility Holdings, Inc. and South Jersey Industries, Inc.

 Incorporated by reference from Exhibit 2.1 of Form 8-K of SJI as filed October 16, 2017.
Asset Purchase Agreement, dated as of June 27, 2018, by and between Marina and GSRP Project Holdings I, LLC.Incorporated by reference from Exhibit 2.1 of Form 8-K of SJI as filed July 3, 2018.
Solar Renewable Energy Certificate Purchase and Sale Agreement, dated as of June 27, 2018, by and between Marina and GSRP Project Holdings I, LLC.Incorporated by reference from Exhibit 2.2 of Form 8-K of SJI as filed July 3, 2018.
Fifth Amendment Asset Purchase Agreement dated as of February 27, 2019 by and between Marina and GSRP Project Holdings I, LLC (filed herewith).
     
 Certificate of Incorporation of South Jersey Industries, Inc., dated November 10, 1969. Incorporated by reference from Exhibit 3.1 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated April 21, 1983. Incorporated by reference from Exhibit 3.2 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated April 19, 1984. Incorporated by reference from Exhibit 3.3 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated April 23, 1987. Incorporated by reference from Exhibit 3.4 of Form 8-K of SJI as filed May 10, 2016.
South Jersey Industries, Inc.
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 Certificate of Amendment of the Certificate of Incorporation of SJI, dated October 7, 1996. Incorporated by reference from Exhibit 3.6 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated May 5, 2005. Incorporated by reference from Exhibit 3.7 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated April 28, 2009. Incorporated by reference from Exhibit 3.8 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated June 2014. Incorporated by reference from Exhibit 3.9 of Form 8-K of SJI as filed May 10, 2016.
     
 Certificate of Amendment of the Certificate of Incorporation of SJI, dated February 27, 2015. Incorporated by reference from Exhibit 3.10 of Form 8-K of SJI as filed May 10, 2016.
     

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 Certificate of Incorporation of South Jersey Gas Company. Incorporated by reference from Exhibit 3(a) of Form 10-K of SJG as filed March 26, 1997.
     
 Bylaws of South Jersey Industries, Inc. as amended and restated through April 21, 2017. Incorporated by reference from Exhibit 3.2(ii) of Form 8-K of SJI as filed April 24, 2017.
     
 Bylaws of South Jersey Gas Company as amended and restated through April 21, 2017. Incorporated by reference from Exhibit 3.2(ii) of Form 8-K of SJG as filed April 24, 2017.
     
 Form of Stock Certificate for common stock. Incorporated by reference from Exhibit 4.9 of Form 8-K of SJI as filed April 23, 2018.
Junior Subordinated Indenture, dated as of April 23, 2018, for SJI.Incorporated by reference from Exhibit 4.1 of Form S-38-K of SJI as filed May 10, 2016 (333-211259).April 23, 2018.
First Supplemental Indenture, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.2 of Form 8-K of SJI as filed April 23, 2018.

Form of 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.3 of Form 8-K of SJI as filed April 23, 2018.

Purchase Contract and Pledge Agreement, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.4 of Form 8-K of SJI as filed April 23, 2018.

Form of Remarketing Agreement, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.5 of Form 8-K of SJI as filed April 23, 2018.

Form of Corporate Units, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.6 of Form 8-K of SJI as filed April 23, 2018.

Form of Treasury Units, dated as of April 23, 2018, for SJI.
Incorporated by reference from Exhibit 4.7 of Form 8-K of SJI as filed April 23, 2018.

Forward Sale Agreement, dated, April 18, 2018, for SJI.
Incorporated by reference from Exhibit 4.8 of Form 8-K of SJI as filed April 23, 2018.

First Mortgage Indenture, dated as of July 2, 2018, for ETG.Incorporated by reference from Exhibit 4.1 of Form 8-K of SJI as filed December 26, 2018.
First Supplemental Indenture, dated as of December 20, 2018, for ETG.Incorporated by reference from Exhibit 4.2 of Form 8-K of SJI as filed December 26, 2018.
     
 Supplemental Indenture Amending and Restating First Mortgage Indenture, dated as of January 23, 2017, for SJG. Incorporated by reference from Exhibit 4.1 of Form 8-K of SJG dated January 30, 2017.
     
 First Supplemental Indenture, dated as of January 23, 2017, for SJG Incorporated by reference from Exhibit 4.2 of Form 8-K of SJG dated January 30, 2017.
     

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 First Supplement to Indenture of Trust dated as of June 29, 2000. Incorporated by reference from Exhibit 4.1 of Form 8-K of SJG dated July 12, 2001.
     
 Second Supplement to Indenture of Trust dated as of July 5, 2000. Incorporated by reference from Exhibit 4.2 of Form 8-K of SJG dated July 12, 2001.
     
 Third Supplement to Indenture of Trust dated as of July 9, 2001. Incorporated by reference from Exhibit 4.3 of Form 8-K of SJG dated July 12, 2001.
     
 Fourth Supplement to Indenture of Trust dated as of February 26, 2010. Incorporated by reference from Exhibit 4.1 of Form 8-K of SJG dated March 5, 2010.
     
 
Fifth Supplement, dated as of January 25, 2017, for SJG

 Incorporated by reference from Exhibit 4.3 of Form 8-K of SJG dated January 30, 2017.
 
  
 

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Exhibit Number Description Reference
 Deferred Payment Plan for Directors of South Jersey Industries, Inc., South Jersey Gas Company, Energy & Minerals, Inc., R&T Group, Inc. and South Jersey Energy Company as amended and restated October 21, 1994. Incorporated by reference from Exhibit (10)(l) of Form 10-K for 1994 (1-6364).
     
 Schedule of Deferred Compensation Agreements. Incorporated by reference from Exhibit (10)(l)(b) of Form 10-K for 1997 (1-6364).
     
 Form of Officer Change in Control Agreements, effective January 1, 2013, between certain officers and either South Jersey Industries, Inc. or its subsidiaries. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI as filed January 25, 2013.
     
 Schedule of Officer Agreements (filed herewith).  
     
 Officer Severance Plan. Incorporated by reference from Exhibit (10)(f)(i) of Form 10-K for 2014.
 
 Supplemental Executive Retirement Program, as amended and restated effective January 1, 2009 and Form of Agreement between certain SJI or subsidiary officers. Incorporated by reference from Exhibit (10)(f)(ii) of Form 10-K for 2009.
     
 South Jersey Industries, Inc. 1997 Stock-Based Compensation Plan (As Amended and Restated Effective January 1, 2012). Incorporated by reference from Exhibit 10.3 of Form 8-K of SJI as filed January 6, 2012.
     
 Note Purchase Agreement dated as of March 1, 2010. Incorporated by reference from Exhibit 10 of Form 8-K of SJG dated March 5, 2010.
     
 Note Purchase Agreement dated as of December 30, 2010. Incorporated by reference from Exhibit 10 of Form 8-K of SJG dated January 5, 2011.
     

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 Commercial Paper Dealer Agreement, dated as of July 1, 2011, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated July 1, 2011.
     
 Commercial Paper Dealer Agreement, dated as of January 5, 2012, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated January 9, 2012.
     
 Letter of Credit Reimbursement Agreements dated as of March 15, 2012. Incorporated by reference from Exhibit 10.1-10.3 of Form 8-K of SJI dated March 21, 2012.
     
 Note Purchase Agreement dated as of April 2, 2012. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated April 3, 2012.
     
 Note Purchase Agreement, dated as of June 28, 2012, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated June 29, 2012.
     
 Note Purchase Agreement, dated as of September 20, 2012, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated September 25, 2012.
     
 Note Purchase Agreement, dated as of November 21, 2013, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated November 21, 2013.
     
 Note Purchase Agreement, dated as of June 26, 2014, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated June 26, 2014.
South Jersey Industries, Inc.
Part IV

     
 Term Loan Credit Agreement, dated as of October 28, 2015, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated November 2, 2015.
     
 First Amendment to Letter of Credit Reimbursement Agreements dated as of March 10, 2016. Incorporated by reference from Exhibit 10.1-10.3 of Form 8-K of SJI dated March 11, 2016.
     
 364-Day Revolving Credit Agreement, dated as of September 7, 2016, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated September 9, 2016.
     
 Note Purchase Agreement, dated as of January 25, 2017, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated January 30, 2017.
     
 Term Loan Credit Agreement, dated as of January 26, 2017, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated January 30, 2017.
     
 Loan Agreement by and between New Jersey Economic Development Authority and SJG dated April 1, 2006. Incorporated by reference from Exhibit 10 of Form 8-K of SJG as filed April 26, 2006.
     
 Five-Year Revolving Credit Agreement, dated as of August 7, 2017, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated August 10, 2017.
     
 Five-Year Revolving Credit Agreement, dated as of August 14, 2017, for SJG. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated August 15, 2017.
     
 Note Purchase Agreement, dated as of August 16, 2017, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated September 6, 2017.January 19, 2018.

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 First Amendment to 364-Day Revolving Credit Agreement, dated as of September 6, 2017, for SJI. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated September 6, 2017.
Note Purchase Agreement, dated as of April 25, 2018, for SJI.Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated April 27, 2018.
Floating Rate Note Purchase Agreement, dated as of June 20, 2018, for SJI.Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated June 26, 2018.
Term Loan Credit Agreement, dated as of June 26, 2018, for ETG (Borrower) and SJI (Guarantor).Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated July 2, 2018.
Revolving Credit Agreement, dated as of June 26, 2018, for ETG and ELK (Borrowers) and SJI (Guarantor).Incorporated by reference from Exhibit 10.2 of Form 8-K of SJI dated July 2, 2018.
Second Amendment to the Note Purchase Agreement (dated as of June 28, 2012) for SJI, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.1 of Form 8-K of SJI dated July 10, 2018.
Second Amendment to the Note Purchase Agreement (dated as of June 26, 2014) for SJI, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.2 of Form 8-K of SJI dated July 10, 2018.
Second Amendment to the Note Purchase Agreement (dated as of August 16, 2017.2017) for SJI, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.3 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Note Purchase Agreement (dated as of April 25, 2018) for SJI, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.4 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Note Purchase Agreement (dated as of March 1, 2010) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.5 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Note Purchase Agreement (dated as of December 30, 2010) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.6 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Note Purchase Agreement (dated as of April 2, 2012) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.7 of Form 8-K of SJI dated July 10, 2018.
Second Amendment to the Note Purchase Agreement (dated as of September 20, 2012) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.8 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Note Purchase Agreement (dated as of November 21, 2013) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.9 of Form 8-K of SJI dated July 10, 2018.

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First Amendment to the Note Purchase Agreement (dated as of January 25, 2017) for SJG, dated as of July 3, 2018.Incorporated by reference from Exhibit 99.10 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Five-Year Revolving Credit Agreement (dated as of August 14, 2017) for SJG, dated as of June 14, 2018.Incorporated by reference from Exhibit 99.11 of Form 8-K of SJI dated July 10, 2018.
First Amendment to the Term Loan Credit Agreement (dated as of January 26, 2017) for SJG, dated as of June 15, 2018.Incorporated by reference from Exhibit 99.12 of Form 8-K of SJI dated July 10, 2018.
Third Amendment to the 364-Day Revolving Credit Agreement (dated as of September 6, 2016) for SJI, dated as of June 13, 2018.Incorporated by reference from Exhibit 99.13 of Form 8-K of SJI dated July 10, 2018.
Second Amendment to the Five-Year Revolving Credit Agreement (dated as of August 7, 2017) for SJI, dated as of June 14, 2018.Incorporated by reference from Exhibit 99.14 of Form 8-K of SJI dated July 10, 2018.
Second Amendment to the Term Loan Credit Agreement (dated as of October 28, 2015) for SJI, dated as of June 26, 2018.Incorporated by reference from Exhibit 99.15 of Form 8-K of SJI dated July 10, 2018.
Term Loan Credit Agreement, dated as of October 26, 2018, for SJG.Incorporated by reference from Exhibit 10.1 of Form 8-K of SJG dated October 31, 2018.
Bond Purchase Agreement, dated as of December 20, 2018, for ETG.Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated December 26, 2018.
     
 Equity Distribution and Purchase Agreement, dated as of December 31, 2015, by and among Energenic, Marina and DCO Energy, LLC. Incorporated by reference from Exhibit 10.1 of Form 8-K of SJI dated January 7, 2016.
     
 Equity Distribution and Purchase Agreement, dated as of December 31, 2015, by and among Energenic, DCO Energy, LLC and Marina. Incorporated by reference from Exhibit 10.2 of Form 8-K of SJI dated January 7, 2016.
     
SJI - Calculation of Ratio of Earnings to Fixed Charges (Before Federal Income Taxes) (filed herewith).
SJG - Calculation of Ratio of Earnings to Fixed Charges (Before Federal Income Taxes) (filed herewith).
 Code of Ethics. Incorporated by reference from Exhibit 14 of Form 10-K for 2007.
     
South Jersey Industries, Inc.
Part IV

 SJI - Subsidiaries of the Registrant (filed herewith).  
     
 Independent Registered Public Accounting Firm's Consent (filed herewith).  
     
 SJI - Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJG - Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     

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 SJI - Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJG - Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJI - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJG - Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJI - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
 SJG - Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).  
     
(101.INS) eXtensible Business Reporting Language (XBRL) Instance Document (filed herewith).  
(101.SCH) XBRL Taxonomy Extension Schema (filed herewith).  
     
(101.CAL) XBRL Taxonomy Extension Calculation Linkbase (filed herewith).  
     
(101.DEF) XBRL Taxonomy Extension Definition Linkbase (filed herewith).  
     
(101.LAB) XBRL Taxonomy Extension Label Linkbase (filed herewith).  
     
(101.PRE) XBRL Taxonomy Extension Presentation Linkbase (filed herewith).  
     
 
  * Constitutes a management contract or a compensatory plan or arrangement.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 SOUTH JERSEY INDUSTRIES, INC.
 BY:/s/ Stephen H. ClarkCielo Hernandez 
  Stephen H. ClarkCielo Hernandez 
  ExecutiveSenior Vice President & Chief Financial Officer 
  Date:February 26, 201827, 2019 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature TitleDate
    
 /s/ Walter M. Higgins, III Director, Chairman of the BoardFebruary 26, 201827, 2019
 (Walter M. Higgins, III)   
    
/s/ Michael J. Renna Director, President & Chief Executive OfficerFebruary 26, 201827, 2019
(Michael J. Renna) (Principal Executive Officer) 
    
/s/ Stephen H. ClarkCielo Hernandez ExecutiveSenior Vice President & Chief Financial OfficerFebruary 26, 201827, 2019
(Stephen H. Clark)Cielo Hernandez) (Principal Financial and& Accounting Officer) 
    
 /s/ Sarah M. Barpoulis DirectorFebruary 26, 201827, 2019
 (Sarah M. Barpoulis)   
    
 /s/ Thomas A. Bracken DirectorFebruary 26, 201827, 2019
 (Thomas A. Bracken)   
    
 /s/ Keith S. Campbell DirectorFebruary 26, 201827, 2019
 (Keith S. Campbell)   
    
 /s/ Victor A. Fortkiewicz DirectorFebruary 26, 201827, 2019
 (Victor A. Fortkiewicz)   
    
 /s/ Sheila Hartnett-Devlin DirectorFebruary 26, 201827, 2019
 (Sheila Hartnett-Devlin)   
    
/s/ Sunita Holzer DirectorFebruary 26, 201827, 2019
 (Sunita Holzer)   
    
 /s/ Joseph M. Rigby DirectorFebruary 26, 201827, 2019
 (Joseph M. Rigby)   
    
 /s/ Frank L. Sims DirectorFebruary 26, 201827, 2019
 (Frank L. Sims)   






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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SOUTH JERSEY GAS COMPANY
 BY:/s/ Stephen H. ClarkAnn T. Anthony
  Stephen H. ClarkAnn T. Anthony
  Chief Financial OfficerTreasurer - SJG
  Date:February 26, 201827, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date
     
/s/  David Robbins, Jr. President February 26, 201827, 2019
(David Robbins, Jr.) (Principal Executive Officer)  
     
/s/  Stephen H. ClarkAnn T. Anthony Chief Financial OfficerTreasurer February 26, 201827, 2019
(Stephen H. Clark)Ann T. Anthony) (Principal Financial and Accounting Officer)  
     
/s/ Walter M. Higgins III Director, Chairman of the Board February 26, 201827, 2019
 (Walter M. Higgins III)    
     
/s/  Thomas A. Bracken Director February 26, 201827, 2019
(Thomas A. Bracken)    
     
/s/  Victor A. Fortkiewicz Director February 26, 201827, 2019
(Victor A. Fortkiewicz)    
     
/s/ Sunita Holzer Director February 26, 201827, 2019
 (Sunita Holzer)    
     
/s/ Joseph M. Rigby Director February 26, 201827, 2019
 (Joseph M. Rigby)    


176

South Jersey Industries, Inc.
Part IV


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
To the Stockholders and the Board of Directors and Stockholders of
South Jersey Industries, Inc.
Folsom, New Jersey

Opinion on the Financial Statement Schedules

We have audited the consolidated financial statements of South Jersey Industries, Inc. and subsidiaries (the "Company") as of December 31, 20172018 and 2016,2017, and for each of the three years in the period ended December 31, 2017,2018, and the Company's internal control over financial reporting as of December 31, 2017,2018, and have issued our reports thereon dated February 23, 2018;27, 2019; such consolidated financial statements and reports are included elsewherein your 2018 Annual Report to Shareholders and are included in this Form 10-K and in your 2017 Annual Report to Shareholders.10-K. Our audits also included the financial statement schedules of the Company listed in the Index at Item 15(a) 2. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.




/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 26, 201827, 2019

177

South Jersey Industries, Inc.
Part IV


SCHEDULE I - SOUTH JERSEY INDUSTRIES, INC.
CONDENSED STATEMENTS OF INCOME
(In Thousands)

 2017 2016 2015 2018 2017 2016
  
  
  
  
  
  
Management Service Fee Revenues $34,321
 $25,463
 $20,990
 $42,934
 $34,321
 $25,463
            
Operating Expenses:            
Operations 45,182
 23,852
 17,979
 67,869
 43,513
 22,194
Depreciation 311
 377
 406
 600
 311
 377
Energy and Other Taxes 1,324
 1,033
 806
 1,517
 1,324
 1,033
Total Operating Expenses 46,817
 25,262
 19,191
 69,986
 45,148
 23,604
            
Operating (Loss) Income (12,496) 201
 1,799
 (27,052) (10,827) 1,859
            
Other Income:            
Equity in (Losses) Earnings of Subsidiaries (See Note 1) (2,793) 119,061
 105,610
Equity in Earnings (Losses) of Subsidiaries (See Note 1) 65,327
 (2,793) 119,061
Other 16,752
 11,953
 10,145
 17,608
 15,083
 10,295
      
      
Total Other Income 13,959
 131,014
 115,755
 82,935
 12,290
 129,356
            
Interest Charges 23,818
 12,148
 11,822
 54,678
 23,818
 12,148
Income Taxes (18,951) 6
 122
 (16,698) (18,951) 6
            
(Loss) Income from Continuing Operations (3,404) 119,061
 105,610
Income (Loss) from Continuing Operations 17,903
 (3,404) 119,061
            
Equity in Undistributed Earnings of Discontinued Operations (86) (251) (503) (240) (86) (251)
            
Net (Loss) Income $(3,490) $118,810
 $105,107
Net Income (Loss) $17,663
 $(3,490) $118,810

 
SCHEDULE I - SOUTH JERSEY INDUSTRIES, INC.
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
 
  2017 2016 2015
   
  
  
Net (Loss) Income $(3,490) $118,810
 $105,107
Other Comprehensive Income (Loss) - Net of Tax      
Postretirement Liability Adjustment (A) (10,920) (3,197) 5,518
Unrealized Gain (Loss) on Available-for-Sale Securities (B) 
 118
 (53)
Unrealized Gain on Derivatives - Other (B) 1,536
 197
 294
Total Other Comprehensive (Loss) Income - Net of Tax (9,384) (2,882) 5,759
       
Comprehensive (Loss) Income $(12,874) $115,928
 $110,866
  2018 2017 2016
   
  
  
Net Income (Loss) $17,663
 $(3,490) $118,810
Other Comprehensive Income (Loss) - Net of Tax      
Postretirement Liability Adjustment (A) 10,636
 (10,920) (3,197)
Unrealized Gain on Available-for-Sale Securities (B) 
 
 118
Unrealized Gain on Derivatives - Other (B) 34
 1,536
 197
Total Other Comprehensive Income (Loss) - Net of Tax 10,670
 (9,384) (2,882)
       
Comprehensive Income (Loss) $28,333
 $(12,874) $115,928
 
(A) Determined using a combined average statutory tax rate of 25% in 2018; 27% for 20172017; and 40% for 2016 and 2015.2016.
(B) Determined using a combined average statutory tax rate of 25% in 2018; 39% for 2017 and 40% for 2016 and 2015.2016.


178

South Jersey Industries, Inc.
Part IV


SCHEDULE I - SOUTH JERSEY INDUSTRIES, INC.
CONDENSED STATEMENTS OF RETAINED EARNINGS
(In Thousands)

 2017 2016 2015 2018 2017 2016
  
  
  
  
  
  
Retained Earnings - Beginning $510,597
 $474,167
 $439,218
 $420,351
 $510,597
 $474,167
Net (Loss) Income (3,490) 118,810
 105,107
Net Income (Loss) 17,663
 (3,490) 118,810
 507,107
 592,977
 544,325
 438,014
 507,107
 592,977
            
Dividends Declared - Common Stock (87,308) (82,380) (70,158) (94,756) (87,308) (82,380)
Excess Tax Benefit on Restricted Stock 552
 
 
 
 552
 
            
Retained Earnings - Ending $420,351
 $510,597
 $474,167
 $343,258
 $420,351
 $510,597
 
SCHEDULE I - SOUTH JERSEY INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31,
(In Thousands)


 2017 2016 2015 2018 2017 2016
            
CASH PROVIDED BY OPERATING ACTIVITIES (See Note 1) $17,339
 $20,507
 $38,926
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $(6,447) $17,339
 $20,507
            
CASH FLOWS FROM INVESTING ACTIVITIES:            
            
Net (Advances to) Repayments from Associated Companies (16,096) 32,300
 (118,802)
Net Repayments from (Advances to) Associated Companies 366,342
 (16,096) 32,300
Capital Expenditures (801) (345) (150) (24,155) (801) (345)
Cash Paid for Acquisition (1,740,291) 
 
Proceeds from Sale of PPE 51
 
 
Purchase of Company Owned Life Insurance (9,180) (2,398) (2,328) (1,298) (9,180) (2,398)
Investment in Affiliate (40,000) (65,000) 
 
 (40,000) (65,000)
            
Net Cash Used in Investing Activities (66,077) (35,443) (121,280) (1,399,351) (66,077) (35,443)
            
CASH FLOWS FROM FINANCING ACTIVITIES:      
      
            
Proceeds from Issuance of Long Term Debt 50,000
 
 50,000
 1,592,500
 50,000
 
Principal Repayments of Long Term Debt (16,000) 
 (114,000) 
 (16,000) 
Payments for Issuance of Long Term Debt (12,174) (84) (55) (15,513) (12,174) (84)
Net Borrowings from (Repayments of) Short-Term Credit Facilities 102,600
 (105,500) 153,000
 (217,400) 102,600
 (105,500)
Dividends on Common Stock (87,308) (82,380) (70,158) (94,756) (87,308) (82,380)
Net Settlement of Restricted Stock (See Note 1) (751) (387) (333) (776) (751) (387)
Proceeds from Sale of Common Stock 
 214,426
 63,192
 173,750
 
 214,426
Payments for the Issuance of Common Stock (7,149) 
 
            
Net Cash Provided by Financing Activities 36,367
 26,075
 81,646
 1,430,656
 36,367
 26,075
            
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (12,371) 11,139
 (708)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 24,858
 (12,371) 11,139
            
Cash, Cash Equivalents and Restricted Cash at Beginning of Year 12,847
 1,708
 2,416
 476
 12,847
 1,708
            
Cash, Cash Equivalents and Restricted Cash at End of Year $476
 $12,847
 $1,708
 $25,334
 $476
 $12,847


179

South Jersey Industries, Inc.
Part IV


SCHEDULE I - SOUTH JERSEY INDUSTRIES, INC.
CONDENSED BALANCE SHEETS (In Thousands)
 2017 2016 2018 2017
Assets        
        
Property Plant and Equipment:        
Nonutility Property, Plant and Equipment, at cost $3,318
 $2,685
 $4,188
 $3,318
Accumulated Depreciation (2,194) (2,026) (2,488) (2,194)
  
  
  
  
Property, Plant and Equipment - Net 1,124
 659
 1,700
 1,124
  
    
  
Investments:  
    
  
Investments in Subsidiaries 1,209,308
 1,233,856
 2,458,680
 1,209,308
Available-for-Sale Securities 36
 32
 41
 36
  
  
  
  
Total Investments 1,209,344
 1,233,888
 2,458,721
 1,209,344
  
    
  
Current Assets:  
    
  
Cash and Cash Equivalents 476
 12,847
 25,334
 476
Receivable from Associated Companies 636,327
 550,227
 270,478
 636,327
Accounts Receivable 52
 49
 38
 52
Other 5,017
 
 19,100
 5,017
  
  
  
  
Total Current Assets 641,872
 563,123
 314,950
 641,872
  
  
  
  
Other Noncurrent Assets 50,735
 44,974
 53,838
 50,735
  
  
  
  
Total Assets $1,903,075
 $1,842,644
 $2,829,209
 $1,903,075
  
  
  
  
Capitalization and Liabilities  
    
  
  
    
  
Equity:  
    
  
Common Stock SJI  
    
  
Par Value $1.25 a share  
    
  
Authorized - 120,000,000 shares  
    
  
Outstanding Shares - 79,549,080 (2017) and 79,478,055 (2016) $99,436
 $99,347
Outstanding Shares - 85,506,218 (2018) and 79,549,080 (2017) $106,883
 $99,436
Premium on Common Stock 709,658
 706,943
 843,268
 709,658
Treasury Stock (at par) (271) (266) (292) (271)
Accumulated Other Comprehensive Loss (36,765) (27,381) (26,095) (36,765)
Retained Earnings 420,351
 510,597
 343,258
 420,351
  
  
  
  
Total Equity 1,192,409
 1,289,240
 1,267,022
 1,192,409
  
  
  
  
Long-Term Debt 364,946
 323,971
 708,360
 364,946
        
Current Liabilities:  
  
  
  
Notes Payable - Banks 294,400
 191,800
 77,000
 294,400
Current Portion of Long-Term Debt 
 16,000
 715,000
 
Payable to Associated Companies 404
 382
 899
 404
Accounts Payable 17,316
 211
 6,378
 17,316
Other Current Liabilities 7,763
 7,707
 27,895
 7,763
  
  
  
  
Total Current Liabilities 319,883
 216,100
 827,172
 319,883
  
  
  
  
Other Noncurrent Liabilities 25,837
 13,333
 26,655
 25,837
  
  
  
  
Total Capitalization and Liabilities $1,903,075
 $1,842,644
 $2,829,209
 $1,903,075


180

South Jersey Industries, Inc.
Part IV


 Notes to Condensed Financial Statements

1.BASIS OF PRESENTATION:

Pursuant to rules and regulations of the SEC, the parent-company only condensed financial statements of SJI do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP in the United States. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included under Item 8 in this Form 10-K.

Certain reclassifications have been made to SJI's prior period condensed statements of cash flowsincome to conform to the current period presentation. Cash paid by an employer when directly withholding shares for tax-withholding purposes isThe non-service cost components of net periodic pension and postretirement benefit costs are now classifiedincluded as a financing activity in the condensed statements of cash flowsreduction to Other Income and Expense, as opposed to being recorded as an Operations Expense, to conform towith ASU 2016-09,2017-07, which is described under "New Accounting Pronouncements" in Note 1 to the consolidated financial statements. This caused SJI's prior period Cash Flows Provided by Operating Activitiesa reduction to increase by $0.4 millionboth Operations Expense and $0.3 millionOther Income on the condensed statement of income for 2016the years ended December 31, 2017 and 2015, respectively, and Net Cash Flows from Financing Activities to decrease by the same amount.2016.
 
Dividends received from subsidiaries were $20.0 million and $40.8 million for 2017 and 2015, respectively.2017. Dividends were not received from subsidiaries in 2018 or 2016.

The following table provides a reconciliation between SJI's equity in earnings from its subsidiaries to total income from continuing operations (in thousands):

  Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015
Equity in (Losses) Earnings of Subsidiaries $(2,793) $119,061
 $105,610
Acquisition Costs, net of tax (A) (12,031) 
 
Impact of Tax Adjustments (B) 11,420
 
 
(Loss) Income From Continuing Operations $(3,404) $119,061
 $105,610
  Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016
Equity in Earnings (Losses) of Subsidiaries $65,327
 $(2,793) $119,061
General & Administrative Costs, net of tax (A) (29,727) (12,031) 
Interest Charges, net of tax (B) (17,697) 
 
Impact of Tax Adjustments (C) 
 11,420
 
Income (Loss) From Continuing Operations $17,903
 $(3,404) $119,061

(A)    Represents costs incurred on the agreement to acquire the assets of Elizabethtown GasETG and Elkton Gas (see Note 1 toELK, along with the consolidated financial statements).implementation of the ERIP, and other general & administrative costs.

(B)    Represents interest charges incurred, net of tax, primarily on debt that was issued in 2018 as part of the funding for the Acquisition.

(C)    Represents one-time tax adjustments, most notably for Tax Reform, which was signed into law in December 2017. See Note 4 to the consolidated financial statements.Reform.

181

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Part IV


SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
                      
Col. A Col. B Col. C Col. D Col. E Col. B Col. C Col. D Col. E
                      
   Additions       Additions    
                      
Classification Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts - Describe (a) Deductions - Describe (b) Balance at End of Period Balance at Beginning of Period Charged to Costs and Expenses Acquisition Adjustments (a) Charged to Other Accounts - Describe (b) Deductions - Describe (c) Balance at End of Period
                      
Provision for Uncollectible                      
Accounts for the Year Ended                      
December 31, 2018 $13,988
 $7,977
 6,579
 $(466) $9,236
 $18,842
  
  
    
  
  
Provision for Uncollectible  
  
    
  
  
Accounts for the Year Ended  
  
    
  
  
December 31, 2017 $12,744
 $6,949
 $(394) $5,311
 $13,988
 $12,744
 $6,949
 
 $(394) $5,311
 $13,988
  
  
  
  
  
            
Provision for Uncollectible  
  
  
  
  
            
Accounts for the Year Ended  
  
  
  
  
            
December 31, 2016 $10,252
 $6,907
 $(47) $4,368
 $12,744
 $10,252
 $6,907
 
 $(47) $4,368
 $12,744
          
Provision for Uncollectible          
Accounts for the Year Ended          
December 31, 2015 $7,910
 $14,730
 $(79) $12,309
 $10,252
 


SOUTH JERSEY GAS COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)

Col. ACol. B Col. C Col. D Col. ECol. B Col. C Col. D Col. E
  Additions      Additions    
ClassificationBalance at Beginning of Period 
Charged to Costs and
Expenses
 
Charged to Other Accounts -
Describe (a)
 
Deductions -
Describe (b)
 
Balance at End
of Period
Balance at Beginning of Period 
Charged to Costs and
Expenses
 
Charged to Other Accounts -
Describe (b)
 
Deductions -
Describe (c)
 
Balance at End
of Period
Provision for Uncollectible                  
Accounts for the Year Ended                  
December 31, 2018$13,799
 $7,997
 $(466) $7,687
 $13,643
Provision for Uncollectible         
Accounts for the Year Ended         
December 31, 2017$12,570
 $6,949
 $(394) $5,326
 $13,799
$12,570
 $6,949
 $(394) $5,326
 $13,799
Provision for Uncollectible                  
Accounts for the Year Ended                  
December 31, 2016$9,778
 $6,993
 $(47) $4,154
 $12,570
$9,778
 $6,993
 $(47) $4,154
 $12,570
Provision for Uncollectible         
Accounts for the Year Ended         
December 31, 2015$6,601
 $14,689
 $(235) $11,277
 $9,778

(a) Additions related to the Acquisition. See Note 20.
(b) Recoveries of accounts previously written off and minor adjustments.
(b)(c) Uncollectible accounts written off.


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