UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended DecemberMarch 31, 20032004 Commission file number 1-8359

NEW JERSEY RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)
   
New Jersey 22-2376465
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
1415 Wyckoff Road, Wall, New Jersey 07719 732-938-1480
(Address of principal executive offices) (Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

   
YES: [X]X No: []

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

   
YES: [X]X No: []

The number of shares outstanding of $2.50 par value Common Stock as of February 2,May 4, 2004, was 27,450,758.27,552,925.

1


TABLE OF CONTENTS

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS CAPITALIZATION AND LIABILITIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE AND SIX MONTHS ENDED MARCH 31, 2004
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
ITEM I.1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASES OF EQUITY SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
AMENDED AND RESTATED CREDIT$60 MILLION NOTE PURCHASE AGREEMENT
AMENDMENT AND CONSENT TO CREDIT AGREEMENT
SECOND AMENDMENT AND CONSENT TO CREDIT$25 MILLION NOTE PURCHASE AGREEMENT
CERTIFICATION
CERTIFICATION
CERTIFICATION
CERTIFICATION


INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

     Certain statements contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, without limitation, those with respect to expected disposition of legal and regulatory proceedings, exposure under the Stagecoach agreement, expected capital expenditures, external financing requirements, the impact of changes in market rates of interest, matters relating to remediation of manufactured gas plant sites and recovery of related costs and the impact of changes in market prices of commodities. Forward-looking statements can also be identified by the use of forward-looking terminology such as “may,” “intend,” “expect,” or “continue” or comparable terminology and are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon New Jersey Resources (NJR). There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on NJR will be those anticipated by management.

     NJR cautions readers that the assumptions that form the basis for forward-looking statements, including those regarding financial results and capital requirements for fiscal 2004 and thereafter, include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and changes in the debt and equity capital markets. Among the factors that could cause actual results to differ materially from estimates reflected in such forward-looking statements are weather and economic conditions, demographic changes in the New Jersey Natural Gas (NJNG) service territory, fluctuations in energy commodity prices, energy conversion activity and other marketing efforts, the conservation efforts and actual energy usage patterns of NJNG’s customers, the pace of deregulation of retail gas markets, access to adequate supplies of natural gas, the regulatory and pricing policies of federal and state regulatory agencies, changes due to legislation at the federal and state level, the disallowance of recovery of environmental remediation expenditures and other regulatory changes. NJR does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events.

2


PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

           
    Three Months Ended
    December 31,
    2003 2002
    
 
    (Thousands, except per share data)
OPERATING REVENUES
 $643,454  $668,779 
   
   
 
OPERATING EXPENSES
        
 Gas purchases  550,946   580,145 
 Operation and maintenance  25,022   24,313 
 Regulatory rider expenses  2,630   1,320 
 Depreciation and amortization  8,230   8,081 
 Energy and other taxes  13,971   13,024 
   
   
 
Total operating expenses  600,799   626,883 
   
   
 
OPERATING INCOME
  42,655   41,896 
Other income  972   698 
Interest charges, net  3,653   4,329 
   
   
 
INCOME BEFORE INCOME TAXES
  39,974   38,265 
Income tax provision  15,596   14,942 
   
   
 
NET INCOME
 $24,378  $23,323 
   
   
 
EARNINGS PER COMMON SHARE
        
  
BASIC
 $.89  $.86 
   
   
 
  
DILUTED
 $.87  $.85 
   
   
 
DIVIDENDS PER COMMON SHARE
 $.325  $.31 
   
   
 
AVERAGE SHARES OUTSTANDING
        
  
BASIC
  27,336   26,983 
   
   
 
  
DILUTED
  27,886   27,325 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands, except per share data)
OPERATING REVENUES
 $1,037,661  $1,152,337  $1,680,707  $1,820,874 
   
 
   
 
   
 
   
 
 
OPERATING EXPENSES
                
Gas purchases  888,047   1,025,005   1,438,993   1,605,150 
Operation and maintenance  26,871   25,403   51,893   49,716 
Regulatory rider expenses  4,340   1,944   6,970   3,264 
Depreciation and amortization  8,306   8,002   16,536   16,083 
Energy and other taxes  23,079   20,839   37,050   33,863 
   
 
   
 
   
 
   
 
 
Total operating expenses  950,643   1,081,193   1,551,442   1,708,076 
   
 
   
 
   
 
   
 
 
OPERATING INCOME
  87,018   71,144   129,265   112,798 
Other income  551   193   1,931   1,133 
Interest charges, net  3,691   3,456   7,344   7,785 
   
 
   
 
   
 
   
 
 
INCOME BEFORE INCOME TAXES
  83,878   67,881   123,852   106,146 
Income tax provision  32,851   26,637   48,447   41,579 
   
 
   
 
   
 
   
 
 
NET INCOME
 $51,027  $41,244  $75,405  $64,567 
   
 
   
 
   
 
   
 
 
EARNINGS PER COMMON SHARE
                
BASIC
 $1.86  $1.52  $2.75  $2.39 
   
 
   
 
   
 
   
 
 
DILUTED
 $1.82  $1.50  $2.70  $2.35 
   
 
   
 
   
 
   
 
 
DIVIDENDS PER COMMON SHARE
 $.325  $.31  $.65  $.62 
   
 
   
 
   
 
   
 
 
AVERAGE SHARES OUTSTANDING
                
BASIC
  27,484   27,048   27,410   27,016 
   
 
   
 
   
 
   
 
 
DILUTED
  28,030   27,467   27,947   27,428 
   
 
   
 
   
 
   
 
 

See Notes to Condensed Unaudited Consolidated Financial Statements

3


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

           
    Three Months Ended
    December 31,
(Thousands) 2003 2002

 
 
CASH FLOWS FROM OPERATING ACTIVITIES
        
 Net income $24,378  $23,323 
 Adjustments to reconcile net income to cash flows        
  Depreciation and amortization  8,230   8,081 
  Amortization of deferred charges  201   1,358 
  Deferred income taxes  (1,541)  6,044 
  Manufactured gas plant remediation costs  (2,063)  (3,595)
  Changes in working capital  (116,321)  (52,695)
  Non-current regulatory assets  (5,508)  (1,012)
  Other non-current assets  5,484   7,093 
  Other non-current liabilities  6,226   (12,360)
   
   
 
Net cash flows from operating activities  (80,914)  (23,763)
   
   
 
CASH FLOWS FROM FINANCING ACTIVITIES
        
 Proceeds from common stock  3,942   2,523 
 Proceeds from long-term debt  12,000    
 Proceeds from sale-leaseback transaction  3,941   5,294 
 Payments of long-term debt  (464)  (50,622)
 Payments of common stock dividends  (8,442)  (8,072)
 Redemption of preferred stock     (295)
 Net change in short-term debt  98,300   86,750 
   
   
 
Net cash flows from financing activities  109,277   35,578 
   
   
 
CASH FLOWS FROM INVESTING ACTIVITIES
        
 Expenditures for        
  Utility plant  (12,867)  (10,142)
  Real estate properties and other  (3,681)  (216)
  Cost of removal  (738)  (711)
 Investment in construction fund  (7,800)   
 Proceeds from asset sales     267 
   
   
 
Net cash flows from investing activities  (25,086)  (10,802)
   
   
 
Net change in cash and temporary investments  3,277   1,013 
Cash and temporary investments at September 30  1,839   1,282 
   
   
 
Cash and temporary investments at December 31 $5,116  $2,295 
   
   
 
CHANGES IN COMPONENTS OF WORKING CAPITAL
        
 Receivables $(178,596) $(118,793)
 Inventories  (7,396)  (29,770)
 Underrecovered gas costs  15,703   2,496 
 Purchased gas  73,662   65,313 
 Prepaid and accrued taxes, net  27,970   20,253 
 Accounts payable and other  (15,755)  6,115 
 Broker margin accounts  (28,507)  7,910 
 Other current assets  (7,330)  449 
 Other current liabilities  3,928   (6,668)
   
   
 
Total $(116,321) $(52,695)
   
   
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
        
Cash paid for        
 Interest (net of amounts capitalized) $3,776  $5,474 
 Income taxes $2,101  $3 
         
  Six Months Ended
  March 31,
(Thousands)
 2004
 2003
CASH FLOWS FROM OPERATING ACTIVITIES
        
Net income $75,405  $64,567 
Adjustments to reconcile net income to cash flows        
Depreciation and amortization  16,536   16,083 
Amortization of deferred charges  400   394 
Deferred income taxes  3,635   12,217 
Manufactured gas plant remediation costs  (4,247)  (5,993)
Changes in working capital  66,562   77,526 
Non-current regulatory assets  (1,967)  (1,870)
Other non-current assets  3,349   7,905 
Other non-current liabilities  2,345   (6,760)
   
 
   
 
 
Net cash flows from operating activities  162,018   164,069 
   
 
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
        
Proceeds from common stock  8,465   5,470 
Proceeds from long-term debt  97,000    
Proceeds from sale-leaseback transaction  3,941   5,294 
Payments of long-term debt  (1,287)  (131,353)
Purchases of treasury stock  (859)  (912)
Payments of common stock dividends  (17,344)  (16,441)
Redemption of preferred stock     (295)
Net change in short-term debt  (184,800)  8,400 
   
 
   
 
 
Net cash flows from financing activities  (94,884)  (129,837)
   
 
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
        
Expenditures for Utility plant  (25,909)  (18,573)
Real estate properties and other  (8,415)  (993)
Cost of removal  (1,655)  (1,318)
Investment in restricted cash-construction fund  (7,800)   
Proceeds from asset sales     1,046 
   
 
   
 
 
Net cash flows from investing activities  (43,779)  (19,838)
   
 
   
 
 
Net change in cash and temporary investments  23,355   14,394 
Cash and temporary investments at September 30  1,839   1,282 
   
 
   
 
 
Cash and temporary investments at March 31 $25,194  $15,676 
   
 
   
 
 
CHANGES IN COMPONENTS OF WORKING CAPITAL
        
Receivables $(233,064) $(312,514)
Inventories  103,053   23,446 
Overrecovered/(Underrecovered) gas costs  35,215   (1,703)
Gas purchases payable  113,741   297,224 
Prepaid and accrued taxes, net  52,959   44,732 
Accounts payable and other  (7,369)  (1,251)
Broker margin accounts  10,920   36,839 
Other current assets  (4,666)  (10,438)
Other current liabilities  (4,227)  1,191 
   
 
   
 
 
Total $66,562  $77,526 
   
 
   
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
        
Cash paid for        
Interest (net of amounts capitalized) $5,742  $7,826 
Income taxes $17,074  $7,402 

See Notes to Condensed Unaudited Consolidated Financial Statements

4


CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS

                
     December 31,     December 31,
     2003 September 30, 2002
     (Unaudited) 2003 (Unaudited)
     
 
 
         (Thousands)    
PROPERTY, PLANT AND EQUIPMENT
            
 Utility plant, at cost $1,109,034  $1,097,591  $1,062,632 
 Real estate properties and other, at cost  34,353   30,999   25,358 
   
   
   
 
   1,143,387   1,128,590   1,087,990 
 Accumulated depreciation and amortization  (280,685)  (275,986)  (259,521)
   
   
   
 
  Property, plant and equipment, net  862,702   852,604   828,469 
   
   
   
 
CURRENT ASSETS
            
 Cash and temporary investments  5,116   1,839   2,295 
 Customer accounts receivable  269,589   126,910   241,244 
 Unbilled revenues  40,111   3,649   41,821 
 Allowance for doubtful accounts  (5,901)  (5,635)  (5,298)
 Regulatory assets  64,539   75,735   44,807 
 Gas in storage, at average cost  195,844   188,679   116,099 
 Materials and supplies, at average cost  2,985   2,754   2,793 
 Prepaid state taxes  450   11,056   450 
 Derivatives  62,453  ��21,290   12,303 
 Broker margin accounts  35,107   6,600   31,033 
 Other  19,669   16,846   19,063 
   
   
   
 
  Total current assets  689,962   449,723   506,610 
   
   
   
 
NON-CURRENT ASSETS
            
 Equity investments  16,514   15,432   14,132 
 Regulatory assets  183,444   189,140   126,873 
 Derivatives  18,094   16,105   6,341 
 Construction fund  7,800       
 Other  40,410   47,975   29,857 
   
   
   
 
  Total non-current assets  266,262   268,652   177,203 
   
   
   
 
   Total assets $1,818,926  $1,570,979  $1,512,282 
   
   
   
 
             
  March 31, September 30, March 31,
  2004 2003 2003
  (Unaudited)
  
 (Unaudited)
  (Thousands)
PROPERTY, PLANT AND EQUIPMENT
            
Utility plant, at cost $1,121,477  $1,097,591  $1,070,692 
Real estate properties and other, at cost  39,074   30,999   26,137 
   
 
   
 
   
 
 
   1,160,551   1,128,590   1,096,829 
Accumulated depreciation and amortization  (286,262)  (275,986)  (264,625)
   
 
   
 
   
 
 
Property, plant and equipment, net  874,289   852,604   832,204 
   
 
   
 
   
 
 
CURRENT ASSETS
            
Cash and temporary investments  25,194   1,839   15,676 
Customer accounts receivable  334,708   126,910   462,517 
Unbilled revenues  30,079   3,649   25,723 
Allowance for doubtful accounts  (6,594)  (5,635)  (5,837)
Regulatory assets  42,547   75,735   43,975 
Gas in storage, at average cost  85,329   188,679   62,630 
Materials and supplies, at average cost  3,051   2,754   3,046 
Prepaid state taxes  450   11,056   450 
Derivatives  67,688   21,290   18,925 
Broker margin accounts     6,600   2,104 
Other  19,485   16,846   29,950 
   
 
   
 
   
 
 
Total current assets  601,937   449,723   659,159 
   
 
   
 
   
 
 
NON-CURRENT ASSETS
            
Equity investments  17,398   15,432   13,387 
Regulatory assets  172,405   189,140   136,085 
Derivatives  22,622   16,105   12,881 
Restricted cash-construction fund  7,800       
Other  40,459   47,975   29,414 
   
 
   
 
   
 
 
Total non-current assets  260,684   268,652   191,767 
   
 
   
 
   
 
 
Total assets $1,736,910  $1,570,979  $1,683,130 
   
 
   
 
   
 
 

See Notes to Condensed Unaudited Consolidated Financial Statements

5


CONDENSED CONSOLIDATED BALANCE SHEETS
CAPITALIZATION AND LIABILITIES

                
     December 31,     December 31,
     2003 September 30, 2002
     (Unaudited) 2003 (Unaudited)
     
 
 
         (Thousands)    
CAPITALIZATION
            
 Common stock equity $438,049  $418,941  $385,210 
 Long-term debt  233,094   257,899   344,892 
   
   
   
 
  Total capitalization  671,143   676,840   730,102 
   
   
   
 
CURRENT LIABILITIES
            
 Current maturities of long-term debt  27,730   2,448   2,350 
 Short-term debt  299,100   185,800   151,650 
 Purchased gas  274,292   200,630   234,095 
 Accounts payable and other  25,298   41,053   27,976 
 Postretirement employee benefit liability  2,769   3,321   17,823 
 Dividends payable  8,902   8,442   8,369 
 Accrued taxes  52,328   36,515   27,811 
 Derivatives  60,691   22,750   12,495 
 Customers’ credit balances and deposits  27,124   22,644   17,283 
   
   
   
 
  Total current liabilities  778,234   523,603   499,852 
   
   
   
 
NON-CURRENT LIABILITIES
            
 Deferred income taxes  112,875   113,608   101,466 
 Deferred investment tax credits  8,714   8,801   9,062 
 Deferred revenue  13,018   13,418   14,619 
 Derivatives  20,275   22,039   3,151 
 Manufactured gas plant remediation  108,800   108,800   65,830 
 Postretirement employee benefit liability  15,640   15,248   7,714 
 Regulatory liabilities  78,791   77,433   75,238 
 Other  11,436   11,189   5,248 
   
   
   
 
  Total non-current liabilities  369,549   370,536   282,328 
   
   
   
 
   Total capitalization and liabilities $1,818,926  $1,570,979  $1,512,282 
   
   
   
 
             
  March 31, September 30, March 31,
  2004 2003 2003
  (Unaudited)
  
 (Unaudited)
  (Thousands)
CAPITALIZATION
            
Common stock equity $490,238  $418,941  $424,972 
Long-term debt  317,314   257,899   269,118 
   
 
   
 
   
 
 
Total capitalization  807,552   676,840   694,090 
   
 
   
 
   
 
 
CURRENT LIABILITIES
            
Current maturities of long-term debt  27,687   2,448   2,393 
Short-term debt  16,000   185,800   68,300 
Gas purchases payable  314,371   200,630   466,006 
Accounts payable and other  33,684   41,053   33,437 
Postretirement employee benefit liability  3,283   3,321   17,438 
Dividends payable  8,951   8,442   8,389 
Accrued taxes  79,071   36,515   54,577 
Derivatives  46,017   22,750   19,192 
Broker margin accounts  4,320       
Customers’ credit balances and deposits  18,455   22,644   12,391 
   
 
   
 
   
 
 
Total current liabilities  551,839   523,603   682,123 
   
 
   
 
   
 
 
NON-CURRENT LIABILITIES
            
Deferred income taxes  117,560   113,608   108,090 
Deferred investment tax credits  8,627   8,801   8,975 
Deferred revenue  12,618   13,418   14,219 
Derivatives  22,374   22,039   13,694 
Manufactured gas plant remediation  108,800   108,800   65,830 
Postretirement employee benefit liability  16,595   15,248   9,038 
Regulatory liabilities  80,125   77,433   76,355 
Other  10,820   11,189   10,716 
   
 
   
 
   
 
 
Total non-current liabilities  377,519   370,536   306,917 
   
 
   
 
   
 
 
Total capitalization and liabilities $1,736,910  $1,570,979  $1,683,130 
   
 
   
 
   
 
 

See Notes to Condensed Unaudited Consolidated Financial Statements

6


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

         
  Three Months Ended
  December 31,
  2003 2002
  
 
Net income $24,378  $23,323 
   
   
 
Other comprehensive income:        
Change in fair value of equity investments, net of tax of $(151) and $362  218   (525)
Change in fair value of derivatives, net of tax of $893 and $(5,765)  (979)  6,743 
   
   
 
Other comprehensive income  (761)  6,218 
   
   
 
Comprehensive income $23,617  $29,541 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Net income $51,027  $41,244  $75,405  $64,567 
   
 
   
 
   
 
   
 
 
Other comprehensive income:                
Change in fair value of equity investments, net of tax of $(53), $(54), $(204) and $308  77   78   296   (446)
Change in fair value of derivatives, net of tax of $(4,366), $(3,039), $(3,473) and $(8,803)  6,322   4,400   5,343   11,143 
   
 
   
 
   
 
   
 
 
Other comprehensive income  6,399   4,478   5,639   10,697 
   
 
   
 
   
 
   
 
 
Comprehensive income $57,426  $45,722  $81,044  $75,264 
   
 
   
 
   
 
   
 
 

See Notes to Condensed Unaudited Consolidated Financial Statements

7


NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. General

     The condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The September 30, 2003, balance sheet data is derived from the audited financial statements of New Jersey Resources (NJR or the Company). These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in NJR’s 2003 Annual Report on Form 10-K.10-K, as amended on Form 8-K, which was filed on April 2, 2004.

     In the opinion of management, the information furnished reflects all adjustments necessary for a fair statement of the results of the interim periods. Because of the seasonal nature of NJR’s utility and wholesale energy services operations, in addition to other factors, the financial results for the interim periods presented are not indicative of the results to be expected for the entire year.

     Certain reclassifications have been made of previously reported amounts to conform to current year classifications.

2. Principles of Consolidation

     The condensed consolidated financial statements include the accounts of NJR and its subsidiaries, New Jersey Natural Gas (NJNG), NJR Energy Services (NJRES), NJR Retail Holdings (Retail Holdings), NJR Capital Services (Capital) and NJR Service. Significant intercompany transactions and accounts have been eliminated.

     The Retail and Other segment includes Retail Holdings and its wholly-ownedwholly owned subsidiary, NJR Home Services (NJRHS). NJRHS has a wholly-ownedwholly owned subsidiary, NJR Plumbing Services. Retail and Other also includes Capital and its wholly-ownedwholly owned subsidiaries, Commercial Realty & Resources (CR&R), NJR Investment and NJR Energy.

3. New Accounting Standards

     In December 2003,April 2004, the Financial Accounting Standards Board (FASB) posted FASB Staff Position No. FAS 129-1 (FSP 129-1), “Disclosure requirements under FASB Statement No. 129, Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities.” The purpose of FSP 129-1 is to interpret how the disclosure provisions of Statement 129 apply to contingently convertible securities and to their potentially dilutive effects on earnings per share. NJR has completed its assessment of FSP 129-1 and has determined it does not have any contingently convertible securities.

     In January 2004, the FASB posted FASB Staff Position No. FAS 106-1 (FSP 106-1), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” FSP 106-1 permits a plan sponsor to defer recognizing the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) until authoritative guidance on the accounting is issued and requires certain disclosures. We estimate that the provisions of the Act will reduce our accumulated postretirement benefit obligation and our net postretirement benefit costs during fiscal year 2004. However, our assessment of the reduction has not been completed. When specific authoritative guidance is issued, it could require NJR to change previously reported information. (See Note 10. - Pension and Other Postretirement Benefit (OPEB) Plan Information).

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     In December 2003, the FASB revised Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” This interpretation provides guidance on the identification and consolidation of variable interest entities (VIEs), whereby consolidation is achieved through means other than through control. NJR has completed its assessment of FIN 46 and has determined that it does not have any VIEs.

     In December 2003, the FASB revised Statement of Financial Accounting Standards (SFAS) No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits (SFAS 132).” SFAS 132 revises employers’ disclosures about pension and other postretirement benefit plans. NJR has complied with the guidelines of SFAS 132 as they relate to the interim period disclosures (See Note 9.10.EmployeePension and Other Postretirement Benefit Plans)(OPEB) Plan Information).

     In July 2003, the Emerging Issues Task Force (EITF) issued EITF No. 03-11, “Reporting Realized Gains and Losses on Derivative Instruments That areAre Subject to FASB Statement No. 133 and Not Held for Trading Purposes.” EITF No. 03-11 clarifies the income statement presentation for derivative contracts not held for trading purposes. NJR has completed its assessment of EITF No. 03-11 and has determined that it will not have an impact on its financial condition, results of operations or cash flows.

84. Regulatory Assets & Liabilities

     Regulatory assets on the Consolidated Balance Sheets including the following:

                 
  As of As of As of  
  March 31, September 30, March 31,  
  2004
 2003
 2003
 Recovery Period
      (Thousands)        
Regulatory assets – current                
Underrecovered gas costs $45,027  $80,242  $44,910  Less than one year(1)
Weather-normalization clause  (2,480)  (4,507)  (935) Less than one year(4)
   
 
   
 
   
 
     
Total $42,547  $75,735  $43,975     
   
 
   
 
   
 
     
Regulatory assets – non-current                
Remediation costs                
Expended, net $48,364  $44,117  $50,316  (2)               
Liability for future expenditures  108,800   108,800   65,830  (3)               
Underrecovered gas costs  1,391   2,827   5,823  Through Nov. 2004 (1)
Postretirement benefit costs  2,870   3,021   3,172  Through Sept. 2013(4)
Derivatives  6,172   28,870   10,551  Through Oct. 2010(5)
Societal benefit charges  4,808   1,505   393  Various(2) (4)             
   
 
   
 
   
 
     
Total $172,405  $189,140  $136,085     
   
 
   
 
   
 
     

(1)Recoverable, subject to New Jersey Board of Public Utilities (BPU) approval, without interest except for $13.9 million that is recoverable with interest.

(2)Recoverable, subject to BPU approval, with interest over rolling 7-year periods. See Note 5. – Legal and Regulatory Proceedings.

(3)Estimated future expenditures. Recovery will be requested when actual expenditures are incurred. See Note 13. – Commitments and Contingent Liabilities.

(4)Recoverable/refundable, subject to BPU approval, through a specific rate order.

(5)Recoverable, subject to BPU approval, through Basic Gas Supply Service.

9


4.     If there are changes in regulatory positions that indicate the recovery of regulatory assets are not probable, the related cost would be charged to income.

             
  As of As of As of
  March 31, September 30, March 31,
  2004
 2003
 2003
      (Thousands)    
Regulatory liabilities – non-current            
Cost of removal obligation $74,304  $71,494  $70,496(1)
Market development fund  5,821   5,939   5,859 
   
 
   
 
   
 
 
Total $80,125  $77,433  $76,355 
   
 
   
 
   
 
 

(1)$70.5 million of asset removal costs recovered through rates in excess of actual costs incurred have been reclassified from Accumulated depreciation at March 31, 2003, to conform to recent SEC guidance and current period presentation.

5. Capitalized and Deferred Interest

     NJR’s capitalized interest totaled $91,000$115,000 and $81,000$65,000 for the three months ended DecemberMarch 31, 2004 and 2003, respectively, and 2002,$206,000 and $146,000 for the six months ended March 31, 2004 and 2003, respectively, at average interest rates of 1.521.44 percent, 1.58 percent, 1.47 percent and 1.811.69 percent, respectively. These amounts are included in construction work in progress, a component of Utility plant and Real estate properties and other on the Consolidated Balance Sheets and are reflected in the Consolidated Statements of Income as a reduction to Interest charges, net. NJNG does not capitalize a cost of equity for its utility plant construction activities.

     Pursuant to a New Jersey Board of Public Utilities (BPU) order, NJNG is permitted to recover carrying costs on uncollected balances related to underrecovered natural gas costs incurred through October 31, 2001, and its manufactured gas plant (MGP) remediation expenditures. (See Note 5d.6d. – MGP Remediation). Accordingly, Other income included $743,000$650,000 and $525,000$547,000 of deferred interest related to remediation and underrecovered gas costs for the three months ended DecemberMarch 31, 2004 and 2003, respectively, and 2002,$1.4 million and $1.1 million for the six months ended March 31, 2004 and 2003, respectively.

5.6. Legal and Regulatory Proceedings

a. Energy Deregulation Legislation

     In February 1999, the Electric Discount and Energy Competition Act (EDECA), which provides the framework for the restructuring of New Jersey’s energy market, became law. In March 2001, the BPU issued a written order that approved a stipulation among various parties to fully open NJNG’s residential markets to competition, restructure its ratesprices and expand an incentive for residential and small commercial customers to switch to transportation service. As required by EDECA, NJNG restructured its ratesprices to segregate its Basic Gas Supply Service (BGSS), the component of ratesprices whereby NJNG provides the commodity and capacity to the customer, and delivery (i.e., transportation) prices.

     In June 2001, NJNG earns no gross margin on the BPU initiated a proceeding regardingcommodity portion of its natural gas sales. NJNG earns gross margin through the provisiontransportation of BGSS. In July 2001, NJNG submitted a BGSS proposal that provides for additional customer choices, including various pricing options.natural gas to its customers. Customers can choose the supplier of their natural gas commodity. In January 2002, the BPU issued an order, which stated that BGSS could be provided by suppliers other than

10


the state’s natural gas utilities, but BGSS should be provided by the state’s natural gas utilities until further BPU action. On October 22, 2003, the BPU approved a stipulation whereby the parties agreed to develop a commodity pooling program, which is related to NJNG’s proposal.

     TheUnder EDECA, the BPU is required to audit the state’s energy utilities’ competitive services businessbusinesses every two years. The primary purpose of the audit is to ensure that utilities and their affiliates offering unregulated retail services do not have any unfair competitive advantage over nonaffiliated providers of similar retail services. In June 2002, the BPU initiated a compliance audit of NJNG. In March 2003, an independent consulting firm, engaged by the BPU, completed its audit of NJNG. The audit report found that NJNG and its affiliates do not have an unfair competitive advantage over other competitive service providers. It also confirmed that NJNG has established and maintained effective accounting, functional and management separation between itself and its affiliates. Approval of the audit by the BPU is pending.

b. BGSS

     On January 6, 2003, the BPU approved a statewide BGSS agreement requiring all New Jersey natural gas utilities to make an annual filing by June 1 for review of BGSS and a potential price change to be effective October 1. After proper notice and BPU action on the June filing, theThe agreement allows natural gas utilities to increase residential and small commercial customer BGSS prices up to 5 percent on a self-

9


implementing basis on December 1 and February 1.1 on a self-implementing basis, after proper notice and BPU action on the June filing. Such increases are subject to subsequent BPU review and approval.

     On February 6, 2003, NJNG received approval for a 6 percent price increase effective immediately, and on August 18, 2003, NJNG received approval for an 8.7 percent price increase effective September 1, 2003. These increases, which were due to higher wholesale commodity costs, became final in January 2004.

     On December 30, 2003, NJNG filed supporting documentation for a 5 percent self-implementing price increase that became effective on February 1, 2004. The increase was necessary due primarily to higher wholesale commodity costs and is subject to refund with interest.

     During fiscal 2002, NJNG received a 10.8 percent price decrease effective December 1, 2001, and a 3 percent price decrease effective February 6, 2002, reflecting lower projected wholesale natural gas costs.

NJNG is eligible to receive incentives for reducing BGSS costs through a series of gross margin-sharing programs that include off-system sales, capacity release, portfolio-enhancing and financial risk management programs. On October 22, 2003, the BPU approved an agreement whereby the existing gross margin sharing between customers and shareowners for off-system sales, capacity release and financial risk management transactions was extended through October 31, 2006. As part of this agreement, the portfolio-enhancing programs,program, which includeincludes an incentive for the permanent reduction of the cost of capacity, continued to receive sharing treatment between customers and shareowners through April 30, 2004, for transactions entered into on or before December 31, 2002. This BPU action also provided for the parties to evaluate the appropriateness of a new capacity reliability incentive for the BPU’s consideration by October 1, 2004. NJNG believes that the elimination of the portfolio-enhancing program will not have a material effect on its financial position, results of operations or cash flows.

     TheOn October 22, 2003, the BPU also approved a new pilot storage incentive program that will share gains and losses on an 80/20 percent basis between customers and shareowners, respectively. This 1-year program will measure the difference between the actual cost of natural gas in storage and a benchmark applicable to the April-through-October injection season.

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c. Other Adjustment Clauses

     On October 22, 2003, the BPU approved NJNG’s request to update factors used in its weather-normalization clause (WNC), which is designed to stabilize year-to-year fluctuations that may result from changing weather patterns on both NJNG’s gross margin and customers’ bills. Consumption factors had not been adjusted to reflect NJNG’s growth and actual customer base since the settlement of its last base rate case nearly a decade ago. Updating the consumption factors results in the WNC being more reflective of actual weather.

     In March 2003, the BPU approved a permanent statewide Universal Service Fund (USF) program, effective July 1, 2003. The USF program was established for all natural gas and electric utilities in New Jersey for the benefit of limited-income customers. Eligible customers will receive a credit toward their utility bill. The credits applied to eligible customers will be recovered through a USF rider. NJNG will recover carrying costs on deferred USF balances. On April 1, 2004, NJNG and all of the other energy utilities in the state filed for an approximate one-half percent price increase to support the statewide USF program. This increase was necessary to support estimates of program expenditures for the coming year.

     NJNG has proposed a Smart Growth pilot program for Asbury Park and Long Branch, New Jersey, which would invest new capital in the infrastructure of these cities. NJNG’s proposal features a recovery mechanism referred to as the Targeted Revitalization Infrastructure Program (TRIP), which would provide

10


a current return on and return of any capital invested in this program. NJNG estimates that it would invest approximately $14 million under this program.program over three years. The BPU is currently reviewing this proposal.

     NJNG is also involved in various proceedings associated with several other adjustment clauses and an audit of its BGSS, which in NJNG’s opinion willwould not have a material adverse impact on its financial condition or results of operations.

d. MGP Remediation

     NJNG has identified 11 former MGP sites, dating back to the late 1800s and early 1900s, which contain contaminated residues from the former gas manufacturing operations. Ten of the 11 sites in question were acquired by NJNG in 1952. Gas manufacturing operations ceased at these sites at least by the mid-1950s and, in some cases, had been discontinued many years earlier. All of the former gas manufacturing facilities were subsequently dismantled by NJNG or the previous owners. Since October 1989, NJNG has been operating under Administrative Consent Orders or Memoranda of Agreement with the New Jersey Department of Environmental Protection (NJDEP) covering all 11 sites. These orders and agreements establish the procedures to be followed in developing a final remedial cleanup plan for each site. NJNG is currently involved in administrative proceedings with the NJDEP with respect to the plant sites in question, and is participating in various studies and investigations by outside consultants to determine the nature and extent of any such contaminated residues and to develop appropriate programs of remedial action, where warranted. Until September 2000, most of the cost of such studies and investigations had been shared under an agreement with the former owner, Jersey Central Power & Light Company (JCP&L), now owned by FirstEnergy Corporation (FirstEnergy), and operator of 10 of the MGP sites. In September 2000, a revised agreement was executed pursuant to which NJNG is responsible for two of the sites, while JCP&L is responsible for the remaining eight sites. Also in September 2000, NJNG purchased a 20-year cost-containment insurance policy for the two sites. NJNG continues to participate in the investigation and remedial action and bearbears the cost related to the one MGP site that was not subject to the original cost-sharing agreement.

     In June 1992, the BPU approved a remediation rider through which NJNG, may, subject to BPU approval, recover its remediation expenditures, including carrying costs, over rolling 7-year periods.

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NJNG is currently recovering remediation expenditures incurred through June 30, 1998. In September 1999 and January 2001, NJNG filed for recovery of remediation expenditures, including carrying costs, incurred in the years ended June 30, 1999 and 2000, respectively. In March 2003, NJNG filed testimony for recovery of remediation expenditures, including carrying costs, for the 2-year period ending June 30, 2002. The BPU is currently reviewing these three filings, seeking total recovery of $55 million and, while NJNG believes that all costs are probable of recovery, no assurance can be given as to the ultimate resolution of this matter. As of DecemberMarch 31, 2003, $46.22004, $48.4 million of previously incurred remediation costs, net of recoveries from customers and insurance proceeds received and anticipated, are included in Regulatory assets on the Consolidated Balance Sheet (See Note 12.13. – Commitments and Contingent Liabilities).

     In March 1995, NJNG instituted an action for declaratory relief against 24 separate insurance companies in the Superior Court of New Jersey, Docket No. OCM-L-859-95. These insurance carriers provided comprehensive general liability coverage to NJNG from 1951 through 1985. The complaint was amended in July 1996 to name Kaiser-Nelson Steel and Salvage Company (Kaiser-Nelson) and its successors as additional defendants. In September 2001, NJNG reached a favorable settlement with the insurance carrier that provided the majority of NJNG’s coverage. This settlement involves a significant cash payment to NJNG that will be paid in four installments ending October 2004. NJNG has now dismissed or reached a settlement with all of its insurance carriers. NJNG continues to pursue its claim

11


against Kaiser-Nelson for environmental damages caused by Kaiser-Nelson’s decommissioning of structures at several MGP sites. Formal mediation was held in January 2004, which was unsuccessful. As a result, a trialA hearing on insurance coverage for the defendant is currently scheduled for March 15,May 14, 2004. No assurance can be given as to the ultimate resolution of this matter.

e. Long Branch MGP Site Litigation

     Since July 2003, a totalseries of 303 complaints, now 357 in total, have been filed in the Superior Court of New Jersey Monmouth County Law Division, Docket No. MON-L-2883-03,Superior Court against NJNG, NJR, and JCP&L alleging, amongand FirstEnergy. The complaints were originally filed in Monmouth County, but, as of February 2004, were designated as a Mass Tort Litigation for centralized case management purposes and transferred to the Bergen County Law Division.

     Among other things, the complaints allege personal injuries, wrongful death, survivorship actions, and property damage and claims for medical monitoring stemming from the operation and remediation of the former MGP site in Long Branch, New Jersey. The relief sought, which has yet to be quantified by plaintiffs, includes compensatory damages, the establishment of a medical monitoring fund, disgorgement of alleged profits, cost of cleanup and remediation, natural resource damages, and punitive damages. Plaintiffs’ counsel are in the process of filing “short form” complaints which will more clearly delineate the claims and relief sought by individual plaintiffs. However, at present, there are close to 100 claims for personal injuries and about 25 claims for actual property damage, with all plaintiffs seeking medical monitoring and damages for loss of quality of life.

     JCP&L hasand FirstEnergy have made a demand upon NJNG and NJR for indemnification as a result of the September 2000 agreement between itthese entities and NJNG, whereby NJNG assumed responsibility for the Long Branch site. NJNG has agreed to honor the terms of the indemnity agreement. NJNG and NJR have answered all of the complaints. In February 2004, the complaints were designated as a mass tort for centralized case management purposes and transferred from the Superior Court of New Jersey, Monmouth County Law Division to the Bergen County Law Division.

     The Company’s insurance carriers have been notified of the claims, and its insurer, under an Environmental Response Compensation and Liability Policy, has agreed to provide a defense and certain coverage, subject to a reservation of rights regarding certainvarious allegations in the complaints.complaints, typically not covered by insurance.

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     The court has ordered a litigation schedule, which requires that the parties complete all fact and expert discovery on all 357 cases by May 2005. That schedule also includes an anticipated initial trial date of October 3, 2005.

     The Company believes that it is not liable under the allegations of the complaints, and further believes that any liability that could possibly be assessed against it, with the exception of liability for punitive damages, would be recoverable through insurance or may be recoverable through the remediation rider. However, no assurance can be given as to the ultimate resolution of this matter or the impact on the Company’s financial condition, results of operations or cash flows.

f. Various

     The Company is party to various other claims, legal actions and complaints arising in the ordinary course of business. In the Company’s opinion, the ultimate disposition of these matters will not have a material adverse effect on its financial condition, results of operations or cash flows.

6.7. Earnings Per Share

     In accordance with SFAS No. 128, “Earnings Per Share” (EPS), which established standards for computing and presenting basic and diluted EPS, the incremental shares required for inclusion in the denominator for the diluted EPS calculation were 549,972545,819 and 341,459419,349 for the three months ended DecemberMarch 31, 2004 and 2003, respectively, and 2002,536,427 and 412,523 for the six months ended March 31, 2004 and 2003, respectively. These shares relate to stock options and restricted stock and were calculated using the treasury stock method. The numerator for each applicable basic and diluted EPS calculation was net income.

12


     In October 2002, NJR adopted the fair value method of recording stock-based compensation under SFAS 123.No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). NJR adopted the prospective application of SFAS 123 for options granted after October 1, 2002, the cost of which will beis being expensed through the income statement based on the fair value of the award at the grant date. In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure” (SFAS 148), which provides implementation guidance for the adoption of SFAS 123. NJR has complied with the guidelines of SFAS 148 with respect to the adoption and disclosure of SFAS 123. The following is a reconciliation of the As Reported and Pro Forma net income for options granted prior to October 1, 2002, which are accounted for under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.”

         
  Three Months Ended
  December 31,
  2003 2002
  
 
  (Thousands)
Net Income, as reported $24,378  $23,323 
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects  31    
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects  (142)  (153)
   
   
 
Pro forma Net Income $24,267  $23,170 
   
   
 
Earnings Per Share:        
Basic – as reported $.89  $.86 
   
   
 
Basic – pro forma $.89  $.86 
   
   
 
Diluted – as reported $.87  $.85 
   
   
 
Diluted – pro forma $.87  $.85 
   
   
 

7. Construction Fund and14


                 
  Three Months Ended
March 31,
 Six Months Ended
March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Net Income, as reported $51,027  $41,244  $75,405  $64,567 
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects  31   31   62   62 
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects  (122)  (136)  (252)  (275)
   
 
   
 
   
 
   
 
 
Pro forma Net Income $50,936  $41,139  $75,215  $64,354 
   
 
   
 
   
 
   
 
 
Earnings Per Share:                
Basic – as reported $1.86  $1.52  $2.75  $2.39 
   
 
   
 
   
 
   
 
 
Basic – pro forma $1.85  $1.52  $2.74  $2.38 
   
 
   
 
   
 
   
 
 
Diluted – as reported $1.82  $1.50  $2.70  $2.35 
   
 
   
 
   
 
   
 
 
Diluted – pro forma $1.82  $1.50  $2.69  $2.35 
   
 
   
 
   
 
   
 
 

8. Long-Term Debt and Restricted Cash-Construction Fund

     In March 2004, NJR issued $25 million of Unsecured Senior Notes with a 5-year maturity and an interest rate of 3.75 percent. The proceeds of the Unsecured Senior Notes were used to repay existing indebtedness of NJR.

     In March 2004, NJNG issued $60 million of Unsecured Senior Notes with a 10-year maturity and an interest rate of 4.77 percent. The proceeds of the Unsecured Senior Notes were used to repay existing indebtedness of NJNG.

     In December 2003, NJR entered into a $200 million committed credit facility with several banks, which replaced a $180 million credit facility. This facility consists of $120 million with a 364-day term and an $80 million revolving credit facility with a 3-year term expiring January 2006. The NJR facility is used to finance its unregulated operations. NJNG,Neither NJNG’s assets nor the results of its operations are obligated or pledged to support the NJR facility.

     In December 2003, NJNG entered into a $225 million credit facility with several banks, which replaced a $200 million credit facility. This facility consists of $175 million with a 364-day term and a $50 million revolving credit facility with a 3-year term expiring January 2006. The NJNG facility is used primarily to primarily support its commercial paper borrowings. Consistent with NJNG’s intent to maintain a portion of its commercial paper borrowings on a long-term basis, and as supported by its long-term revolving credit facility, $15 million and $20$25 million of commercial paper borrowings are included in Long-term debt on the Consolidated Balance Sheets at September 30, 2003, and DecemberMarch 31, 2002,2003, respectively. No commercial paper borrowings are included in Long-term debt on the Consolidated Balance Sheets at DecemberMarch 31, 2003.2004.

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     NJNG enters into loan agreements with the New Jersey Economic Development Authority (EDA) under which the EDA issues tax-exempt bonds, to the public, and the proceeds are loaned to NJNG. To secure its loans from the EDA, NJNG issues First Mortgage Bonds to the EDA with interest rates and maturity dates identical to the EDA Bonds. In July 2002, the EDA approved $12 million of new funds to finance construction in NJNG’s northern division in Morris County over three years. In September 2003, the BPU approved NJNG’s petition to issue up to $112 million of First Mortgage Bonds, Private Placement Bonds, EDA loan agreements, or Medium-Term Notes over the next three years. In December 2003, NJNG entered into a loan agreement whereby the EDA loaned NJNG the proceeds from its $12 million, 5% Natural Gas Facilities Revenue Bonds, which NJNG deposited into a construction fund. NJNG issued and delivered to the EDA like amounts of its 5% Series HH First Mortgage Bonds, due December 2038, and immediately drew down $4.2 million from the construction fund.

     In July 2002, NJNG entered into interest-rate caps of $97.1 million, with several banks at a rate of 3.25 percent, expiring in July 2004. These caps are designed to limit NJNG’s variable rate debt exposure for outstanding tax-exempt EDA Bonds, the proceeds of which were loaned to NJNG. The interest-rate caps are treated as cash flow hedges with changes in fair value accounted for in Other comprehensive income.

     In December 2003 and 2002, NJNG received $3.9 million and $5.3 million in connection with the sale-leaseback of its vintage 2003 and 2002 meters, respectively. NJNG has the ability to continue the sale-leaseback meter program on an annual basis.

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8.9. Segment Reporting

     The Natural Gas Distribution segment consists of regulated natural gas and off-system and capacity management operations. The Energy Services segment consists of unregulated fuel and capacity management and wholesale marketing operations. The Retail and Other segment consists of appliance and installation services, commercial real estate development, investment and other corporate activities.

          
   Three Months Ended
   December 31,
   2003 2002
   
 
   (Thousands)
Operating Revenues        
 Natural Gas Distribution $252,234  $226,084 
 Energy Services  385,498   438,812 
 Retail and Other  5,745   4,999 
   
   
 
Subtotal  643,477   669,895 
 Intersegment revenues*  (23)  (1,116)
   
   
 
Total $643,454  $668,779 
   
   
 
Operating Income        
 Natural Gas Distribution $33,090  $34,798 
 Energy Services  9,193   6,920 
 Retail and Other  372   178 
   
   
 
Total $42,655  $41,896 
   
   
 
Net Income        
 Natural Gas Distribution $19,065  $19,523 
 Energy Services  5,273   3,871 
 Retail and Other  40   (71)
   
   
 
  $24,378  $23,323 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Operating Revenues                
Natural Gas Distribution $399,607  $334,795  $651,841  $560,879 
Energy Services  633,095   815,404   1,018,593   1,254,216 
Retail and Other  4,983   4,668   10,320   9,425 
   
 
   
 
   
 
   
 
 
Subtotal  1,037,685   1,154,867   1,680,754   1,824,520 
Intersegment revenues(1)
  (24)  (2,530)  (47)  (3,646)
   
 
   
 
   
 
   
 
 
Total $1,037,661  $1,152,337  $1,680,707  $1,820,874 
   
 
   
 
 �� 
 
   
 
 
Operating Income                
Natural Gas Distribution $59,582  $58,434  $92,672  $93,232 
Energy Services  27,148   12,461   36,341   19,381 
Retail and Other  288   249   252   185 
   
 
   
 
   
 
   
 
 
Total $87,018  $71,144  $129,265  $112,798 
   
 
   
 
   
 
   
 
 
Net Income                
Natural Gas Distribution $35,318  $34,161  $54,383  $53,684 
Energy Services  15,316   7,283   20,589   11,154 
Retail and Other  393   (200)  433   (271)
   
 
   
 
   
 
   
 
 
Total $51,027  $41,244  $75,405  $64,567 
   
 
   
 
   
 
   
 
 

     *Consists
(1)Consists of transactions between subsidiaries that are eliminated in consolidation.

The Company’s assets of transactions between subsidiaries that are eliminated in consolidation.

NJR’s assets foreach of the various business segments are detailed below:

              
   As of As of As of
   December 31, September 30, December 31,
   2003 2003 2002
   
 
 
   (Thousands)
Assets            
 Natural Gas Distribution $1,351,392  $1,285,894  $1,179,846 
 Energy Services  387,418   213,253   247,480 
 Retail and Other  80,116   71,832   84,956 
   
   
   
 
Total $1,818,926  $1,570,979  $1,512,282 
   
   
   
 
             
  As of As of As of
  March 31, 2004
 September 30, 2003
 March 31, 2003
  (Thousands)
Assets            
Natural Gas Distribution $1,316,807  $1,285,894  $1,205,422 
Energy Services  312,234   213,253   398,724 
Retail and Other  107,869   71,832   78,984 
   
 
   
 
   
 
 
Total $1,736,910  $1,570,979  $1,683,130 
   
 
   
 
   
 
 

1517


10. Pension and Other Postretirement Benefit (OPEB) Plan Information

9. Employee Benefit Plans

Pension Plans

     NJR has two trusteed, noncontributory defined benefit retirement plans covering regular represented and nonrepresented employees with more than one year of service. All represented employees of NJRHS hired on or after October 1, 2000, are covered by an enhanced defined contribution plan instead of the defined benefit plan. Defined benefit plan benefits are based on years of service and average compensation during the highest 60 consecutive months of employment.

     The components of the qualified plans net pension cost were as follows:

          
   Three Months Ended
   December 31,
   2003 2002
   
 
   (Thousands)
Service cost $742  $705 
Interest cost  1,471   1,399 
Expected return on plan assets  (1,967)  (1,870)
Amortization of:        
 Prior service cost  26   25 
 Unrecognized loss  190   180 
   
   
 
Total net pension cost $462  $439 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Service cost $816  $729  $1,617  $1,366 
Interest cost  1,618   1,554   3,206   2,911 
Expected return on plan assets  (2,164)  (1,786)  (4,287)  (3,347)
Amortization of:                
Recognized net initial obligation  (37)  (88)  (74)  (164)
Prior service cost  29   27   57   50 
Unrecognized loss (gain)  209   67   414   126 
   
 
   
 
   
 
   
 
 
Total net pension cost $471  $503  $933  $942 
   
 
   
 
   
 
   
 
 

     NJR does not have any minimum funding requirements in fiscal 2004 and NJR did not make any contributions to its pension plans in the three or six month periods ended March 31, 2004. If market performance is less than anticipated, additional funding may be required.

Other Postretirement Benefits

     NJR provides postretirement medical and life insurance benefits to employees who meet the eligibility requirements.

     Effective October 1, 1998,On December 8, 2003, The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. On January 12, 2004, the BPU approvedFASB issued FSP No. FAS 106-1(FSP 106-1), “Accounting and Disclosure Requirements Related to the recoveryNew Medicare Prescription Drug, Improvement and Modernization Act of $4.9 million2003.” Pursuant to FSP 106-1, NJR elected to defer the effects of deferred costs over 15 years, whichthe Act until final rules are issued by the FASB. Accordingly, the OPEB amounts presented below do not reflect the impact of the Act. NJR believes the provisions of the Act will reduce the net periodic OPEB cost and the accumulated OPEB benefit obligation during fiscal year 2004. However, our assessment of the reduction has not been completed. When specific authoritative guidance is included in Regulatory assets on the Consolidated Balance Sheets.issued, it could require NJR to change previously reported information.

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     The components of the net Other Postretirement Benefits (OPEB)OPEB cost are as follows:

          
   Three Months Ended
   December 31,
   2003 2002
   
 
   (Thousands)
Service cost $321  $249 
Interest cost  562   435 
Expected return on plan assets  (213)  (165)
Amortization of:        
 Transitional obligation  101   79 
 Prior service cost  21   16 
 Unrecognized loss  173   134 
   
   
 
Total net OPEB cost $965  $748 
   
   
 

16


                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Service cost $322  $229  $643  $450 
Interest cost  562   465   1,124   911 
Expected return on plan assets  (213)  (144)  (426)  (282)
Amortization of:                
Transitional obligation  102   89   203   174 
Prior service cost  21   18   42   36 
Unrecognized loss  173   121   346   237 
   
 
   
 
   
 
   
 
 
Total net OPEB cost $967  $778  $1,932  $1,526 
   
 
   
 
   
 
   
 
 

     For the 3-month periodthree and six month periods ended DecemberMarch 31, 2003,2004, $1.2 million of contributions have beenwere made to the OPEB plan.plans. NJR anticipates contributing an additional $2.1 million during the remainder of fiscal 2004. If market performance is less than anticipated, additional funding may be required.

10.11. Investments

     In July 2001, NJR entered into a 5-year, zero-premium collar to hedge cash flows associated with the forecasted sale of 100,000 shares of its investment in Capstone Turbine Corporation. The collar consists of a purchased put option with a strike price of $9.97 per share and a sold call option with a strike price of $24.16 per share for 100,000 shares. NJR accounts for the transaction as a cash flow hedge, with changes in fair value accounted for as Other comprehensive income. Other comprehensive income for the threesix months ended DecemberMarch 31, 2003,2004, included a $1,000$41,000 unrealized gainloss related to this collar. Through DecemberMarch 31, 2003,2004, Accumulated other comprehensive income included a $752,000$710,000 unrealized gain related to this collar.

11.12. Comprehensive Income

     The amounts included in Accumulated otherOther comprehensive income related to natural gas instruments, which have been designated cash flow hedges, will reduce or increase natural gas costs as the underlying physical transaction impacts earnings. Based on the amount recorded in Accumulated other comprehensive income at DecemberMarch 31, 2003, $3.22004, $19.1 million is expected to be recorded as a decrease to natural gas costs for the remainder of fiscal 2004. For the three months ended DecemberMarch 31, 2004 and 2003, and 2002, $10.9$26.7 million was credited and $1.4$33.8 million was charged to natural gas costs, respectively, and for the six months ended March 31, 2004 and 2003, $15.8 million was credited and $54.3 million was charged to natural gas costs, respectively. These cash flow hedges cover various periods of time ranging from JanuaryMay 2004 to October 2010.

12.19


13. Commitments and Contingent Liabilities

     NJNG is involved with environmental investigations and remedial actions at certain MGP sites (See Note 5d.6d. – MGP Remediation and Note 5e.6e. – Long Branch MGP Site Litigation). In September 2003, with the assistance of an outside consulting firm, NJNG updated an environmental review of the MGP sites, including a review of their potential liability for investigation and remedial action. Based on this review, NJNG estimates at the time of the review that, exclusive of any insurance recoveries, total future expenditures to remediate and monitor the three MGP sites it is responsible for will range from $108.8 million to $146.3 million. NJNG’s estimate of these liabilities is based upon currently availableknown facts, existing technology and presently enacted laws and regulations.regulations as existed when the review was completed. However, actual costs may differ from these estimates. Where available information is sufficient to estimate the amount of the liability, it is NJNG’s policy to accrue the full amount of such estimate. Where the information is sufficient only to establish a range of probable liability and no point within the range is more likely than any other, it is NJNG’s policy to accrue the lower end of the range. Accordingly, NJNG has recorded an MGP remediation liability and a corresponding Regulatory asset of $108.8 million on the Consolidated Balance Sheet. The actual costs to be incurred by NJNG are dependent upon several factors, including final determination of remedial action, changing technologies and governmental regulations, the ultimate ability of other responsible parties to pay and any insurance recoveries. NJNG will continue to seek recovery of such costs through its remediation rider. If any future regulatory position indicates that the recovery of such costs is not probable, the related cost would be charged to income.

     NJRES is the marketing agent for the Stagecoach storage project. Stagecoach is a high-injection/high-withdrawal facility in New York with 12 billion cubic feet (Bcf) of working natural gas capacity connected to the Tennessee Gas Pipeline.

17


NJRES’ Stagecoach marketing and management agreement ends March 31, 2012, subject to termination rights. During this period, NJRES has agreed to arrange contracts for, or purchase at fixed prices, sufficient services to provide Stagecoach with revenues of approximately $22 million annually from April 1, 2003, to March 31, 2012. Stagecoach must notify NJRES of its intent to sell services under the aforementioned contract by November 30 of the prior annual period. Stagecoach did not notify NJRES of its intent to sell services for the annual period ended March 31, 2005. Therefore, NJRES has no purchase obligation related to this period. NJRES has reached 1- to 5-year agreements with Stagecoach customers with varying expiration dates, the last of which is August 31, 2008. The value of these services totals 74 percent, 57 percent and 50 percent of NJR’s potential purchase obligation for the annual periods ended March 31, 2006 through 2008, respectively.

     In August 2002, NJNG, in connection with its system requirements, entered into 2-year agreements for Stagecoach storage and transportation services ending July 31, 2004. In January 2004, NJNG extended its agreements with Stagecoach through March 31, 2008. These agreements were awarded pursuant to an open bid process.

     Due to the price levels of the potential purchase obligations to NJRES, as compared with current market prices, and the current and expected level of contracts, NJR does not currently believe that the potential purchase obligation in the Stagecoach agreement will result in any future material future losses.

     Under the Stagecoach agreement, NJRES is also required to provide and maintain 2 Bcf of firm base natural gas at the Stagecoach facility for the term of the agreement.

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13. Regulatory Assets & Liabilities

     At December 31, 2003, September 30, 2003, and December 31, 2002, respectively, NJR had the following Regulatory assets on the Consolidated Balance Sheets:

                   
    As of As of As of    
    December 31, September 30, December 31,    
    2003 2003 2002 Recovery Period
    
 
 
 
    (Thousands)    
Regulatory assets – current                
 Underrecovered gas costs $64,539  $80,242  $34,909  Less than one year(1)
 Weather-normalization clause     (4,507)  9,898  Less than one year(4)
   
   
   
     
  $64,539  $75,735  $44,807     
   
   
   
     
Regulatory assets – non-current                
 Remediation costs                
  Expended, net $46,180  $44,117  $45,190  (2)
  Liability for future expenditures  108,800   108,800   65,830  (3)
 Underrecovered gas costs  7,360   2,827   11,625  Through Nov. 2004(1)
 Postretirement benefit costs  2,946   3,021   3,247  Through Sept. 2013(4)
 Weather-normalization clause  1,242        (4)
 Derivatives  15,678   28,870     Through Oct. 2010(5)
 Societal benefit charges  1,238   1,505   981  Various(2)(4)
   
   
   
     
  $183,444  $189,140  $126,873     
   
   
   
     

(1)Recoverable, subject to BPU approval, without interest except for $13.9 million that is recoverable with interest.
(2)Recoverable, subject to BPU approval, with interest over rolling 7-year periods. See Note 5. – Legal and Regulatory Proceedings.
(3)Estimated future expenditures not yet recovered through a rate order.
(4)Recoverable/refundable, subject to BPU approval, through a specific rate order.
(5)Recoverable, subject to BPU approval, through BGSS.

     If there are changes in regulatory positions that indicate the recovery of regulatory assets is not probable, the related cost would be charged to income.

              
   As of As of As of
   December 31, September 30, December 31,
   2003 2003 2002
   
 
 
   (Thousands)
Regulatory liabilities – non-current            
 Cost of removal obligation $72,873  $71,494  $69,081 
 Market development fund  5,918   5,939   6,157 
   
   
   
 
  $78,791  $77,433  $75,238 
   
   
   
 

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14. Other

     At DecemberMarch 31, 2003,2004, there were 27,391,80627,509,061 shares of common stock outstanding, and the book value per share was $15.99.$17.82.

     Certain reclassifications have been made of previously reported amounts to conform to current year classifications.21

20


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED DECEMBERMARCH 31, 20032004

Management’s Overview

New Jersey Resources (NJR or the Company) is an energy services holding company providing retail and wholesale natural gas and related energy services to customers in states from the Gulf Coast to New England, and Canada. Its principal subsidiary, New Jersey Natural Gas (NJNG), is a natural gas utility providing natural gas service in central and northern New Jersey and also participates in the off-system sales and capacity release markets. NJNG is regulated by the New Jersey Board of Public Utilities (BPU). Other operating subsidiaries includeNJR’s most significant unregulated subsidiary, NJR Energy Services (NJRES), which provides unregulated fuel and capacity management and wholesale marketingenergy services. Included in theThe Retail and Other segment isincludes NJR Home Services (NJRHS), which provides service, sales and installation of appliances; NJR Energy, an investor in energy-related ventures; Commercial Realty and Resources (CR&R), a commercial real estate developer; and NJR Investment, which makes energy-related equity investments. Net income and assets by business segment are as follows:

                  
   Three Months Ended
   December 31,
   2003 2002
   
 
   (Thousands)
Net Income                
 Natural Gas Distribution $19,065   78% $19,523   84%
 Energy Services  5,273   22   3,871   16 
 Retail and Other  40      (71)   
   
   
   
   
 
Total $24,378   100% $23,323   100%
   
   
   
   
 
                  
   As of As of
   December 31, December 31,
   2003 2002
   
 
   (Thousands)
Assets                
 Natural Gas Distribution $1,351,392   74% $1,179,846   78%
 Energy Services  387,418   21   247,480   16 
 Retail and Other  80,116   5   84,956   5 
    
   
   
   
 
Total $1,818,926   100% $1,512,282   100%
    
   
   
   
 
                 
  Six Months Ended
  March 31,
  2004
 2003
  (Thousands)
Net Income                
Natural Gas Distribution $54,383   72% $53,684   83%
Energy Services  20,589   27   11,154   17 
Retail and Other  433   1   (271)   
   
 
   
 
   
 
   
 
 
Total $75,405   100% $64,567   100%
   
 
   
 
   
 
   
 
 
                 
  As of March,
  2004
 2003
  (Thousands)
Assets                
Natural Gas Distribution $1,316,807   76% $1,205,422   72%
Energy Services  312,234   18   398,724   24 
Retail and Other  107,869   6   78,984   4 
   
 
   
 
   
 
   
 
 
Total $1,736,910   100% $1,683,130   100%
   
 
   
 
   
 
   
 
 

The Natural Gas Distribution operations have been managed with the goal of growing profitability,profitably without the need for traditional base rate increases. NJNG, working together with the BPU and the New Jersey Division of the Ratepayer Advocate, has been able to accomplish this goal over the lastfor more than 10 years through several key initiatives including:

Managing its customer growth, which is expected to increase at about 2.5 percent annually.

22


¨Managing its customer growth, which is expected to increase at about 2.5 percent annually.
¨ Generating earnings from various BPU-authorized gross margin-sharing incentive programs, which have been extended through 2006.

21


 
¨ Reducing the impact of weather on NJNG’s earnings through a recently updated weather-normalizationweather normalization clause (WNC).
 
¨ Managing the volatility of wholesale natural gas prices through a hedging program to help keep our customers’ prices as stable as possible.
Improving our cost structure through various productivity initiatives, as well as lowering our cost of capital.

The energy servicesEnergy Services segment focuses on pipeline capacity trading, storage management and marketingproviding wholesale energy services, and onincluding base load natural gas services, peaking services, balancing services utilizing physical assets it controls as well as providing natural gas management services.services to third parties. NJRES’ contribution to earnings has increased over the past several years due primarily to increases in pipeline and storage capacity assets, higher volumes of natural gas sold and under management and the volatile nature of wholesale natural gas prices.prices and higher management fees. The volatile nature of wholesale natural gas prices over short periods of time can significantly impact NJRES’ revenue and gross margin. Furthermore, gross margin for NJRES is generally greater during the winter months, while the fixed costs of its capacity assets are generally spread throughout the year. Future growth is expected to come from opportunities that include NJRES’ role as the marketing agent for the Stagecoach storage field, along with the acquisition of additional storage and pipeline capacity assets and portfolio management services.services for third parties.

In the Retail and Other segment, NJRHS is focused on growing an appliance installation business through its existing service contract customer base. CR&R is currently constructing a 200,000-square-foot building and seeking additional opportunities to enhance the value of its undeveloped land.

In the conduct of the Company’s business, management focuses on factors it believes may have significant influence on the Company’s future financial results. OurNJR’s policy is to work together with all of our stakeholders, including customers, regulators and policymakers, to achieve favorable results for all of our stakeholders.results. These factors include the rate of NJNG’s customer growth in its service territory, which can be influenced by general economic conditions, as well as political and regulatory policies that may impact the new housing market. A healthy part of NJNG’s customer growth comes from the conversion market, which is influenced by the delivered cost of natural gas as compared with other competing fuels, interest rates and other economic conditions. While the impact of weather on NJNG’s gross margin has been significantly mitigated due to the WNC, significant variations from normal weather which effect customer usage patterns, can impact NJNG’s gross margin. NJNG’s operating expenses are heavily influenced by labor costs, a large component of which are covered by a recently renegotiatednegotiated collective bargaining agreement, which expires in 2008. Labor-related fringe benefit costs, which are also subject to numerous factors, may also influence the Company’s results.

As a regulated company, NJNG is required to record the impact of regulatory decisions on its financial statements. As a result, certain costs are deferred and treated as regulatory assets pending BPU decisions regarding their ultimate recovery from customers. The most significant costs incurred that are subject to this accounting treatment include wholesale natural gas costs and manufactured gas plant (MGP) remediation costs and wholesale natural gas costs. Actual remediation costs may vary from management’s estimates due to the developing nature of remediation requirements and related litigation.litigation (See Note 6d. – MGP Remediation and Note 6e. – Long Branch MGP Site Litigation). If there are changes in the regulatory position on the recovery of these costs, such costs would be charged to income.

Due to the capital-intensive nature of NJNG’s operations, and the seasonal nature of the Company’sNJR’s working capital requirements, significant changes in interest rates can also impact ourNJR’s results.

23


Results of Operations

     NetNJR’s income for the quarterthree months ended DecemberMarch 31, 2003,2004, increased 4.724 percent to $24.4$51 million, compared with $23.3$41.2 million for the same period last year. Basic earnings per share (EPS) increased 3.522 percent to $.89,$1.86, compared with $.86$1.52 last year. Diluted EPS increased 2.421 percent to $.87,$1.82, compared with $.85$1.50 last year.

     NJR’s income for the six months ended March 31, 2004, increased 17 percent to $75.4 million, compared with $64.6 million for the same period last year. Basic EPS increased 15 percent to $2.75, compared with $2.39 last year. Diluted EPS increased 15 percent to $2.70, compared with $2.35 last year.

     The increase in net income for the three and six months ended DecemberMarch 31, 2003,2004, was attributable primarily to expanded market opportunitieshigher gross margin at NJRES. ContinuedNJRES from its portfolio of storage and transportation capacity assets as well as higher management fees and to continued profitable customer growth andat NJNG.

22


lower interest costs at NJNG, substantially offset the impact of weather that was 10.1 percent warmer than last year.

Natural Gas Distribution Operations

     The Natural Gas Distribution segment consists solely of NJNG, which provides regulated natural gas services to customers in central and northern New Jersey and participates in the off-system sales and capacity release markets.

     NJNG’s financial results are summarized as follows:

          
   Three Months Ended
   December 31,
   2003 2002
   
 
   (Thousands)
Operating revenue $252,234  $226,084 
   
   
 
Gross margin        
 Residential and commercial $52,286  $52,907 
 Transportation  7,092   7,812 
   
   
 
Total firm margin  59,378   60,719 
 Off-system and capacity management  1,546   1,218 
 Interruptible  278   144 
   
   
 
Total gross margin  61,202   62,081 
Operation and maintenance expense  19,337   18,730 
Depreciation and amortization  8,063   7,882 
Other taxes not reflected in gross margin  712   671 
   
   
 
Operating income $33,090  $34,798 
   
   
 
Other income $837  $403 
   
   
 
Net income $19,065  $19,523 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Revenue $399,607  $334,795  $651,841  $560,879 
   
 
   
 
   
 
   
 
 
Gross margin                
Residential and commercial $77,510  $73,891  $129,727  $126,799 
Transportation  8,939   11,335   16,099   19,147 
   
 
   
 
   
 
   
 
 
Total firm margin  86,449   85,226   145,826   145,946 
Off-system and capacity management  2,158   1,706   3,704   2,924 
Interruptible  223   40   501   182 
   
 
   
 
   
 
   
 
 
Total gross margin  88,830   86,972   150,031   149,052 
   
 
   
 
   
 
   
 
 
Operation and maintenance expense  20,480   20,089   39,817   38,819 
Depreciation and amortization  8,139   7,799   16,202   15,681 
Other taxes not reflected in gross margin  629   650   1,340   1,320 
   
 
   
 
   
 
   
 
 
Operating income $59,582  $58,434  $92,672  $93,232 
   
 
   
 
   
 
   
 
 
Other income $722  $299  $1,559  $702 
   
 
   
 
   
 
   
 
 
Interest charges, net $3,008  $2,856  $5,963  $6,217 
   
 
   
 
   
 
   
 
 
Net income $35,318  $34,161  $54,383  $53,684 
   
 
   
 
   
 
   
 
 

23


Gross Margin

     Gross margin is defined as natural gas revenues less natural gas purchases, sales tax, a Transitional Energy Facilities Assessment (TEFA), which is included in Energy and other taxes on the Consolidated

24


Statements of Income, and regulatory rider expenses. Regulatory rider expenses consist of recovery of state-mandated programs and the remediation adjustment clause costs. These expenses are designed to be primarily offset by corresponding revenues. Management believes that gross margin provides a more meaningful basis for evaluating utility operations than revenue since natural gas costs, sales tax, TEFA and regulatory rider expenses are passed through to customers, and therefore have no effect on gross margin. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices in NJNG’s Basic Gas Supply Service (BGSS) tariff, approved by the BPU. The BGSS allows the recovery ofprice includes projected natural gas costs, that exceednet of supplier refunds, the levelimpact of hedging activities and credits from non-firm sales and transportation activities, and recovers or refunds the difference, if any, of such projected costs compared with those included in prices through levelized charges to customers. Any under- or over-recoveries are deferred and reflected in the NJNG base rates.BGSS in subsequent years. Sales tax is calculated at 6 percent of revenue and excludes sales to cogeneration facilities, other utilities, off-system sales and federal accounts. TEFA is calculated on a per-therm basis and excludes sales to cogeneration facilities, other utilities and off-system sales. Regulatory rider expenses are calculated on a per-therm basis. Sales tax and TEFA, which are presented gross in the Consolidated Statements of Income, totaled $12.9$22 million and $12$34.9 million for the three and six months ended DecemberMarch 31, 20032004, respectively, compared with $19.9 million and 2002, respectively.$31.9 million for the same periods last year. The increase is due to increased revenues.revenues and therms delivered. Regulatory rider expenseexpenses totaled $2.6$4.3 million and $1.3$7 million for the three and six months ended DecemberMarch 31, 20032004, respectively, compared with $1.9 million and 2002, respectively. This increase is$3.3 million for the same periods last year. The increases are the result of higher rates for the Universal Service Fund.

Firm Margin

     Gross margin from residential and commercial customers is subject to a WNC, which provides for a revenue adjustment if the weather varies by more than one-half of 1 percent from normal weather (i.e., 20-year average). On October 22, 2003, the BPU approved NJNG’s request to update factors used in the WNC. Several components of the calculation had not been adjusted to reflect NJNG’s growth since the conclusion of NJNG’s last traditional base rate case in January 1994. Updating the consumption factors havehas made the resulting calculations from the WNC more reflective of the actual impact of weather. The accumulated adjustment from one heating season (i.e., October through May) is billed or credited to customers in subsequent periods. This mechanism reduces the variability of both customers’ bills and NJNG’s earnings due to weather fluctuations.

     The components of gross margin from firm customers are affected by customers switching between sales service and transportation service. NJNG’s total gross margin is not negatively affected negatively by customers who use its transportation service and purchase natural gas from another supplier because its tariff is designed so that no profit is earned on the commodity portion of sales to firm customers. All customers who purchase natural gas from another supplier continue to use NJNG for transportation service.

     Total firm margin decreased $1.3increased $1.2 million, or 21.4 percent, for the three months ended DecemberMarch 31, 2003,2004, compared with the same period last year. This decrease wasyear, due to continued customer growth. Total firm margin decreased $100,000, or less than one percent, for the six months ended March 31, 2004, compared with the same period last year, due primarily to the impact of weather that was 10.16 percent warmer than last year,weather which was partially offset by continued customer growth. NJNG estimates that for the six months ended March 31, 2003, the colder weather resulted in approximately $2.2 million of additional margin beyond that captured in the WNC in place at that time.

     The weather for the threesix months ended DecemberMarch 31, 2003,2004, was 2.34 percent warmercolder than normal, which in accordance with the WNC, resulted in the accrualdeferral of $1.3$2.4 million of gross margin for recovery from future credits to

25


NJNG’s customers in the future.customers. For the threesix months ended DecemberMarch 31, 2002, 9.72003, the 12 percent colder-than-normal weather resulted in $1.6$7.4 million of additional margin being deferred for credit to NJNG’s customers.

24


future credits under the WNC.

     Gross margin from sales to residential and commercial customers decreased $621,000,increased $3.6 million, or 1.24.9 percent, and $2.9 million, or 2.3 percent, for the three and six months ended DecemberMarch 31, 2003,2004, respectively, compared with the same periodperiods last year. The increases were due primarily to customers switching back to firm sales service from transportation and continued customer growth. Sales to residential and commercial customers were 16.1 billion cubic feet (Bcf)27.8 Bcf and 43.9 Bcf for the three and six months ended DecemberMarch 31, 2003,2004, compared with 17.127.4 Bcf and 44.5 Bcf for the same periodperiods last year. These decreases were due to the warmer weather.

     Gross margin from transportation service decreased $720,000,$2.4 million, or 921.1 percent, and $3 million, or 15.9 percent, for the three and six months ended DecemberMarch 31, 2003,2004, respectively, compared with the same period last year. NJNG transported 2.6 Bcf for the three months ended December 31, 2003, compared with 3 Bcf for the same periodperiods last year. The decreases were due primarily to a decrease in customers switching back to salesutilizing the transportation service combined with the warmer weather.weather in 2004 as compared to 2003. NJNG transported 3.8 Bcf and 6.4 Bcf for the three and six months ended March 31, 2004, respectively, compared with 4.8 Bcf and 7.8 Bcf in the same periods last year.

     NJNG had 12,245 and 21,521 residential customers and 3,892 and 4,977 commercial customers using transportation service at March 31, 2004 and 2003, respectively.

     In fiscal 2004, NJNG expects to maintain its 2.5 percent annual customer growth rate, which would add approximately 2 Bcf of firm sales, representing about $6 million of annual gross margin.

Off-System and Capacity Management

     To reduce the overall cost of its natural gas supply commitments, NJNG has entered into contracts to sell natural gas to customers outside its franchise territory when the natural gas is not needed for system requirements. These off-system sales enable NJNG to spread its fixed demand costs, which are charged by pipelines to access their supplies year round, over a larger and more diverse customer base. NJNG also participates in the capacity release market on the interstate pipeline network when the capacity is not needed for its firm system requirements. On October 22, 2003, the BPU approved the extension of an incentive related to these programs through October 31, 2006, whereby NJNG retains 15 percent of the gross margin from these sales, with 85 percent credited to firm customers through the BGSS.

     Under a portfolio-enhancing program, which is designed to reduce the fixed cost of NJNG’s natural gas supply portfolio, any savings achieved through the permanent reduction or replacement of capacity or other services has been shared between customers and shareowners. Under this program, NJNG retained 40 percent of the savings for the first 12 months following any transaction and 15 percent for the remaining period through December 31, 2002, with 60 percent and 85 percent, respectively, credited to firm sales customers through the BGSS. On October 22, 2003, the BPU approved an agreement whereby any transactions under this program entered into before December 31, 2002, would continue to receive sharing treatment between customers and shareowners until April 30, 2004. This BPU action also provided for the parties to evaluate the appropriateness of a new capacity reliability incentive for the BPU’s consideration by October 1, 2004. NJNG believes that the elimination of this program would not have a material effect on its financial position, results of operations or cash flows.

     The financial risk management (FRM) program is designed to provide price stability to NJNG’s natural gas supply portfolio. The FRM program includes an incentive mechanism designed to encourage the use of financial instruments to hedge NJNG’s natural gas costs, with an 80/20 percent sharing of the

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costs and results between customers and shareowners, respectively. On October 22, 2003, this program was extended through October 31, 2006.

     The BPU also approved a new pilot storage incentive program that will share gains and losses on an 80/20 percent basis between customers and shareowners, respectively. This 1-year program will measure the difference between the actual cost of natural gas in storage and a benchmark applicable to the April-through-October injection season.

     NJNG’s off-system sales, capacity management and FRM programs totaled 13.513.2 Bcf and generated $1.5$2.2 million of gross margin, and 26.7 Bcf and $3.7 million of gross margin, for the three and six months ended DecemberMarch 31, 2003,2004, respectively, compared with 1412.4 Bcf and $1.2$1.7 million of gross margin, and 26.4 Bcf and $2.9 million of gross margin for the same periodrespective periods last year. The increaseincreases in gross margin waswere due primarily to the permanent reduction in fixed demand costs, which is part of the portfolio-enhancing program discussed above.higher off-system sales.

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Interruptible

     NJNG serves 5051 customers through interruptible sales and/or transportation tariffs. Sales made under the interruptible sales tariff are priced on market-sensitive energy parity rates. Although therms sold and transported to interruptible customers represented 3.93.1 percent and 4.73.7 percent of total throughput for the threesix months ended DecemberMarch 31, 20032004 and 2002,2003, respectively, they accounted for less than 1 percent of the total gross margin in each period due to the margin-sharing formulas that govern these sales. Under these formulas, NJNG retains 10 percent of the gross margin from interruptible sales and 5 percent of the gross margin from interruptible transportation sales, with 90 percent and 95 percent, respectively, credited to firm sales customers through the BGSS. Interruptible sales were .1 Bcf and .1.2 Bcf infor the threesix months ended DecemberMarch 31, 20032004 and 2002,2003, respectively. In addition, NJNG transported 1.22.4 Bcf and 1.62.8 Bcf infor the threesix months ended DecemberMarch 31, 20032004 and 2002,2003, respectively, for its interruptible customers.

Operation and maintenanceMaintenance Expense

     Operation and maintenance (O&M) expense increased $607,000,$391,000, or 3.21.9 percent, and $998,000, or 2.6 percent, for the three and six months ended DecemberMarch 31, 2003,2004, compared with the same periodperiods last yearyear. The increase in both periods was due primarily to higher labor costs.pension, other post-retirement benefits and insurance expenses.

Operating Income

     Operating income decreased $1.7increased $1.1 million, or 52 percent, and decreased $560,000, or .6 percent, for the three and six months ended DecemberMarch 31, 2003,2004, compared with the same periodperiods last year. The decreaseincrease for the quarter was due primarily to the decreaseincrease in gross margin and the increasediscussed above. The 6-month decrease in O&M discussed above.

Net Income

     Netoperating income decreased $458,000, or 2.3 percent, for the three months ended December 31, 2003, compared with the same period last year. The decrease was due primarily to the lower operating income discussed above, partially offset by lower interest expense due primarily to lower interest rates,higher O&M and depreciation expenses, which more than offset higher average debt balancesgross margin.

Net Income

     Net income increased $1.2 million, or 3.4 percent, and $699,000, or 1.3 percent, for the three and six months ended March 31, 2004, compared with the same periods last year. The increase for the quarter was due primarily to higher gross margin and operating income discussed above. The 6-month increase was due primarily to higher gross margin, an increase in deferred carrying costs resulting from higher regulatory assetassets balances, which is included in Other income.other income, and lower interest expense.

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Energy Services Operations

     NJRES provides unregulated wholesale energy services, including base load natural gas supply, pipeline capacity and storageservices, peaking services, peaking services, balancing services, utilizing physical assets it controls, as well as providing asset management services to customers in states from the Gulf Coast and mid-continent to New England and Canada.

     NJRES has built a portfolio of customers including local distribution companies, industrial companies, electric generators and retail aggregators. Sales to these customers have allowed NJRES to leverage its transportation and storage assets and manage sales to these customers in an aggregate fashion. This provides customers with the best possible pricing and allows NJRES to extract the most value from its assets. In addition, these customers have come to rely on NJRES’ energy services activities include contractingreliability, which is in part due to buythe ability to deliver from a firm supply source.

     NJRES also focuses on creating value from underutilized natural gas from suppliers at various points of receipt, aggregatingassets, which are typically amassed through contractual rights to natural gas transportation and storage assets. Gross margin is typically created by participating in transactions that maximize the economic differential between varying markets and time horizons. NJRES seeks to optimize this process on a daily basis as market conditions change by evaluating all the natural gas supplies, transportation and arranging for their transportation, negotiatingmarkets to which it has access and seeks the sale ofmost profitable alternative to serve its various markets. This enables NJRES to capture geographic pricing differences across these various markets as delivered gas prices change.

     In a similar manner, NJRES participates in natural gas and matchingstorage transactions where it seeks to identify pricing differences that occur over time, as prices for future delivery periods at many locations are readily available. NJRES captures gross margin by locking in the economic price differential between purchasing natural gas receiptsat the lowest current or future price and, deliveries based on volumes required by clients.in a related transaction, selling that gas at the highest current or future price, all within the constraints of its contracts and credit policies. Through the use of transportation and storage services, NJRES is able to generate gross margin through pricing differences that occur over the duration of time that the assets are held.

     NJRES’ portfolio management customers include wholesalenonaffiliated utilities, electric generation plants and retail energy marketers,the Stagecoach Storage Project (Stagecoach). Services provided by NJRES to the nonaffiliated utilities and electric andgenerators include optimization of underutilized natural gas utilities, independent power producers, naturalassets and basic gas producerssupply functions. Gross margin is customarily derived by a combination of a base service fee and incentive-based gross margin sharing arrangement. Services provided to Stagecoach include the marketing of firm storage and transportation capacity to third-party customers, optimization of unused storage and/or pipeline capacity, the supply of base gas to the facility and storage operators.monthly billing and back-office functions, in addition to other services. NJRES receives compensation for these services through a combination of fixed fees and revenue-sharing mechanisms.

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     NJRES’ financial results are summarized as follows:

         
  Three Months Ended
  December 31,
  2003 2002
  
 
  (Thousands)
Operating revenue $385,498  $438,812 
Gas purchases  375,409   430,603 
   
   
 
Gross margin  10,089   8,209 
Operation and maintenance expense  827   1,218 
Depreciation and amortization  52   50 
Other taxes  17   21 
   
   
 
Operating income $9,193  $6,920 
   
   
 
Net income $5,273  $3,871 
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Operating revenue $633,095  $815,404  $1,018,593  $1,254,216 
Gas purchases  603,669   801,463   979,078   1,232,066 
   
 
   
 
   
 
   
 
 
Gross margin  29,426   13,941   39,515   22,150 
Operation and maintenance expense  2,197   1,401   3,024   2,619 
Depreciation and amortization  52   49   104   99 
Other taxes  29   30   46   51 
   
 
   
 
   
 
   
 
 
Operating income $27,148  $12,461  $36,341  $19,381 
   
 
   
 
   
 
   
 
 
Net income $15,316  $7,283  $20,589  $11,154 
   
 
   
 
   
 
   
 
 

     NJRES’ operating revenues decreased $182.3 million, or 22.3 percent, and $235.6 million, or 18.8 percent for the three and six months ended DecemberMarch 31, 2003,2004, respectively, compared with the same periodperiods last year due primarily to lower volumes sold.last year’s results including a relatively large volume, low margin transportation contract which expired in March 2003. Natural gas soldmanaged and managedsold by NJRES totaled 74.695.6 Bcf and 170.2 Bcf for the three and six months ended DecemberMarch 31, 2003,2004, respectively, compared with 101.8114.2 Bcf and 216 Bcf for the same periodperiods last year. This reduction was due primarily to transportation portfolio restructuring and warmer weather.

     NJRES’ gross margin and net income increased forin the three and six months ended DecemberMarch 31, 2003,2004, compared towith the same periodperiods last year due primarily to greaterhigher gross margins generated from an increased storage and transportation portfolio. Results also included higher management fees associated with NJRES’ management of other companies’ storage, transportation and fuel contracts, including Stagecoach. Gross margin from storage transactions,this portfolio is generally greater during the additionwinter months, while the fixed costs of storagethese assets availableare spread throughout the year. Therefore, the results for optimization, as well as volatile wholesale natural gas markets.the six months will not be indicative of the results for the fiscal year.

Retail and Other Operations

     The financial results of Retail and Other consists primarily of NJRHS, which provides service, sales and installation of appliances to approximately 135,000137,000 customers; CR&R, which develops commercial real estate; and NJR Energy, which consists primarily of equity investments in Capstone Turbine Corporation; and the Iroquois Gas Transmission System, L.P. (Iroquois).

     The consolidated financial results of Retail and Other are summarized as follows:

         
  Three Months Ended
  December 31,
  2003 2002
  
 
  (Thousands)
Operating revenue $5,745  $4,999 
   
   
 
Other income $92  $249 
   
   
 
Net income (loss) $40  $(71)
   
   
 
                 
  Three Months Ended Six Months Ended
  March 31,
 March 31,
  2004
 2003
 2004
 2003
  (Thousands)
Operating revenue $4,983  $4,668  $10,320  $9,425 
   
 
   
 
   
 
   
 
 
Other income $789  $(40) $1,289  $351 
   
 
   
 
   
 
   
 
 
Net income (loss) $393  $(200) $433  $(271)
   
 
   
 
   
 
   
 
 

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     Retail and Other operating revenues increased $315,000 and $895,000 for the three and six months ended DecemberMarch 31, 2003, increased2004, respectively, compared with the same periodperiods last year, due primarily to increased appliance installation business at NJRHS.

     Other income includes the amortization of a gain related to a sale-leaseback, discussed below, and earnings generated from NJR Energy’s equity investment in Iroquois. Other income and Net income increased for the three and six months ended DecemberMarch 31, 2003, increased2004, compared with the same periodperiods last year, due primarily to improved results at Iroquois.

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     In 1996, CR&R entered into a sale-leaseback agreement for NJR’s corporate headquarters, which generated a pretax gain of $17.8 million. This gain is included in Deferred revenue and is being amortized to Other income over the 25-year term of the lease. The primary tenant of the facility, NJNG, is leasing the building under a long-term master lease agreement, which was approved by the BPU, andBPU. NJNG continues to occupy a majority of the space in the building.

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Liquidity and Capital Resources

Consolidated

     NJR’s objective is to maintain a consolidated capital structure that reflects the different characteristics of each business segment and provides adequate financial flexibility for accessing capital markets as required.

     NJR’s consolidated capital structure was as follows:

             
  As of As of As of
  December 31, September 30, December 31,
  2003 2003 2002
  
 
 
Common stock equity  44%  48%  44%
Long-term debt  23   30   39 
Short-term debt  33   22   17 
   
   
   
 
Total  100%  100%  100%
   
   
   
 
             
  As of As of As of
  March 31, September 30, March 31,
  2004
 2003
 2003
Common stock equity  58%  48%  56%
Long-term debt  37   30   35 
Short-term debt  5   22   9 
   
 
   
 
   
 
 
Total  100%  100%  100%
   
 
   
 
   
 
 

     The increasedecrease in short-term debt at DecemberMarch 31, 2004, compared with September 30, 2003, is due primarily to increasedreduced working capital requirements at NJNG and NJRES due primarily to increasedresulting from reduced levels of natural gas in storage and broker margin requirements. At December 31, 2003, NJNG reclassified its $25the issuance of $60 million 8.25% Series Z First Mortgage Bonds to current maturities of long-term debt due to its maturity date of October 1,at NJNG and $25 million at NJR in March 2004. NJR had $138.1 million and $42.3 million of outstanding debt, all of which was classified as short-term debt, at December 31, 2003 and September 30, 2003, respectively. At December 31, 2002, NJR’s outstanding debt balance was $138.4 million, of which $80 million was classified as long-term debt and $58.4 million as short-term debt.

     NJR obtains its external common equity requirements, if any, through issuances of its common stock, including the proceeds from stock issuances under its Automatic Dividend Reinvestment Plan (DRP). The DRP allows NJR, at its option, to use shares purchased on the open market or newly issued shares.

     In March 2004, NJR issued $25 million of Unsecured Senior Notes with a 5-year maturity and an interest rate of 3.75 percent. The proceeds of the Unsecured Senior Notes were used to reduce short-term debt of NJR.

     In March 2004, NJNG issued $60 million of Unsecured Senior Notes with a 10-year maturity and an interest rate of 4.77 percent. The proceeds of the Unsecured Senior Notes were used to reduce short-term debt of NJNG.

     In December 2003, NJR entered into a $200 million committed credit facility with several banks, which replaced a $180 million credit facility. This facility consists of $120 million with a 364-day term and an $80 million revolving credit facility with a 3-year term expiring January 2006. This facility provides the debt requirements to meet the working capital and external debt-financing requirements of NJR and the unregulated companies. Neither NJNG, nor the results of its operations, are obligated or pledged to support the NJR facility.

     In December 2003, NJNG entered into a $225 million credit facility with several banks, which replaced a $200 million credit facility. This facility consists of $175 million with a 364-day term and a $50 million revolving credit facility with a 3-year term expiring January 2006.

     NJNG satisfies its debt needs by issuing short- and long-term debt based upon its own financial profile. NJNG does not guarantee or otherwise directly support the debt of NJR. The seasonal nature of

31


NJNG’s operations creates large short-term cash requirements, primarily to finance natural gas purchases and customer accounts receivable. NJNG obtains working capital for these requirements, as well as for the temporary financing of construction and manufactured gas plant (MGP) remediation expenditures and energy tax payments, through the issuance of commercial paper and short-term bank loans. To support the issuance of commercial paper, NJNG maintains a committed credit facility totaling $225 million, discussed earlier. NJNG had $161$16 million, $143.5 million and $93.3$48.3 million of commercial paper borrowings supported by these facilities at DecemberMarch 31, 2003,2004, September 30, 2003, and DecemberMarch 31, 2002,2003, respectively.

     The following table is a summary of NJR’s contractual cash obligations as of DecemberMarch 31, 2003,2004, and their applicable payment due dates.

                     
  Payments Due by Period
      Less            
      than 1-3 4-5 After
Contractual Obligations Total 1 Year Years Years 5 Years

 
 
 
 
 
  (Thousands)
Long-term debt $204,845  $25,000        $179,845 
Capital lease obligations  55,979   2,748  $8,936  $3,312   40,983 
Operating leases  6,756   2,257   3,470   511   518 
Short-term debt  299,100   299,100          
Construction obligations  19,745   19,745          
Potential storage obligations  119,734      28,411   41,832   49,491 
Gas supply purchase obligations  1,124,554   699,396   291,114   82,800   51,244 
   
   
   
   
   
 
Total contractual cash obligations $1,830,713  $1,048,246  $331,931  $128,455  $322,081 
   
   
   
   
   
 
                     
          Payments Due by Period    
      Less          
      than         After
Contractual Obligations
 Total
 1 Year
 1-3 Years
 4-5 Years
 5 Years
  (Thousands)
Long-term debt $289,845  $25,000     $30,000  $234,845 
Capital lease obligations  55,156   2,687  $9,156   3,374   39,939 
Operating leases  6,936   2,378   3,630   479   449 
Short-term debt  16,000   16,000          
Construction obligations  15,321   15,321          
Potential storage obligations  109,828      26,344   39,492   43,992 
Gas supply purchase obligations  1,592,880   693,562   649,802   126,501   123,015 
   
 
   
 
   
 
   
 
   
 
 
Total contractual cash obligations $2,085,966  $754,948  $688,932  $199,846  $442,240 
   
 
   
 
   
 
   
 
   
 
 

     As of DecemberMarch 31, 2003,2004, there were NJR guarantees covering approximately $229$172 million of natural gas purchases and demand fee commitments of NJRES, included in gas supply purchase obligations above, not yet reflected in Accounts payable on the Consolidated Balance Sheet.

     In order to increase the funding level of its pension plans, NJR made tax-deductible contributions of $13.7 million in 2003, including a required minimum pension funding contribution of approximately $2.4 million. NJR is not currently required to make minimum pension funding contributions during fiscal 2004. If market performance is less than anticipated, additional funding may be required.

Off-Balance Sheet Arrangements

     NJR does not have any off-balance sheet financing arrangements.

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Cash Flows

Operating Activities

     Cash used forprovided from operating activities totaled $80.9$162 million for the threesix months ended DecemberMarch 31, 2003,2004, compared with a $23.8$164.1 million use of funds for the three months ended December 31, 2002. The increased use of fundslast year. Cash flows from operating activities decreased due primarily to less cash generated from changes in 2003 was due to increased working capital, requirements related primarily towhich more than offset higher customer receivables and increased minimum broker margin requirements, which related to volatile natural gas prices.net income.

     NJNG estimates additional MGP remediation expenditures of approximately $28.3$21.9 million during the remainder of fiscal 20042004. (See Note 5d.6d. – MGP Remediation).

Financing Activities

     Cash flow provided fromused in financing activities totaled $109.3$94.9 million for the threesix months ended DecemberMarch 31, 2003,2004, compared with $35.6$129.8 million provided for the threesix months ended DecemberMarch 31, 2002. The increase was2003. Cash used in financing activities decreased due primarily to increased borrowings to fund increased working capital needs and higher capital expenditures.expenditures and an increased amount of cash and temporary investments.

     In March 2004, NJNG issued $60 million of Unsecured Senior Notes with a 10-year maturity and 4.77 percent interest rate and NJR issued $25 million of Unsecured Senior Notes with a 5-year maturity and 3.75 interest rate. The funds were used to pay down short-term debt. Neither NJNG’s assets, nor the results of its operations, are obligated or pledged to support the NJR facility.

     In the first quarter of fiscal 2004, NJNG received $3.9 million under an existing agreement with a finance company for the sale-leaseback of its vintage 2003 meters. In 2003, NJNG received $5.3 million from the sale-leaseback of its vintage 2002 meters.

     In December 2003, NJNG entered into a loan agreement under which the New Jersey Economic Development Authority (EDA) loaned NJNG the proceeds from its $12 million, 5% Natural Gas Facilities Revenue Bonds, which NJNG deposited into a construction fund. NJNG immediately drew down $4.2 million from the construction fund and issued like amounts of its 5% Series HH Bonds to the EDA. (See Note 7.8.Construction FundLong-Term Debt and Long Term Debt)Restricted Cash-Construction Fund.)

     In December 2002, NJNG retired its 7.5% Series V First Mortgage Bonds of $25 million.

     NJNG currently anticipates that its financing requirements in 2004 and 2005 will be met through internally generated cash and the issuance of short- and long-term debt. NJNG also plans to continue its meter sale-leaseback program at approximately $5 million annually and to issue $35 million of Private Placement Bonds.annually.

     In 2004, NJR expects to finance its unregulated operations primarily through its DRP proceeds, bank credit facilities and expects to refinance a portion of its borrowings with $25 million of Private Placement Bonds.internally generated cash.

     The timing and mix of any external financings will target a common equity ratio that is consistent with maintaining NJNG’s current short- and long-term credit ratings.

Investing Activities

     Cash used in investing activities totaled $25.1$43.8 million for the threesix months ended DecemberMarch 31, 2003,2004, compared with $10.8$19.8 million for the same period last year. The increase was due primarily to increased

33


investment in NJNG’s operations, the establishment of a construction fund related to NJNG’s EDA financing discussed above, and the construction of a 200,000-square-foot build-to-suit building located in the Monmouth Shores Corporate Office Park II by CR&R, and the establishment of a construction fund related to NJNG’s EDA financing discussed above.

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&R.

     Remaining fiscal 2004 NJNG capital expenditures are estimated at $45.2$32.6 million. NJNG’s capital expenditures result primarily from the need for services, mains and meters to support its continued customer growth and general system improvements.

     NJNG’s capital expenditures are expected to increase in 2004 and 2005 from historical levels due primarily to facilities required to serve a new large firm customer, upgrading NJNG’s system in targeted areas within its service territory and the system integrity and replacement required under federal pipeline safety rulemaking.

     NJRES does not currently anticipate any significant capital expenditures in 2004 and 2005. However, the use of high-injection/high-withdrawal storage facilities and anticipated pipeline park-and-loan arrangements, combined with the related hedging activities in the volatile natural gas market, may create significant short-term cash requirements, which wouldwill be funded by NJR.

     Retail and Other capital expenditures in fiscal 2004 are primarily related to the construction of a 200,000-square-foot build-to-suit building located in the Monmouth Shores Corporate Office Park II, which is supported by a 15-year lease with an unaffiliated tenant. Total capital expenditures for the project are estimated at $22.5 million, of which $9.9$15.3 million, including real estate commissions, has been expended to date, with an expected completion in the fourth quarter of fiscal 2004. These expenditures will be financed through NJR’s committed credit facility or a construction loan.

Credit Ratings

     The table below summarizes NJNG’s credit ratings issued by two rating entities, Standard and Poor’s (S&P) Rating Information Service, and Moody’s Investors Service, Inc. (Moody’s).

     
  S&P Moody’s


Corporate Rating A+ N/A
Commercial Paper A-1 P-1
Senior Secured AA- Aa3
Ratings Outlook Stable N/AStable

     In September 2003, NJNG received upgrades from both S&P and Moody’s. S&P increased the corporate rating to A+ from A, and its first mortgage bond rating was raised to AA- from A+. Moody’s raised the long-term debt rating of NJNG to Aa3 from A2.

     NJNG’s S&P and Moody’s Senior Secured ratings are investment grade ratings and represent the fourth highest rating within the investment grade category. S&P and Moody’s give NJNG’s commercial paper the highest rating within the Commercial Paper investment grade category. Investment grade ratings are generally divided into three groups: high, upper medium, and medium. NJNG’s senior secured ratings and the commercial paper ratings fall into the high group. NJR is not a rated entity.

     NJNG is not party to any lending or other agreements that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating.

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     The ratings set forth above are not recommendations to buy, sell or hold NJR or NJNG’s securities and may be subject to revision or withdrawal at any time. These ratings should be evaluated independently of any other rating.

Wholesale Credit Risk

     NJNG and NJRES engage in wholesale marketing activities. NJR monitors and manages the credit risk of its wholesale marketing operations through credit policies and procedures that management believes reduces overall credit risk. These policies include a review and evaluation of prospective counterparties’ financial statements and/or credit ratings, daily monitoring of counterparties’ credit limits, daily communication with traders regarding credit status, and the use of credit mitigation measures such as minimum margin requirements, collateral requirements, and netting agreements. Examples of collateral include letters of credit and cash received for either prepayment or margin deposit.

     The Risk Management Committee (RMC) continuously monitors NJR’s credit risk management policies and procedures. The RMC is a group of senior officers from NJR affiliated companies, which meets twice a month and among other things, evaluates the effectiveness of existing credit policies and procedures, reviews material transactions, and discusses emerging issues.

     Presented below is a summary of gross and net credit exposures, grouped by investment and non-investment grade counterparties as of March 31, 2004. Gross credit exposure is defined as the unrealized fair value of derivative and energy trading contracts plus any outstanding receivable for the value of natural gas delivered for which payment has not yet been received. Net credit exposure is defined as gross credit exposure reduced by collateral received from counterparties and payables, where netting agreements exist. The amounts presented below exclude accounts receivable for retail natural gas sales and services.

     NJRES’ counterparty credit exposure as of March 31, 2004 is as follows:

         
  Gross Net
  Credit Credit
  Exposure
 Exposure
  (Thousands)
Investment grade $152,582  $75,575 
Non-investment grade  3,593    
Internally rated investment grade  18,361   11,644 
Internally rated non-investment grade  8,125    
   
 
   
 
 
Total $182,661  $87,219 
   
 
   
 
 

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     NJNG’s counterparty credit exposure as of March 31, 2004, is as follows:

         
  Gross Net
  Credit Credit
  Exposure
 Exposure
  (Thousands)
Investment grade $20,624  $17,239 
Non-investment grade  523    
Internally rated investment grade  4,071   2,842 
Internally rated non-investment grade  419    
   
 
   
 
 
Total $25,637  $20,081 
   
 
   
 
 

     Due to the inherent volatility in the prices of natural gas commodities and derivatives, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If a counterparty failed to perform the obligations under its contract (for example, fail to deliver or pay for natural gas), then NJR could sustain a loss. This loss would be comprised of the loss on natural gas delivered but not paid for, and/or the cost of replacing natural gas not delivered at a price higher than the price in the original contract. This loss could have a material impact on NJR’s financial condition, results of operations, or cash flows.

Critical Accounting Policies

     Management believes that it exercises good judgment in selecting and applying accounting principles. The consolidated financial statements of NJR include estimates, and actual results in the future may differ from such estimates. NJR’s Critical Accounting Policiescritical accounting policies are described below.

Regulatory Assets and Liabilities

     NJR’s largest subsidiary, NJNG, maintains its accounts in accordance with the Uniform System of Accounts as prescribed by the BPU. As a result of the ratemaking process, NJNG is required to follow SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS 71) and, consequently, the accounting principles applied by NJNG differ in certain respects from those applied by unregulated businesses. NJNG is required under SFAS 71 to record the impact of regulatory decisions on its financial statements. NJNG’s BGSS requires it to project its natural gas costs and provides the ability to recover or refund the difference, if any, of such projected costs as compared with the costs included in prices through a BGSS charge to customers. Any under- or over-recoveries are recorded as a Regulatory asset or liability on the Consolidated Balance Sheets and reflected in the BGSS in subsequent years. NJNG also enters into derivatives that are used to hedge natural gas purchases, and the offset to the resulting derivative assets or liabilities is recorded as a Regulatory asset or liability on the Consolidated Balance Sheets.

     In addition to the BGSS, other regulatory assets consist primarily of remediation costs associated with MGP sites, which are discussed below under Environmental Costs and the WNC. If there are changes in future regulatory positions that indicate the recovery of such regulatory assets is not probable, the related cost would be charged to income.

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Derivatives

     Derivative activities are recorded in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS 133), under which NJR records the fair value of derivatives held as assets and liabilities. NJR’s unregulated subsidiaries record changes in the fair value of the effective portion of derivatives qualifying as cash flow hedges, net of tax, in Accumulated other comprehensive income, a component of Common stock equity. Under SFAS 133, NJR also has certain derivative instruments that do not qualify as hedges. The change in fair value of these derivatives is recorded in Gas purchases on the Consolidated Statements of Income. In addition, the changes in the fair value of the ineffective portion of derivatives qualifying for hedge accounting are recorded as increases or decreases in natural gas costs or interest expense, as applicable, based on the nature of the derivatives. NJNG’s derivatives that are used to hedge its natural gas-purchasinggas purchasing activities are recoverable through its BGSS. Accordingly, the offset to the change in fair value of these derivatives is recorded as a Regulatory asset or liability on the Consolidated Balance Sheets. NJR has not designated any derivatives as fair value hedges as of DecemberMarch 31, 2003.2004.

     The fair value of derivative investments is determined by reference to quoted market prices of listed contracts, published quotations or quotations from independent parties. In the absence thereof, NJR uses mathematical models based on current and historical data. The effect on annual earnings of valuations from these mathematical models has been, and is expected to continue to be, immaterial.

     In providing its unregulated fuel and capacity management and wholesale marketing services, NJRES enters into physical contracts to buy and sell natural gas. These contracts qualify as normal purchases and sales under SFAS 133, in that they provide for the purchase or sale of natural gas that will be delivered in quantities expected to be used or sold by NJRES over a reasonable period in the normal course of business. Accordingly, NJRES accounts for these contracts under settlement accounting.

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Environmental Costs

     NJNG annually updates the environmental review of its MGP sites, including a review of its potential liability for investigation and remedial action, based on assistance from an outside consulting firm. On the basis of such review, NJNG estimates expenditures to remediate and monitor these MGP sites, exclusive of any insurance recoveries. NJNG’s estimate of these liabilities is based upon then currently available facts, existing technology and presently enacted laws and regulations. Where available information is sufficient to estimate the amount of the liability, it is NJNG’s policy to accrue the full amount of such estimate.

     Where the information is sufficient only to establish a range of probable liability and no point within the range is more likely than any other, it is NJNG’s policy to accrue the lower end of the range. Since NJNG believes that recovery of these expenditures, as well as related litigation costs, is probable through the regulatory process, in accordance with SFAS 71, it has recorded a regulatory asset corresponding to the accrued liability. The actual costs to be incurred by NJNG are dependent upon several factors, including final determination of remedial action, changing technologies and governmental regulations, the ultimate ability of other responsible parties to pay and any insurance recoveries. If there are changes in future regulatory positions that indicate the recovery of all or a portion of such regulatory asset is not probable, the related cost would be charged to income. As of DecemberMarch 31, 2003, $46.22004, $48.4 million of previously incurred remediation costs, net of recoveries from customers and insurance proceeds received and anticipated, are included in Regulatory assets on the Consolidated Balance Sheet. Also included in Regulatory assets at DecemberMarch 31, 2003,2004, is $108.8 million of accrued future remediation costs.

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Unbilled Revenue

     Revenues related to the sale of natural gas are generally recorded when natural gas is delivered to customers. However, determining natural gas sales to individual customers is based on reading their meters, which occurs on a systematic basis throughout the month. At the end of each month, amounts of natural gas delivered to customers since the date of the last meter read are estimated, and the corresponding unbilled revenue is recorded. This unbilled revenue is estimated each month based on natural gas delivered monthly into the system, unaccounted for natural gas based on historical results and applicable customer rates.

Postretirement Employee Benefits

     NJR’s costs of providing postretirement employee benefits are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience.

     Postretirement employee benefit costs, for example, are impacted by actual employee demographics (including age, compensation levels and employment periods), the level of contributions made to the plans and the return on plan assets. Changes made to the provisions of the plans may also impact current and future postretirement employee benefit costs. Postretirement employee benefit costs may also be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets, health care cost trends and discount rates used in determining the projected benefit obligations (PBO). In determining the PBO and cost amounts, assumptions can change from period to period, which could result in material changes to net postretirement employee benefit periodic costs and the related liability recognized by NJR.

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     NJR’s postretirement employee benefit plan assets consist primarily of U.S. equity securities, international equity securities and fixed income investments, with a targeted allocation of 52 percent, 18 percent and 30 percent, respectively. Fluctuations in actual market returns as well as changes in interest rates may result in increased or decreased postretirement employee benefit costs in future periods. Postretirement employee benefit expenses are included in O&M expense on the Consolidated Statements of Income.

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ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Financial Risk Management

Commodity Market Risks

     Natural gas is a nationally traded commodity, and itscommodity. Its prices are determined effectively by the New York Mercantile Exchange (NYMEX) and over-the-counter markets. Prices on the NYMEX and over-the-counter markets generally reflect the notional balance of natural gas supply and demand, but can also be influenced significantly from time to time by other events.

     The regulated and unregulated natural gas businesses of NJR are subject to market risk due to fluctuations in the price of natural gas. To hedge against such fluctuations, NJR has entered into futures contracts, options agreements and over-the-counter swap agreements. To manage these instruments, NJR has well-defined risk management policies and procedures, which include daily monitoring of volumetric limits and monetary guidelines. These policies and procedures are monitored by the RMC. NJR’s natural gas businesses are conducted through three of its operating subsidiaries. First, NJNG is a regulated utility whose recovery of natural gas costs is protected by the BGSS, which utilizes futures, options and swaps to hedge against price fluctuations.fluctuations and consequently, changes in fair market value of these transactions are recorded through a regulatory asset. Second, using futures and swaps, NJRES hedges purchases and sales of storage gas and transactions with wholesale customers. Finally, NJR Energy has entered into several swap transactions to hedge the 10 remaining years of an 18-year fixed-price contract to sell approximately 20.9 Bcf of natural gas (Gas Sale Contract) to a natural gas marketing company.

     NJR Energy has hedged both its price and physical delivery risks associated with the Gas Sale Contract. To hedge its price risk, NJR Energy entered into two swap agreements, effective November 1995. Under the terms of these swap agreements, NJR Energy will pay to its swap counterparties the identical fixed price it receives from the natural gas marketing company, in exchange for the payment by such swap counterparties of a floating price based on an index price, plus a spread per Mmbtu for the total volumes under the Gas Sale Contract. In order to hedge its physical delivery risk, NJR Energy entered into a purchase contract with a second natural gas marketing company for the identical volumes that it is obligated to sell under the Gas Sale Contract, under which it pays the identical floating price it receives under the swap agreements mentioned above.

     The following table reflects the changes in the fair market value of commodity derivatives from September 30, 2003, to DecemberMarch 31, 2003.

                 
  Balance Increase Less Balance
  September 30, (Decrease) in Fair Amounts December 31,
  2003 Market Value Settled 2003
  
 
 
 
  (Thousands)
NJNG $(28,870) $8,473  $(4,719) $(15,678)
NJRES  5,784   3,539   11,830   (2,507)
NJR Energy  14,940   1,141   (933)  17,014 
   
   
   
   
 
Total $(8,146) $13,153  $6,178  $(1,171)
   
   
   
   
 
2004.
                 
  Balance Increase Less Balance
  September 30, (Decrease) in Fair Amounts March 31,
  2003
 Market Value
 Settled
 2004
  (Thousands)
NJNG $(28,870) $31,023  $8,325  $(6,172)
NJRES  5,784   (11,720)  (13,282)  7,346 
NJR Energy  14,940   2,570   (2,524)  20,034 
   
 
   
 
   
 
   
 
 
Total $(8,146) $21,873  $(7,481) $21,208 
   
 
   
 
   
 
   
 
 

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     There were no contracts originated and valued at fair market value and no changes in methods of valuations during the threesix months ended DecemberMarch 31, 2003.2004.

     The following is a summary of fair market value of commodity derivatives at DecemberMarch 31, 2003,2004, by method of valuation and by maturity.

                     
              After    
  Remaining Fiscal Fiscal Fiscal Total
  Fiscal 2004 2005 2006-2008 2008 Fair Value
  
 
 
 
 
  (Thousands)
Price based on NYMEX $(2,719) $(9,089) $(9,532) $(1,091) $(22,431)
Price based on over-the-counter published quotations  7,508   4,025   8,212      19,745 
Price based upon models        566   949   1,515 
   
   
   
   
   
 
Total $4,789  $(5,064) $(754) $(142) $(1,171)
   
   
   
   
   
 
                     
              After  
  Remaining Fiscal Fiscal Fiscal Total
  Fiscal 2004
 2005
 2006-2008
 2008
 Fair Value
      (Thousands)        
Price based on NYMEX $25,818  $(14,679) $(12,980) $(1,391) $(3,232)
Price based on over-the-counter published quotations  5,751   6,780   10,313   1,889   24,733 
Price based upon models        (293)     (293)
   
 
   
 
   
 
   
 
   
 
 
Total $31,569  $(7,899) $(2,960) $498  $21,208 
   
 
   
 
   
 
   
 
   
 
 

     The following is a summary of commodity derivatives by type as of DecemberMarch 31, 2003:

                 
      Volume Price per Amounts included in
      (Bcf) Mmbtu Derivatives
      
 
 
              (Thousands)
NJNG                
  Futures  1.7  $4.02–$6.24  $9,546 
  Options  0.4  $3.25–$10.00   (1,488)
  Swaps  31.2      (23,736)
NJRES                
  Futures  (12.9) $3.29–$7.25   (6,876)
  Options  0.3  $4.50–$7.40   953 
  Swaps  38.7      3,417 
NJR Energy                
  Swaps  19.9      17,013 
               
 
Total             $(1,171)
               
 
2004:
             
  Volume Price per Amounts Included in
  (Bcf)
 Mmbtu
 Derivatives
  (Thousands)
NJNG            
Futures  45.7  $4.55-$5.79  $23,781 
Options  (13.1) $3.25-$5.75   (296)
Swaps  (67.4)     (29,657)
NJRES            
Futures  (15.3) $3.75-$6.15   3,174 
Options         
Swaps  8.0      4,172 
NJR Energy            
Swaps  34.7      20,034 
           
 
 
Total         $21,208 
           
 
 

     NJRES uses a value-at-risk (VAR) model to assess the market risk of its net futures, swaps and options positions. The VAR at DecemberMarch 31, 2003,2004, using the variance-covariance method with a 95 percent confidence level and a 1-day holding period, was $687,000.$1.8 million. The VAR with a 99 percent confidence level and a 10-day holding period was $3.1$8.2 million. The calculated VAR represents an estimate of the potential change in the value of the net positions. These estimates may not be indicative of actual results since actual market fluctuations may differ from forecasted fluctuations.

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Interest Rate Risk – Long-Term Debt

     At DecemberMarch 31, 2003,2004, the Company (excluding NJNG) had no variable rate long-term debt.

     At DecemberMarch 31, 2003,2004, NJNG had total variable-rate, long-term debt outstanding of $97 million, which is hedged by the purchase of a 3.25-percent interest-rate cap through July 2004. If interest rates were to change by 1 percent on the $97 million of variable rate debt at DecemberMarch 31, 2003,2004, NJNG’s annual interest expense, net of tax, would change by $574,000.

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ITEM 4. CONTROLS AND PROCEDURES

     As of the end of the period reported on in this report, we haveNJR has undertaken an evaluation under the supervision and with the participation of our management, including ourthe Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ourNJR’s disclosure controls and procedures were effective, in all material respects, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

     There have been no significant changes in ourNJR’s internal controls, other than the completion during the quarter ended December 31, 2003, of an automated derivative valuation system, or in other factors that could significantly affect internal controls subsequent to the date of the evaluation described above.

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PART II - OTHER INFORMATION

ITEM I.1. LEGAL PROCEEDINGS

     Information required by this Item is incorporated herein by reference to Part I, Item 1, Note 5.6. – Legal and Regulatory Proceedings.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASES OF EQUITY SECURITIES

     In 1996, the Board of Directors authorized the repurchase of up to 1 million of the Company’s common shares. In 1999 and 2002, the repurchase plan was expanded to 1.5 million shares and 2 million shares, respectively. As of March 31, 2004, the Company has repurchased 1,601,053 shares of its common stock.

     The following table sets forth NJR’s repurchase activity for the quarter ended March 31, 2004.

                 
              (d) Maximum
              Number (or
          (c) Total Number Approximate
          of Shares (or Dollar Value) of
          Units) Purchased Shares (or Units)
          as Part of That May Yet Be
  (a) Total Number (b) Average Price Publicly Purchased Under
  of Shares (or Paid per Share Announced Plans the Plans or
Period
 Units) Purchased
 (or Unit)
 or Programs
 Programs
1/1/04 - 1/31/04           421,947 
2/1/04 - 2/29/04           421,947 
3/1/04 - 3/31/04  23,000  $37.29   23,000   398,947 
   
 
   
 
   
 
   
 
 
Total  23,000  $37.29   23,000   398,947 
   
 
   
 
   
 
   
 
 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a) An annual meeting of shareholders was held on January 21, 2004.

          (b) The shareholders voted upon the following matters at the January 21, 2004 annual shareholders meeting:

          (i) The election of five (5) directors, for terms expiring in 2007. The results of the voting were as follows:

         
Director
 For
 Withheld
Lawrence R. Codey  21,532,496   165,225 
Laurence M. Downes  21,320,445   377,276 
R. Barbara Gitenstein  21,503,331   194,390 
Alfred C. Koeppe  21,508,709   189,012 
William H. Turner  21,535,789   161,932 

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     In addition to the directors elected at the annual meeting, the terms of the following members of NJR’s Board of Directors continued after the meeting: Nina Aversano, Dorothy K. Light, George R. Zoffinger, Leonard S. Coleman, J. Terry Strange, and Gary W. Wolf.

          (ii) The approval of the action to retain Deloitte & Touche LLP as auditors for the fiscal year ending September 30, 2004. The results of the voting were as follows:

         
For
 Against
 Abstain
21,453,371  118,016   126,334 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a) Exhibits

   
4-1 Amended and Restated Credit Agreement$60 million note purchase agreement by and among NJR, PNC BankNJNG and other parties named therein,J.P. Morgan Securities Inc., as placement agent, dated December 19, 2003March 15, 2004 (without exhibits)
   
4-2 Amendment$25 million note purchase agreement by and consent to the NJR syndicated credit agreement dated December 19, 2003, among NJR PNC Bank and other parties named therein
4-3Second amendment and consent to the NJNG syndicated credit agreement,J.P. Morgan Securities Inc., as placement agent, dated December 19, 2003, among NJNG, PNC Bank and other parties named thereinMarch 15, 2004 (without exhibits)
   
31-1 Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act
   
31-2 Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act
   
32-1 Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act*
   
32-2 Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act*

               (b) Reports on Form 8-K

               On OctoberJanuary 29, 2003,2004, a report on Form 8-K was filed by NJR furnishing under Item 912 information disclosed pursuant to Regulation FD (Item 12,regarding Results of Operations and Financial Condition).Condition.

               On DecemberApril 2, 2003,2004, a report on Form 8-K was filed by NJR furnishing under Item 95 information disclosedregarding the reclassification of Asset Retirement Obligations.

*This certificate accompanies this report pursuant to Regulation FD.Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by NJR for purposes of Section 18 or any other provision of the Securities Exchange Act of 1934, as amended.

 *This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by NJR for purposes of Section 18 or any other provision of the Securities Exchange Act of 1934, as amended.
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39


SIGNATURES

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
 NEW JERSEY RESOURCES CORPORATION

 
 
Date: February 9,May 10, 2004/s/ Glenn C. Lockwood   
 /s/   Glenn C. Lockwood
    
Glenn C. Lockwood
Senior Vice President

and Chief Financial Officer

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