Critical Accounting Policies



A summary of our critical accounting policies is included in Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of our Annual Report on Form 10-K for the period ended September 30,
2020. Our critical accounting policies have not changed from those reported in
the 2020 Annual Report on Form 10-K.

Recently Issued Accounting Standards

Refer to Note 2. Summary of Significant Accounting Policies for discussion of recently issued accounting standards.


                                       45
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Management's Overview

Consolidated

NJR is an energy services holding company providing retail natural gas service
in New Jersey and wholesale natural gas and related energy services to customers
in the U.S. and Canada. In addition, we invest in clean energy projects, storage
and transportation assets and provide various repair, sales and installations
services. A more detailed description of our organizational structure can be
found in Item 1. Business of our 2020 Annual Report on Form 10-K.

Reporting Segments

We have four primary reporting segments as presented in the chart below:


                     [[Image Removed: njr-20210331_g1.jpg]]

In addition to our four reporting segments above, we have non-utility operations
that either provide corporate support services or do not meet the criteria to be
treated as a separate reporting segment. These operations, which comprise Home
Services and Other, include: appliance repair services, sales and installations
at NJRHS; and commercial real estate holdings at CR&R.

Impacts of the COVID-19 Pandemic



We closely monitor developments related to the COVID-19 pandemic and have taken
steps intended to limit potential exposure for our employees and those we serve.
We have also taken proactive steps to ensure business continuity in the safe
operation of our business. Both NJR and NJNG continue to have sufficient
liquidity to meet their current obligations and business operations remain
fundamentally unchanged at this time. This remains an evolving situation, and we
cannot predict the extent or duration of the outbreak, the effects of the
pandemic on the global, national or local economy, or its effects on our
financial condition, results of operations and cash flows. We cannot predict the
nature and extent of impacts to future operations. We will continue to monitor
developments affecting our employees, customers, and operations and take
additional steps to address the COVID-19 pandemic and its impacts, as necessary.


                                       46
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Operating Results

Net income (loss) by reporting segment and operations are as follows:


                                                      Three Months Ended                                        Six Months Ended
                                                          March 31,                                                 March 31,
(Thousands)                                    2021                        2020                         2021                         2020
Net income (loss)
Natural Gas Distribution              $  80,541        54  %       $ 86,336       117  %       $ 130,008        56  %       $ 130,192        87  %
Clean Energy Ventures                    (8,872)       (6)           (8,829)      (12)           (19,146)       (8)           (17,008)      (11)
Energy Services                          75,662        51            (8,435)      (11)           114,534        49             27,590        18
Storage and Transportation                4,711         3             4,258         6              8,219         4              7,262         5
Home Services and Other                     747         -               148         -                685         -              1,257         1
Eliminations (1)                         (2,980)       (2)              368         -             (3,446)       (1)               305         -
Total                                 $ 149,809       100  %       $ 73,846       100  %       $ 230,854       100  %       $ 149,598       100  %

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



The increase in net income during the three and six months ended March 31, 2021,
compared with the three and six months ended March 31, 2020, was driven
primarily by increased earnings at Energy Services due to strong market demand
related to the extreme cold weather during February 2021. The primary drivers of
the changes noted above are described in more detail in the individual segment
discussions.

Assets by reporting segment and operations are as follows:


                                   March 31,              September 30,
(Thousands)                          2021                      2020
Assets
Natural Gas Distribution     $ 3,593,630     66  %    $  3,531,477     66  %
Clean Energy Ventures            848,290     16            814,277     15
Energy Services                  224,069      4            244,836      5
Storage and Transportation       874,976     16            844,799     16
Home Services and Other          136,531      3            138,375      3
Intercompany assets (1)         (252,362)    (5)          (257,287)    (5)
Total                        $ 5,425,134    100  %    $  5,316,477    100  %

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

The increase in assets was due primarily to additional utility plant and an increase in solar asset investments at Clean Energy Ventures, along with an increase in accounts receivable and at our Natural Gas Distribution and Energy Services segments.



Non-GAAP Financial Measures

Our management uses NFE, a non-GAAP financial measure, when evaluating our
operating results. Energy Services economically hedges its natural gas inventory
with financial derivative instruments. NFE is a measure of the earnings based on
eliminating timing differences surrounding the recognition of certain gains or
losses, to effectively match the earnings effects of the economic hedges with
the physical sale of natural gas and, therefore, eliminates the impact of
volatility to GAAP earnings associated with the derivative instruments. There is
a related tax effect on current and deferred income tax expense corresponding
with this non-GAAP measure. To the extent we utilize forwards, futures, or other
derivatives to hedge forecasted SREC production, unrealized gains and losses are
also eliminated for NFE purposes.

GAAP requires us, during the interim periods, to estimate our annual effective
tax rate and use this rate to calculate the year-to-date tax provision. We also
determine an annual estimated effective tax rate for NFE purposes and calculate
a quarterly tax adjustment based on the differences between our forecasted net
income and our forecasted NFE for the fiscal year. Since the annual estimated
effective tax rate is based on certain forecasted assumptions, the rate and
resulting NFE are subject to change. No adjustment is needed during the fourth
quarter, since the actual effective tax rate is calculated at year end.


                                       47
--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Non-GAAP financial measures are not in accordance with, or an alternative to,
GAAP and should be considered in addition to, and not as a substitute for or a
replacement of, the comparable GAAP measure and should be read in conjunction
with those GAAP results. Below is a reconciliation of consolidated net income,
the most directly comparable GAAP measure, to NFE:
                                                     Three Months Ended     

Six Months Ended


                                                         March 31,                        March 31,
(Thousands, except per share data)                   2021          2020               2021         2020
Net income                                       $  149,809    $  73,846          $ 230,854    $ 149,598
Add:
Unrealized gain on derivative instruments and
related transactions                                 29,255       (3,773)            (8,235)     (45,539)
Tax effect                                           (6,954)         897              1,958       10,828
Effects of economic hedging related to natural
gas inventory (1)                                    (7,209)      14,622            (14,741)       5,735
Tax effect                                            1,713       (3,475)             3,503       (1,363)
NFE tax adjustment                                    3,990        2,174              1,922          (37)
Net financial earnings                           $  170,604    $  84,291          $ 215,261    $ 119,222
Basic earnings per share                         $     1.56    $    0.78          $    2.40    $    1.60
Add:
Unrealized gain on derivative instruments and
related transactions                                   0.30        (0.04)             (0.09)       (0.49)
Tax effect                                            (0.08)        0.01               0.02         0.11
Effects of economic hedging related to natural
gas inventory (1)                                     (0.07)        0.15              (0.15)        0.06
Tax effect                                             0.02        (0.04)              0.04        (0.01)
NFE tax adjustment                                     0.04         0.02               0.02            -
Basic NFE per share                              $     1.77    $    0.88

$ 2.24 $ 1.27

(1)Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.

NFE by reporting segment and other operations, discussed in more detail within the operating results sections of each segment, is summarized as follows:


                                                 Three Months Ended                                         Six Months Ended
                                                      March 31,                                                 March 31,
(Thousands)                               2021                         2020                         2021                         2020
Net financial earnings (loss)
Natural Gas Distribution         $  80,541         47  %       $ 86,336       102  %       $ 130,008        60  %       $ 130,192       109  %
Clean Energy Ventures               (8,872)        (5)           (8,829)      (10)           (19,146)       (9)           (17,008)      (14)
Energy Services                     96,528         57             2,487         3             98,028        46             (2,635)       (2)
Storage and Transportation           4,711          3             4,258         5              8,219         4              7,262         6
Home Services and Other                747          -               148         -                685         -              1,257         1
Eliminations (1)                    (3,051)        (2)             (109)        -             (2,533)       (1)               154         -
Total                            $ 170,604        100  %       $ 84,291       100  %       $ 215,261       100  %       $ 119,222       100  %

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

The increase in NFE during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, was due primarily to increased earnings at Energy Services as previously discussed.

Natural Gas Distribution Segment

Overview



Our Natural Gas Distribution segment is comprised of NJNG, a natural gas utility
that provides regulated retail natural gas service throughout Burlington,
Middlesex, Monmouth, Morris and Ocean counties in New Jersey to approximately
561,500 residential and commercial customers in its service territory and also
participates in the off-system sales and capacity release markets. The business
is subject to various risks, including those risks associated with COVID-19 and
may include but is not limited to impacts to customer growth and customer usage,
customer collections, the timing and costs of capital expenditures and
construction of infrastructure projects, operating and financing costs,
fluctuations in commodity prices and customer
                                       48
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
conservation efforts. In addition, NJNG may be subject to adverse economic
conditions, certain regulatory actions, environmental remediation and severe
weather conditions. It is often difficult to predict the impact of events or
trends associated with these risks.

NJNG's business is seasonal by nature, as weather conditions directly influence
the volume of natural gas delivered to customers on an annual basis.
Specifically, customer demand substantially increases during the winter months
when natural gas is used for heating purposes. As a result, NJNG receives most
of its natural gas distribution revenues during the first and second fiscal
quarters and is subject to variations in earnings and working capital during the
year.

As a regulated company, NJNG is required to recognize the impact of regulatory
decisions on its financial statements. See Note 4. Regulation in the
accompanying Unaudited Condensed Consolidated Financial Statements for a more
detailed discussion on regulatory actions, including filings related to programs
and associated expenditures, as well as rate requests related to recovery of
capital investments and operating costs.

NJNG's operations are managed with the goal of providing safe and reliable service, growing its customer base, diversifying its utility gross margin, promoting clean energy programs and mitigating the risks discussed above.

Infrastructure projects



NJNG has significant annual capital expenditures associated with the management
of its natural gas distribution and transmission system, including new utility
plant associated with customer growth and its associated pipeline integrity
management and infrastructure programs. Below is a summary of NJNG's capital
expenditures, including accruals, for the six months ended March 31, 2021, and
estimates of expected investments for fiscal 2021 and 2022:

                     [[Image Removed: njr-20210331_g2.jpg]]

Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory oversight, environmental regulations, unforeseen events and the ability to access capital.

Infrastructure Investment Program



On February 28, 2019, NJNG filed a petition with the BPU seeking authority to
implement a five-year IIP. The IIP consists of two components: transmission and
distribution investments and information technology replacement and
enhancements. The total investment for the IIP is approximately $507 million.
All approved investments will be recovered through annual filings to adjust base
rates. On October 28, 2020, the BPU approved the Company's transmission and
                                       49
--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
distribution component of the IIP for $150 million over five years, effective
November 1, 2020. NJNG voluntarily withdrew the information technology upgrade
component and will seek to recover associated costs in future rate case
proceedings.

SAFE II and NJ RISE

NJNG continues to implement BPU-approved infrastructure projects that are designed to enhance the reliability and integrity of NJNG's natural gas distribution system.



The BPU approved the 5-year SAFE II program and the associated rate mechanism to
replace the remaining unprotected steel mains and services from NJNG's natural
gas distribution system at an estimated cost of approximately $200 million,
excluding AFUDC. With the approval of SAFE II, $157.5 million was approved for
accelerated cost recovery methodology. The remaining $42.5 million in capital
expenditures must be requested for recovery in base rate cases, of which $23.4
million was approved in NJNG's 2019 base rate case.

The BPU approved NJNG's NJ RISE capital infrastructure program, which consists
of six capital investment projects estimated to cost $102.5 million, excluding
AFUDC, for natural gas distribution storm hardening and mitigation projects,
along with associated depreciation expense. These system enhancements are
intended to minimize service impacts during extreme weather events to customers
in the most storm-prone areas of NJNG's service territory. Recovery of NJ RISE
investments is included in NJNG's base rates.

On March 30, 2020, NJNG filed a petition with the BPU requesting a rate increase
of approximately $7.4 million for the recovery associated with NJ RISE and SAFE
II capital investment costs of approximately $57.9 million. On July 24, 2020,
the Company updated the filing with actual information through June 30, 2020 and
the revised rate increase requested was $7.1 million based on $55.1 million of
actual capital investments. On September 9, 2020, the BPU approved the increase
to base rate revenue, effective October 1, 2020.

On March 31, 2021, NJNG filed a petition with the BPU requesting the final base
rate increase of approximately $311,000 for the recovery associated with NJ RISE
and SAFE II capital investments cost of approximately $3.4 million made through
June 30, 2021. This filing will be updated for actual information through June
30, 2021. Changes to base rates are anticipated to be effective October 1, 2021.

Southern Reliability Link



The SRL is an approximately 30-mile, 30-inch transmission main designed to
support improved system reliability and integrity in the southern portion of
NJNG's service territory. Construction began on the project in December 2018 and
is estimated to cost between $290 million and $310 million upon completion. On
March 30, 2021, NJNG filed a base rate case with the BPU requesting rate
recovery for SRL and other infrastructure investments. SRL is expected to be
placed in service during fiscal 2021.

Customer Growth



In conducting NJNG's business, management focuses on factors it believes may
have significant influence on its future financial results. NJNG's policy is to
work with all stakeholders, including customers, regulators and policymakers, to
achieve favorable results. These factors include the rate of NJNG's customer
growth in its service territory, which can be influenced by political and
regulatory policies, the delivered cost of natural gas compared with competing
fuels, interest rates and general economic and business conditions.

NJNG's total customers include the following:


                                   March 31,     March 31,
                                     2021          2020
Firm customers
Residential                       498,583       491,419
Commercial, industrial & other     31,313        30,545
Residential transport              22,574        22,783
Commercial transport                8,971         9,230
Total firm customers              561,441       553,977
Other                                  45            59
Total customers                   561,486       554,036


                                       50

--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
During the six months ended March 31, 2021 and 2020, respectively, NJNG added
3,694 and 4,339 new customers. NJNG expects these new customer additions, and
those customers who added additional natural gas services to their premises to
contribute approximately $2.7 million to utility gross margin during the fiscal
year.

NJNG continues to expect to add approximately 28,000 to 30,000 new customers
during the three-year period of fiscal 2021 to 2023. Based on information from
municipalities and developers, as well as external industry analysts and
management's experience, NJNG estimates that approximately 65 percent of the
growth will come from new construction markets and 35 percent from customer
conversions to natural gas from other fuel sources. This new customer and
conversion growth would increase utility gross margin under NJNG's base rates by
approximately $6.3 million annually, as calculated under NJNG's CIP tariff. See
the Natural Gas Distribution Segment Operating Results section of Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations that follows for a definition and further discussion of utility gross
margin.

Energy Efficiency Programs



SAVEGREEN conducts home energy audits and provides various grants, incentives
and financing alternatives designed to encourage the installation of
high-efficiency heating and cooling equipment and other energy efficiency
upgrades. Depending on the specific incentive or approval, NJNG recovers costs
associated with the programs over a two- to 10-year period through a tariff
rider mechanism. On March 3, 2021, the BPU approved a three-year SAVEGREEN
program consisting of approximately $126.1 million of direct investment, $109.4
million in financing options, and approximately $23.4 million in operation and
maintenance expenses, to be effective July 1, 2021.

On May 29, 2020, NJNG filed a petition with the BPU to minimally decrease its EE
recovery rate. Throughout the course of the proceeding, NJNG updated the filing
with additional actual information. Based on the updated information, the BPU
approved NJNG to maintain its existing rate, which will result in an annual
recovery of approximately $11.4 million, effective November 1, 2020.

The following table summarizes, loans, grants, rebates and related investments
as of:
                                           March 31,   September 30,
(Thousands)                                  2021           2020
Loans                                     $ 126,400   $      119,400
Grants, rebates and related investments      82,900           80,500
Total                                     $ 209,300   $      199,900



Program recoveries from customers during the six months ended March 31, 2021 and
2020, were $5.3 million and $4.5 million, respectively. The recovery includes a
weighted average cost of capital that ranges from 6.69 percent to 7.76 percent,
with a return on equity of 9.75 percent to 10.3 percent.

Conservation Incentive Program/BGSS



The CIP facilitates normalizing NJNG's utility gross margin for variances not
only due to weather but also for other factors affecting customer usage, such as
conservation and energy efficiency. Recovery of utility gross margin for the
non-weather variance through the CIP is limited to the amount of certain natural
gas supply cost savings achieved and is subject to a variable margin revenue
test. Additionally, recovery of the CIP utility gross margin is subject to an
annual earnings test. An annual review of the CIP must be filed by June 1,
coincident with NJNG's annual BGSS filing, during which NJNG can request rate
changes to the CIP. In May 2014, the BPU approved the continuation of the CIP
program with no expiration date.

NJNG's total utility firm gross margin includes the following adjustments related to the CIP mechanism:


                 Three Months Ended      Six Months Ended
                      March 31,              March 31,
(Thousands)        2021        2020       2021       2020
Weather (1)    $    6,335   $ 25,363   $ 12,790   $ 23,144
Usage              (3,839)    (2,321)    (3,245)    (1,278)
Total          $    2,496   $ 23,042   $  9,545   $ 21,866


(1)Compared with the 20-year average, weather was 4.1 percent warmer-than-normal
and 19.8 percent warmer-than-normal during the three months ended March 31, 2021
and 2020, respectively and 6.4 percent warmer-than-normal and 11.2 percent
warmer-than-normal during the.six months ended March 31, 2021 and 2020,
respectively.
                                       51
--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Recovery of natural gas costs

NJNG's cost of natural gas is passed through to our customers, without markup,
by applying NJNG's authorized BGSS rate to actual therms delivered. There is no
utility gross margin associated with BGSS costs; therefore, changes in such
costs do not impact NJNG's earnings. NJNG monitors its actual natural gas costs
in comparison to its BGSS rates to manage its cash flows associated with its
allowed recovery of natural gas costs, which is facilitated through BPU-approved
deferred accounting and the BGSS pricing mechanism. Accordingly, NJNG
occasionally adjusts its periodic BGSS rates or can issue credits or refunds, as
appropriate, for its residential and small commercial customers when the
commodity cost varies from the existing BGSS rate. BGSS rates for its large
commercial customers are adjusted monthly based on NYMEX prices.

NJNG's residential and commercial markets are currently open to competition, and
its rates are segregated between BGSS (i.e., natural gas commodity) and delivery
(i.e., transportation) components. NJNG earns utility gross margin through the
delivery of natural gas to its customers and, therefore, is not negatively
affected by customers who use its transportation service and purchase natural
gas from another supplier. Under an existing order from the BPU, BGSS can be
provided by suppliers other than the state's natural gas utilities; however,
customers who purchase natural gas from another supplier continue to use NJNG
for transportation service.

On March 27, 2020, the BPU approved, on a final basis, a decrease to NJNG's BGSS
rate for residential and small commercial customers, an increase to its
balancing charge rate, resulting in a $2.0 million decrease to the annual
revenues credited to BGSS, as well as changes to the CIP rates, which resulted
in a $10.6 million annual recovery increase, effective October 1, 2019.

On November 20, 2020, NJNG notified the BPU of its intent to provide BGSS bill
credits to residential and small commercial sales customers effective December
1, 2020 to December 31, 2020. On December 22, 2020, NJNG notified the BPU of the
extension of the BGSS bill credits through January 31, 2021. The actual bill
credits given to customers totaled $20.6 million, $19.3 million net of tax.

On March 3, 2021, the BPU approved, on a final basis, NJNG's annual petition to
modify its BGSS, balancing charge and CIP rates for residential and small
commercial customers. The rate changes resulted in a $20.4 million decrease to
the annual revenues credited to BGSS, a $3.8 million annual decrease related to
its balancing charge, as well as changes to CIP rates, which resulted in a $16.5
million annual recovery increase, effective October 1, 2020. The balancing
charge rate includes the cost of balancing natural gas deliveries with customer
usage for sales and transportation customers and balancing charge revenues are
credited to BGSS.

BGSS Incentive Programs

NJNG is eligible to receive financial incentives for reducing BGSS costs through
a series of utility gross margin-sharing programs that include off-system sales,
capacity release and storage incentive programs. These programs are designed to
encourage better utilization and hedging of NJNG's natural gas supply,
transportation and storage assets. Depending on the program, NJNG shares 80 or
85 percent of utility gross margin generated by these programs with firm
customers. Utility gross margin from incentive programs was $2.1 million and
$1.6 million during the three months ended March 31, 2021 and 2020,
respectively, and $6.7 million and $4.3 million during the six months ended
March 31, 2021 and 2020, respectively.

Hedging



In order to provide relative price stability to its natural gas supply
portfolio, NJNG employs a hedging strategy with the goal of having at least 75
percent of the Company's projected winter periodic BGSS natural gas sales
volumes hedged by each November 1 and at least 25 percent of the projected
periodic BGSS natural gas sales hedged for the following April through March
period. This is accomplished with the use of various financial instruments
including futures, swaps and options used in conjunction with commodity and/or
weather-related hedging activity.

Commodity prices



Our Natural Gas Distribution segment is affected by the price of natural gas,
which can have a significant impact on our cash flows, short-term financing
costs, the price of natural gas charged to our customers through the BGSS
clause, our ability to collect accounts receivable, which impacts our bad debt
expense, and our ability to maintain a competitive advantage over other energy
sources.
                                       52
--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Natural gas commodity prices are shown in the graph below, which illustrates the
daily natural gas prices(1) in the Northeast market region, also known as TETCO
M-3.
                     [[Image Removed: njr-20210331_g3.jpg]]

(1) Data source from S&P Global Platts.



The maximum price per MMBtu was $14.57 and $5.59 and the minimum price was $0.28
and $0.68 for the six months ended March 31, 2021 and 2020, respectively. A more
detailed discussion of the impacts of the price of natural gas on operating
revenues, natural gas purchases and cash flows can be found in the Results of
Operations and Cash Flow sections of Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations.

Societal Benefits Charge



NJNG's qualifying customers are eligible for the USF program, which is
administered by the New Jersey Department of Community Affairs, to help make
energy bills more affordable. On June 25, 2020, NJNG filed its annual USF
compliance filing proposing a decrease to the statewide USF rate, which will
result in annual decreases of approximately $400,000. On September 23, 2020, the
BPU approved the decrease, effective October 1, 2020.

On March 16, 2020, the BPU approved on a final basis NJNG's annual SBC application including recovery of remediation expenses, an increase in the RAC of approximately $1.2 million annually and an annual decrease to the NJCEP factor of $600,000, which was effective April 1, 2020.



On April 7, 2021, the BPU approved on a final basis NJNG's annual SBC
application to recover remediation expenses, including an increase in the RAC,
of approximately $1.3 million annually and an increase to the NJCEP factor, of
approximately $6.0 million, which was effective April 1, 2021.

Environmental Remediation



NJNG is responsible for the environmental remediation of former MGP sites, which
contain contaminated residues from former gas manufacturing operations that
ceased operating at these sites by the mid-1950s and, in some cases, had been
discontinued many years earlier. Actual MGP remediation costs may vary from
management's estimates due to the developing nature of remediation requirements,
regulatory decisions by the NJDEP and related litigation. NJNG reviews these
costs at the end of each fiscal year and adjusts its liability and corresponding
regulatory asset as necessary to reflect its expected future remediation
obligation. Accordingly, NJNG recognized a regulatory asset and an obligation of
$143.5 million as of March 31, 2021, a decrease of $7.1 million compared with
the prior fiscal period.
                                       53
--------------------------------------------------------------------------------
                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
In June 2019, NJNG initiated a preliminary assessment of a site in Aberdeen, New
Jersey to determine prior ownership and if former MGP operations were active at
the location. The Company is in the process of conducting site investigation
activities to identify and evaluate the nature and extent of MGP-related
contaminants present at the location. The costs associated with preliminary
assessment and site investigation activities are considered immaterial and are
included as a component of NJNG's annual SBC application to recover remediation
expenses. We will continue to gather information to further refine and enhance
its estimate of potential costs for this site as it becomes available. See Note
13. Commitments and Contingent Liabilities for a more detailed description.

Other regulatory filings and a more detailed discussion of the filings in this section can be found in Note 4. Regulation in the accompanying Unaudited Condensed Consolidated Financial Statements.

Operating Results

NJNG's operating results are as follows:


                                                      Three Months Ended         Six Months Ended
                                                           March 31,                 March 31,
(Thousands)                                            2021         2020         2021         2020
Operating revenues                                 $ 310,167    $ 297,220    $ 505,896    $ 516,843
Operating expenses
Natural gas purchases (1)                            118,452      114,256      177,761      210,078
Operation and maintenance                             52,951       39,815       96,589       76,000
Regulatory rider expense                              18,413       15,330       29,114       27,072
Depreciation and amortization                         19,475       18,100       38,644       34,917

Total operating expenses                             209,291      187,501      342,108      348,067
Operating income                                     100,876      109,719      163,788      168,776
Other income, net                                      4,293        3,792        8,189        5,058
Interest expense, net of capitalized interest          9,006        7,473       17,980       15,305
Income tax provision                                  15,622       19,702       23,989       28,337
Net income                                         $  80,541    $  86,336    $ 130,008    $ 130,192


(1)Includes related party transactions of approximately $5.2 million and $2.7
million for the three months ended March 31, 2021 and 2020, respectively, and
$8.4 million and $6.7 million for the six months ended March 31, 2021 and 2020,
respectively, the majority of which is eliminated in consolidation.

Operating Revenues and Natural Gas Purchases



During the three months ended March 31, 2021, compared with the three months
ended March 31, 2020, operating revenues increased by 4.4 percent and natural
gas purchases increased 3.7 percent. During the six months ended March 31, 2021,
compared with the six months ended March 31, 2020, operating revenues decreased
by 2.1 percent and natural gas purchases decreased 15.4 percent.

The factors contributing to the increases and decreases in operating revenues and natural gas purchases are as follows:


                                 Three Months Ended              Six Months Ended
                                      March 31,                     March 31,
                                    2021 v. 2020                   2021 v. 2020
                              Operating    Natural gas       Operating   Natural gas
(Thousands)                    revenues     purchases        revenues     purchases
Firm sales                   $   39,422   $     17,970      $  31,218   $     12,144
BGSS incentives                   5,193          4,666         (5,682)        (8,058)
SAFE II/NJ RISE                   2,681              -          5,012              -
Base rate impact                   (117)             -          5,076              -
CIP adjustments                 (20,546)             -        (12,321)             -
Average BGSS rates               (6,551)        (6,551)       (14,891)       (14,891)
Bill credits                    (11,071)       (11,071)       (20,590)       (20,590)
Other (1)                         3,936           (818)         1,231           (922)
Total increase (decrease)    $   12,947   $      4,196      $ (10,947)  $    (32,317)

(1)Other includes changes in rider rates, including those related to EE, NJCEP and other programs.


                                       54
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Non-GAAP Financial Measures

Management uses utility gross margin, a non-GAAP financial measure, when
evaluating the operating results of NJNG. NJNG's utility gross margin is defined
as natural gas revenues less natural gas purchases, sales tax, and regulatory
rider expenses, and may not be comparable to the definition of gross margin used
by others in the natural gas distribution business and other industries.
Management believes that utility gross margin provides a meaningful basis for
evaluating utility operations since natural gas costs, sales tax and regulatory
rider expenses are included in operating revenues and passed through to
customers and, therefore, have no effect on utility gross margin. Non-GAAP
financial measures are not in accordance with, or an alternative to, GAAP and
should be considered in addition to, and not as a substitute for, the comparable
GAAP measure.

Utility Gross Margin

A reconciliation of operating revenues, the closest GAAP financial measure to NJNG's utility gross margin, is as follows:


                             Three Months Ended       Six Months Ended
                                  March 31,               March 31,
(Thousands)                   2021        2020        2021        2020
Operating revenues         $ 310,167   $ 297,220   $ 505,896   $ 516,843
Less:
Natural gas purchases        118,452     114,256     177,761     210,078
Regulatory rider expense      18,413      15,330      29,114      27,072
Utility gross margin       $ 173,302   $ 167,634   $ 299,021   $ 279,693

Utility gross margin consists of three components:

•utility firm gross margin generated from only the delivery component of either a sales tariff or a transportation tariff from residential and commercial customers who receive natural gas service from NJNG;



•BGSS incentive programs, where revenues generated or savings achieved from
BPU-approved off-system sales, capacity release or storage incentive programs
are shared between customers and NJNG; and

•utility gross margin generated from off-tariff customers, as well as interruptible customers.



The following provides more information on the components of utility gross
margin and associated throughput (Bcf) of natural gas delivered to customers:
                                                               Three Months Ended                                     Six Months Ended
                                                                    March 31,                                             March 31,
                                                       2021                          2020                    2021                          2020
($ in thousands)                                 Margin       Bcf              Margin       Bcf        Margin       Bcf              Margin       Bcf
Utility gross margin/throughput
Residential                                   $ 124,468       22.7          

$ 120,541 18.9 $ 210,443 36.3 $ 197,623 33.5 Commercial, industrial and other

                 23,050        4.3             22,884        3.6       40,090        6.7             38,071        6.4
Firm transportation                              22,878        5.7             21,469        5.1       40,166        9.6             37,128        9.4

Total utility firm gross margin/throughput 170,396 32.7

   164,894       27.6      290,699       52.6            272,822       49.3
BGSS incentive programs                           2,114       23.6              1,587       28.2        6,692       49.5              4,316       56.1
Interruptible/off-tariff agreements                 792        0.8              1,153        4.7        1,630        5.3              2,555       13.7

Total utility gross margin/throughput $ 173,302 57.1 $ 167,634 60.5 $ 299,021 107.4 $ 279,693 119.1

Utility Firm Gross Margin



Utility firm gross margin increased $5.5 million during the three months ended
March 31, 2021, compared with the three months ended March 31, 2020, due
primarily to increased returns on infrastructure programs related to SAFE II and
NJ RISE. Utility firm gross margin increased $17.9 million during the six months
ended March 31, 2021, compared with the six months ended March 31, 2020, due
primarily to the increase in base rates, along with increased returns on
infrastructure programs as previously discussed.

                                       55
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
BGSS Incentive Programs

The factors contributing to the change in utility gross margin generated by BGSS incentive programs are as follows:


                       Three Months Ended         Six Months Ended
                           March 31,                 March 31,
(Thousands)               2021 v. 2020              2021 v. 2020
Off-system sales                   $ 903                  $   767
Storage                             (327)                   1,749
Capacity release                     (49)                    (140)
Total increase                     $ 527                  $ 2,376



The increase in BGSS incentive programs during the three and six months ended
March 31, 2021, compared with the three and six months ended March 31, 2020, was
due primarily to increased margins from off-system sales along with improved and
earlier opportunities for storage incentive compared with the prior year.

Operation and Maintenance Expense

O&M expense increased $13.1 million during the three months ended March 31, 2021, compared with the three months ended March 31, 2020, due primarily to increased compensation and information technologies expenses. O&M expense increased $20.6 million during the six months ended March 31, 2021, compared with the six months ended March 31, 2020, due primarily to increased compensation, information technology and bad debt expenses.

Depreciation Expense



Depreciation expense increased $1.4 million and $3.7 million during the three
and six months ended March 31, 2021, compared with the three and six months
ended March 31, 2020, as a result of additional utility plant being placed into
service.

Interest Expense

Interest expense increased $1.5 million and $2.7 million during the three and
six months ended March 31, 2021, compared with the three and six months ended
March 31, 2020, due primarily to increased outstanding long-term debt.

Other Income



Other income increased $501,000 and $3.1 million during the three and six months
ended March 31, 2021, compared with the three and six months ended March 31,
2020, due primarily to increased AFUDC earned on infrastructure projects.

Income Tax Provision

Income tax provision decreased $4.1 million and $4.3 million during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due to lower operating income.

Net Income



Net income decreased $5.8 million during the three months ended March 31, 2021,
compared with the three months ended March 31, 2020, due primarily to increased
O&M, depreciation and interest expenses, as previously discussed. Net income
remained relatively flat during the six months ended March 31, 2021, compared
with the six months ended March 31, 2020.


                                       56
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Clean Energy Ventures Segment

Overview

Our Clean Energy Ventures segment actively pursues opportunities in the
renewable energy markets. Clean Energy Ventures enters into various agreements
to install solar net-metered systems for residential and commercial customers,
as well as large commercial grid-connected projects. In addition, Clean Energy
Ventures enters into various long-term agreements, including PPAs, to supply
energy from commercial solar projects.

Capital expenditures related to clean energy projects are subject to change due
to a variety of factors that may affect our ability to commence operations at
these projects on a timely basis or at all, including logistics associated with
the start-up of residential and commercial solar projects, such as timing of
construction schedules, the permitting and regulatory process, any delays
related to electric grid interconnection, economic trends, unforeseen events and
the ability to access capital or allocation of capital to other investments or
business opportunities. Clean Energy Ventures is also subject to risks
associated with COVID-19, which may include impacts to residential solar
customer growth and customer collections, our ability to identify and develop
commercial solar asset investments, impacts to our supply chain and our ability
to source materials for construction.

The primary contributors toward the value of qualifying clean energy projects
are tax incentives and SRECs. Changes in the federal statutes related to the ITC
and/or relevant state legislation and regulatory policies affecting the market
for solar renewable energy credits, could significantly affect future results.

Solar

Solar projects placed in service and related expenditures are as follows:


                                                  Three Months Ended
                                                       March 31,
($ in Thousands)                        2021                             2020
Placed in service           Projects    MW      Costs      Projects      MW        Costs
Grid-connected                    1    2.7   $ 5,492           2        20.0   $ 40,385
Net-metered:

Residential                      80    0.8     2,230         157         1.7      5,075
Total placed in service          81    3.5   $ 7,722         159        21.7   $ 45,460


                                                    Six Months Ended
                                                        March 31,
($ in Thousands)                         2021                              2020
Placed in service           Projects     MW       Costs      Projects      MW        Costs
Grid-connected                  2       5.6   $  9,175           3        22.9   $ 52,092
Net-metered:

Residential                   126       1.3      3,829         281         3.0      9,085
Total placed in service       128       6.9   $ 13,004         284        25.9   $ 61,177

(1)Includes an operational 2.9 MW commercial solar project acquired in December 2020.



Since inception, Clean Energy Ventures has constructed a total of 364.3 MW of
solar capacity. Projects that were placed in service through December 31, 2019,
qualified for a 30-percent federal ITC. The credit declined to 26 percent for
property under construction during 2020 and was originally scheduled to decline
to 22 percent for property under construction during 2021 and 10 percent for any
property that is under construction after 2021. On December 27, 2020, the 26
percent federal ITC was extended through the end of 2022. The credit declines to
22 percent after 2022 and to 10 percent after 2023.

Projects placed in service after December 31, 2019, also qualified for a 30
percent federal ITC if five percent or more of the total costs of a solar
property are incurred before the end of the applicable year and there are
continuous efforts to advance towards completion of the project, based on the
IRS guidance around the ITC safe harbor determination. We have taken steps to
preserve the ITC at the higher rate for certain solar projects that are
completed after the scheduled reduction in rates, in accordance with IRS
guidance.

                                       57
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Clean Energy Ventures may enter into transactions to sell certain of its
commercial solar assets concurrent with agreements to lease the assets back over
a period of five to 15 years. The Company will continue to operate the solar
assets and are responsible for related expenses and entitled to retain the
revenue generated from SRECs, TRECs and energy sales. The ITCs and other tax
benefits associated with these solar projects transfer to the buyer if
applicable; however, the lease payments are structured so that Clean Energy
Ventures is compensated for the transfer of the related tax
incentives. Accordingly, for solar projects financed under sale leasebacks for
which the assets were sold during the first 5 years of in service life, Clean
Energy Ventures recognizes the equivalent value of the ITC in other income on
the Unaudited Condensed Consolidated Statements of Operations over the
respective five-year ITC recapture periods, starting with the second year of the
lease. In December 2020, Clean Energy Ventures received proceeds of $12.1
million in connection with the sale leaseback of commercial solar assets. Clean
Energy Ventures did not enter into any sale leaseback transactions for its
commercial solar assets during the six months ended March 31, 2020.

As part of its solar investment portfolio, Clean Energy Ventures operates a
residential and small commercial solar program, The Sunlight Advantage®, that
provides qualifying homeowners and small business owners the opportunity to have
a solar system installed at their home or place of business with no installation
or maintenance expenses. Clean Energy Ventures owns, operates and maintains the
system over the life of the contract in exchange for monthly payments.

For solar installations placed in-service in New Jersey prior to April 30, 2020,
each MWh of electricity produced creates an SREC that represents the renewable
energy attribute of the solar-electricity generated that can be sold to third
parties, predominantly load-serving entities that are required to comply with
the solar requirements under New Jersey's renewable portfolio standard.

In December 2019, the BPU established the TREC as pursuant to the successor
program to the SREC program. TRECs provide a fixed compensation base multiplied
by an assigned project factor in order to determine their value. The project
factor is determined by the type and location of the project, as defined. All
TRECs generated are required to be purchased monthly by a TREC program
administrator as appointed by the BPU.

SREC and TREC activity consisted of the following:             Six Months Ended
                                                                   March 31,
                                                                2021              2020
                                                         SRECs        TRECs      SRECs
Inventory balance as of October 1,                      35,011       9,270       53,395
RECs generated                                         141,071      10,310      138,700
RECs delivered                                          (9,495)     (5,294)     (19,693)
Inventory balance as of December 31,                   166,587      14,286  

172,402

The average SREC sales price was $218 and $189 during the six months ended March 31, 2021 and 2020, respectively and the average TREC price was $147 during the six months ended March 31, 2021.



Clean Energy Ventures hedges its expected SREC production through the use of
forward sales contracts. The following table reflects the hedged percentage of
our projected inventory related to its in-service commercial and residential
assets:
                    Energy Year (1)    Percent of SRECs Hedged
                    2021                         98%
                    2022                         97%
                    2023                         97%
                    2024                         93%
                    2025                         36%
                    2026                         10%

(1)Energy years are compliance periods for New Jersey's renewable portfolio standard that run from June 1 to May 31.



There are no direct costs associated with the production of SRECs or TRECs by
our solar assets. All related costs are included as a component of O&M expenses
on the Unaudited Condensed Consolidated Statements of Operations, including such
expenses as facility maintenance and various fees.


                                       58
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Operating Results

Clean Energy Ventures' financial results are summarized as follows:


                                  Three Months Ended       Six Months Ended
                                       March 31,               March 31,
(Thousands)                         2021        2020       2021        2020
Operating revenues              $    6,476   $  5,995   $  12,846   $  12,207
Operating expenses
Operation and maintenance            8,260      7,479      17,461      14,813
Depreciation and amortization        4,685      6,603      10,118      12,919

Total operating expenses            12,945     14,082      27,579      27,732
Operating loss                      (6,469)    (8,087)    (14,733)    (15,525)
Other income (expense), net            149        (41)         87        (124)
Interest expense, net                5,266      4,835      10,300       9,327
Income tax benefit                  (2,714)    (4,134)     (5,800)     (7,968)
Net loss                        $   (8,872)  $ (8,829)  $ (19,146)  $ (17,008)



Operating Revenues

Operating revenues increased $481,000 and $639,000 during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due primarily to the recognition of TREC revenue, which was not present during the same period in the prior year.

Operation and Maintenance Expense



O&M expense increased $781,000 and $2.6 million during the three and six months
ended March 31, 2021, compared with the three and six months ended March 31,
2020, due primarily to increased project maintenance, lease and information
technology expenses.

Depreciation Expense



Depreciation expense decreased $1.9 million and $2.8 million during the three
and six months ended March 31, 2021, compared with the three and six months
ended March 31, 2020, primarily due to the change in estimated useful lives of
our commercial solar assets, effective July 1, 2020.

Income Tax Benefit



Income tax benefit decreased $1.4 million and $2.2 million during the three and
six months ended March 31, 2021, compared with the three and six months ended
March 31, 2020, due primarily to a decreased state tax rate.

Net Income



Net income remained relatively flat during the three months ended March 31,
2021, compared with the three months ended March 31, 2020. Net income decreased
$2.1 million during the six months ended March 31, 2021, compared with the six
months ended March 31, 2020, due primarily to the increased O&M, partially
offset by decreased depreciation expense, as previously discussed.

Energy Services Segment

Overview



Energy Services markets and sells natural gas to wholesale and retail customers
and manages natural gas transportation and storage assets throughout major
market areas across North America. Energy Services maintains a strategic
portfolio of natural gas transportation and storage contracts that it utilizes
in conjunction with its market expertise to provide service and value to its
customers. Availability of these transportation and storage contracts allows
Energy Services to generate market opportunities by capturing price
differentials over specific time horizons and between geographic market
locations.

Energy Services also provides management of transportation and storage assets
for natural gas producers and regulated utilities. These management transactions
typically involve the release of producer/utility owned storage and/or
transportation
                                       59
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
capacity in combination with either an obligation to purchase and/or deliver
physical natural gas. In addition to the contractual purchase and/or sale of
physical natural gas, Energy Services generates or pays fee-based margin in
exchange for its active management and may provide the producer and/or utility
with additional margin based on actual results.

In conjunction with the active management of these contracts, Energy Services
generates financial margin by identifying market opportunities and
simultaneously entering into natural gas purchase/sale, storage or
transportation contracts and financial derivative contracts. In cases where
storage is utilized to fulfill these contracts, these forecast sales and/or
purchases are economically hedged through the use of financial derivative
contracts. The financial derivative contracts consist primarily of
exchange-traded futures, options and swap contracts, and are frequently used to
lock in anticipated transactional cash flows and to help manage volatility in
natural gas market prices. Generally, when its transportation and storage
contracts are exposed to periods of increased market volatility, Energy Services
is able to implement strategies that allow them to capture margin by improving
the respective time or geographic spreads on a forward basis.

Energy Services accounts for its physical commodity contracts and its financial
derivative instruments at fair value on the Unaudited Condensed Consolidated
Balance Sheets. Changes in the fair value of physical commodity contracts and
financial derivative instruments are included in earnings as a component of
operating revenues or natural gas purchases on the Unaudited Condensed
Consolidated Statements of Operations. Volatility in reported net income at
Energy Services can occur over periods of time due to changes in the fair value
of derivatives, as well as timing differences related to certain transactions.
Unrealized gains and losses can fluctuate as a result of changes in the price of
natural gas, SRECs and foreign currency from the original transaction price.
Volatility in earnings can also occur as a result of timing differences between
the settlement of financial derivatives and the sale of the underlying physical
commodity. For example, when a financial instrument settles and the physical
natural gas is injected into inventory, the realized gains and losses associated
with the financial instrument are recognized in earnings. However, the gains and
losses associated with the physical natural gas are not recognized in earnings
until the natural gas inventory is withdrawn from storage and sold, at which
time Energy Services realizes the entire margin on the transaction.

Operating Results

Energy Services' financial results are summarized as follows:


                                                      Three Months Ended         Six Months Ended
                                                           March 31,                 March 31,
(Thousands)                                            2021         2020         2021         2020
Operating revenues (1)                             $ 462,569    $ 313,701    $ 692,046    $ 684,116
Operating expenses
Natural gas purchases (including demand charges
(2)(3))                                              330,280      318,912      504,117      636,636
Operation and maintenance                             32,998        4,822       37,014        9,560
Depreciation and amortization                             13           27           55           56

Total operating expenses                             363,291      323,761      541,186      646,252
Operating income (loss)                               99,278      (10,060)     150,860       37,864
Other income, net                                         87          113          179          192
Interest expense, net                                    575          937        1,255        2,163
Income tax provision (benefit)                        23,128       (2,449)      35,250        8,303
Net income (loss)                                  $  75,662    $  (8,435)   $ 114,534    $  27,590


(1)Includes related party transactions of approximately $2.8 million and
$259,000 for the three months ended March 31, 2021 and 2020, respectively, and
$4.9 million and $1.9 million for the six months ended March 31, 2021 and 2020,
respectively, which are eliminated in consolidation.
(2)Costs associated with pipeline and storage capacity are expensed over the
term of the related contracts, which generally varies from less than one year to
ten years.
(3)Includes related party transactions of approximately $226,000 and $46,000 for
the three months ended March 31, 2021 and 2020, respectively, and $391,000 and
$92,000 for the six months ended March 31, 2021 and 2020, respectively, a
portion of which is eliminated in consolidation.

Energy Services' portfolio of financial derivative instruments are composed of:
                                 Six Months Ended
                                     March 31,
(in Bcf)                         2021        2020
Net short futures contracts     12.4        29.9




                                       60

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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Operating Revenues and Natural Gas Purchases

Operating revenues increased $148.9 million and natural gas purchases increased
$11.4 million during the three months ended March 31, 2021, compared with the
three months ended March 31, 2020. Operating revenues increased $7.9 million and
natural gas purchases decreased $132.5 million during the six months ended
March 31, 2021, compared with the six months ended March 31, 2020. The increases
during the three and six months were due primarily to increased natural gas
price volatility related to the extreme weather in the mid-continent and
southern regions of the U.S. during February 2021 compared to the prior period.
The decrease in gas purchases during the six months ended March 31, 2021,
compared with the six months ended March 31, 2020, was due primarily to the
timing of injections and withdrawals for natural gas in storage.

Future results at Energy Services are contingent upon natural gas market price
volatility driven by variations in both the supply and demand balances caused by
weather and other factors. As a result, variations in weather patterns in the
key market areas served may affect earnings during the fiscal year. Changes in
market fundamentals such as an increase in supply and decrease in demand due to
warmer temperatures, and reduced volatility can negatively impact Energy
Services' earnings. See Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Natural Gas Distribution Segment
for TETCO M-3 Daily Prices, which illustrates the daily natural gas prices in
the Northeast market region.

Operation and Maintenance Expense

O&M expense increased $28.2 million and $27.5 million during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due primarily to increased compensation costs, charitable contributions and bad debt expense.

Income Tax Provision



Income tax provision increased $25.6 million and $26.9 million during the three
and six months ended March 31, 2021, compared with the three and six months
ended March 31, 2020, due primarily to increased operating income related to
increased natural gas price volatility during February 2021 as discussed above.

Net Income

Net income increased $84.1 million and $86.9 million during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, respectively, due primarily to increased operating income, partially offset by higher O&M expenses, as previously discussed. Non-GAAP Financial Measures



Management uses financial margin and NFE, non-GAAP financial measures, when
evaluating the operating results of Energy Services. Financial margin and NFE
are based on removing timing differences associated with certain derivative
instruments. GAAP also requires us, during the interim periods, to estimate our
annual effective tax rate and use this rate to calculate the year-to-date tax
provision. We also determine an annual estimated effective tax rate for NFE
purposes and calculate a quarterly tax adjustment based on the differences
between our forecasted net income and our forecasted NFE for the fiscal year.
This adjustment is applied to Energy Services, as the adjustment primarily
relates to timing differences associated with certain derivative instruments
which impacts the estimate of the annual effective tax rate for NFE. No
adjustment is needed during the fourth quarter, since the actual effective tax
rate is calculated at year end. Accordingly, for NFE purposes, the annual
estimated effective tax rate is 18.8 percent for fiscal 2021 and 18.2 percent
for fiscal 2020.

Management views these measures as representative of the overall expected
economic result and uses these measures to compare Energy Services' results
against established benchmarks and earnings targets as these measures eliminate
the impact of volatility on GAAP earnings as a result of timing differences
associated with the settlement of derivative instruments. To the extent that
there are unanticipated impacts from changes in the market value related to the
effectiveness of economic hedges, Energy Services' actual non-GAAP results can
differ from the results anticipated at the outset of the transaction. Non-GAAP
financial measures are not in accordance with, or an alternative to, GAAP and
should be considered in addition to, and not as a substitute for, the comparable
GAAP measure.

When Energy Services reconciles the most directly comparable GAAP measure to
both financial margin and NFE, the current period unrealized gains and losses on
derivatives are excluded as a reconciling item. Financial margin and NFE also
exclude the effects of economic hedging of the value of our natural gas in
storage and, therefore, only include realized gains and losses related to
natural gas withdrawn from storage, effectively matching the full earnings
effects of the derivatives with realized margins on the related physical natural
gas flows.
                                       61
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Financial Margin

The following table is a computation of Energy Services' financial margin:


                                                      Three Months Ended         Six Months Ended
                                                           March 31,                 March 31,
(Thousands)                                            2021         2020         2021         2020
Operating revenues (1)                             $ 462,569    $ 313,701    $ 692,046    $ 684,116
Less: Natural gas purchases                          330,280      318,912      504,117      636,636
Add:
Unrealized loss (gain) on derivative instruments
and related transactions                              29,348       (3,146)      (9,433)     (45,340)
Effects of economic hedging related to natural gas
inventory (2)                                         (7,209)      14,622      (14,741)       5,735
Financial margin                                   $ 154,428    $   6,265    $ 163,755    $   7,875


(1)Includes unrealized (gains) losses related to an intercompany transaction
between NJNG and Energy Services that have been eliminated in consolidation of
approximately $(91,000) and $(626,000) for the three months ended March 31, 2021
and 2020, respectively, $1.2 million and $(199,000) for the six months ended
March 31, 2021 and 2020, respectively.
(2)Effects of hedging natural gas inventory transactions where the economic
impact is realized in a future period.

A reconciliation of operating income, the closest GAAP financial measure, to Energy Services' financial margin is as follows:


                                                      Three Months Ended         Six Months Ended
                                                           March 31,                 March 31,
(Thousands)                                            2021         2020         2021         2020
Operating income (loss)                            $  99,278    $ (10,060)   $ 150,860    $  37,864
Add:
Operation and maintenance                             32,998        4,822       37,014        9,560
Depreciation and amortization                             13           27           55           56

Subtotal                                             132,289       (5,211)     187,929       47,480
Add:
Unrealized loss (gain) on derivative instruments
and related transactions                              29,348       (3,146)      (9,433)     (45,340)
Effects of economic hedging related to natural gas
inventory                                             (7,209)      14,622      (14,741)       5,735
Financial margin                                   $ 154,428    $   6,265    $ 163,755    $   7,875

Financial margin increased $148.2 million and $155.9 million during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due primarily to natural gas price volatility during February 2021, as previously discussed compared to the prior period.

Net Financial Earnings

A reconciliation of Energy Services' net income, the most directly comparable GAAP financial measure, to NFE is as follows:


                                                       Three Months Ended         Six Months Ended
                                                           March 31,                  March 31,
(Thousands)                                            2021          2020         2021         2020
Net income (loss)                                  $   75,662    $  (8,435)   $ 114,534    $  27,590
Add:
Unrealized loss (gain) on derivative instruments
and related transactions                               29,348       (3,146)      (9,433)     (45,340)
Tax effect (1)                                         (6,976)         747  

2,243 10,780 Effects of economic hedging related to natural gas inventory

                                              (7,209)      14,622      (14,741)       5,735
Tax effect                                              1,713       (3,475)       3,503       (1,363)
Net income to NFE tax adjustment                        3,990        2,174        1,922          (37)
Net financial earnings (loss)                      $   96,528    $   2,487    $  98,028    $  (2,635)


(1)Includes taxes related to an intercompany transaction between NJNG and Energy
Services that have been eliminated in consolidation of approximately $23,000 and
$150,000 for the three months ended and 2020, respectively, and $(284,000) and
$48,000 for the six months ended March 31, 2021 and 2020, respectively.
                                       62
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
NFE increased $94.0 million and $100.7 million during the three and six months
ended March 31, 2021, compared with the three and six months ended March 31,
2020, due primarily to higher financial margin, as previously discussed.

Future results are subject to Energy Services' ability to expand its wholesale
sales and service activities and are contingent upon many other factors,
including an adequate number of appropriate and credit qualified counterparties
in an active and liquid natural marketplace, volatility in the natural gas
market due to weather or other fundamental market factors impacting supply
and/or demand, transportation, storage and/or other market arbitrage
opportunities, sufficient liquidity in the overall energy trading market, and
continued access to liquidity in the capital markets.
Storage and Transportation Segment

Overview



Our Storage and Transportation segment invests in natural gas assets, such as
natural gas transportation and storage facilities. We believe that acquiring,
owning and developing these storage and transportation assets, which operate
under a tariff structure that has either regulated or market-based rates, can
provide us a growth opportunity. Our Storage and Transportation segment is
subject to various risks, including the construction, development and operation
of our transportation and storage assets, obtaining necessary governmental,
environmental and regulatory approvals, our ability to obtain necessary property
rights and our ability to obtain financing at reasonable costs for the
constructions and maintenance of our assets. In addition, our storage and
transportation assets may be subject to risk associated with the COVID-19
pandemic, such as disruption to the supply chain and availability of critical
equipment and supplies, disruptions to the availability of our specialized
workforce and contractors and changes to demand for natural gas, transportation
and other downstream activities.

Our Storage and Transportation segment is comprised of a 50 percent ownership
interest in Steckman Ridge, a storage facility that operates under market-based
rates and a 20 percent ownership interest in PennEast, a natural gas pipeline.
NJR Pipeline Company acquired 100 percent of Leaf River for $367.5 million, on
October 11, 2019. Leaf River owns and operates a 32.2 million Dth salt dome
natural gas storage facility that operates under market-based rates. In
addition, on January 13, 2020, Adelphia Gateway, acquired all of Talen's
membership interests in IEC, an existing 84-mile pipeline in southeastern
Pennsylvania, including related assets and rights of way, for a base purchase
price of $166.0 million. Adelphia Gateway operates under cost of service rates
but can enter into negotiated rates with counterparties. The northern portion of
the pipeline was operational upon acquisition and it currently serves two
natural gas generation facilities. On October 5, 2020, we received a partial
Notice to Proceed with construction from FERC and have begun the conversion of
the southern zone of the pipeline to natural gas.

Through our subsidiary NJR Pipeline Company, we are a 20 percent investor in
PennEast, a partnership whose purpose is to construct and operate a 120-mile
natural gas pipeline that will extend from northeast Pennsylvania to western New
Jersey. PennEast received a Certificate of Public Convenience and Necessity for
the project from FERC on January 19, 2018.

On September 10, 2019, the Third Circuit issued an order overturning the U.S. District Court for the District of New Jersey's order granting PennEast condemnation and immediate access in accordance with the Natural Gas Act to certain properties in which the State of New Jersey holds an interest. A Petition for Rehearing was denied by the Third Circuit on November 5, 2019.

On October 8, 2019, the NJDEP issued a letter indicating that it deemed PennEast's freshwater wetlands permit application to be administratively incomplete and closed the matter without prejudice. On October 11, 2019, PennEast submitted a letter to the NJDEP objecting to its position that the application is administratively incomplete. PennEast's objections were rejected by the NJDEP on November 18, 2019.



On October 4, 2019, PennEast filed a petition for Declaratory Order with FERC
requesting an interpretation of the eminent domain authority of a FERC
certificate holder under the Natural Gas Act. The Declaratory Order was granted
on January 30, 2020.

On January 30, 2020, PennEast filed an amendment with FERC to construct the
PennEast pipeline in two phases. Phase one consists of construction of a 68-mile
pipeline in Pennsylvania from the eastern Marcellus Shale region in Luzerne
County that would end in Northampton County. Phase two includes construction of
the remaining original certificated route in Pennsylvania and New Jersey.
Construction is expected to begin following approval by FERC of the phased
approach and receipt of any remaining governmental and regulatory permits.
                                       63
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
On February 18, 2020, PennEast filed a writ of certiorari with the Supreme Court
of the United States to review the September 10, 2019 Third Circuit decision.

On June 29, 2020, the Supreme Court requested that the Solicitor General of the
United States file a brief that expresses the views on the question of the use
of eminent domain to acquire state owned lands for pipeline construction. The
Solicitor General filed its brief with the Supreme Court on December 9, 2020.

The State of New Jersey filed a brief with the Supreme Court on December 23, 2020, in response to the brief of the Solicitor General.

On February 3, 2021, the Supreme Court granted the petition for a writ of certiorari. The matter was argued before the Supreme Court on April 28, 2021.



We evaluated our investment in PennEast for an other-than-temporary impairment
and determined an impairment charge was not necessary. It is reasonably possible
that future unfavorable developments, such as a reduced likelihood of success
from development options and legal outcomes, estimated increases in construction
costs, increases in the discount rate, or further significant delays, could
result in an impairment of our equity method investment. Also, the use of
alternate judgments and assumptions could result in a different calculation of
fair value, which could ultimately result in the recognition of an impairment
charge in the Unaudited Condensed Consolidated Financial Statements.

Due to the expiration of a customer contract for Steckman Ridge, we evaluated our investment in Steckman Ridge for other-than-temporary impairment and determined an impairment charge was not necessary.



The fair value of our investment in Steckman Ridge was determined using a
discounted cash flow method and utilized management's best estimates and
assumptions related to expected future results, including the price and capacity
of firm natural gas storage contracting, operations and maintenance costs, the
nature and timing of major maintenance and capital investment, and discount
rates. Fair value determinations require considerable judgment and are sensitive
to changes in underlying assumptions and other factors. As a result, it is
reasonably possible that future unfavorable developments, such as the failure to
execute storage contracts and other services for available capacity at
anticipated price levels could result in an other-than temporary impairment
charge in the Unaudited Condensed Consolidated Financial Statements.

As of March 31, 2021, our investments in Steckman Ridge and PennEast were $111.4 million and $103.1 million, respectively.

Operating Results



The financial results of our Storage and Transportation segment are summarized
as follows:
                                      Three Months Ended      Six Months Ended
                                           March 31,              March 31,
(Thousands)                             2021        2020       2021       2020
Operating revenues (1)              $   13,926   $ 11,076   $ 27,030   $ 20,148
Operating expenses
Natural gas purchases                      238        193        471        539
Operation and maintenance                7,139      6,094     13,681     10,972
Depreciation and amortization            2,364      2,397      5,004      4,078
Total operating expenses                 9,741      8,684     19,156     15,589
Operating income                         4,185      2,392      7,874      4,559
Other income, net                        1,591      4,671      2,845      5,368
Interest expense, net                    3,578      5,621      7,560      8,443
Income tax provision                       873      1,105      1,519      1,807

Equity in earnings of affiliates 3,386 3,921 6,579 7,585 Net income

$    4,711   $  4,258   $  8,219   $  7,262

(1)Includes related party transactions of approximately $669,000 and $675,000 for the three months ended March 31, 2021 and 2020, respectively, and $1.3 million for both the six months ended March 31, 2021 and 2020, which are eliminated in consolidation.


                                       64
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Operating Revenues

Operating revenues increased $2.9 million and $6.9 million during the three and
six months ended March 31, 2021, compared with the three and six months ended
March 31, 2020, due to increased operating revenues at Leaf River and Adelphia
Gateway.

Equity in earnings of affiliates decreased $535,000 and $1.0 million during the
three and six months ended March 31, 2021, compared with the three and six
months ended March 31, 2020, due primarily to decreases in storage revenue at
Steckman Ridge.

Operation and Maintenance Expense

O&M increased $1.0 million and $2.7 million during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due primarily to operations of Adelphia Gateway and increases at Leaf River.

Depreciation Expense



Depreciation expense remained relatively flat during the three months ended
March 31, 2021, compared with the three months ended March 31, 2020.
Depreciation expense increased $926,000 during the six months ended March 31,
2021, compared with the six months ended March 31, 2020, due primarily to
operations of Adelphia Gateway during the six months ended March 31, 2021, that
were not present in the first quarter of fiscal 2020.

Interest Expense

Interest expense decreased $2.0 million and $883,000 during the three and six months ended March 31, 2021, compared with the three and six months ended March 31, 2020, due primarily to higher interest expense related to the acquisition of Leaf River and Adelphia during fiscal 2020.

Net Income



Net income increased $453,000 and $957,000 during the three and six months ended
March 31, 2021, compared with the three and six months ended March 31, 2020, due
primarily to increased operating revenue, partially offset by increased O&M and
depreciation expense, as previously discussed.

Home Services and Other Operations

Overview



The financial results of Home Services and Other consist primarily of the
operating results of NJRHS. NJRHS provides service, sales and installation of
appliances to service contract customers and has been focused on growing its
installation business and expanding its service contract customer base. Home
Services and Other also includes organizational expenses incurred at NJR and
rental income at CR&R.

Operating Results

The condensed financial results of Home Services and Other are summarized as
follows:
                                   Three Months Ended      Six Months Ended
                                        March 31,              March 31,
(Thousands)                          2021        2020       2021       2020
Operating revenues               $   12,773   $ 12,365   $ 25,350   $ 25,272
Operation and maintenance        $    9,254   $  8,926   $ 19,575   $ 19,459
Interest expense, net            $    1,728   $    565   $  2,844   $    837
Income tax (benefit) provision   $      (59)  $  1,956   $     59   $  2,175
Net income                       $      747   $    148   $    685   $  1,257



                                       65

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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Operating Revenues

Operating revenues increased $408,000 during the three months ended March 31,
2021, compared with the three months ended March 31, 2020, due primarily to
increased service contract and installation revenue at NJRHS. Operating revenues
remained relatively flat during the six months ended March 31, 2021, compared
with the six months ended March 31, 2020.

Net Income



Net income increased $599,000 during the three months ended March 31, 2021,
compared with the three months ended March 31, 2020, due primarily to increased
operating revenues as previously discussed along with decreased income tax
expense, partially offset by higher interest expense. Net income decreased
$572,000 during the six months ended March 31, 2021, compared with the six
months ended March 31, 2020, due primarily to increased shared corporate costs
and information technology expense.
Liquidity and Capital Resources

Our objective is to maintain an efficient consolidated capital structure that
reflects the different characteristics of each business segment and business
operations and provides adequate financial flexibility for accessing capital
markets as required.

Our consolidated capital structure was as follows:


                         March 31,   September 30,
                           2021          2020
Common stock equity           44  %           43  %
Long-term debt                55              53
Short-term debt                1               4
Total                        100  %          100  %



Common Stock Equity

We satisfy our external common equity requirements, if any, through issuances of
our common stock, including the proceeds from stock issuances under our DRP. The
DRP allows us, at our option, to use treasury shares or newly issued shares to
raise capital. NJR raised approximately $3.6 million of equity through the DRP
by issuing 23,000 shares of common stock during the three months ended March 31,
2021 and raised $5.2 million during the three months ended March 31, 2020 by
issuing 143,000 shares of treasury stock. NJR raised approximately $7.5 million
of equity through the DRP by issuing 23,000 shares of common stock and
approximately 140,000 shares of treasury stock during the six months ended
March 31, 2021, and raised $8.8 million during the six months ended March 31,
2020, by issuing approximately 223,000 shares of treasury stock. There were no
shares of common stock issued through the waiver discount feature of the DRP
during the three and six months ended March 31, 2021 and 2020.

On December 4, 2019, we completed an equity offering of 6,545,454 common shares, consisting of 5,333,334 common shares issued directly by NJR and 1,212,120 common shares issuable pursuant to forward sales agreements with investment banks. The issuance of 5,333,334 common shares resulted in proceeds of approximately $212.9 million, net of issuance costs, and was reflected in shareholders' equity and as a financing activity on the statement of cash flows.



Under the forward sale agreements, a total of 1,212,120 common shares were
borrowed from third parties and sold to the underwriters. Each forward sale
agreement allows us, at our election and prior to September 30, 2020, to
physically settle the forward sale agreements by issuing common shares in
exchange for net proceeds at the then-applicable forward sale price specified by
the agreement, which was initially $40.0125 per share, or, alternatively, to
settle the forward sale agreements in whole or in part through the delivery or
receipt of shares or cash. The forward sale price is subject to adjustment daily
based on a floating interest rate factor and will decrease with respect to
certain fixed amounts specified in the agreements, such as dividends.
                                       66
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
On September 18, 2020, we amended our forward sale agreements to extend the
maturity date of such forward sales agreements from September 30, 2020 to
September 10, 2021. On March 3, 2021, we cash settled a portion of the forward
sale agreement for a payout of approximately $388,000 for 727,272 common shares.
As of March 31, 2021, if we had elected to net settle the remaining forward sale
agreement, we would have paid approximately $1.4 million under a cash settlement
or issued 31,607 common shares under a net share settlement.

In 1996, the Board of Directors authorized us to implement a share repurchase
program, which was expanded seven times since the inception of the program,
authorizing a total of 19.5 million shares of common stock for repurchase. As of
March 31, 2021, we had repurchased a total of approximately 17.1 million of
those shares and may repurchase an additional 2.4 million shares under the
approved program. There were no shares repurchased during the six months ended
March 31, 2021 and 2020.

Debt

NJR and its unregulated subsidiaries generally rely on cash flows generated from
operating activities and the utilization of committed credit facilities to
provide liquidity to meet working capital and short-term debt financing
requirements. NJNG also relies on the issuance of commercial paper for
short-term funding. NJR and NJNG periodically access the capital markets to fund
long-life assets through the issuance of long-term debt securities.

We believe that our existing borrowing availability, equity proceeds and cash
flow from operations will be sufficient to satisfy our working capital, capital
expenditures and dividend requirements for the next 12 months. NJR, NJNG, Clean
Energy Ventures, Storage and Transportation and Energy Services currently
anticipate that each of their financing requirements for the next 12 months will
be met primarily through the issuance of short and long-term debt and meter or
solar asset sale leasebacks.

We believe that as of March 31, 2021, NJR and NJNG were, and currently are, in compliance with all existing debt covenants, both financial and non-financial.



As a result of the COVID-19 pandemic there have been disruptions, uncertainty
and volatility in the credit and capital markets. Our ability to access funds
from financial institutions at a reasonable cost may impact the nature and
timing of future capital market transactions.

Short-Term Debt



We use our short-term borrowings primarily to finance Energy Services'
short-term liquidity needs, Storage and Transportation investments and PennEast
contributions, share repurchases and, on an initial basis, Clean Energy
Ventures' investments. Energy Services' use of high-volume storage facilities
and anticipated pipeline park-and-loan arrangements, combined with related
economic hedging activities in the volatile wholesale natural gas market, create
significant short-term cash requirements.

As of March 31, 2021, NJR had revolving credit facilities totaling $425 million, with $406.2 million available under the facilities.



NJNG satisfies its debt needs by issuing short-term and long-term debt based on
its financial profile. The seasonal nature of 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, and for the temporary financing of construction and MGP
remediation expenditures and energy tax payments, based on its financial
profile, through the issuance of commercial paper supported by the NJNG Credit
Facility or through short-term bank loans under the NJNG Credit Facility.

NJNG's commercial paper is sold through several commercial banks under an
issuing and paying agency agreement and is supported by the $250 million NJNG
Credit Facility. As of March 31, 2021, the unused amount available under the
NJNG Credit Facility, including amounts allocated to the backstop under the
commercial paper program and the issuance of letters of credit, was $249.3
million.

                                       67
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Short-term borrowings were as follows:
                                                         Three Months Ended        Six Months Ended
(Thousands)                                                              March 31, 2021
NJR
Notes Payable to banks:
Balance at end of period                                $           8,500               $        8,500
Weighted average interest rate at end of period                      1.75  %                      1.75  %
Average balance for the period                          $         141,381               $      123,582
Weighted average interest rate for average balance                   1.04  %                      1.04  %
Month end maximum for the period                        $         153,000               $      153,000

NJNG


Commercial Paper and Notes Payable to banks:
Balance at end of period                                $               -               $            -
Weighted average interest rate at end of period                         -  %                         -  %
Average balance for the period                          $             106               $          292
Weighted average interest rate for average balance                    .06  %                       .04  %
Month end maximum for the period                        $           5,100               $       14,350

Due to the seasonal nature of natural gas prices and demand, and because inventory levels are built up during its natural gas injection season (April through October), NJR and NJNG's short-term borrowings tend to peak in the November through January time frame.

NJR



Based on its average borrowings during the three and six months ended March 31,
2021, NJR's average interest rate was 1.04 percent and 1.04 percent, resulting
in interest expense of approximately $362,000 and $643,000, respectively.

As of March 31, 2021, NJR had seven letters of credit outstanding totaling $10.3
million, which reduced the amount available under the NJR Credit Facility by the
same amount. NJR does not anticipate that these letters of credit will be drawn
upon by the counterparties.

Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility.



NJNG

As noted above, based on its average borrowings during the three and six months
ended March 31, 2021, NJNG's average interest rate was 0.06 percent and 0.04
percent, respectively. NJNG's interest expense was immaterial for the three and
six months ended March 31, 2021.

As of March 31, 2021, NJNG had two letters of credit outstanding for $731,000,
which reduced the amount available under NJNG's committed credit facility by the
same amount. NJNG does not anticipate that these letters of credit will be drawn
upon by the counterparties.

Short-Term Debt Covenants

Borrowings under the NJR Credit Facilities and the NJNG Credit Facility are
conditioned upon compliance with a maximum leverage ratio (consolidated total
indebtedness to consolidated total capitalization as defined in the applicable
agreements), of not more than .65 to 1.00 at any time. These revolving credit
facilities contain customary representations and warranties for transactions of
this type. They also contain customary events of default and certain covenants
that will limit NJR's or NJNG's ability, beyond agreed upon thresholds, to,
among other things:

•incur additional debt;
•incur liens and encumbrances;
•make dispositions of assets;
•enter into transactions with affiliates; and
•merge, consolidate, transfer, sell or lease all or substantially all of the
borrower's or guarantors' assets.

These covenants are subject to a number of exceptions and qualifications set forth in the applicable agreements.


                                       68
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Default Provisions

The agreements governing our long-term and short-term debt obligations include
provisions that, if not complied with, could require early payment or similar
actions. Default events include, but are not limited to, the following:

•defaults for non-payment;
•defaults for breach of representations and warranties;
•defaults for insolvency;
•defaults for non-performance of covenants;
•cross-defaults to other debt obligations of the borrower; and
•guarantor defaults.

The occurrence of an event of default under these agreements could result in all
loans and other obligations of the borrower becoming immediately due and payable
and the termination of the credit facilities or term loan.

Long-Term Debt

NJR

As of March 31, 2021, NJR had the following outstanding:

•$50 million of 3.25 percent senior notes due September 17, 2022; •$50 million of 3.20 percent senior notes due August 18, 2023; •$100 million of 3.48 percent senior notes due November 7, 2024; •$100 million of 3.54 percent senior notes due August 18, 2026; •$100 million of 3.96 percent senior notes due June 8, 2028; •$150 million of 3.29 percent senior notes due July 17, 2029; •$130 million of 3.50 percent senior notes due July 23, 2030; •$120 million of 3.13 percent senior notes due September 1, 2031; •$130 million of 3.60 percent senior notes due July 23, 2032; and •$80 million of 3.25 percent senior notes due September 1, 2033.

Neither NJNG nor its assets are obligated or pledged to support NJR's long-term debt.



NJNG

As of March 31, 2021, NJNG's long-term debt consisted of $1.1 billion in fixed-rate debt issuances secured by the Mortgage Indenture, with maturities ranging from 2024 to 2060, and $58.3 million in finance leases with various maturities ranging from 2021 to 2037.

NJR is not obligated directly or contingently with respect to NJNG's fixed-rate debt issuances.

Long-Term Debt Covenants and Default Provisions



The NJR and NJNG long-term debt instruments contain customary representations
and warranties for transactions of their type. They also contain customary
events of default and certain covenants that will limit NJR or NJNG's ability
beyond agreed upon thresholds to, among other things:

•incur additional debt (including a covenant that limits the amount of
consolidated total debt of the borrower at the end of a fiscal quarter to 65
percent of the consolidated total capitalization of the borrower, as those terms
are defined in the applicable agreements, and a covenant limiting priority debt
to 20 percent of the borrower's consolidated total capitalization, as those
terms are defined in the applicable agreements);
•incur liens and encumbrances;
•make loans and investments;
•make dispositions of assets;
•make dividends or restricted payments;
•enter into transactions with affiliates; and
•merge, consolidate, transfer, sell or lease substantially all of the borrower's
assets.

                                       69
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
The aforementioned covenants are subject to a number of exceptions and
qualifications set forth in the applicable note purchase agreements.

In addition, the FMBs issued by NJNG under the Mortgage Indenture are subject to certain default provisions. Events of Default, as defined in the Mortgage Indenture, consist mainly of:



•failure for 30 days to pay interest when due;
•failure to pay principal or premium when due and payable;
•failure to make sinking fund payments when due;
•failure to comply with any other covenants of the Mortgage Indenture after 30
days' written notice from the Trustee;
•failure to pay or provide for judgments in excess of $30 million in aggregate
amount within 60 days of the entry thereof; or
•certain events that are or could be the basis of a bankruptcy, reorganization,
insolvency or receivership proceeding.

Upon the occurrence and continuance of such an Event of Default, the Mortgage
Indenture, subject to any provisions of law applicable thereto, provides that
the Trustee may take possession and conduct the business of NJNG, may sell the
trust estate, or proceed to foreclose the lien pursuant to the Mortgage
Indenture. The interest rate on defaulted principal and interest, to the extent
permitted by law, on the FMBs issued under the Mortgage Indenture is the rate
stated in the applicable supplement or, if no such rate is stated, six percent
per annum.

Sale Leaseback

NJNG

NJNG received $4.0 million in December 2019, in connection with the sale
leaseback of its natural gas meters. NJNG records a capital lease obligation
that is paid over the term of the lease and has the option to purchase the
meters back at fair value upon expiration of the lease. NJNG exercised early
purchase options with respect to certain outstanding meter leases by making
final principal payments of $1.2 million for both the six months ended March 31,
2021 and 2020. There were no natural gas meter sale leasebacks recorded during
the six months ended March 31, 2021.

Clean Energy Ventures



Clean Energy Ventures enters into transactions to sell the commercial solar
assets concurrent with agreements to lease the assets back over a period of five
to 15 years. These transactions are considered failed sale leasebacks for
accounting purposes and are therefore treated as financing obligations, which
are typically secured by the renewable energy facility asset and its future cash
flows from SREC and energy sales. ITCs and other tax benefits associated with
these solar projects are transferred to the buyer, if applicable. Clean Energy
Ventures continues to operate the solar assets, including related expenses, and
retain the revenue generated from SRECs and energy sales, and has the option to
renew the lease or repurchase the assets sold at the end of the lease term. In
December 2020, Clean Energy Ventures received proceeds of $12.1 million in
connection with the sale leaseback of two commercial solar projects. Clean
Energy Ventures did not receive proceeds related to the sale leaseback of
commercial solar assets during the six months ended March 31, 2020.

Contractual Obligations



NJNG's total capital expenditures are projected to be between $424 million and
$454 million during fiscal 2021. Total capital expenditures spent or accrued
during the six months ended March 31, 2021, were $188.4 million. NJNG expects to
fund its obligations with a combination of cash flows from operations, cash on
hand, issuance of commercial paper, available capacity under its revolving
credit facility and the issuance of long-term debt. As of March 31, 2021, NJNG's
future MGP expenditures are estimated to be $143.5 million. For a more detailed
description of MGP expenditures see Note 13. Commitments and Contingent
Liabilities in the accompanying Unaudited Condensed Consolidated Financial
Statements.

Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory constraints, environmental regulations, unforeseen events, and the ability to access capital.


                                       70
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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Clean Energy Ventures' expenditures include clean energy projects that support
our goal to promote renewable energy. Accordingly, Clean Energy Ventures enters
into agreements to install solar equipment involving both residential and
commercial projects. During the six months ended March 31, 2021, total capital
expenditures spent or accrued related to the purchase and installation of solar
equipment were $37.5 million. We estimate solar-related capital expenditures for
projects during fiscal 2021 to be between $96 million and $118 million.

During the six months ended March 31, 2021, our Storage and Transportation
segment had capital expenditures for the Adelphia Gateway project totaling $27.4
million and capital expenditures for Leaf River totaling $2.6 million. During
fiscal 2021, we expect expenditures related to the Adelphia Gateway project to
be between $110 million and $130 million and expenditures related to Leaf River
to be between $22 million and $23 million.

Energy Services does not currently anticipate any significant capital expenditures during fiscal 2021 and 2022.



On December 16, 2020, Energy Services entered into a series of asset management
agreements with an investment grade public utility to release pipeline capacity
associated with certain natural gas transportation contracts. The utility will
provide certain asset management services and Energy Services may deliver
natural gas to the utility in exchange for aggregate net proceeds of
approximately $500 million, payable through November 1, 2030. The asset
management agreements include a series of initial and permanent releases
commencing on November 1, 2021. NJR will receive approximately $260 million in
cash from fiscal 2022 through fiscal 2024 and $34 million per year from fiscal
2025 through fiscal 2031 under the agreements.

More detailed information regarding contractual obligations is contained in
Liquidity and Capital Resources - Contractual Obligations section of Part II,
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations of our Annual Report on Form 10-K for the period ended
September 30, 2020.

Off-Balance-Sheet Arrangements



As of March 31, 2021, our off-balance-sheet arrangements consist of guarantees
covering approximately $196.5 million of natural gas purchases, SREC sales and
demand fee commitments and outstanding letters of credit totaling $11.0 million.


Cash Flows

Operating Activities

Cash flows from operating activities during the six months ended March 31, 2021,
totaled $356.3 million compared with $179.1 million during the six months ended
March 31, 2020. Operating cash flows are primarily affected by variations in
working capital, which can be impacted by several factors, including:

•seasonality of our business;

•fluctuations in wholesale natural gas prices and other energy prices, including changes in derivative asset and liability values;

•timing of storage injections and withdrawals;

•the deferral and recovery of natural gas costs;

•changes in contractual assets utilized to optimize margins related to natural gas transactions;

•broker margin requirements;

•impact of unusual weather patterns on our wholesale business;

•timing of the collections of receivables and payments of current liabilities;

•volumes of natural gas purchased and sold; and

•timing of SREC deliveries.

The increase of $177.1 million in cash flows from operating activities during the six months ended March 31, 2021, compared with the six months ended March 31, 2020, was due primarily to higher net income due primarily to increased earnings at Energy Services along with increased working capital.


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                        New Jersey Resources Corporation
                                     Part I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
(Continued)
Investing Activities

Cash flows used in investing activities totaled $245.5 million during the six
months ended March 31, 2021, compared with $751.1 million during the six months
ended March 31, 2020. The decrease of $505.6 million was due primarily to the
acquisition of Leaf River and Adelphia in the prior period that did not recur
along with a decrease of $28.9 million in solar capital expenditures, partially
offset by an increase in capital expenditures of $20.1 million for utility plant
investments and $20.8 million for Storage and Transportation.

Financing Activities



Financing cash flows generally are seasonal in nature and are impacted by the
volatility in pricing in the natural gas and other energy markets. NJNG's
inventory levels are built up during its natural gas injection season (April
through October) and reduced during withdrawal season (November through March)
in response to the supply requirements of its customers. Changes in financing
cash flows can also be impacted by natural gas management and marketing
activities at Energy Services and clean energy investments at Clean Energy
Ventures.

Cash flows used in financing activities totaled $171.2 million during the six
months ended March 31, 2021, compared with cash flows from financing activities
of $596.3 million during the six months ended March 31, 2020. The decrease of
$767.6 million is due primarily to increased short-term debt activity at NJR
related to the acquisitions of Leaf River and Adelphia in the prior period that
did not recur and current period payments of short-term debt, partially offset
by proceeds of $12.1 million from solar sale leasebacks at Clean Energy Ventures
in the current period.

Credit Ratings

The table below summarizes NJNG's credit ratings as of March 31, 2021, issued by two rating entities, Moody's and Fitch:


                          Moody's    Fitch
Corporate Rating            N/A        A-
Commercial Paper            P-2       F-2
Senior Secured              A1         A+
Ratings Outlook           Stable     Stable


The Fitch ratings and outlook were reaffirmed on March 15, 2021. NJNG's Moody's and Fitch ratings are investment-grade ratings. NJR is not a rated entity.



On March 18, 2020, Moody's revised NJNG's secured rating from Aa3 to A1 and its
commercial paper rating from P-1 to P-2 resulting from higher debt levels to
fund NJNG's elevated capital program. The outlook was increased to stable from
negative. This action does not currently affect any of NJNG's long-term
borrowing rates or credit facility pricing.

Although NJNG is not party to any lending agreements that would accelerate the
maturity date of any obligation caused by a failure to maintain any specific
credit rating, if such ratings are downgraded below investment grade, borrowing
costs could increase, as would the costs of maintaining certain contractual
relationships and future financing and our access to capital markets would be
reduced. Even if ratings are downgraded without falling below investment grade,
NJR and NJNG could face increased borrowing costs under their credit facilities.
A rating set forth above is not a recommendation to buy, sell or hold NJR's or
NJNG's securities and may be subject to revision or withdrawal at any time. Each
rating set forth above should be evaluated independently of any other rating.

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


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                        New Jersey Resources Corporation
                                     Part I

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