LONG-TERM DEBT:

Outstanding Long-Term Debt at December 31 consisted of the following:



		2018			2017
Long-Term Debt (A):
SJG:
First Mortgage Bonds: (B)
7.97%	Series due 2018 (C)	—			10,000
7.125%	Series due 2018 (C)	—			20,000
5.587%	Series due 2019	10,000			10,000
3.00%	Series due 2024 (D)	50,000			50,000
3.03%	Series due 2024 (E)	35,000			35,000
3.63%	Series due 2025 (F)	6,364			7,273
4.84%	Series due 2026 (G)	15,000			15,000
4.93%	Series due 2026 (H)	45,000			45,000
4.03%	Series due 2027 (H)	45,000			45,000
4.01%	Series due 2030 (I)	42,000			50,000
4.23%	Series due 2030	30,000			30,000
3.74%	Series due 2032 (J)	35,000			35,000
5.55%	Series due 2033	32,000			32,000
6.213%	Series due 2034	10,000			10,000
5.45%	Series due 2035	10,000			10,000
3.00%	Series due 2047	200,000			200,000
Series A 2006 Bonds at variable rates due 2036 (K)		24,900			24,900
SJG Term Facility (L)		—			200,000
SJG Term Loan (L)		310,000			—
Total SJG Long-Term Debt Outstanding (S)		$	900,264		$	829,173
Less SJG Current Maturities		(18,909		)	(63,809		)
Total SJG Long-Term Debt (S)		$	881,355		$	765,364

SJI:
3.30%	Series due 2019 (T)	60,000			60,000
3.30%	Series due 2019 (T)	30,000			30,000
3.30%	Series due 2019 (T)	50,000			50,000
3.71%	Series C 2012 Notes due 2022 (T)	35,000			35,000
3.47%	Series due 2024 (T)	25,000			25,000
3.71%	Series due 2027 (T)	25,000			25,000
3.57%	Series 2017A-2 due 2025 (T)	25,000			—
3.81%	Series 2017B-2 due 2028 (T)	25,000			—
3.43%	Series 2018A due 2021 (M) (T)	90,000			—
4.07%	Series 2018B due 2028 (M) (T)	80,000			—
4.17%	Series 2018C due 2030 (M) (T)	80,000			—
Series Notes at variable rates due 2019 (N)		40,000			40,000
Series Notes at variable rates due 2019 (N)		60,000			60,000
South Jersey Industries Term Loan at variable rates due 2020 (O)		50,000			50,000
Convertible Equity Units (M, P)		287,500			—
Series 2018D Notes at variable rates due 2019 (M, Q)		475,000			—
ETG:
First Mortgage Bonds, Series 2018A: (R)
4.02%	Series 2018A-1 due 2028	50,000			—



4.22%	Series 2018A-2 due 2033	55,000			—
4.29%	Series 2018A-3 due 2038	150,000			—
4.37%	Series 2018A-4 due 2048	200,000			—
4.52%	Series 2018A-5 due 2058	75,000			—
Total SJI Consolidated Long-Term Debt Outstanding (S)		$	2,867,764		$	1,204,173
Less SJI Consolidated Current Maturities		(733,909		)	(63,809		)
Total SJI Consolidated Long-Term Debt (S)		$	2,133,855		$	1,140,364

(A)

Long-term debt maturities for SJI for the succeeding five years are as follows (in thousands): 2019: $733,909; 2020: $377,909; 2021: $405,409; 2022: $66,084; and 2023: $40,084. Long-term debt maturities for SJG for the succeeding five years are as follows (in thousands): 2019: $18,909; 2020: $327,909; 2021: $27,909; 2022: $31,084; and 2023: $40,084. Regarding the debt that is due within one year at SJI, the Company has intentions to either pay down or refinance this debt, see Note 1.


(B)	In January 2017, SJG entered into a First Mortgage Indenture, which provides for the issuance by SJG of bonds, notes or other securities that are secured by a lien on substantially all of the operating properties and franchises of SJG.


(C)	In 2018, SJG retired $10.0 million of 7.97% MTN's, along with $20.0 million of 7.125% MTN's.


(D)	SJG has $50.0 million of 3.00% MTN's, with $10.0 million due annually beginning September 2020 with the final payment due September 2024.


(E)	SJG has $35.0 million of 3.03% MTN's, with $7.0 million due annually beginning November 2020 with the final payment due November 2024.


(F)	SJG pays $0.9 million annually toward the principal amount of 3.63% MTN's, with the final payment to be made December 2025. As such, $0.9 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.


(G)	SJG has $15.0 million of 4.84% MTN's, with $2.5 million due annually beginning March 2021 with the final payment due March 2026.


(H)	SJG has $45.0 million of 4.93% MTN's, with $7.5 million due annually beginning June 2021 with the final payment due June 2026. SJG also has $45.0 million of 4.03% MTN's, with $9.0 million due annually beginning in December 2023 with the final payment due in December 2027.


(I)	SJG has $42.0 million of 4.01% MTN's with several due dates, as follows: $8.0 million due November 2019; $2.0 million due November 2025; $3.0 million due November 2026; $8.0 million due November 2027; and $7.0 million each due November 2028, 2029 and 2030.


(J)	SJG has $35.0 million of 3.74% MTN's, with $3.175 million due annually beginning April 2022 with final payment due April 2032.

(K)

These variable rate demand bonds bear interest at a floating rate that resets weekly. The interest rate as of December 31, 2018 was 1.78%. Liquidity support on these bonds is provided under a separate letter of credit facility that expires in August 2021; as such, these bonds are recorded in current portion of long-term debt on the consolidated balance sheets. These bonds contain no financial covenants.

(L)

In January 2017, SJG entered into an unsecured, $200.0 million multiple-draw term loan credit agreement, on which SJG had borrowed the full $200.0 million as of December 31, 2017. In 2018, this was paid down, and in October 2018, SJG entered into an unsecured, $400.0 million term loan credit agreement (the “Credit Agreement”), which is syndicated among eight banks. Under the Credit Agreement, the Company can borrow up to an aggregate of $400.0 million from time to time until October 26, 2019. All loans under the Credit Agreement become due and payable on April 26, 2020. As of December 31, 2018, SJG borrowed $310.0 million.


(M)	Proceeds from these debt issuances, which occurred in the second quarter of 2018, were used to fund the Acquisition (see Notes 1 and 20).


(N)	At December 31, 2018, the floating rate on these Senior Notes was 4.38%.

(O) At December 31, 2018, the floating rate on this Term Loan was 3.67%.


(P)	In April 2018, SJI completed a public offering of Equity Units for gross proceeds of $287.5 million (see Note 6). As of December 31, 2018, these Equity Units were not converted into equity.


(Q)	At December 31, 2018, the floating rate on these Senior Notes was 3.76%.

(R)

In December 2018, ETG issued $530.0 million aggregate principal amount of its First Mortgage Bonds, Series 2018A, which were issued in five Tranches as shown in the table above. These bonds were issued under that First Mortgage Indenture dated as of July 2, 2018 between ETG and a Trustee, as supplemented by that First Supplement dated as of December 20, 2018, pursuant to a BPA dated as of December 20, 2018 between ETG and the purchasers named therein. The proceeds from the sale of these bonds were used to repay short-term indebtedness under a previous $530.0 million, 364-day term loan credit agreement dated as of June 26, 2018 among ETG (Borrower), SJI (Guarantor), the lenders party thereto and Bank of America, N.A., as Administrative Agent. Prior to repayment, the term loans bore interest at a variable base rate or a variable LIBOR at the election of the Company.


(S)	Total SJI consolidated Long-Term Debt in the table above does not include unamortized debt issuance costs of $27.0 million and $17.4 million for the years ended December 31, 2018 and 2017, respectively. Total SJG Long-Term Debt in the table above does not include unamortized debt issuance costs of $6.8 million and $7.3 million for the years ended December 31, 2018 and 2017, respectively.


(T)	In July 2018, the interest rates on these senior notes increased 25 basis points per annum due to a rating fee provision included in the respective note purchase agreements. This rating fee provision was triggered upon the S&P downgrading SJI from BBB+ to BBB.

In 2019, SJI provided two separate Notices of Optional Prepayment to the holders of its Floating Rate Senior Notes, Series 2018D, due June 20, 2019 of the Company’s intent to prepay a portion of the $475.0 million aggregate principal amount outstanding. See Note 22.