Gina Merritt-Epps, Esq.
Corporate Counsel & Secretary
|
December 20, 2010
|
Christopher Owings
Assistant Director
United States Securities & Exchange Commission
Washington, D.C. 20549
|
|
Re:
|
South Jersey Industries, Inc.
|
Form 10-K for Fiscal Year Ended Dec. 31, 2009
Filed March 1, 2010
Proxy Statement on Schedule 14A
Filed March 18, 2010
File No. 001-06364
Dear Mr. Owings:
Please accept this correspondence in response to your letter of November 22, 2010.
|
1.
|
Please include the representations included at the end of our letter dated September 27, 2010 (“Tandy representations”) in your next response letter.
|
Management response:
|
|
The Tandy representations are included below.
|
Proxy Statement on Schedule 14A
Compensation of Directors, page 13
|
2.
|
We note your response to comment 5 in our letter dated September 27, 2010. However, it is unclear whether you are using the Mercer Human Resources Consulting, Hay Group, and Towers Perrin studies for a general understanding of compensation practices or as a reference point to base compensation decisions. Please revise to clarify your disclosure and, if applicable, identify the component companies of the Towers Perrin study. See Item 402(b)(2)(xiv) of Regulation S-K and Question 118.05 of our Regulation S-K Compliance and Disclosure Interpretations located at our web-site, www.sec.gov.
|
Management response:
The references to Mercer Human Resources Consulting and Hay Group were solely for historical purposes with regard to compensation studies performed in 2005 and 2006. The compensation decisions referenced in the April 22, 2010 Proxy Statement were based on the 2008 Towers Perrin study.
As indicated, the reference points for that Director Compensation Study were the Company’s peer companies - AGL Resources Inc., Atmos Energy Corp., Black Hills Corp., CH Energy Group Inc., Chesapeake Utilities Corp., Energen Corp., Laclede Group Inc., New Jersey Resources Corp., Nicor Inc., Northwest Natural Gas Co., Piedmont Natural Gas Co., Southern Union Co., Southwest Gas Corp., Vectren Corp. and WGL Holdings Inc.
Using the peer companies outlined above, Towers Perrin found that the Directors’ total cash compensation (cash retainers plus meeting fees) were $3,500 below the 50th percentile of the peer group. Notwithstanding this finding, as indicated in the Proxy Statement, there was no increase to the director cash compensation.
As indicated in our response of October 28, 2010, the Towers Perrin study revealed that the Company’s total stock based compensation was below the 25th percentile of the peer group and based on that finding, the general equity award of $35,000 was increased. (See Management Response to Item 6 of the letter dated September 27, 2010.)
Towers Perrin provided two tables to substantiate their findings with regard to cash compensation and stock awards. A copy of these tables (Exhibits “A” and “B”) have not been attached as a request to maintain confidentiality.
Compensation Discussion and Analysis, page 15
Compensation practices, page 16
|
3.
|
We note your response to comment 9 in our letter dated September 27, 2010. You state that “[b]oth the survey data and the proxy information are used to establish the 50th percentile of the market against which we benchmark our compensation on a job-by-job basis.” Since it appears that you benchmark compensation, please provide the names of the companies in each of the studies, including names of the companies from which your management collects proxy information. See Item 402(b)(2)(xiv) of regulation S-K and Question 118.05 of our Regulation S-K Compliance and Disclosure Interpretations located at our website, www.sec.gov.
|
Management response:
See Exhibits “C” and “D” for the list of companies in each of the studies utilizedby South Jersey Industries, Inc. Exhibit “E” is the list of companies from whichproxy information is collected.
Compensation Components, page 18
|
4.
|
We note your response to comment 10 in our letter dated September 27, 2010. You still have not provided a quantitative discussion of all of the terms of the necessary targets to be achieved for your named executive officers to earn their performance based annual cash awards and long-term incentives. For example, for annual cash awards you have not disclosed the targets for economic earnings per share or financial performance of relevant subsidiary. If there are targets or measures of the “bsc” for financial, customer, process, and learning and growth you should disclose them. You should define economic earnings and the measure on which cash awards are based. For long-term incentives, you have not disclosed the targets for relative shareholder return. Please disclose the specific performance targets used to determine incentive amounts for 2009, as well as where your performance fell with respect to the targets, or provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b). General statements regarding the level of difficulty, or ease, associated with achieving performance goals either at the corporate or individual level are not sufficient. In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm. See Question 118.04 of Compliance & Disclosure Interpretations on Regulation S-K at http://www.sec.gov/divisions/corpfin/guidance/ regskinterp.htm
|
Management response:
Annual cash is awarded based on company performance which for 2009 was set at $2.35 earnings per share. By achieving earnings per share of $2.38, annual cash of 100% of target was earned. At an earnings per share amount of $2.47 per share, one hundred and twenty five percent of target would have been earned. Economic earnings per share are used as a measure for annual cash, we define economic earnings as income from continuing operations, (1) less the change in unrealized gains and plus the change in unrealized losses, as applicable and in each case after tax, on all commodity derivative transactions and the ineffective portion of interest rate derivative transactions that we are marking to market, and (2) adjusting for realized gains and losses, as applicable and in each case after tax, on all hedges attributed to inventory transactions to align them with the related cost of inventory in the period of withdrawal. Economic Earnings is a significant performance metric used by our management to indicate the amount and timing of income from continuing operations that we expect to earn related to derivative transactions. Specifically, we believe that this financial measure indicates to investors the profitability of all portions of these transactions and not just the portion that is subject to mark-to-market valuation measurement. Considering only one side of the transaction can produce a false sense as to the profitability of our derivative activities, as no change in value is reflected for the non-derivative portion of the transaction. In addition to earnings per share, each Named Executive Officer (“NEO”) has objectives with assigned targets that need to be achieved in order to earn a portion of their annual cash. A copy of this table (Exhibits “F”) has not been attached as a request to maintain confidentiality.
With regard to long term incentives targets for shareholder return are earned based upon the Company’s relative total shareholder return measured against industry peer companies, over three year cycles. LTIP performance is evaluated as the Company’s total shareholder return as a percentile of the peer group. The target performance level for each vintage of stock grants is the 50th percentile of the peer group at the end of the three year cycle. For payouts earned at various levels of performance see the chart attached as Exhibit “G”.
For the three year performance cycles ending December 31st 2007, 2008 and 2009 the Company’s performance as a percentile of the peer group in three year total shareholder return is set forth in the chart attached as Exhibit “H”.
On behalf of South Jersey Industries, I hereby acknowledge that:
|
|
1.
|
the Company is responsible for the adequacy and accuracy of the disclosure in this filing;
|
|
|
2.
|
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
|
|
|
3.
|
the Company may not assert staff comments of the defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|
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Very truly yours,
|
|
|
/s/Gina Merritt-Epps, Esq.
|
|
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Gina Merritt-Epps, Esq.
|
|
|
Corporate Counsel & Secretary
|
GME/sjh
cc: E. J. Graham
Exhibit "A"
Exhibit “A” has not been attached as a request to maintain confidentiality.
Exhibit "B"
Exhibit “B” has not been attached as a request to maintain confidentiality.
Exhibit "C"
Overview of Survey Participants
|
Participant List
|
|
AGL Resources
|
|
Alliant Energy
|
|
Atmos Energy Corporation
|
|
Avista Corporation
|
|
Cascade Natural Gas Corporation
|
|
CenterPoint Energy, Inc.
|
|
Central Hudson Gas & Electric
|
|
Chesapeake Utilities Corporation
|
|
Citizens Gas & Coke Utility
|
|
Colorado Springs Utilities
|
|
Constellation Energy
|
|
Consumers Energy Company
|
|
Dominion Resources, Inc.
|
|
DTE Energy
|
|
Duke Energy Corporation
|
|
Energen Corporation
|
|
EnergySouth, Inc.
|
|
Entergy Corporation
|
|
EON US LLC
|
|
Equitable Utilities
|
|
Exelon Corporation
|
|
Gainesville Regional Utilities
|
|
Integrys Energy Group
|
|
Intermountain Gas Company
|
|
Iroquois Pipeline Operating Company
|
|
Knoxville Utilities Board
|
|
Laclede Gas
|
|
Memphis Light Gas & Water
|
|
Metropolitan Utilities District
|
|
Middle Tenn. Natural Gas Company
|
|
Montana Dakota Utilities
|
|
Mountaineer Gas Company
|
|
National Fuel Gas Distribution Corporation
|
|
National Gas & Oil Cooperative
|
|
National Grid
|
|
New Jersey Resources Corporation
|
|
NICOR, Inc.
|
|
Nisource, Inc.
|
|
Northwest Natural Gas Company
|
|
Northwestern Energy LLC
|
|
NSTAR
|
|
Oneok, Inc.
|
|
Pepco Holdings
|
|
Philadelphia Gas Works
|
|
Piedmont Natural Gas Company, Inc.
|
|
Puget Sound Energy
|
|
Questar Corporation
|
|
SEMCO Energy
|
|
Sempra Energy
|
|
Source Gas
|
|
South Jersey Gas Company
|
|
Southern California Gas Company
|
|
Southern Union Company
|
|
Southwest Gas Corporation
|
|
UGI Utilities, Inc.
|
|
Vectren Corporation
|
|
Vermont Gas Systems, Inc.
|
|
Washington Gas Light Company
|
|
Westfield Gas & Electric Light
|
|
Xcel Energy, Inc.
|
|
American Gas Association
|
15 |
Watson Wyatt Data Services
|
Exhibit "D"
South Jersey Industres
SEC Data Request
|
Company Name
|
Sector
|
|
Energy Database
|
|
|
T.D. Williamson, Inc.
|
Energy
|
|
Hess Corporation
|
Energy
|
|
Sierra Southwest Co-Op Services, Inc.
|
Energy
|
|
Piedmont Natural Gas Company, Inc.
|
Energy
|
|
Southern Company
|
Energy
|
|
Southern Company - Alabama Power
|
Energy
|
|
Southern Company - Georgia Power
|
Energy
|
|
Southern Company - Southern Nuclear Operating Company
|
Energy
|
|
Southern Company - Mississippi Power
|
Energy
|
|
Southwest Gas Corporation
|
Energy
|
|
New York Power Authority
|
Energy
|
|
City of Philadelphia - Philadelphia Gas Works
|
Energy
|
|
Powersouth
|
Energy
|
|
Atmos Energy Corporation
|
Energy
|
|
Memphis Light, Gas & Water Division
|
Energy
|
|
California Independent System Operator Corporation
|
Energy
|
|
United Illuminating Corporation
|
Energy
|
|
Unitil Corporation
|
Energy
|
|
CHS, Inc.
|
Energy
|
|
Mirant Corporation
|
Energy
|
|
ElectriCities of North Carolina
|
Energy
|
|
CenterPoint Energy
|
Energy
|
|
Dominion Resources, Inc.
|
Energy
|
|
Dominion Resources, Inc. - Dominion Energy
|
Energy
|
|
Dominion Resources, Inc. - Dominion Generation Corporation
|
Energy
|
|
Dominion Resources, Inc. - VA Power
|
Energy
|
|
Iroquois Pipeline Operating Company
|
Energy
|
|
Public Works Commission of Fayetteville, North Carolina
|
Energy
|
|
PJM Interconnection, LLC
|
Energy
|
|
PG&E Corporation - Pacific Gas and Electric Company
|
Energy
|
|
Electric Reliability Council of Texas, Inc.
|
Energy
|
|
FirstEnergy
|
Energy
|
|
Allegheny Energy, Inc.
|
Energy
|
|
AGL Resources, Inc
|
Energy
|
|
GDF SUEZ Energy - United Water
|
Energy
|
|
GDF SUEZ Energy North America
|
Energy
|
|
GDF SUEZ Energy-SUEZ Energy Generation North America
|
Energy
|
|
GDF SUEZ Energy-SUEZ Energy LNG North America
|
Energy
|
|
GDF SUEZ Energy-SUEZ Energy Marketing North America
|
Energy
|
|
GDF SUEZ Energy-SUEZ Energy Retail North America
|
Energy
|
|
American Transmission Co. LLC
|
Energy
|
|
PNM Resources Inc.
|
Energy
|
|
Edison International - Edison Mission Energy
|
Energy
|
|
Energy Future Holdings
|
Energy
|
|
Energy Future Holdings - Luminant
|
Energy
|
|
Energy Future Holdings - Luminant Energy
|
Energy
|
|
Energy Future Holdings - Oncor Electric Delivery Company
|
Energy
|
|
Energy Future Holdings -- TXU Energy
|
Energy
|
|
Old Dominion Electric Cooperative
|
Energy
|
|
Central Vermont Public Service Corporation
|
Energy
|
|
Petrobras Americas Inc
|
Energy
|
|
Wood Mackenzie
|
Energy
|
|
DPL Inc.
|
Energy
|
|
Orlando Utilities Commission
|
Energy
|
|
City of Austin - Austin Energy
|
Energy
|
|
E.ON U.S., LLC
|
Energy
|
|
Duquesne Light
|
Energy
|
|
Vopak North America
|
Energy
|
|
NuStar Energy L.P.
|
Energy
|
|
Cheniere Energy, Inc.
|
Energy
|
|
CGGVeritas
|
Energy
|
|
L/B Water Service
|
Energy
|
|
Helmerich & Payne, Inc.
|
Energy
|
|
Florida Municipal Power Agency
|
Energy
|
|
South Jersey Industries
|
Energy
|
|
South Jersey Industries — Energy Solutions
|
Energy
|
|
South Jersey Industries — South Jersey Gas Company
|
Energy
|
|
AES Corporation
|
Energy
|
|
Southern Minnesota Municipal Power Agency
|
Energy
|
|
General Industry Database
|
|
|
Johnson County Government
|
General Market
|
|
Community Options, Inc.
|
General Market
|
|
New York City Department of Education
|
General Market
|
|
Tipp Enterprises — Novamex
|
General Market
|
|
Laureate Education, Inc
|
General Market
|
|
American Institute of Graphic Arts (AIGA)
|
General Market
|
|
Massachusetts Society of Certified Public Accountants
|
General Market
|
|
Kforce, Inc
|
General Market
|
|
Telefonica International Wholesale Services
|
General Market
|
|
City of Austin, TX
|
General Market
|
|
Sleep Innovations
|
Industrial
|
|
International Fellowship Of Christians & Jews
|
General Market
|
|
Chicago Province of the Society of Jesus
|
General Market
|
|
Pharmacy Onesource, Inc.
|
General Market
|
|
Shippensburg University Foundation
|
General Market
|
|
Rochester Institute of Technology
|
General Market
|
|
Alzheimer's Disease and Related Disorders Association
|
General Market
|
|
Rensselaer Polytechnic Institute
|
General Market
|
|
Ritchie Bros. Auctioneers
|
General Market
|
|
Healthcare Information Management Systems Society
|
General Market
|
|
Bureau Veritas
|
General Market
|
|
FMC Corporation
|
Chemical
|
|
FMC Corporation - Agricultural Products Group
|
Chemical
|
|
FMC Corporation - Industrial Chemicals Group
|
Chemical
|
|
FMC Corporation - Specialty Chemicals Group
|
Chemical
|
|
PPG Industries Inc. - Chemicals
|
Chemical
|
|
PPG Industries Inc. - Coatings & Resins
|
Chemical
|
|
PPG Industries Inc. - Corporate
|
Chemical
|
|
PPG Industries Inc. - Glass
|
Chemical
|
|
Honeywell - Specialty Materials
|
Chemical
|
|
Eastman Chemical
|
Chemical
|
|
Umicore
|
Chemical
|
|
Ashland, Inc. - Aqualon Functional Ingredients
|
Chemical
|
|
Ashland, Inc. - Ashland Distribution
|
Chemical
|
|
Ashland, Inc. - Consumer Markets
|
Chemical
|
|
Ashland, Inc. - Corporate
|
Chemical
|
|
Ashland, Inc. - Hercules Water Technologies
|
Chemical
|
|
Ashland, Inc. - Performance Materials
|
Chemical
|
|
Tronox Incorporated
|
Chemical
|
|
Sunoco, Inc. - Chemical Division
|
Chemical
|
|
INVISTA
|
Chemical
|
|
Dow Chemical Company, The
|
Chemical
|
|
Dow Chemical Company, The - Dow AgroSciences
|
Chemical
|
|
Dow Corning Corporation
|
Chemical
|
|
E. I. du Pont de Nemours and Company
|
Chemical
|
|
Occidental Petroleum Corporation - Occidental Chemical Corp.
|
Chemical
|
|
Calgon Carbon
|
Chemical
|
|
Olin Corporation - Chlor Alkali
|
Chemical
|
|
Arkema
|
Chemical
|
|
Solvay America - Solvay Solexis
|
Chemical
|
|
Solvay America Inc.
|
Chemical
|
|
Solvay America Inc. - Solvay Advanced Polymers, Inc.
|
Chemical
|
|
Solvay America Inc. - Solvay Chemicals
|
Chemical
|
|
Solvay America inc. - Solvay Information Technologies
|
Chemical
|
|
Chemtura Corporation
|
Chemical
|
|
Bayer Material Science
|
Chemical
|
|
Mosaic Company, The
|
Chemical
|
|
Air Products and Chemicals
|
Chemical
|
|
Rhodia
|
Chemical
|
|
BASF
|
Chemical
|
|
BASF - Ciba Specialty Chemicals
|
Chemical
|
|
Arch Chemicals, Inc.
|
Chemical
|
|
H.B. Fuller Company
|
Chemical
|
|
Williams Companies, Inc.
|
Chemical
|
|
Cognis
|
Chemical
|
|
Roquette America
|
Chemical
|
|
MeadWestvaco Corporation - Specialty Chemicals
|
Chemical
|
|
Praxair, Inc.
|
Chemical
|
|
NewMarket Corporation
|
Chemical
|
|
Georgia Gulf Corporation
|
Chemical
|
|
Ineos Group Limited
|
Chemical
|
|
Air Liquide America
|
Chemical
|
|
Cabot Corporation
|
Chemical
|
|
MacDermid
|
Chemical
|
|
EMD Chemicals Inc
|
Chemical
|
|
Evonik Degussa Corporation
|
Chemical
|
|
Linde Group, North America Inc.
|
Chemical
|
|
Millennium Inorganic Chemicals
|
Chemical
|
|
NOVA Chemicals, Inc.
|
Chemical
|
|
Lubrizol Corporation, The
|
Chemical
|
|
LyondellBasell North America - Lyondell
|
Chemical
|
|
Clariant Corporation
|
Chemical
|
|
International Flavors & Fragrances
|
Chemical
|
|
Agrium, Inc. - US
|
Chemical
|
|
Potash Corporation of Saskatchewan, Inc.
|
Chemical
|
|
Huntsman - Textile Effects
|
Chemical
|
|
Cytec Industries Inc.
|
Chemical
|
|
Lonza Inc.
|
Chemical
|
|
Akzo Nobel
|
Chemical
|
|
Akzo Nobel - Car Refinishes
|
Chemical
|
|
Akzo Nobel - Functional Chemicals
|
Chemical
|
|
Akzo Nobel - Industrial Finishes
|
Chemical
|
|
Akzo Nobel - International Paint Llc.
|
Chemical
|
|
Akzo Nobel - National Starch
|
Chemical
|
|
Akzo Nobel - Powder Coatings
|
Chemical
|
|
Akzo Nobel - Pulp & Paper Chemicals
|
Chemical
|
|
Akzo Nobel - Surfactants
|
Chemical
|
|
TOTAL S.A. - Total Petrochemicals USA
|
Chemical
|
|
Sasol North America, Inc.
|
Chemical
|
|
Infineum USA L.P.
|
Chemical
|
|
Chevron Phillips Chemical Company LLC
|
Chemical
|
|
Champion Technologies
|
Chemical
|
|
Champion Technologies - Corsicana Technologies
|
Chemical
|
|
Shepherd Color Company
|
Chemical
|
|
Buckman Laboratories
|
Chemical
|
|
Innophos, Inc.
|
Chemical
|
|
LANXESS
|
Chemical
|
|
Westlake Chemical Corporation
|
Chemical
|
|
Siegwerk USA Inc.
|
Chemical
|
|
Momentive Specialty Chemicals, Inc.
|
Chemical
|
|
Michelman Inc.
|
Chemical
|
|
Baker Petrolite
|
Chemical
|
|
Sika Corporation
|
Chemical
|
|
Bluestar Silicones
|
Chemical
|
|
Zep Inc.
|
Chemical
|
|
Canexus
|
Chemical
|
|
SABIC Innovative Plastics US LLC
|
Chemical
|
|
GEO Specialty Chemicals
|
Chemical
|
|
Nitto Denko America — Permacel Automotive
|
Chemical
|
|
Americas Styrenics
|
Chemical
|
|
ICL Industrial Products
|
Chemical
|
|
DSM Nutritional Products, Inc.
|
Chemical
|
|
DSM Resins U.S. Inc. - DSM Chemicals North America, Inc.
|
Chemical
|
|
Firmenich, Incorporated
|
Chemical
|
|
OCI Chemical
|
Chemical
|
|
Borealis Compounds Inc.
|
Chemical
|
|
Ferro Corporation
|
Chemical
|
|
Southern Company
|
Industrial
|
|
FirstEnergy Corp.
|
Industrial
|
|
Weston Solutions
|
Industrial
|
|
Jacobs Engineering Group Inc.
|
Industrial
|
|
Zachry Construction Corporation
|
Industrial
|
|
Granite Construction Incorporated
|
Industrial
|
|
Day & Zimmermann
|
Industrial
|
|
Gilbane, Inc.
|
Industrial
|
|
Bovis Lend Lease
|
Industrial
|
|
McCarthy Building Companies Inc.
|
Industrial
|
|
PCL Construction Enterprises Inc.
|
Industrial
|
|
Tishman Realty & Construction Co. Inc.
|
Industrial
|
|
Turner Construction Company
|
Industrial
|
|
Weitz Company
|
Industrial
|
|
NACCO Materials Handling Group
|
Industrial
|
|
Bridgestone Americas, Inc.
|
Industrial
|
|
Saint-Gobain Corporation
|
Industrial
|
|
Voith - Voith Hydro Inc.
|
Industrial
|
|
Voith - Voith Paper Fabric & Roll Systems Inc
|
Industrial
|
|
Continental Automotive Systems, Inc.
|
Industrial
|
|
Michelin North America
|
Industrial
|
|
Flowserve Corporation
|
Industrial
|
|
Valmont Industries, Inc. - Coatings
|
Industrial
|
|
Valmont Industries, Inc. - Corporate
|
Industrial
|
|
Valmont Industries, Inc. - International
|
Industrial
|
|
Valmont Industries, Inc. - Irrigation
|
Industrial
|
|
Valmont industries, Inc. - Structures Division
|
Industrial
|
|
Valmont Industries, Inc. - Tubing
|
Industrial
|
|
Valmont Industries, Inc. - Utilities
|
Industrial
|
|
Marmon Group, Inc., The - Union Tank Car
|
Industrial
|
|
Hexagon Metrology, Inc.
|
Industrial
|
|
Cooper Industries, Ltd. - B-Line
|
Industrial
|
|
Cooper Industries, Ltd. - Bussmann
|
Industrial
|
|
Cooper Industries, Ltd. - Cooper Tools
|
Industrial
|
|
Cooper Industries, Ltd. - Corporate
|
Industrial
|
|
Cooper Industries, Ltd. - Crouse-Hinds ECM
|
Industrial
|
|
Cooper Industries, Ltd. - Lighting
|
Industrial
|
|
Cooper Industries, Ltd. - Power Systems
|
Industrial
|
|
Cooper Industries, Ltd. - Wiring Devices
|
Industrial
|
|
Lehigh Hanson
|
Industrial
|
|
Lehigh Hanson - Building Products
|
Industrial
|
|
Lehigh Hanson - Canada Region
|
Industrial
|
|
Lehigh Hanson - Lehigh White
|
Industrial
|
|
Lehigh Hanson - North Region
|
Industrial
|
|
Lehigh Hanson - South Region
|
Industrial
|
|
Lehigh Hanson - West Region
|
Industrial
|
|
Ingersoll Rand Company Limited
|
Industrial
|
|
Ingersoll Rand Company Limited - Climate Control
|
Industrial
|
|
Ingersoll Rand Company Limited - Enterprise Services
|
Industrial
|
|
Ingersoll Rand Company Limited - Industrial Technologies
|
Industrial
|
|
Ingersoll Rand Company Limited - Security Technologies
|
Industrial
|
|
Ingersoll Rand Company Limited - Trane Residential
|
Industrial
|
|
Caterpillar Inc.
|
Industrial
|
|
Joy Global, Inc.
|
Industrial
|
|
Joy Global, Inc. - Joy Mining Machinery
|
Industrial
|
|
SPX Corporation
|
Industrial
|
|
Modine Manufacturing Company
|
Industrial
|
|
Belden
|
Industrial
|
|
Wienerberger - General Shale Brick, Inc.
|
Industrial
|
|
Illinois Tool Works Inc.
|
Industrial
|
|
Owens-Illinois, Inc.
|
Industrial
|
|
Pilkington
|
Industrial
|
|
Eaton Corporation
|
Industrial
|
|
Noranda Aluminum
|
Industrial
|
|
Noranda Aluminum - Gramercy
|
Industrial
|
|
Noranda Aluminum - Noranda Primary
|
Industrial
|
|
Noranda Aluminum - Norandal
|
Industrial
|
|
ArcelorMittal Tubular Products
|
Industrial
|
|
ArcelorMittal Tubular Products
|
Industrial
|
|
ArcelorMittal Tubular Products Mechanical
|
Industrial
|
|
Sonoco Products Company
|
Industrial
|
|
CNH Global N.V.
|
Industrial
|
|
Andersons, Inc., The
|
Industrial
|
|
Cargill, Inc.
|
Industrial
|
|
American Crystal Sugar Company
|
Industrial
|
|
Hallmark Cards, Inc.
|
Industrial
|
|
MeadWestvaco Corp - Community Development & Land Management
|
Industrial
|
|
MeadWestvaco Corporation - Calmar
|
Industrial
|
|
MeadWestvaco Corporation - Consumer & Office Products
|
Industrial
|
|
MeadWestvaco Corporation - Consumer Solutions
|
Industrial
|
|
MeadWestvaco Corporation - Corporate
|
Industrial
|
|
MeadWestvaco Corporation - Global Business Services
|
Industrial
|
|
MeadWestvaco Corporation - Packaging Resource Group
|
Industrial
|
|
MeadWestvaco Corporation - Specialty Papers
|
Industrial
|
|
Deere & Company
|
Industrial
|
|
Associated Materials, Inc.
|
Industrial
|
|
Mitsubishi International Corporation
|
Industrial
|
|
Hilti - US
|
Industrial
|
|
Newark InOne
|
Industrial
|
|
ABB, Inc.
|
Industrial
|
|
FANUC CNC America Corporation
|
Industrial
|
|
Hillwood Development Corporation
|
Industrial
|
|
Matthews International Corporation
|
Industrial
|
|
Huhtamaki
|
Industrial
|
|
CHS, Inc. (307511)
|
Industrial
|
|
Tate & Lyle Americas
|
Industrial
|
|
Tate & Lyle Americas - Custom Ingredients
|
Industrial
|
|
Tate & Lyle Americas - Ingredients Americas
|
Industrial
|
|
Tate & Lyle Americas - Tate & Lyle Sucralose
|
Industrial
|
|
Amsted Industries, Inc. - Amsted Rail
|
Industrial
|
|
Amsted Industries, Inc. - Baltimore Aircoil
|
Industrial
|
|
Amsted Industries, Inc. - Burgess Norton
|
Industrial
|
|
Amsted Industries, Inc. - Consolidated Metco Inc.
|
Industrial
|
|
Amsted Industries, Inc. - Corporate
|
Industrial
|
|
Amsted Industries, Inc. - Diamond Chain
|
industrial
|
|
Amsted Industries, Inc. - Griffin Pipe
|
Industrial
|
|
Amsted Industries, Inc. - Means Industries, Inc.
|
Industrial
|
|
Pioneer Hi-Bred International, Inc.
|
Industrial
|
|
Ensign-Bickford Industries
|
Industrial
|
|
Brambles
|
Industrial
|
|
Johnson Controls
|
Industrial
|
|
FM Global
|
Industrial
|
|
PCS - Potash
|
Industrial
|
|
Plastic Omnium
|
Industrial
|
|
Benteler North America
|
Industrial
|
|
BMW Manufacturing
|
Industrial
|
|
ZF Group North American Operations
|
Industrial
|
|
GrafTech International, LTD
|
Industrial
|
|
Southern Star Concrete
|
Industrial
|
|
Griffith Laboratories USA
|
Industrial
|
|
Eagle Ottawa, LLC
|
Industrial
|
|
Groupe SEB
|
Industrial
|
|
Denso Manufacturing
|
Industrial
|
|
Armacell LLC
|
Industrial
|
|
Day & Zimmermann
|
Industrial
|
|
Ford Motor
|
Industrial
|
|
MonierLifetile LLC
|
Industrial
|
|
Handy & Harman
|
Industrial
|
|
Dawn Food Products, inc.
|
Industrial
|
|
Lenzing Fibers Inc - Hahl
|
Industrial
|
|
Lenzing Fibers Inc.
|
Industrial
|
|
Lopez Foods
|
industrial
|
|
Ply Gem Siding Group
|
industrial
|
|
Bunge North America, Inc.
|
Industrial
|
|
BELIMO Americas
|
Industrial
|
|
Ball Corporation
|
Industrial
|
|
Agfa Corporation
|
Industrial
|
|
Agfa Corporation - Agfa Materials
|
Industrial
|
|
S&B Industrial Minerals S.A. - N.A.
|
Industrial
|
|
S&B Industrial Minerals S.A. - Stollberg Inc
|
Industrial
|
|
Bal-Seal Engineering Inc
|
Industrial
|
|
Sitel Semiconductor
|
Industrial
|
|
Amcor Limited
|
Industrial
|
|
Amcor Limited - Amcor PET Packaging
|
Industrial
|
|
Glatfelter
|
Industrial
|
|
WireCo World Group Inc.
|
Industrial
|
|
Vallourec
|
Industrial
|
|
Danfoss
|
Industrial
|
|
Howden Buffalo Inc.
|
Industrial
|
|
ASML
|
Industrial
|
|
TomTom, Inc.
|
Industrial
|
|
Italcementi
|
Industrial
|
|
Flexco
|
Industrial
|
|
Archer Daniels Midland
|
Chemical
|
|
Konica Minolta Graphics Imaging, Inc
|
Industrial
|
|
Barnes Group Inc.
|
Industrial
|
|
PERI USA
|
Industrial
|
|
Anonymous Industrial Company
|
Industrial
|
|
Thomas Steel Strip Corp.
|
Industrial
|
|
Jaguar Land Rover NA
|
Industrial
|
|
Southco, Inc.
|
Industrial
|
|
Forbo Flooring
|
Industrial
|
|
Siemens Corporation
|
Industrial
|
|
Mersen Group
|
Industrial
|
|
United States Steel Corporation
|
Industrial
|
|
Gerdau AmeriSteel Corporation
|
Industrial
|
|
ArcelorMittal
|
Industrial
|
|
AK Steel Corporation
|
Industrial
|
|
Severstal - Severstal North America
|
Industrial
|
|
CSN
|
Industrial
|
Exhibit “E”
SOUTH JERSEY INDUSTRIES, INC.
|
Proxy Position 1 and Chief Executive Officer
|
Top Financial Position
|
Proxy Position 3
|
Proxy Position 4
|
Proxy Position 5
|
|
Almos Energy Corp.
|
Almos Energy Corp.
|
Almos Energy Corp.
|
Almos Energy Corp.
|
Almos Energy Corp.
|
|
Nicor, Inc.
|
New Jersey Resources Corp.
|
New Jersey Resources Corp.
|
Nicor, Inc.
|
Nicor, Inc.
|
|
New Jersey Resources Corp.
|
WGL Holdings Inc.
|
WGL Holdings Inc.
|
New Jersey Resources Corp.
|
New Jersey Resources Corp.
|
|
WGL Holdings Inc.
|
Southern Union Co.
|
Southern Union Co.
|
WGL Holdings Inc.
|
WGL Holdings Inc.
|
|
Southern Union Co.
|
AGL Resources Inc.
|
AGL Resources Inc.
|
Southern Union Co.
|
Southern Union Co.
|
|
AGL Resources Inc.
|
Vectren Corp,
|
Vectren Corp.
|
AGL Resources Inc.
|
AGL Resources Inc.
|
|
Vectren Corp.
|
Southwest Gas Corp.
|
Southwest Gas Corp.
|
Vectren Corp.
|
Vectren Corp.
|
|
Southwest Gas Corp.
|
Laclede Group Inc.
|
Laclede Group Inc.
|
Southwest Gas Corp.
|
Southwest Gas Corp.
|
|
Laclede Group Inc.
|
Piedmont Natural Gas Co. Inc.
|
Piedmont Natural Gas Co. Inc.
|
Laclede Group Inc.
|
Laclede Group Inc.
|
|
Piedmont Natural Gas Co. Inc.
|
Energen Corp.
|
Energen Corp.
|
Piedmont Natural Gas Co. Inc.
|
Piedmont Natural Gas Co. Inc.
|
|
Energen Corp.
|
CH Energy Group Inc.
|
CH Energy Group Inc.
|
Energen Corp.
|
Energen Corp.
|
|
CH Energy Group Inc.
|
Northwest Natural Gas Co.
|
Northwest Natural Gas Co.
|
CH Energy Group Inc.
|
CH Energy Group Inc.
|
|
Northwest Natural Gas Co.
|
Black Hills Corp/5D
|
Black Hills Corp/SD
|
Northwest Natural Gas Co.
|
Northwest Natural Gas Co.
|
|
Black Hills Corp/SD
|
Chesapeake Utilities Corp.
|
Chesapeake Utilities Corp.
|
Black Hills Corp/SD
|
Black Hills Corp/SD
|
|
Chesapeake Utilities Corp.
|
Chesapeake Utilities Corp.
|
Chesapeake Utilities Corp.
|
Exhibit "F"
Exhibit “F” has not been attached as a request to maintain confidentiality.
Exhibit “G”
|
Long Term Incentive Program Performance Measures
|
|
|
Level of Performance of SJI compared to Peers
|
Pay out Earned at Close of 3 vear period
|
|
Less than 35th percentile
|
0
|
|
35th percentile
|
50%
|
|
50th percentile
|
100%
|
|
80th percentile
|
150%
|
Exhibit “H”
|
Actual SJI LTIP Performance for Three Year Performance Cycles
|
||
|
End Date of Performance Cvcle
|
SJI Performance as a % of Peer Gro
|
Pay out of LTIP
|
|
12/31/2007
|
72.60%
|
137.70%
|
|
12/31/2008
|
89.80%
|
150%
|
|
12/31/2009
|
77.10%
|
145.20%
|