January 26, 2012
Andrew D. Mew
Accounting Branch Chief
United States Securities & Exchange Commission
Washington, D.C. 20549
Re: South Jersey Industries, Inc.
Form 10-K for Fiscal Year Ended Dec. 31, 2010
Filed March 1, 2011
Proxy Statement on Schedule 14A
Filed April 8, 2011
File No. 001-06364
Dear Mr. Mew:
Please accept this correspondence in response to your letter of December 30, 2011.
Form 10-K for the Fiscal Year Ended December 31, 2010
Management’s Discussion and Analysis, page 16
Results of Operations, page 23
1. Refer to your table on page 26 where you reconcile income from continuing operations to your non-GAAP measure “economic earnings.” Please explain to us why you are netting the unrealized mark-to-market losses/(gains) on derivatives and realized (gains)/losses on inventory injection hedges in this table. Further, reconcile for us, and disclose in future filings, the amounts reported in this table for the past three fiscal years to the amounts you disclose on page 78 which are included in your non utility operating revenues.
Management response:
The Company acknowledges Staff’s comments with respect to the Form 10-K for the fiscal year ended December 31, 2010 and proposes to include the additional disclosures as outlined below.
In the table on page 26, the unrealized mark-to-market losses/(gains) on derivatives were netted with realized (gains)/losses on inventory injection hedges because the Company believes that a net presentation was preferable to presenting the elements separately since neither element was considered individually significant. In Management’s opinion, the net presentation provides the reader with sufficient information about the reconciling items between income from continuing operations and Economic Earnings in a clear and concise format. Unrealized mark-to-market losses/(gains) on derivatives are presented separately from realized (gains)/losses on inventory injection hedges in the earnings releases included as Exhibit 99 to the Current Reports on Form 8-K filed by the Company on February 28, 2011 and February 24, 2010. Beginning with the Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and all future periods, the Company will present unrealized mark-to-market losses/(gains) on derivatives separately from realized (gains)/losses on inventory injection hedges when reconciling income from continuing operations to Economic Earnings.
The following table reconciles the amounts reported in the table on page 78 which are included in Operating Revenues – Non Utility to the unrealized mark-to-market losses/(gains) on derivatives and realized (gains)/losses on inventory injection hedges reported in the table on page 26:
|
2010
|
2009
|
2008
|
||||||||||
|
The effect of derivative instruments not designated as hedging instruments under GAAP on the consolidated statements of income is as follows (gains (losses) in thousands) (See Note 16):
|
|
|||||||||||
|
Gains (losses) on energy related commodity contracts
|
$
|
(22,624
|
)
|
$
|
(14,815
|
)
|
$
|
9,318
|
||||
|
Gains (losses) on interest rate contracts
|
(641
|
)
|
1,210
|
(2,173
|
)
|
|||||||
|
Total before income taxes
|
(23,265
|
)
|
(13,605
|
)
|
7,145
|
|||||||
|
Income taxes (A)
|
9,539
|
5,578
|
(2,929
|
)
|
||||||||
|
Total after income taxes
|
(13,726
|
)
|
(8,027
|
)
|
4,216
|
|||||||
|
Unrealized mark-to-market gains (losses) on derivatives held by affiliated companies, net of tax (A)
|
(1,342
|
)
|
(295
|
)
|
(442
|
)
|
||||||
|
Total unrealized mark-to-market gains (losses) on derivatives
|
(15,068
|
)
|
(8,322
|
)
|
3,774
|
|||||||
|
Realized gains (losses) on inventory injection hedges, net of tax (A)
|
1,370
|
(4,401
|
)
|
5,528
|
||||||||
|
Total reconciling items between income from continuing operations and economic earnings
|
$
|
(13,698
|
)
|
$
|
(12,723
|
)
|
$
|
9,302
|
||||
|
(A)
|
Determinedusing a combined statutory tax rate of 41%
|
The Company will include this table in future filings beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and all future periods (to be modified as appropriate to reflect then current information).
2. Refer to your disclosure on page 25 where you state you adjust, “[f]or 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” in the above non-GAAP measure. Please explain to us and disclose in further detail the meaning of this statement including their nature and how you make these “adjustments.”
Management response:
The Company acknowledges Staff’s comments with respect to the Form 10-K for the fiscal year ended December 31, 2010 and proposes to include the additional disclosures as outlined below
As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2010, the Company purchases and holds natural gas in storage to earn a profit margin from its ultimate sale in the future and uses derivatives to mitigate commodity price risk. The gas stored in inventory is accounted for at the lower of average cost or market, while the derivatives used to reduce the risk associated with a change in the value of the inventory are accounted for at fair value, with changes in fair value recorded in operating results in the period of change. As a result, earnings are subject to volatility as the market price of derivatives change, even when the underlying hedged value of the inventory is unchanged.
For Economic Earnings purposes, income from continuing operations is adjusted, as described on page 25 of the Form 10-K, in order to match the timing of the recognition of realized gains and losses on the derivatives used to mitigate commodity price risk on expected future purchases of gas in storage and the recognition of the related costs of gas in storage. To arrive at income from continuing operations, realized gains and losses on derivatives used to mitigate commodity price risk on expected future purchases of gas in storage are recognized when the derivative settles but the cost of the related gas in storage is not recognized until the period of withdrawal. Over time, gains or losses on the sale of gas in storage will be offset by losses or gains on the derivatives, resulting in the realization of the profit margin expected when the transactions were initiated.
Beginning with the Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and for all future periods (to be modified as appropriate to reflect then current information), the Company proposes to revise the existing disclosure in the Form 10-K by deleting the first bullet within the discussion of the types of transactions that cause the most significant volatility in operating results on page 24 under “Results of Operations” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and replacing it with the following paragraph:
|
|
·
|
SJRG purchases and holds natural gas in storage to earn a profit margin from its ultimate sale in the future. SJRG uses derivatives to mitigate commodity price risk in order to substantially lock-in the profit margin that will ultimately be realized. However, gas stored in inventory is accounted for at the lower of average cost or market; the derivatives used to reduce the risk associated with a change in the value of the inventory are accounted for at fair value, with changes in fair value recorded in operating results in the period of change. As a result, earnings are subject to volatility as the market price of derivatives change, even when the underlying hedged value of the inventory is unchanged. Additional volatility in earnings is created when realized gains and losses on derivatives used to mitigate commodity price risk on expected future purchases of gas in storage are recognized in earnings when the derivative settles but the cost of the related gas in storage is not recognized in earnings until the period of withdrawal. This volatility can be significant from period to period. Over time, gains or losses on the sale of gas in storage will be offset by losses or gains on the derivatives, resulting in the realization of the profit margin expected when the transactions were initiated.
|
Beginning with the Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and for all future periods (to be modified as appropriate to reflect then current information), the Company also proposes to revise the existing disclosure in the Form 10-K by deleting the current definition of Economic Earnings on page 25 under “Results of Operations” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and replacing it with the following definition:
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) less realized gains and plus realized losses, as applicable and in each case after tax, on all commodity derivative transactions attributed to expected purchases of gas in storage to match the recognition of these gains and losses with the recognition of the related cost of gas in storage in the period of withdrawal.
Operating Revenues – Nonutility 2010 vs. 2009, page 28
3. We note your disclosure on page 29 that SJE’s revenues from retail electricity increased $92.1 million in 2010 compared to 2009, “mainly due to the impact of SJE being the successful bidder on a contract to supply retail electricity to over 400 school districts located throughout the state of New Jersey . . . .” We also note that SJE’s revenues from retail electricity increased $57.6 million in 2009 as compared to 2008, due to the same contract. Please provide additional disclosure regarding this contract, including the duration of the contract, with a view towards explaining to investors whether the increases in SJE’s revenues in fiscal 2009 and fiscal 2010 are indicative of future results. Refer to Item 303(a)(3)(i) of Regulation S-K.
|
|
Management response:
|
The Company acknowledges Staff’s comments with respect to the Form 10-K for the fiscal year ended December 31, 2010 and proposes to include the additional disclosures as outlined below
The Company was the successful bidder to provide retail electricity to over 400 school districts throughout the state of New Jersey for a two year period beginning in April 2009 through April 2011. The two year term of this contract is consistent with other contracts pursuant to which SJE provides gas and electricity. During 2010, the contract was expanded to include additional accounts and was extended through April 2012. As disclosed in the Form 10-K, SJE revenues from retail electricity increased $68.1 million in 2009 as compared to 2008 and $73.6 million in 2010 as compared to 2009, excluding the impact of the net change in unrealized gains and losses recorded on forward financial contracts. However, during the same periods, gross margins from the sale of retail electricity increased only $1.6 million in 2009 as compared to 2008 and only $2.5 million in 2010 as compared to 2009, excluding the impact of the net change in unrealized gains and losses recorded on forward financial contracts. These increases in revenue and gross margins were mainly due to the impact of SJE being the successful bidder on the school district contract.
Beginning with the Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and for all future periods (to be modified as appropriate to reflect then current information), the Company proposes to revise the existing disclosure in the Form 10-K by deleting the second paragraph on page 29 under “Operating Revenues – Nonutility 2010 vs 2009” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and replacing it with the following paragraph:
This increase was mainly due to the impact of SJE being the successful bidder on a contract to supply retail electricity to over 400 school districts located throughout the state of New Jersey beginning in April 2009 through April 2012 and a 27.8% increase in the average monthly Locational Marginal Price (LMP) per megawatt hour in 2010 compared with 2009. The contract with the school districts is expected to be rebid in 2012. Excluding the school district contract, most of SJE’s retail electric customer contracts are market-priced.
Consolidated Balance Sheets, page 44
4. Please explain to us how you estimate your provision of uncollectible accounts. In this regard, we noted significant increases in your accounts receivable and unbilled revenues for the year ended December 31, 2010. We also read your disclosure elsewhere in your filing that utility operating expenses increased due in part to increases in expense associated with uncollectible customer accounts receivable.
Management response:
The Company acknowledges Staff’s comments with respect to the Form 10-K for the fiscal year ended December 31, 2010.
The provision for uncollectible accounts is established by the Company based on our historical collection experience for certain types of accounts and an assessment of the collectability of specific accounts. Accounts receivable balances and unbilled revenues were higher at the end of 2010 as compared to 2009 primarily as a result of increased natural gas commodity sales in November and December 2010 at the wholesale energy operations and increases in sales of natural gas to residential customers as a result of the cold weather experienced just prior to year end. The collectability assessment performed for 2010 resulted in a provision for uncollectible accounts of 3.0% of accounts receivable and unbilled revenues combined, as of December 31, 2010, which is consistent with the provision of 3.1% as of December 31, 2009. Based on a review of subsequent receipts, the provisions for uncollectible accounts as of December 31, 2010 and 2009 were adequate. The increase in the dollar amount of the provision for uncollectible accounts as of December 31, 2010 as compared to December 31, 2009, and the resulting increase in operating expense, is primarily the result of an overall increase in the level of customer receivable balances due to higher sales just prior to year end as discussed above, and an increase in the aging of the receivable balances.
15. Commitments and Contingencies, page 73
Pending Litigation, page 73
5. You state, “We accrue liabilities related to these claims when we can reasonably estimate the amount or range of amounts of probable settlement costs or other charges for these claims.” Please tell us the amount(s) of your accrual and revise your disclosure by providing an aggregate estimated reasonably possible loss or range of loss, including reasonably possible loss amounts in excess of your accruals to the extent they are material.
Management response:
The Company acknowledges Staff’s comments with respect to the Form 10-K for the fiscal year ended December 31, 2010 and proposes to include the additional disclosures as outlined below.
The Company has accrued approximately $4.2 million and $3.7 million related to all claims in the aggregate as of December 31, 2010 and 2009, respectively. Management does not believe that these amounts are material to the Company’s financial position, results of operations or liquidity. In addition, Management does not believe that it is reasonably possible that there would be a material change in the Company’s estimated liability in the near term and does not currently anticipate the disposition of any known claims to have a material adverse effect on the Company’s financial position, results of operations or liquidity. Beginning with the Annual Report on Form 10-K for the year ended December 31, 2011, expected to be filed on or before February 29, 2012, and for all future periods (to be modified as appropriate to reflect then current information), the Company proposes to revise the existing disclosure in the Form 10-K by deleting the Pending Litigation paragraph on page 73 under Note 15 “Commitments and Contingencies” and replacing it with the following paragraph:
The Company is subject to claims arising in the ordinary course of business and other legal proceedings. The Company has been named in, among other actions, certain product liability claims related to our former sand mining subsidiary. We accrue liabilities related to these claims when we can reasonably estimate the amount or range of amounts of probable settlement costs or other charges for these claims. The Company has accrued approximately $4.2 million and $3.7 million related to all claims in the aggregate, as of December 31, 2010 and 2009, respectively. Management does not believe that it is reasonably possible that there will be a material change in the Company’s estimated liability in the near term and does not currently anticipate the disposition of any known claims that would have a material effect on the Company’s financial position, results of operations or liquidity.
Definitive Proxy Statement on Schedule 14A filed April 8, 2011
Compensation Discussion & Analysis, page 19
Compensation Practices, page 21
|
6. Please provide the names of the companies in each of the studies listed at the bottom of page 22, including the names of companies from which your management collects proxy information. Refer to Item 402(b)(2)(xiv) of Regulation S-K and Question 118.05 of our Regulation S-K Compliance and Disclosure Interpretations located on our website. In this regard, we note that you provided this information as Exhibits C, D and E in your letter to us dated December 20, 2010, but that these exhibits are not included in this year’s proxy statement.
|
|
|
Management response:
|
|
The Company acknowledges the Staff’s comment 6 above and proposes to include the following additional disclosure in the section entitled “Compensation Practices” beginning with the Definitive Proxy Statement on Schedule 14A expected to be filed on or before March 20, 2012. The proposed additional disclosure below is based on the disclosure reflected in the “Compensation Practices” section of the Company’s Compensation Discussion and Analysis disclosure for 2010, and will be modified in future filings to reflect then current information. The proposed additional disclosure below would replace the eighth paragraph of the section entitled “Compensation Practices.”
|
In addition to the two peer group comparisons discussed above, the Committee uses industry specific compensation studies in evaluating compensation for our Named Executives, other than the CEO. They include the following three studies:
|
|
·
|
The Hay Group Energy Industry Database (based on size, position or revenues as appropriate)
|
|
|
·
|
The Hay Group General Industry Database (based on size, position or revenues as appropriate)
|
|
|
·
|
American Gas Association (AGA) survey data for selected positions.
|
See Exhibits A and B for the list of companies in each of the studies utilized by South Jersey Industries, Inc. and Exhibit C for a list of the companies from which proxy data was collected.
Compensation Components, page 23
7. We note your disclosure in the penultimate paragraph on page 23 that the pre-established annual cash target applicable to each of your NEOs is disclosed in the summary compensation table. However, the target and maximum thresholds set forth in the Grant of Plan-Based Awards table on page 31 appear to relate only to earnings per share targets. Please revise your disclosure regarding your annual cash awards to also disclose whether you have established aggregate annual cash award targets applicable to your NEOs which include amounts payable as a result of achievement of the specific measurable and predefined performance objectives set forth on page 24 and as a result of the Financial Performance of relevant subsidiary company, as applicable. Also disclose how you determine the level of achievement of these objectives and quantify the amounts awarded to your NEOs due to the achievement of these objectives. Refer to Item 402(b)(1)(v) of Regulation S-K.
|
|
Management response:
|
The Company acknowledges the Staff’s comment 7 above and proposes to include the following additional disclosure in the section entitled “Annual Cash Awards” beginning with the Definitive Proxy Statement on Schedule 14A expected to be filed on or before March 20, 2012. The proposed additional disclosure below is based on the disclosure reflected in the “Annual Cash Awards” section of the Company’s Compensation Discussion and Analysis disclosure for 2010, and will be modified in future filings to reflect then current information. The proposed additional disclosure below would replace the entire section entitled “Annual Cash Awards.”
Annual Cash Awards - For 2010, annual cash award amounts are based on a percentage of each Named Executives’ base salary. Each Named Executive pre-established annual cash target is set forth in the Grants of Plan-Based Awards Table. The performance metrics used for our Named Executives are economic earnings per share, financial performance of subsidiaries and individual balanced scorecard objectives and are weighted as set forth in the chart below.
2010 Annual Cash Awards
Metrics
|
CEO
CFO
|
75% SJI Economic
Earnings Per Share
|
-
|
25% Specific, measurable,
and predefined
performance objectives
|
|
Subsidiary
COO’s
|
25% SJI Economic
Earnings Per Share
|
50% Financial Performance
of relevant subsidiary
company
|
25% Specific, measurable,
and predefined
performance objectives
|
|
Other Named
Executives
|
50% SJI Economic
Earnings Per Share
|
-
|
50% Specific, measurable,
and predefined
performance objectives
|
For the economic earnings per share metric, the Committee develops a schedule each year to determine the actual amount of the annual cash award for this metric based on performance. The schedule includes a minimum, target and maximum performance level based on the Company’s earnings per share. The amount of the annual cash award attributed to this metric is capped at the maximum level so that the range for any payout to a Named Executive is plus or minus 50% of the targeted annual cash amount. The Company must achieve minimum earnings per share for any payout of any annual cash award to any Named Executive, including payouts attributed to financial performance of subsidiaries and individual balanced scorecard objectives. For 2010, the minimum earnings per share level is the amount of the Company’s actual economic earnings per share result for 2009, or $2.38. As a result, for the Company’s Named Executives to achieve any annual cash award payout for 2010, the Company had to outperform the 2009 earnings.
The target level earnings per share target for 2010 was $2.54 per share. If earnings per share of $2.54 were achieved, annual cash of 100% of target would have been earned. The maximum level earnings per share target for 2010 was $2.73 per share. At an earnings per share amount of $2.73 per share, 150% of target would have been earned. Actual earnings per share for 2010 were $2.70 per share which resulted in a cash payout based on 142% of target.
For Messrs. DuBois and Renna, performance is also measured using metrics related to the financial performance of the relevant subsidiary company for which they are responsible. This metric carries a 50% weighting of the overall target cash award. For 2010, financial performance of the relevant subsidiary company for which Messrs. DuBois and Renna are responsible was measured based on attainment of certain net income targets. For Mr. DuBois, the South Jersey Gas net income target was $41,600,000. For Mr. Renna, the net income target was $34,700,000. The maximum amount of annual cash attributable to the net income/subsidiary financial performance objective was capped at 150% of target.
Based on performance, Mr. DuBois achieved 149% of his cash attributable to the financial subsidiary performance, resulting in payment to Mr. DuBois of $91,263.00. For Mr. Renna 107.5% of the target was achieved, resulting in a payment to Mr. Renna of $84,219.00 with respect to the financial subsidiary performance metric.
In addition to the company performance components utilized to determine annual cash awards described above, awards to Named Executive are based on individual balanced scorecard performance, which is weighted 25% for Messrs. Graham, Kindlick, DuBois and Renna. For Mr. Patrick, the individual balanced scorecard objectives are weighted 50%. An individual balanced scorecard (“BSC”) is a strategic performance management tool that has four quadrants that are used to measure financial and non financial goals. The four perspectives that the BSC measures against are financial, customer, process and learning and growth.
|
Goal
|
Target
|
Performance
|
|
|
Graham, E.,
CEO
|
Execution of key regulatory actions
|
Base rate case submitted and extension of CIP
|
Achieved
|
|
Strategic Plan
|
Completion of Business line strategic plans
|
Achieved
|
|
|
Organizational Development
|
Develop organization and ensure talent future
|
Achieved
|
|
|
Enhanced communication with Key Stakeholders
|
Expand and enhance communication with customers and shareholders
|
Achieved as evidenced by JD Power scores and over 75 investor relations meetings
|
|
|
Kindlick, D.,
CFO
|
Financial modeling
|
Create and utilize model, share results
|
Achieved
|
|
Rate Case - submit case
|
Achieve targets from case
|
Case filed and finalized ahead of schedule
|
|
|
Enterprise Risk Management Process - consolidate Co. wide plan
|
Study complete and present to BOD
|
Achieved
|
|
|
DuBois, J.,
COO, SJG
|
Customer service
|
Improved customer service
|
Improved call center wait times, reduced customer connect time, achieved #1 rating in JD Power survey
|
|
CIRT
|
Complete incremental projects
|
Achieved
|
|
|
Customer Conversions
|
Increase conversions
|
Record number completed
|
|
|
Rate Case - submit case
|
Achieve income targets from case
|
Case filed and finalized ahead of schedule
|
|
|
Renna, M.,
COO, Solutions
|
Budget
|
100% of budget
|
Exceeded budget
|
|
Business Growth
|
Meet 4 of 7 targeted subsidiary goals
|
Achieved 6 of 7 subsidiary customer goals
|
|
|
Operating Efficiency/Productivity
|
Enhance productivity on 6 subsidiary performance objectives
|
Achieved 4 of 7 subsidiary productivity enhancement goals
|
|
|
Employee Development
|
Succession identification, planning and support
|
Achieved
|
|
|
Patrick, K.,
VP, SJI
|
Timely monthly financial reviews and forecasts
|
Ongoing business performance analysis w/ key variances
|
Achieved
|
|
Facilitate integrated strategic planning process
|
Link strategic initiatives to financial results
|
Achieved
|
|
|
Identify technology to support business objectives
|
Assess and develop plan to migrate business to business intelligence architecture
|
Achieved
|
|
|
Timely implementation of IT initiatives
|
Assist clients with project management, meeting target dates, milestones and approvals
|
Achieved implementation
|
BSC objectives are established at or close to the beginning of the calendar year in which they are to be performed. The objectives are tied to business plans for the applicable year for each of our Named Executives. The achievement of these objectives is measured on a scale of 0 to 5 with 3 being target performance and resulting in payment at 100% of the 25% weighting attributable to the BSC component of the annual cash awards. Annual cash awards for this metric are also capped at 150% of target.
The level of performance achieved for each BSC objective is dependent upon the terms of the objective itself, relative to each Named Executives’ performance. Target level performance is discussed at the beginning of the year.
For 2010, each Named Executive achieved annual cash payments attributable to their BSC objectives as follows:
ANNUAL BSC CASH 2010
|
Target (100%)
|
Max (150%)
|
Actual
|
|||
|
CEO
|
117,188/25%
|
175,782
|
124,805
|
||
|
CFO
|
33,750/25%
|
50,625
|
40,500
|
||
|
Renna
|
30,625/25%
|
45,938
|
38,281
|
||
|
DuBois
|
30,625/25%
|
45,938
|
30,625
|
||
|
Patrick
|
50,625/50%
|
75,938
|
53,536
|
* * * * *
Please note that in connection with our review of the Staff’s comments for purposes of this response, it has come to our attention that due to administrative error, the target and maximum amounts set forth for Estimated Possible Payouts Under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards table were left at 2009 levels. The correct amounts are set forth above. After consideration, we have determined that the effect of this misstatement is not material to an investor in the Company’s securities and have thus determined not to amend the Company’s 2010 Definitive Proxy Statement on Schedule 14A.
Grants of Plan-Based Awards
The following table sets forth certain information concerning the grant of awards made to our Named Executives during the year ended December 31, 2010.
Grants of Plan-Based Awards – 2010
|
Name
|
Grant
Date
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Estimated Possible Payouts of Shares
Under Equity Incentive Plan Awards
(2)
|
All Other Stock Awards:
Number of Shares of Stock or Units
(#)
|
Exercise or Base Price of Option awards
($ / Sh)
|
Grant
Date Fair Value of Stock
and
Option Awards
($) (3)
|
||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
($)
|
|||||
|
Edward J. Graham
|
1/05/10
|
0
|
468,750
|
703,125
|
0
|
16,370
|
24,555
|
-
|
-
|
638,757
|
|
David A. Kindlick
|
1/05/10
|
0
|
135,000
|
202,500
|
0
|
4,243
|
6,364
|
-
|
-
|
165,562
|
|
Michael J. Renna
|
1/05/10
|
0
|
122,500
|
183,750
|
0
|
3,850
|
5,775
|
-
|
-
|
150,227
|
|
Jeffrey E. DuBois
|
1/05/10
|
0
|
122,500
|
183,750
|
0
|
3,850
|
5,775
|
-
|
-
|
150,227
|
|
Kevin D. Patrick
|
1/05/10
|
0
|
101,250
|
151,875
|
0
|
2,947
|
4,420
|
-
|
-
|
114,992
|
Footnotes to Grants of Plan-Based Awards Table
(1) Amounts represent potential cash bonus payable to each Named Executive if the economic earnings per share metric, financial performance metric and/or individual balanced scorecard objectives for 2010 performance were achieved. Target represents a payout at 100% of the target annual cash award for each Named Executive and maximum represents a payout at 150% of the target annual cash award for each Named Executive.
(2) Represents the possible payouts of shares of the performance-based, restricted stock grant at the end of the three-year vesting and performance-measurement period.
(3) Represents the full grant date fair value of the grant of restricted common stock calculated in accordance with SFASB ASC Topic 718. See Footnote 2 of the consolidated financial statements included in the Annual Report on Form 10-K for additional information, including valuation assumptions used in calculating the fair value of the awards.
On behalf of South Jersey Industries, I hereby acknowledge that:
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1.
|
the Company is responsible for the adequacy and accuracy of the disclosure in this filing;
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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
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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.
|
|
Very truly yours,
|
|
|
/s/ David A. Kindlick
|
|
|
David A. Kindlick
|
|
|
Vice President and Chief Financial Officer
|
Exhibit A
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
Energy South, 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
North Western Energy LLC
NSTAR
Oneok, Inc.
Exhibit A
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.
Exhibit B
|
South Jersey Industries
|
|
|
SEC Data Request
|
|
|
Company Name
|
Sector
|
|
Energy Database
|
|
|
T.D. Williamson, Inc. 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, lnc.
|
Energy
|
|
CGGVentas
|
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 (AlGA)
|
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 lnformation 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
|
|
lneos 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
|
|
lnfineum 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
|
|
lnnophos, 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
|
Chemical
|
|
FirstEnergy Corp.
|
Chemical
|
|
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
|
|
Wertz 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
|
|
Arce!orMittal 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 lnternational 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
|
Industrial
|
|
Americas Tate & Lyle Americas- Tate & Lyle
|
Industrial
|
|
Sucralose 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 lndustries, 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 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
|
|
Ltalcementi
|
Industrial
|
|
Flexco
|
Industrial
|
|
Archer Daniels Midland
|
Industrial
|
|
Konica Minolta Graphics Imaging, Inc
|
Industrial
|
|
Barnes Group Inc.
|
Industrial
|
|
PERl 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 C
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.lnc.
|
Piedmont Natural Gas Co. Inc.
|
Laclede Group Inc.
|
Laclede Group Inc.
|
| Piedmont Natural Gas Co.lnc. |
Energen Corp.
|
Energen Corp.
|
Piedmont Natural Gas Co.lnc. | Piedmont Natural Gas Co.lnc. |
|
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/SD
|
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.
|