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•	weather and economic conditions;

•	demographic changes in the NJNG service territory and their effect on NJNG's customer growth;

•	volatility of natural gas and other commodity prices and their impact on NJNG customer usage, NJNG's BGSS incentive programs, NJRES operations and on the Company's risk management efforts;

•	changes in rating agency requirements and/or credit ratings and their effect on availability and cost of capital to the Company;

•	the impact of volatility in the credit markets on our access to capital;

•	the ability to comply with debt covenants;

•	the impact to the asset values and resulting higher costs and funding obligations of NJR's pension and postemployment benefit plans as a result of potential downturns in the financial markets, lower discount rates or impacts associated with the Patient Protection and Affordable Care Act;

•	accounting effects and other risks associated with hedging activities and use of derivatives contracts;

•	commercial and wholesale credit risks, including the availability of creditworthy customers and counterparties, and liquidity in the wholesale energy trading market;

•	regulatory approval of NJNG's planned infrastructure programs;

•	the ability to obtain governmental and regulatory approvals, land-use rights, electric grid connection (in the case of distributed power projects) and/or financing for the construction, development and operation of NJR's non-regulated energy investments and NJNG's infrastructure projects in a timely manner;

•	risks associated with the management of the Company's joint ventures and partnerships;

•	risks associated with NJR's investments in distributed power projects, including the availability of regulatory and tax incentives, the availability of viable projects, NJR's eligibility for ITCs and PTCs, the future market for SRECs and operational risks related to projects in service;

•	timing of qualifying for ITCs and PTCs due to delays or failures to complete planned solar energy projects and the resulting effect on our effective tax rate and earnings;

•	the level and rate at which NJNG's costs are incurred and the extent to which they are allowed to be recovered from customers through the regulatory process;

•	access to adequate supplies of natural gas and dependence on third-party storage and transportation facilities for natural gas supply;

•	operating risks incidental to handling, storing, transporting and providing customers with natural gas;

•	risks related to our employee workforce;

•	the regulatory and pricing policies of federal and state regulatory agencies;

•	the costs of compliance with present and future environmental laws, including potential climate change-related legislation;

•	risks related to changes in accounting standards;

•	the impact of a disallowance of recovery of environmental-related expenditures and other regulatory changes;

•	environmental-related and other litigation and other uncertainties;

•	risks related to cyber-attack or failure of information technology systems; and

•	the impact of natural disasters, terrorist activities, and other extreme events could adversely affect our operations, financial conditions and results of operations.

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•

NJR Midstream Holdings Corporation invests in energy-related ventures through its subsidiaries, NJR Steckman Ridge Storage Company, which holds the Company's 50 percent combined interest in Steckman Ridge, a natural gas storage facility, NJNR Pipeline Company, which holds the Company's 5.53 percent ownership interest in Iroquois and NJR Pipeline Company, which holds the Company's 20 percent ownership interest in PennEast. Steckman Ridge, Iroquois and PennEast comprise the Company's Midstream segment. On November 7, 2013, NJR Energy Holdings Corporation changed its name to NJR Midstream Holdings Corporation.

•	NJR Investment Company, a company that makes and holds certain energy-related investments, through equity instruments of public companies.

•	NJR Energy Corporation, a company that invests in energy-related ventures.

•	NJR Home Services Company, a company that provides heating, ventilation and cooling service repair and contract services to approximately 118,000 service contract customers, as well as solar installation projects.

•	Commercial Realty & Resources Corp., a company that holds and develops commercial real estate.

•	NJR Plumbing Services, Inc., a company that provides plumbing repair and installation services.

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(1)	Does not include 153.4, 105.5 and 63.5 Bcf for the capacity release program and related amounts of $5.4 million, $3.7 million and $3.4 million, which are recorded as a reduction of gas purchases on the Consolidated Statements of Operations for the fiscal years ended September 30, 2014, 2013 and 2012, respectively.

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(1)	Numbers are shown net of any capacity release contracted amounts.

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•	Providing natural gas portfolio management services to nonaffiliated and affiliated utilities, electric generation facilities and natural gas producers;

•	Managing new and existing natural gas transportation and storage assets to position for benefits from changes in prices due to location or timing differences as a means to generate financial margin (as defined below);

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Leveraging transactions for the delivery of natural gas to customers by aggregating the natural gas commodity costs and transportation costs to minimize the total cost required to provide and deliver natural gas to NJRES' customers. These transactions identify the lowest-cost alternative with the natural gas supply, transportation availability and markets to which NJRES is able to access through its business footprint and contractual asset portfolio; and

•	Managing economic hedging programs that are designed to mitigate the impact of adverse market price fluctuations on its natural gas supply transportation and storage commitments.

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NJR Steckman Ridge Storage Company, which holds the Company's 50 percent equity investment in Steckman Ridge. Steckman Ridge is a Delaware limited partnership, jointly owned and controlled by subsidiaries of the Company and subsidiaries of Spectra Energy Corporation, that built, owns and operates a natural gas storage facility with up to 12 Bcf of working gas capacity in Bedford County, Pennsylvania. The facility has direct access to the Texas Eastern and Dominion Transmission pipelines and has access to the Northeast and Mid-Atlantic markets;

•	NJNR Pipeline Company, which consists of its 5.53 percent equity investment in Iroquois Gas Transmission System, which is a 416-mile FERC-regulated interstate natural gas pipeline system that runs from the New York-Canadian border to Long Island, New York; and

•	NJR Pipeline Company, which consists of its 20 percent equity investment in PennEast Pipeline Company, through which NJR and five other investors expect to construct a 108-mile FERC-regulated interstate natural gas pipeline system that will extend from northern Pennsylvania to western New Jersey, estimated to be completed and operational by November 2017.

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•	NJRHS, which provides heating, ventilation and cooling service, sales and installation of appliances to approximately 118,000 service contract customers, as well as installation of solar equipment;

•	CR&R, which holds and develops commercial real estate. As of September 30, 2014, CR&R's real estate portfolio consisted of 52.3 acres of undeveloped land in Atlantic County with a net book value of $2.1 million and a 56,400-square-foot office building on five acres of land in Monmouth County with a net book value of $8.3 million;

•	NJR Investment, which invests in and holds certain energy-related investments, primarily through equity instruments of public companies;

•	NJR Energy, which invests in energy-related ventures; and

•	NJR Service, which provides shared administrative and financial services to the Company and all its subsidiaries.

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•	Annual reports on Form 10-K;

•	Quarterly reports on Form 10-Q; and

•	Current reports on Form 8-K.

•	Corporate Governance Guidelines;

•	Charters of the following Board of Directors Committees: Audit, Leadership Development and Compensation and Nominating/Corporate Governance.

•	economic weakness and or political instability in the U.S. or in the regions where we operate;

•	political conditions, such as a shutdown of the U.S. federal government;

•	financial difficulties of unrelated energy companies;

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•	capital market conditions generally;

•	market prices for natural gas;

•	the overall health of the natural gas utility industry; and

•	fluctuations in interest rates, particularly with respect to NJNG's variable rate debt instruments.

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(1)

NFE is a financial measure not calculated in accordance with GAAP. NFE eliminates the timing differences surrounding the recognition of certain gains or losses, to effectively match the earnings effects of economic hedges associated with the physical sale or purchase of gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the related derivative instruments. For further discussion of this financial measure, see the Energy Services segment in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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(1)	NJNG's income from operations divided by interest expense.

(2)	Normal heating degree days are based on a twenty-year average, calculated based upon three reference areas representative of NJNG's service territory.

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

•	increases at NJRES due primarily to higher gross margin due to increased demand caused by the extreme cold weather;

•	increases at NJRCEV due to the receipt of a credit support payment related to a change in ownership at the site of one of NJRCEV's commercial solar projects along with ITCs associated with solar projects; and

•	increases at NJRES due primarily to changes in realized and unrealized derivative gains; partially offset by

•	decreases in ITCs associated with a reduction in solar projects placed in service at NJRCEV.

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

•	Earning a reasonable rate of return on the investments in its natural gas distribution and transmission systems, as well as timely recovery of all prudently incurred costs in order to provide safe and reliable service throughout NJNG's territory:

•	Continuing to invest in the safety and integrity of its infrastructure;

•	Managing its customer growth rate, which NJNG expects to be approximately 1.5 percent annually over the next two years;

•	Maintaining a collaborative relationship with the BPU on regulatory initiatives, including:

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•	Managing the volatility of wholesale natural gas prices through a hedging program designed to keep customers' BGSS rates as stable as possible; and

•	Working to manage its financial obligations related to remediation activities associated with its MGP sites.

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(1)	Compared with the CIP 20-year average, weather was 9.6 percent colder-than-normal during fiscal 2014 and .1 percent and 22.1 percent warmer-than-normal during fiscal 2013 and 2012, respectively.

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(1)	Includes the purchased cost of the natural gas, fees paid to pipelines and storage facilities, adjustments as a result of BGSS incentive programs and hedging transactions. These expenses are passed through to customers and offset by corresponding revenues.

(2)	Consists primarily of sales taxes and TEFA, both of which are passed through to customers and offset by corresponding revenues. TEFA was phased out by January 2014.

(3)	Consists of expenses associated with state-mandated programs, the RA and energy efficiency programs and are calculated on a per-therm basis. These expenses are passed through to customers and offset by corresponding revenues.

(1)	Operating revenue includes changes in sales tax of $3 million and $700,000 during fiscal 2014 and 2013, respectively.

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(1)	Excludes customers whose service was impacted by the effects of Superstorm Sandy.

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•	62.1 Bcf of net short futures contracts, and

•	1.2 Bcf of net long options.

•	64.2 Bcf of net short futures contracts, and

•	1.5 Bcf of net long options.

•	42.5 Bcf of net short futures contracts and fixed swap positions, and

•	27.1 Bcf of net long basis swap positions.

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(1)	Includes unrealized losses related to an intercompany transaction between NJNG and NJRES that have been eliminated in consolidation of approximately $(454,000), $286,000 and $142,000 for the fiscal years ended September 30, 2014, 2013 and 2012, respectively.

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(1)	Represents the portion of capital expenditures eligible for ITCs.

•	a $21.2 million, 9.7 MW project in Two Dot, Montana that was completed in June 2014; and

•	a $42 million, 20 MW project in Carroll County, Iowa that is currently under construction and that NJRCEV expects to be operational in the second quarter of fiscal 2015.

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(1)	These obligations include an interest component, as defined under the related governing agreements or in accordance with the applicable tax statute.

(2)	Expenditures are estimated.

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•	credits of $85.9 million issued to NJNG's customers during the first quarter of fiscal 2012 for overrecovered gas costs that did not recur during fiscal 2013;

•	cash received totaling $17.9 million due to the sale of NJRES' MF Global bankruptcy claim and related distributions; partially offset by

•	additional expenditures of approximately $15.2 million related to Superstorm Sandy restoration efforts at NJNG that have been deferred as a regulatory asset.

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(1)	Million Metric British thermal unit

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•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

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(1)	Available for sale securities are included in other noncurrent assets on the Consolidated Balance Sheets.

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1.	NATURE OF THE BUSINESS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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(1)	TEFA was phased out in January 2014.

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(1)	Does not include unbilled revenues of $7.2 million and $7.4 million as of September 30, 2014 and 2013, respectively.

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(1)	Reclassified to other income in the Consolidated Statements of Operations.

(2)	Consists of realized losses related to foreign currency derivatives, which are reclassified to gas purchases in the Consolidated Statements of Operations.

(3)	Included in the computation of net periodic pension cost, a component of O&M expense in the Consolidated Statements of Operations.

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3.	REGULATION

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June 2012 BGSS/CIP filing — NJNG proposed to maintain its BGSS rate. In addition, NJNG requested approval to decrease the CIP rate for residential non-heating customers and increase the CIP rates for residential heating and commercial customers, which increased an average residential heat customer's bill by 2.4 percent, effective October 2012. In May 2013, the BPU approved the changes on a final basis. In May 2013, NJNG notified the BPU that it was going to reduce its BGSS rate resulting in a 5.2 percent decrease to an average residential heat customer's bill, effective June 1, 2013.

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June 2013 BGSS/CIP filing — NJNG proposed to maintain its BGSS rate. In addition, NJNG proposed a 1 percent reduction to an average residential heat customer's bill related to the CIP factor. The CIP rate reduction was provisionally approved by the BPU on October 16, 2013, to be effective November 1, 2013. On November 21, 2013, NJNG notified the BPU of its intent to reduce its BGSS rate, effective December 1, 2013, resulting in a 6 percent decrease to the average residential heat customer's bill. On July 23, 2014, the BPU approved these rates on a final basis.

•	June 2014 BGSS/CIP filing — NJNG proposed to maintain its BGSS rate. In addition, NJNG proposed a 4.3 percent reduction to an average residential heat customer's bill related to the CIP factor for fiscal 2015. On September 30, 2014, the BPU provisionally approved these rates to be effective October 1, 2014.

•	On October 1, 2014, NJNG implemented a decrease to its BGSS price for residential sales and general service small sales customers resulting in a 5 percent decrease to the average residential heat customer's bill.

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June 2012 SAVEGREEN filing — In June 2013, the BPU approved NJNG's 2012 request to extend and expand SAVEGREEN through June 2015, with certain modifications, resulting in a planned investment of more than $85 million, which includes $17.3 million of investments in grants and rebates, and includes a weighted average cost of capital of 6.9 percent. In addition, the BPU approved a tariff rider rate increase of approximately 1.7 percent to recover costs and investments related to SAVEGREEN over a two to 10-year period, which represents an an annual recovery of approximately $12.4 million.

•	February 2012 SBC filing — NJNG requested, and received, BPU approval of its MGP expenditures incurred through June 2011, which continued its existing overall SBC rate and recovery that was approved by the BPU, effective November 2011.

•	June 2012 USF filing — NJNG filed to reduce the USF recovery rate resulting in a .1 percent decrease for the average residential heat customer's bill. The rate was approved by the BPU, effective October 2012.

•	June 2013 USF filing — NJNG filed to reduce the USF recovery rate resulting in a .5 percent decrease for the average residential heat customer's bill effective October 1, 2013. The rate was approved by the BPU in September 2013.

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July 2013 SBC filing — NJNG requested approval of its MGP expenditures incurred through June 2013, as well as a .2 percent reduction to the average residential heat customer's bill related to the SBC RA factor to recover $18.7 million annually, and a 1.9 percent increase related to its NJCEP factor. The rates were approved by the BPU on a provisional basis, effective December 1, 2013, and on a final basis in July 2014.

•	June 2014 USF filing — NJNG filed to to increase the statewide USF rate, resulting in a .4 percent increase to the average residential heat customer's bill effective October 1, 2014. The rate was approved by the BPU in September 2014.

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•	September 2014 SBC filing — NJNG requested approval of its MGP expenditures incurred through June 2014, as well as a 3 percent reduction to the average residential heat customer's bill, to recover $8.5 million annually related to the SBC RA factor and $16.3 million related to the NJCEP factor.

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Additionally, in November 2012, the BPU approved NJNG's funding obligations for NJCEP for the period from January 2013 to June 2013, of approximately $9.8 million. In June 2013, the BPU approved NJNG's funding obligations for July 2013 to June 2014, of approximately $15.6 million. In June 2014, the BPU approved NJNG's funding obligations for July 2014 to June 2015, of approximately $15.6 million. Accordingly, NJNG recorded the obligation and corresponding regulatory asset on the Consolidated Balance Sheets.

4.	DERIVATIVE INSTRUMENTS

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(1)	Derivative assets and liabilities are presented on a gross basis in the balance sheet as the Company does not elect balance sheet offsetting under ASC 210-20.

(2)	Offsetting derivative instruments include: transactions with NAESB netting election, transactions held by FCM's with net margining and transactions with ISDA netting.

(3)	Financial collateral includes cash balances at FCMs as well as cash received from or pledged to other counterparties.

(4)	Net amounts represent presentation of derivative assets and liabilities if the Company were to elect balance sheet offsetting under ASC 210-20.

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(1)	The settlement of foreign currency transactions over the next 12 months is expected to result in the reclassification of $(155,000) from OCI into earnings. The maximum tenor is April 2015.

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5.	FAIR VALUE

Level 1

Unadjusted quoted prices for identical assets or liabilities in active markets. NJR's Level 1 assets and liabilities include exchange traded futures and options contracts, listed equities and money market funds. Exchange traded futures and options contracts include all energy contracts traded on the NYMEX/CME and ICE that NJR refers internally to as basis swaps, fixed swaps, futures and financial options that are cleared through a FCM.

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Level 2

Other significant observable inputs such as interest rates or price data, including both commodity and basis pricing that is observed either directly or indirectly from publications or pricing services. NJR's Level 2 assets and liabilities include over-the-counter physical forward commodity contracts and swap contracts or derivatives that are initially valued using observable quotes and are subsequently adjusted to include time value, credit risk or estimated transport pricing components for which no basis price is available. Level 2 financial derivatives consist of transactions with non-FCM counterparties (basis swaps, fixed swaps and/or options). For some physical commodity contracts the Company utilizes transportation tariff rates that are publicly available and that it considers to be observable inputs that are equivalent to market data received from an independent source. There are no significant judgments or adjustments applied to the transportation tariff inputs and no market perspective is required. Even if the transportation tariff input was considered to be a “model,” it would still be considered to be a Level 2 input as:

Level 3	Inputs derived from a significant amount of unobservable market data. These include NJR's best estimate of fair value and are derived primarily through the use of internal valuation methodologies.

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(1)	Included in other noncurrent assets on the Consolidated Balance Sheets.

(2)	Includes various money market funds in Level 1.

6.	INVESTMENTS IN EQUITY INVESTEES

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•	a $21.2 million 9.7 MW project in Two Dot, Montana that was completed in June 2014; and

•	a $42 million, 20 MW project in Carroll County, Iowa that is currently under construction and expected to be operational in the second quarter of fiscal 2015.

7.	EARNINGS PER SHARE

(1)	Incremental shares consist of stock options, stock awards and performance units.

(2)	There were no anti-dilutive shares excluded from the calculation of diluted earnings per share for fiscal 2014, 2013 and 2012.

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8.	DEBT

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(1)	Committed credit facilities, which require commitment fees on the unused amounts.

(2)	Letters of credit outstanding total $20.5 million and $17.9 million as of September 30, 2014 and 2013, respectively, which reduces amount available by the same amount.

(3)	Uncommitted, expired on June 5, 2014.

(4)	There were no borrowings outstanding as of September 30, 2014 and 2013, respectively.

(5)	Letters of credit outstanding total $731,000 and $266,000 as of September 30, 2014 and 2013, respectively, which reduces amount available by the same amount.

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9.	STOCK-BASED COMPENSATION

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(1)	The number of common shares issued related to performance shares may range from zero to 150 percent of the number of shares shown in the table above based on the Company's achievement of performance goals.

(2)	As certified by the Company's Leadership and Compensation Committee on November 13, 2012, the number of common shares related to performance shares and market condition shares earned was 68.8 percent , or 15,427 shares and 70 percent, or 19,095 shares, respectively. The number represented on this line is the target number of 100 percent. See footnote (1) above.

(3)	As certified by the Company's Leadership and Compensation Committee on November 12, 2013, the number of common shares granted in fiscal 2011 related to performance shares and market condition shares earned was zero. The number represented on this line is the target number of 100 percent. See footnote (1) above.

(4)	As certified by the Company's Leadership and Compensation Committee on November 11, 2014, the number of common shares related to performance shares earned was 150 percent, or 42,627 shares, excluding accumulated dividends. The number represented on this line is the target number of 100 percent. See footnote (1) above.

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10.	EMPLOYEE BENEFIT PLANS

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(1)	Includes the Company's PEP.

(1)	Balance represents amounts recognized in accordance with ASC 715 and excludes $308,000 associated with a regulatory asset approved by the BPU for fiscal 2012.

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(1)	Percentages for represented and nonrepresented plans, respectively.

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11.	ASSET RETIREMENT OBLIGATIONS

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12.	INCOME TAXES

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13.	COMMITMENTS AND CONTINGENT LIABILITIES

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(1)	Does not include amounts related to intercompany asset management agreements between NJRES and NJNG.

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14.	BUSINESS SEGMENT AND OTHER OPERATIONS DATA

(1)	Includes sales to Canada, which accounted for 3.3, 5.9 and 6.6 percent of total operating revenues during fiscal 2014, 2013 and 2012, respectively.

(2)	Included in other income on the Consolidated Statement of Operations.

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•	Unrealized gains and losses on derivatives are recognized in reported earnings in periods prior to physical gas inventory flows; and

•	Unrealized gains and losses of prior periods are reclassified as realized gains and losses when derivatives are settled in the same period as physical gas inventory movements occur.

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

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15.	RELATED PARTY TRANSACTIONS

16.	SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(1)	Gross margin consists of operating revenue less cost of goods sold and other direct expenses at NJR's unregulated subsidiaries and utility gross margin at NJNG, which includes natural gas revenues less natural gas purchases, sales tax, a TEFA and regulatory rider expenses.

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(1)	Uncollectible accounts written off, less recoveries and adjustments.

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+	Filed herewith.

*	Denotes compensatory plans or arrangements or management contracts.

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