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Item 1. Business

2023-02-24 compared with 2022-02-25 · 439 added, 217 removed, 74 unchanged (90% of the section changed)

Middlesex Water Company (Middlesex) was incorporated as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems primarily in New Jersey and Delaware.

Middlesex also operates water and wastewater systems under contract on behalf of municipal and private clients primarily in New Jersey and Delaware.

The terms “the Company,”

“we,”

“our,”

and “us”

refer to Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc.

(Tidewater) and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc.

Middlesex Water Company (Middlesex) was incorporated

as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems primarily in New Jersey and Delaware.

Middlesex also operates water and wastewater systems under contract on behalf of municipal and private clients primarily in New Jersey

and Delaware.

The terms “the Company,” “we,”

“our,” and “us” refer to Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc.

and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems,

(White Marsh).

The Company’s other subsidiaries are Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc.

(USA) and Utility Service Affiliates (Perth Amboy) Inc., (USA-PA).

The Company’s principal executive offices are located at 485C Route 1 South, Suite 400, Iselin, New Jersey 08830.

The Company’s other subsidiaries are Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company

(Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc.

(USA) and Utility Service Affiliates (Perth Amboy)

Inc., (USA-PA).

The Company’s principal executive offices are

located at 485C Route 1 South, Suite 400, Iselin, New Jersey 08830.

Our telephone number is (732) 634-1500.

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Information contained on our website is not part of this Annual Report on Form 10-K.

We make available, free of charge through our website, reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, after such material is electronically filed with or furnished to the United States Securities and Exchange Commission (the SEC).

We make available, free of charge through our website,

reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, after such material

is electronically filed with or furnished to the United States Securities and Exchange Commission (the SEC).

Middlesex System

Located in New Jersey, the Middlesex System provides water services to approximately 61,000 retail customers, primarily in eastern Middlesex County and under wholesale contracts to the City of Rahway, Townships of Edison and Marlboro, the Borough of Highland Park and the Old Bridge Municipal Utilities Authority.

The Middlesex System treats, stores and distributes water for residential, commercial, industrial and fire protection purposes.

The Middlesex System also provides water treatment and pumping services to the Township of East Brunswick under contract.

The amount of water supply allocated to the Township of East Brunswick is granted directly to the Township by the New Jersey Water Supply Authority.

The Middlesex System produced approximately 59% of our 2021 consolidated operating revenues.

The Middlesex System’s retail customers are located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughs of Metuchen and Carteret, portions of the Township of Edison and the Borough of South Plainfield, all in Middlesex County, and a portion of the Township of Clark in Union County.

Retail customers include a mix of residential customers, large industrial concerns and commercial and light industrial facilities.

Located in New Jersey, the Middlesex System provides

water services to approximately 61,000 retail customers, primarily in eastern Middlesex County and under wholesale contracts to the City

of Rahway, Townships of Edison and Marlboro, the Borough of Highland Park and the Old Bridge Municipal Utilities Authority.

The Middlesex

System treats, stores and distributes water for residential, commercial, industrial and fire protection purposes.

The Middlesex System

also provides water treatment and pumping services to the Township of East Brunswick under contract.

The amount of water supply allocated

to the Township of East Brunswick is granted directly to the Township by the New Jersey Water Supply Authority.

The Middlesex System produced

approximately 65% of our 2022 consolidated operating revenues.

The Middlesex System’s retail customers are

located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughs of Metuchen and Carteret,

portions of the Township of Edison and the Borough of South Plainfield, all in Middlesex County, and a portion of the Township of Clark

in Union County.

Retail customers include a mix of residential customers, large industrial concerns and commercial and light industrial

These customers are located in generally well-developed areas of central New Jersey.

The contract customers of the Middlesex System comprise an area of approximately 110 square miles with a population of over 200,000.

Contract sales to the Townships of Edison and Marlboro, the City of Rahway and the Old Bridge Municipal Utilities Authority are supplemental to the water systems owned and operated by these customers.

The contract customers of the Middlesex System comprise

an area of approximately 110 square miles with a population of over 200,000.

Contract sales to the Townships of Edison and Marlboro, the

City of Rahway and the Old Bridge Municipal Utilities Authority are supplemental to the water systems owned and operated by these customers.

Middlesex is the sole source of water for the Borough of Highland Park and the Township of East Brunswick.

Middlesex provides water service to approximately 300 customers in Cumberland County, New Jersey.

This system is referred to as Bayview, and is not physically interconnected with the Middlesex System.

Bayview produced less than 0.1% of our 2021 consolidated operating revenues.

Middlesex provides water service to approximately

300 customers in Cumberland County, New Jersey.

This system is referred to as the Bayview System, and is not physically interconnected

with the Middlesex System.

The Bayview System produced less than 0.1% of our 2022 consolidated operating revenues.

Tidewater System

Tidewater, together with its wholly-owned subsidiary, Southern Shores, provides water services to approximately 55,000 retail customers for residential, commercial and fire protection purposes in over 450 separate communities in New Castle, Kent and Sussex Counties, Delaware.

The Tidewater System produced approximately 29% of our 2021 consolidated operating revenues.

USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water and wastewater systems under a 10-year agreement, which expires in December 2028.

There are approximately 12,000 customers comprised of residential, commercial and industrial connections, most of which are served by both the water and wastewater systems.

In addition to performing day-to day operations, USA-PA is also responsible for emergency responses and management of capital projects funded by Perth Amboy.

USA-PA produced approximately 5% of our 2021 consolidated operating revenues.

Tidewater, together with its wholly-owned subsidiary,

Southern Shores, provides water services to approximately 56,000 retail customers for residential, commercial and fire protection purposes

in over 460 separate communities

in New Castle, Kent and Sussex Counties, Delaware.

The Tidewater System produced approximately 26% of

our 2022 consolidated operating revenues.

USA-PA operates the City of Perth Amboy, New Jersey’s

(Perth Amboy) water and wastewater systems under a 10-year agreement, which expires in December 2028.

In addition to performing day-to

day operations, USA-PA is also responsible for emergency responses and management of capital projects funded by Perth Amboy.

USA-PA produced

approximately 4% of our 2022 consolidated operating revenues.

Pinelands Systems

Pinelands Water provides water services to approximately 2,500 residential customers in Burlington County, New Jersey.

Pinelands Water provides water services to approximately

2,500 residential customers in Burlington County, New Jersey.

Pinelands Water is not physically interconnected with the Middlesex System.

Pinelands Water produced approximately 1% of our 2022 consolidated operating revenues.

Pinelands Wastewater provides wastewater collection and treatment services to approximately 2,500 residential customers.

Under contract, it also services one municipal wastewater system in Burlington County, New Jersey with approximately 200 residential customers.

Pinelands Wastewater produced approximately 1% of our 2021 consolidated operating revenues.

USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in June 2022.

USA expects to participate in the public proposal process for a new ten-year contract.

There are approximately 6,400 retail customers in Avalon, most of which are served by both the water system and wastewater collection system.

In addition to performing day-to-day service operations, USA is responsible for billing, collections, customer service, emergency responses and management of capital projects funded by Avalon.

USA operates the Borough of Highland Park, New Jersey’s (Highland Park) water utility and sewer utility under a ten-year operations and maintenance contract expiring in 2030.

There are approximately 3,300 mostly retail customers in Highland Park.

The contract commenced July 1, 2020.

USA also provides water and wastewater services to several other New Jersey municipalities under contracts that are not regulated by a public utility commission as to rates and service.

Under a marketing agreement with HomeServe USA Corp.

(HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware various water and wastewater related home maintenance programs.

USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts.

USA produced approximately 3% of our 2021 consolidated operating revenues.

White Marsh operates or maintains water and/or wastewater systems that serve approximately 4,500 service connections under 35 separate contracts.

White Marsh also owns two commercial properties that are leased to Tidewater for its administrative office campus and its field operations center.

White Marsh produced approximately 1% of our 2021 consolidated operating revenues.

Pinelands Wastewater provides wastewater collection

and treatment services to approximately 2,500 residential customers.

Under contract, it also services one municipal wastewater system

in Burlington County, New Jersey with approximately 200 residential customers.

Pinelands Wastewater produced approximately 1% of our 2022

consolidated operating revenues.

USA operates the Borough

of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance

contract expiring in 2032.

In addition to performing day-to-day service operations, USA is responsible for emergency responses and management

of capital projects funded by Avalon.

USA operates the Borough

of Highland Park, New Jersey’s (Highland Park) water utility and sewer utility under a ten-year operations and maintenance contract

expiring in 2030.

USA also provides water and

wastewater services to several other New Jersey municipalities under contracts that are not regulated by a public utility commission as

to rates and service.

Under a marketing agreement

with HomeServe USA Corp.

(HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware various water and wastewater

related home maintenance programs.

USA receives a service fee for the billing, cash collection and other administrative matters associated

with HomeServe’s service contracts.

USA produced approximately

2% of our 2022 consolidated operating revenues.

White Marsh operates or maintains water and/or wastewater

systems that serve approximately 4,500 service connections under 30 separate contracts.

White Marsh also owns two commercial properties

that are leased to Tidewater for its administrative office campus and its field operations center.

White Marsh produced approximately

1% of our 2022 consolidated operating revenues.

Financial Information

Consolidated operating revenues, operating income and net income are as follows:

Consolidated operating revenues, operating income and net income are as

(Thousands of Dollars)

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Water Supplies and Contracts

Our New Jersey and Delaware water supply systems are physically separate and are not interconnected.

In New Jersey, the Pinelands System and Bayview System are not interconnected with the Middlesex System or each other.

We believe we have adequate sources of water supply to meet the current service requirements of our present customers in New Jersey and Delaware.

Our New Jersey and Delaware water supply systems are

physically separate and are not interconnected.

In New Jersey, the Pinelands System and Bayview System are not interconnected with the

Middlesex System or each other.

We believe we have adequate sources of water supply to meet the current service requirements of our present

customers in New Jersey and Delaware.

Middlesex System

Our Middlesex System produced approximately 14.0 billion gallons in 2021 from:

Our Middlesex System produced approximately 14.2 billion

gallons in 2022 from:

● The Carl J.

Olsen Surface Water Treatment Plant (CJO Plant)-11.7 billion gallons;

● Twenty-seven Company-owned wells (ground water)-0.8 billion gallons, and;

The balance purchased from a non-affiliated water utility regulated by the New Jersey Board of Public Utilities (NJBPU) under an agreement which expires February 27, 2026.

This agreement provides for minimum purchases of 3.0 million gallons per day (mgd) of treated water with provisions for additional purchases.

As more fully described under Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation, Recent Developments, Regulatory Notice of Non-Compliance, Middlesex ceased pumping from its Company-owned wells in South Plainfield, New Jersey in December 2021.

It is intended, but not guaranteed, that these wells will remain out of service until the construction of some, or all, of a facility to provide an enhanced treatment process to comply with new State of New Jersey water quality regulations relative to poly- and perfluoroalkyl substances, collectively referred to as PFAS.

The entire facility is expected to be completed and in-service by mid-2023.

Until that date, additional surface water production from the CJO Plant and additional treated water purchases from a non-affiliated water utility are intended to replace the ground water source production.

The Middlesex System’s distribution storage facilities are used to supply water to customers at times of peak demand, outages and emergencies.

The principal source of surface water for the Middlesex System is the Delaware & Raritan Canal, which is owned by the State of New Jersey and operated by the New Jersey Water Supply Authority (NJWSA).

Middlesex is under contract with the NJWSA, which expires November 30, 2023, and provides for average purchases of 27.0 mgd of untreated water from the Delaware & Raritan Canal, augmented by the Round Valley/Spruce Run Reservoir System.

The untreated surface water is pumped to, and treated at, the CJO Plant.

Water supply to Bayview customers is derived from two wells, which produced approximately 6.0 million gallons in 2021.

● The balance purchased from a non-affiliated water utility regulated by the New Jersey Board of Public

Utilities (NJBPU) under an agreement which expires February 27, 2026.

This agreement provides for minimum purchases of 3.0 million gallons

per day (mgd) of treated water with provisions for additional purchases.

In December 2021, Middlesex temporarily ceased pumping

from its Company-owned wells at the Park Avenue Wellfield Treatment Plant in South Plainfield, New Jersey and alternate sources of supply

were obtained in order to comply with new State of New Jersey water quality regulations relative to poly- and perfluoroalkyl substances,

collectively referred to as PFAS that became effective in 2021.

Prior to 2021, the Company began design for

construction of an enhanced treatment process at the Park Avenue Wellfield Treatment Plant to meet the expected PFAS water quality

standards anticipated to be enacted by the State of New Jersey, which at that time were unknown as to their timing and extent.

June 2022, a portion of the enhanced treatment process was completed, placed into service and is effectively treating the ground

water in compliance with all state and federal drinking water standards.

The Middlesex System’s distribution storage

facilities are used to supply water to customers at times of peak demand, outages and emergencies.

The principal source of surface water for the Middlesex

System is the Delaware & Raritan Canal, which is owned by the State of New Jersey and operated by the New Jersey Water Supply Authority

Middlesex is under contract with the NJWSA, which expires November 30, 2023, and provides for average purchases of 27.0 mgd of

untreated water from the Delaware & Raritan Canal, augmented by the Round Valley/Spruce Run Reservoir System.

The untreated surface

water is pumped to, and treated at, the CJO Plant.

Water supply to customers of the Bayview System is

derived from two wells, which produced approximately 6.4 million gallons in 2022.

Tidewater System

Our Tidewater System produced approximately 2.7 billion gallons in 2021, primarily from 180 wells.

Tidewater expects to submit applications to Delaware regulatory authorities for the approval of additional wells as growth, customer demand and water quality warrant.

Tidewater augments its water production with annual minimum purchases of 15.0 million gallons of treated water under contract from the City of Dover, Delaware.

Tidewater does not have a central water treatment facility for the over 450 separate communities it serves.

As the number has grown, many of Tidewater’s individual systems have been interconnected, forming several regional systems that are served by multiple water treatment facilities owned by Tidewater.

Our Tidewater System produced approximately 2.8 billion

gallons in 2022, primarily from 178 wells.

Tidewater expects to submit applications to Delaware regulatory authorities for the approval

of additional wells as growth, customer demand and water quality warrant.

Tidewater augments its water production with annual minimum

purchases of 15.0 million gallons of treated water under contract from the City of Dover, Delaware.

Tidewater does not have a central

water treatment facility for the over 460 separate communities it serves.

As the number has grown, many of Tidewater’s individual

systems have been interconnected, forming several regional systems that are served by multiple water treatment facilities owned by Tidewater.

Pinelands Water System

Water supply to our Pinelands Water System is derived from four wells which produced approximately 129.0 million gallons in 2021.

Water supply to our Pinelands Water System is derived

from four wells which produced approximately 139.6 million gallons in 2022.

The aggregate pumping capacity of the four wells is 2.2 mgd.

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Pinelands Wastewater System

The Pinelands Wastewater System discharges into the South Branch of the Rancocas Creek through a wastewater treatment plant that provides clarification, sedimentation, filtration and disinfection.

The Pinelands Wastewater System discharges into the

South Branch of the Rancocas Creek through a wastewater treatment plant that provides clarification, sedimentation, filtration and disinfection.

The total capacity of the plant is 0.5 mgd, and the system treated approximately 93.7 million gallons in 2022.

Human Capital Management

The Company strives to attract and retain employees by offering competitive compensation packages along with career development and training opportunities in a safe, supportive and inclusive work environment.

Our mission, our business philosophy and the manner in which we deliver value for our customers, our shareholders and our employees is inherent in what we, as an enterprise, believe to be our core values of Respect, Integrity, Growth, Honesty and Teamwork.

Our employees’

success is a key element of the Company’s success.

As of December 31, 2021, the Company had 347 employees.

The Company strives to attract and retain employees

by offering competitive compensation and benefits along with career development and training opportunities in a safe, supportive and inclusive

work environment.

Our mission, our business philosophy and the manner in which we deliver value for our customers, our shareholders

and our employees is inherent in what we, as an enterprise, profess to be our core values of Respect, Integrity, Growth, Honesty

and Teamwork.

Our employees’ success is a key element of the Company’s success.

As of December 31, 2022,

the Company had 350 employees.

None of our employees are subject to a collective bargaining agreement.

We believe our employee relations are positive.

Employee Compensation and Benefits

We offer comprehensive competitive employee compensation and benefit programs consistent with employee positions, skill levels, experience, knowledge and geographic location.

These programs are independently

evaluated by a nationally recognized consulting firm to gauge effectiveness and are benchmarked against industry peers and the overall markets in which we operate our businesses.

Compensation increases and incentive compensation are based on merit, which is communicated to employees and well documented in our bi-annual performance evaluation process.

Benefits include a variety of programs to enhance employee overall physical, mental and financial health and well-being, including healthcare insurance, employer funded retirement savings plans, life insurance, disability insurance, accident insurance, tuition reimbursement, flu shots, wellness newsletters and webinars, flexible hybrid office and remote work capabilities, incentive programs for achieving fitness milestones, financial counseling, elder care assistance, substance abuse support and more.

The Company has implemented safety programs and management practices designed to promote a culture of safety to protect its employees.

This includes required trainings for employees, as well as specific qualifications and certifications for certain operational employees.

All employees have been empowered to report, and immediately stop, work which, in their opinion, is unsafe or is not consistent with our safety policies and procedures.

They can take this action without fear of reprisal.

In response to the ongoing Coronavirus (COVID-19) pandemic, the Company continues to implement changes it determines are in the best interest of our employees and customers, as well required to comply with government emergency orders and regulations.

While the nature of our utility services business requires portions of our workforce to operate in the field and at treatment facilities, we employ and maintain a variety of processes to help ensure the safety of those employees and the public in light of the ongoing pandemic.

For further discussion of the impact of the COVID-19 pandemic on the Company, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation, Recent Developments, Coronavirus (COVID-19 ).

Employee Development and Training

The Company employs various training and other educational programs and has developed company-wide and project-specific training and educational programs, including tuition assistance for full-time employees enrolled in pre-approved undergraduate or graduate courses or professional licensing courses.

All employees receive training to identify and report operational and financial risks, as well as risks to Company brand and reputation, which fosters a personal culture of accountability and reinforces our commitment to a safe and sustainable workplace.

All employees receive cybersecurity training and other education regarding their use of sensitive data.

Our Executive Management team and our Board of Directors continually assess succession plans, leadership development and policies and strategies regarding recruitment, retention, career development, diversity, equity and inclusion.

We believe our employee relations

are positive.

Employee Compensation

We offer comprehensive competitive employee compensation

and benefit programs consistent with job functions, skill levels, experience, knowledge and geographic location.

These programs are periodically

independently evaluated by a nationally recognized consulting firm to gauge effectiveness and are benchmarked against industry peers and

the overall markets in which we operate our businesses.

Compensation increases and incentive compensation are based on merit, which is

communicated to employees and documented in our bi-annual performance evaluation process.

Benefits include a variety of programs to enhance

employee overall physical, mental and financial health and well-being, including healthcare insurance, employer funded retirement savings

plans, life insurance, disability insurance, accident insurance, tuition reimbursement, flu shots, wellness newsletters and webinars,

flexible hybrid office and remote work capabilities, incentive programs for achieving fitness milestones, financial counseling, elder

care assistance, substance abuse support and more.

The Company has implemented safety programs and management

practices designed to promote a culture of safety to protect its employees.

This includes required trainings for employees, as well as

specific qualifications and certifications for certain operational employees.

All employees have been empowered to report, and immediately

stop, work which, in their personal judgement, is unsafe or is not consistent with our safety policies and procedures.

They can take this

action without fear of reprisal.

In response to the Coronavirus (COVID-19) pandemic,

the Company continues to implement changes it determines are in the best interest of our employees and customers, as well as required

to comply with government emergency orders and regulations.

While the nature of our utility services business requires portions of our

workforce to operate in the field and at treatment facilities, we employ and maintain a variety of processes to help ensure the safety

of those employees and the public in light of the pandemic.

For further discussion of the impact of the COVID-19 pandemic on the Company,

see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation, Coronavirus (COVID-19 )

Employee Development

The Company employs various training and other educational

programs and has developed company-wide and project-specific training and educational programs, including tuition assistance for full-time

employees enrolled in pre-approved undergraduate or graduate courses or professional licensing courses.

All employees receive training

to identify and report operational and financial risks, as well as risks to Company brand and reputation, which fosters a personal culture

of accountability and reinforces our commitment to a safe and sustainable workplace.

All employees receive cybersecurity training and

other education regarding their use of sensitive data.

Our Executive Management team and our Board of Directors continually assess succession

plans, leadership development progress and policies and strategies regarding recruitment, retention, career development, diversity, equity

and inclusion.

Formalized succession planning strategies have been developed for key leadership positions.

Diversity, Equity & Inclusion (DEI)

The Company is committed to DEI based upon our belief that embracing DEI benefits all stakeholders by maintaining a workforce with a variety of skills and perspectives as a result of their diverse backgrounds and experiences.

Specific DEI initiatives are in progress to further enhance a culture consistent with our Company values.

The Company is focused on recruitment and/or development of both external and internal candidates so that all prospective and current employees are provided an opportunity to advance their careers.

The Company solicited our employees’

perceptions of the Company’s focus on DEI with a comprehensive survey, followed by numerous meetings of groups of employees to discuss the results of the survey and to further engage our employees on matters of DEI.

We expect to continue to monitor the results of our DEI efforts and continually explore opportunities to further engage our employees to ensure our actions are, in-fact, fully consistent with our stated Company core values.

Our business in our franchised service areas is substantially free from direct competition for growth with other public utilities, municipalities and other entities.

However, our ability to provide contract wholesale water supply and operations and maintenance services that are not under the jurisdiction of a state public utility commission is subject to competition from other public utilities, municipalities and other entities.

Although Tidewater has been granted exclusive franchises for its existing community water systems, the ability to expand service areas can be affected by the Delaware Public Service Commission (DEPSC) awarding franchises to other regulated water utilities with whom we compete for such franchises and for projects.

Our rates charged to customers for utility services, the quality of the services we provide and certain other matters are regulated by the NJBPU and DEPSC (collectively, the Utility Commissions).

Our USA, USA-PA and White Marsh subsidiaries are not regulated public utilities as related to rates and service quality.

However, they are subject to federal and state environmental regulations with respect to water quality and wastewater effluent quality to the extent such services are provided.

We are subject to environmental and water quality regulation by the following regulatory agencies (collectively, the Government Environmental Regulatory Agencies):

The Company is committed

to DEI based upon our belief that embracing DEI is consistent with our Company culture and benefits all stakeholders by maintaining a

workforce with a variety of skills and perspectives as a result of their diverse backgrounds and experiences.

The Company is a signatory

to CEO Action for Diversity and Inclusion, a business led initiative which encourages companies to cultivate environments that support

dialogue on DEI, implement and expand bias education and training and engage boards of directors in the development and evaluation of

inclusion and diversity strategies.

The Company also delivered various DEI trainings throughout 2022 to its entire employee base.

The Company is focused on

recruitment and/or development of both external and internal candidates so that all prospective and current employees are provided an

opportunity to advance their careers.

We are intentional in our efforts to attract candidates from historically marginalized groups and

seek a diverse pool of candidates for

apprenticeships and internship opportunities.

Statements on Diversity, Equity and Inclusion and

our Human Rights Policy can be found on our website.

We continue to monitor the results of our DEI efforts and continually explore opportunities

to further engage our employees and customers.

Our business in our franchised service areas is substantially

free from direct competition for growth with other public utilities, municipalities and other entities.

However, our ability to provide

contract wholesale water supply and operations and maintenance services that are not under the jurisdiction of a state public utility

commission is subject to competition from other public utilities, municipalities and other entities.

Although Tidewater has been granted

exclusive franchises for its existing community water systems, the ability to expand service areas can be affected by the Delaware Public

Service Commission (DEPSC) awarding franchises to other regulated water utilities with whom we compete for such franchises and for projects.

Our rates charged to customers for utility services,

the quality of the services we provide and certain other matters are regulated by the NJBPU and DEPSC (collectively, the Public Utility

Commissions).

Our USA, USA-PA and White Marsh subsidiaries are not

regulated public utilities as related to rates and service quality.

However, they are subject to federal and state environmental regulations

with respect to water quality and wastewater effluent quality to the extent such services are provided.

We are subject to environmental and water quality

regulation by the following regulatory agencies (collectively, the Government Environmental Regulatory Agencies):

● United States Environmental Protection Agency (USEPA);

● New Jersey Department of Environmental Protection (NJDEP) with respect to operations in New Jersey;

Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission (DRBC) with respect to operations in Delaware.

In addition, our issuances of equity securities are subject to the prior approval of the NJBPU and require registration with the SEC.

Our issuances of long-term debt securities are subject to the prior approval of the appropriate Utility Commissions.

● Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health

and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission with respect to operations in Delaware.

In addition, our issuances of equity securities are

subject to the prior approval of the NJBPU and require registration with the Securities & Exchange Commission (SEC).

Our issuances

of long-term debt securities are subject to the prior approval of the respective state Public Utility Commissions.

Regulation of Rates and Services

For regulated rate setting purposes, we account separately for our regulated utility operations to facilitate independent rate setting by the applicable Utility Commissions.

In determining our regulated utility rates, the respective Utility Commissions consider the revenue, expenses and utility infrastructure used and useful in providing service to the public.

Rate determinations by the respective Utility Commissions do not guarantee achievement to us of specific rates of return for our regulated utility operations.

Thus, we may not achieve the rates of return authorized by the Utility Commissions.

In addition, there can be no assurance that any future rate increases will be granted or, if granted, that they will be in the amounts requested.

For regulated rate setting purposes, we account separately

for our regulated utility operations to facilitate independent rate setting by the applicable Public Utility Commissions.

In determining our regulated utility rates, the respective

Public Utility Commissions consider the revenue, expenses and utility infrastructure used and useful in providing service to the public.

Rate determinations by the respective Public Utility Commissions do not guarantee achievement by our regulated utility companies of specific

rates of return for our regulated utility operations.

Thus, we may not achieve the rates of return authorized by the Public Utility Commissions.

In addition, there can be no assurance that any future rate increases will be granted or, if granted, that they will be in the amounts

Middlesex Rate Matters

In December 2021, Middlesex’s petition to the NJBPU seeking permission to increase its base water rates was concluded, based on a negotiated settlement, resulting in an expected increase in annual operating revenues of $27.7 million.

The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $513.5 million, based on an authorized return on common equity of 9.6%.

The increase is being implemented in two phases with $20.7 million of the increase effective January 1, 2022 and the remaining $7.0 million effective January 1, 2023.

As part of the negotiated settlement, the Purchased Water Adjustment Clause (PWAC), which is a rate mechanism that allows for recovery of increased purchased water costs between base rate case filings, was reset to zero.

In March 2021, the NJBPU approved Middlesex’s annual petition to reset its PWAC tariff rate to recover additional costs of $1.1 million for the purchase of treated water from a non-affiliated regulated water utility.

In December 2021, Middlesex’s petition to the

NJBPU seeking permission to increase its base water rates was concluded, based on a negotiated settlement, resulting in an expected increase

in annual operating revenues of $27.7 million.

The approved tariff rates were designed to recover increased operating costs, as well as

a return on invested capital of $513.5 million, based on an authorized return on common equity of 9.6%.

The increase was implemented in

two phases with $20.7 million of the increase effective January 1, 2022 and the remaining $7.0 million effective

January 1, 2023.

of the negotiated settlement, the Purchased Water Adjustment Clause (PWAC), which is a rate mechanism that allows for recovery of increased

purchased water costs between base rate case filings, was reset to zero.

In September 2022, the NJBPU approved Middlesex's

Emergency Relief Motion to permit Middlesex to reset its PWAC tariff rate to recover additional costs of $2.7 million for the purchase

of treated water from a non-affiliated regulated water utility.

The increase, effective October 1, 2022, is on an interim basis and subject

to refund, with interest, pending final resolution expected in the second quarter of 2023.

In March 2021, the NJBPU approved Middlesex’s

annual petition to reset its PWAC tariff rate to recover additional costs of $1.1 million for the purchase of treated water from a non-affiliated

regulated water utility.

The new PWAC rate became effective April 4, 2021.

In March 2020, the NJBPU approved Middlesex’s annual petition to reset its PWAC tariff rate to recover additional costs of $0.6 million for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU.

The new PWAC rate became effective on April 4, 2020.

Tidewater Rate Matters

Effective January 1, 2021, Tidewater increased its DEPSC-approved Distribution System Improvement Charge (DSIC) rate, which was expected to generate revenues of approximately $0.6 million annually.

A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between base rate proceedings.

In March 2021, Tidewater was notified by the DEPSC that it had determined Tidewater’s earned rate of return exceeded the rate of return authorized by the DEPSC.

Consequently, Tidewater reset its DSIC rate to zero effective April 1, 2021 and has refunded customers, with interest, primarily in the form of an account credit for DSIC revenue billed between April 1, 2020 and March 31, 2021.

Accordingly, in March 2021, Tidewater recorded a $0.8 million reserve, net of tax, for such refunds.

Tidewater applied the refund credits to individual customer accounts during the second quarter of 2021.

Effective March 1, 2019, Tidewater received approval from the DEPSC to reduce its rates to reflect the lower corporate income tax rate enacted by the Tax Cuts and Jobs Act of 2017, resulting in a 3.35% rate decrease for certain customer classes.

On August 31, 2022, the DEPSC issued an Order requiring

Tidewater to reduce its base rates charged to general metered and private fire customers by 6%, effective for service rendered on and

after September 1, 2022.

In June 2022, the Delaware Division of the Public Advocate had filed a petition with the DEPSC requesting that

Tidewater’s rates be reduced based on the claim that Tidewater had been earning above its authorized rate of return.

The rate reduction

is expected to reduce annual revenues by approximately $2.2 million.

In March 2021, Tidewater was notified by the DEPSC

that it had determined Tidewater’s earned rate of return exceeded the rate of return authorized by the DEPSC.

Consequently, Tidewater

reset its Distribution System Improvement Charge (DSIC) rate to zero effective April 1, 2021 and refunded approximately $1.0 million to

customers primarily in the form of an account credit for DSIC revenue previously billed between April 1, 2020 and March 31, 2021.

is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made

between base rate proceedings.

Pinelands Rate Matters

Effective November 4, 2019, Pinelands received approval from the NJBPU to increase base rates by $0.5 million.

The increased revenues were necessitated by capital infrastructure investments and increased operations and maintenance costs.

In September 2022, Pinelands Water and Pinelands Wastewater

filed separate petitions with the NJBPU seeking permission to increase base rates by approximately $0.6 million and $0.4 million per year,

respectively.

These requests were necessitated by capital infrastructure investments both companies have made, or have committed to make,

and increased operations and maintenance costs.

We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount

of the requests.

A decision by the NJBPU in both matters is expected in the first quarter of 2023.

Southern Shores Rate Matters

Effective January 1, 2020, the DEPSC approved the renewal of a multi-year agreement for water service to a 2,200 unit condominium community we serve in Sussex County, Delaware.

Under the agreement, current rates will remain in effect until December 31, 2024.

In the event there are unanticipated capital expenditures or regulatory related changes in operating expenses exceeding certain thresholds during this time period, rates are permitted to be adjusted to reflect such cost changes.

Thereafter, rate increases, if any, cannot exceed the lesser of the regional Consumer Price Index or, 3%.

Effective January 1, 2020, the DEPSC approved the

renewal of a multi-year agreement for water service to a 2,200 unit condominium community we serve in Sussex County, Delaware.

the agreement, current rates were to remain in effect until December 31, 2024, unless there are unanticipated capital expenditures or

regulatory related changes in operating expenses exceeding certain thresholds during this time period.

In 2022, capital expenditures did

exceed the established threshold and rates were increased by 5.39%, effective January 1, 2023.

Beginning in 2025 and thereafter, inflation

based rate increases cannot exceed the lesser of the regional Consumer Price Index or, 3%.

Inflation based increases are in addition to

the threshold rate increases.

This agreement expires on December 31, 2029.

Future Rate Filings

Management monitors the need for rate relief for our regulated entities on an ongoing basis.

When capital improvements and/or increases in operation, maintenance or other costs indicate a need for rate relief, base rate increase requests are filed with the respective Utility Commissions.

Management monitors the need for rate relief for our

regulated entities on an ongoing basis.

When capital improvements and/or increases in operation, maintenance or other costs indicate a

need for rate relief, base rate increase requests are filed with the respective Public Utility Commissions.

Regulatory Service Matters

Twin Lakes Utilities, Inc.

(Twin Lakes) provides water services to approximately 115 residential customers in Shohola, Pennsylvania.

Pursuant to the Pennsylvania Public Utility Code, Twin Lakes filed a petition requesting the Pennsylvania Public Utilities Commission (PAPUC) to order the acquisition of Twin Lakes by a capable public utility.

The PAPUC assigned an Administrative Law Judge (ALJ) to adjudicate the matter and submit a recommended decision (Recommended Decision) to the PAPUC.

As part of this legal proceeding the PAPUC also issued an Order in January 2021 appointing a large Pennsylvania based investor-owned water utility as the receiver (the Receiver Utility) of the Twin Lakes system until the petition is fully adjudicated by the PAPUC.

In November 2021, the PAPUC issued an Order affirming the ALJ’s Recommended Decision, ordering the Receiver Utility to acquire the Twin Lakes water system and for Middlesex to submit $1.7 million into an escrow account within 30 days.

Twin Lakes immediately filed a Petition For Review (PFR) with the Commonwealth Court of Pennsylvania (the Pennsylvania Court) seeking reversal and vacation of the escrow requirement on the grounds that it violates the Pennsylvania Public Utility Code as well as the United States Constitution.

In addition, Twin Lakes filed an emergency petition for stay of the PAPUC Order pending the Pennsylvania Court’s review of the merits arguments contained in Twin Lakes’

In December 2021, the Pennsylvania Court granted Twin Lakes’

emergency petition, pending its review.

A final decision by the Pennsylvania Court is not expected before June 2022.

The final adjudication of this matter cannot be predicted at this time.

The financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex.

(Twin Lakes) provides water

services to approximately 115 residential customers in Shohola, Pennsylvania.

Pursuant to the Pennsylvania Public Utility Code, Twin Lakes

filed a petition requesting the Pennsylvania Public Utilities Commission (PAPUC) to order the acquisition of Twin Lakes by a capable public

The PAPUC assigned an Administrative Law Judge (ALJ) to adjudicate the matter and submit a recommended decision (Recommended

Decision) to the PAPUC.

As part of this legal proceeding the PAPUC also issued an Order in January 2021 appointing a large Pennsylvania

based investor-owned water utility as the receiver (the Receiver Utility) of the Twin Lakes system until the petition is fully adjudicated

by the PAPUC.

In November 2021, the PAPUC issued an Order affirming the ALJ’s Recommended Decision, ordering the Receiver

Utility to acquire the Twin Lakes water system and for Middlesex to submit $1.7 million into an escrow account within 30 days.

immediately filed a Petition For Review (PFR) with the Commonwealth Court of Pennsylvania (the Pennsylvania Court) seeking reversal and

vacation of the escrow requirement on the grounds that it violates the Pennsylvania Public Utility Code as well as the United States Constitution.

In addition, Twin Lakes filed an emergency petition for stay of the PAPUC Order pending the Pennsylvania Court’s review of the merits

arguments contained in Twin Lakes’ PFR.

In December 2021, the Pennsylvania Court granted Twin Lakes’ emergency petition, pending

In August 2022, the Commonwealth Court issued an opinion upholding PAPUC’s November 2021 Order in its entirety.

2022, Twin Lakes filed a Petition For Allowance of Appeal to the Supreme Court of Pennsylvania seeking reversal of the Commonwealth Court’s

decision to uphold the escrow requirement on the grounds that the Pennsylvania Court erred in failing to address Twin Lakes’ constitutional

The timing of the final decision by the Supreme Court of Pennsylvania and the final adjudication of this matter cannot be predicted

at this time.

The financial results, total assets and financial

obligations of Twin Lakes are not material to Middlesex.

COVID-19 Pandemic

The NJBPU and the DEPSC have allowed for potential future recovery in customer rates of incremental costs related to COVID-19.

The Company has not deferred any COVID-19 related incremental costs.

Neither jurisdiction has yet to establish a timeline or definitive formal procedures for seeking cost recovery (for further discussion of the impact of COVID-19 on the Company, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, Recent Developments, Coronavirus (COVID-19 )).

The NJBPU and the DEPSC have allowed for potential

future recovery in customer rates of incremental costs related to the COVID-19 pandemic.

The Company has not deferred any COVID-19

related incremental costs.

Neither jurisdiction has yet to establish a timeline or definitive formal procedures for seeking cost

recovery (for further discussion of the impact of COVID-19 on the Company, see Item 7 - Management’s Discussion and Analysis

of Financial Condition and Results of Operations, Coronavirus (COVID-19 )).

Water and Wastewater Quality and Environmental Regulations

Government environmental regulatory agencies regulate our operations in New Jersey and Delaware with respect to water supply, treatment and distribution systems and the quality of the water.

Government environmental regulatory agencies regulate

our operations in New Jersey and Delaware with respect to water supply, treatment and distribution systems and the quality of the water.

They also regulate our operations with respect to wastewater collection, treatment and disposal.

Regulations relating to water quality require us to perform tests to ensure our water meets state and federal quality requirements.

In addition, government environmental regulatory agencies continuously review current regulations governing the limits of certain organic compounds found in the water as byproducts of the treatment process.

We participate in industry-related research to identify technologies that may reduce the level of organic, inorganic and synthetic compounds found in water.

The cost to water utilities to comply with any proposed water quality standards depends in part on the limits set in the regulations and on the method selected to treat the water to the required standards.

We regularly test our water to determine compliance with government environmental regulatory agencies’

water quality standards.

In September 2021, the NJDEP issued a Notice of Non-Compliance (Notice) to Middlesex based on self-reporting by Middlesex that the level of Perfluorooctanoic Acid (PFOA) in water treated at its Park Avenue Wellfield Treatment Plant exceeded a recently promulgated NJDEP standard effective in 2021.

Neither the NJDEP nor Middlesex has characterized this exceedance as an acute health emergency.

The Notice required the Company to take any action necessary to comply with the new standard by September 7, 2022.

The NJDEP standard for PFOA was developed based on a Health-based Maximum Contaminant Level (MCL) of 14 parts per trillion (ppt).

Although the USEPA has not yet implemented an enforceable regulation relative to PFOA, the water distributed from the Park Avenue Well Field Treatment Plant does meet the USEPA’s current health advisory level of 70 parts per trillion (ppt) and would meet the NJDEP’s pre-2021 standard guidance level, which was not a regulation, of 40 ppt.

Construction of an enhanced treatment process at the Park Avenue Well Field Treatment Plant to comply with the new NJDEP standard had already begun when the Notice was issued by the NJDEP.

Included in the project are enhancements to corrosion control.

Since completion is not expected until mid-2023, in December 2021, the Company implemented an interim solution to meet the Notice requirements.

The Park Avenue Well Field Treatment Plant was taken off-line and alternate sources of supply have been obtained.

The Company is in the process of implementing an acceleration of a portion of the Park Avenue Wellfield treatment upgrades in order to meet anticipated increases in the historical higher water demand periods during the summer months and intended to result in compliance with the requirements of the Notice.

In addition to the pending enhanced groundwater treatment process for PFOA, we treat the groundwater supplies in our Middlesex System with chlorination for primary disinfection purposes and use air stripping for removal of volatile organic compounds.

Surface water treatment in our Middlesex System is by conventional treatment;

Regulations relating to water quality require us to

perform tests to ensure our water meets state and federal quality requirements.

In addition, government environmental regulatory agencies

continuously review current regulations governing the limits of certain organic compounds found in the water as byproducts of the treatment

We participate in industry-related research to identify technologies that may reduce the level of organic, inorganic and synthetic

compounds found in water.

The cost to water utilities to comply with any proposed water quality standards depends in part on the limits

set in the regulations and on the method selected to treat the water to the required standards.

We regularly test our water to determine

compliance with government environmental regulatory agencies’ water quality standards.

In September 2021, the NJDEP issued a Notice of Non-Compliance

(Notice) to Middlesex based on self-reporting by Middlesex that the level of Perfluorooctanoic Acid (PFOA) in water treated at its Park

Avenue Wellfield Treatment Plant in South Plainfield, New Jersey exceeded a recently promulgated NJDEP standard effective in 2021.

NJDEP standard for PFOA was developed based on a Health-based Maximum Contaminant Level of 14 parts per trillion.

Neither the NJDEP nor

Middlesex characterized this exceedance as an acute health threat.

However, Middlesex was required to notify its affected customers and

complied in November 2021 as required by the regulation.

The Notice further required the Company to take

any action necessary to comply with the new standard by September 7, 2022.

Prior to 2021, the Company began design for construction

of an enhanced treatment process at the Park Avenue Wellfield Treatment Plant to meet the expected PFAS water quality standards

anticipated to be enacted by the State of New Jersey, which at that time were unknown as to their timing and extent.

completion was not expected until mid-2023, in December 2021, the Company implemented an interim solution to meet the Notice

requirements.

The Park Avenue Wellfield Treatment Plant was temporarily taken off-line and alternate sources of supply were

Simultaneously, the Company accelerated a portion of the enhanced treatment project to allow a restart of the Park Avenue

Wellfield Treatment Plant ahead of historical higher water demand periods during the summer months.

In June 2022, a portion of the enhanced treatment

process was completed, placed into service and is effectively treating the ground water in compliance with all state and federal drinking

water standards.

In addition to the enhanced groundwater treatment

process for PFAS, we treat the groundwater supplies in our Middlesex System with chlorination for primary disinfection purposes and use

air stripping for removal of volatile organic compounds.

Surface water treatment in our Middlesex System

is by conventional treatment;

coagulation, sedimentation and filtration.

The treatment process includes pH adjustment, ozone and chlorination for disinfection, and corrosion control for the distribution system.

Treatment of groundwater in our Tidewater System is by chlorination for disinfection purposes and, in some cases, pH adjustment and filtration for nitrate and iron removal and granular activated carbon filtration for organics removal.

The treatment process includes pH adjustment, ozone and chlorination

for disinfection, and corrosion control for the distribution system.

Treatment of groundwater in our Tidewater System is

by chlorination for disinfection purposes and, in some cases, pH adjustment and filtration for nitrate and iron removal and granular activated

carbon filtration for organics removal.

Chloramination is used for final disinfection at Southern Shores.

Treatment of groundwater in the Pinelands Water and Bayview Systems (primary disinfection only) is performed at individual well sites.

Treatment of wastewater in the Pinelands Wastewater System includes the use of rotating biological contactors.

The NJDEP and DEDPH monitor our activities and review the results of water quality tests that are performed for adherence to applicable regulations.

Other applicable regulations include the Federal Lead and Copper Rule, the Federal Surface Water Treatment Rule and the Federal Total Coliform Rule and regulations for maximum contaminant levels established for various volatile organic compounds.

Customer demand for our water during the warmer months is generally greater than other times of the year due primarily to additional consumption of water in connection with irrigation systems, swimming pools, cooling systems and other outside water use.

Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall timing and overall levels.

In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the customer demand for our water may decrease and therefore, adversely affect our revenues.

This table lists information concerning our executive management team:

Treatment of groundwater in the Pinelands Water and

Bayview Systems (primary disinfection only) is performed at individual well sites.

Treatment of wastewater in the Pinelands Wastewater

System includes the use of rotating biological contactors.

The NJDEP and DEDPH monitor our activities and review

the results of water quality tests that are performed for adherence to applicable regulations.

Other applicable regulations include the

Federal Lead and Copper Rule, the Federal Surface Water Treatment Rule and the Federal Total Coliform Rule and regulations for maximum

contaminant levels established for various volatile organic compounds.

The Company must comply with various environmental

laws and regulations promulgated by the USEPA, NJDEP and other governmental agencies, including the Toxic Catastrophe Prevention Act,

the Spill Prevention, Control, and Countermeasure Rule and the Discharge Prevention Program of the New Jersey Spill Compensation and Control

Customer demand for our water during the warmer months

is generally greater than other times of the year due primarily to additional consumption of water in connection with irrigation systems,

swimming pools, cooling systems and other outside water use.

Throughout the year, and particularly during typically warmer months, demand

may vary with temperature and rainfall timing and overall levels.

In the event that temperatures during the typically warmer months are

cooler than normal, or if there is more rainfall than normal, the customer demand for our water may decrease and therefore, adversely

affect our revenues.

This table lists information concerning our executive management

Principal Position(s)

President, Chief Executive Officer and Chairman of the Board of Directors

Bruce O’Connor

Senior Vice President, Treasurer and Chief Financial Officer

7 unchanged sentences

Vice President-Corporate Affairs

Doll –

Doll joined the Company in 2004 and was named President and Chief Executive Officer and a Director of Middlesex effective January 1, 2006.

In May 2010, he was first elected Chairman of the Board.

He is also Chairman for all subsidiaries of Middlesex.

Prior to joining the Company, Mr.

Doll had been employed in various executive leadership roles in the regulated water utility business since 1985.

Doll also serves on the Board of the non-profit Court Appointed Special Advocates (CASA) of Middlesex County, New Jersey (Executive Committee, Board Member and Treasurer) and as Director, Emeritus of The Water Research Foundation.

Bruce O’Connor –

O’Connor, a Certified Public Accountant, joined the Company in 1990 and was named Vice President and Chief Financial Officer in 1996 and Treasurer in 2014.

Doll joined the Company as Executive Vice President in November 2004 and was named President and Chief Executive Officer, and a Director

of Middlesex, effective January 1, 2006.

In May 2010, he was elected Chairman of the Board, also serving as Chairman of the Boards

of the Company’s subsidiary companies.

He is a Past President of the National Association of Water Companies and past Chairman of

the Board of the New Jersey Utilities Association, representing the state’s electric, gas, water and telecommunications industries.

He is a past Chairman of the Board of The Water Research Foundation where he continues to serve as Director Emeritus, and has served as

a Director and member of the Executive Committee of the Board of Directors of the American Water Works Association.

He presently serves

as Treasurer and member of the Board of Court Appointed Special Advocates of Middlesex County, NJ serving the needs of children living

in foster care.

Bruce O’Connor – Mr.

a Certified Public Accountant, joined the Company in 1990 and was named Vice President and Chief Financial Officer in 1996 and Treasurer

On January 1, 2019, Mr.

O’Connor was appointed Senior Vice President of Middlesex and President of Tidewater and White Marsh.

O’Connor is also the principal financial officer and a Director of all Middlesex subsidiaries.

O’Connor was appointed Senior Vice President of Middlesex and President of Tidewater and White

O’Connor is also the principal financial officer and a Director of all Middlesex subsidiaries.

Christian Andreasen, Jr.

Andreasen, a licensed professional engineer, joined the Company in 1982, was named Assistant Vice President-Enterprise Engineering in January 2019 and promoted to Vice President-Enterprise Engineering in July 2019.

a licensed professional engineer, joined the Company in 1982, was named Assistant Vice President-Enterprise Engineering in January 2019

and promoted to Vice President-Enterprise Engineering in July 2019.

He is President and a Director of Pinelands Water and Pinelands Wastewater.

Andreasen serves as a Director of the American Water Works Association and is Vice Chair of the NJDEP’s Water Supply Advisory Council.

Fullagar –

Fullagar, a licensed professional engineer, joined the Company in 1997, was named Assistant Vice President-Operations in January 2019 and promoted to Vice President-Operations in July 2019.

Andreasen serves as a Member and Vice Chair of the NJDEP’s Water Supply Advisory Council.

Fullagar – Mr.

Fullagar, a licensed professional engineer, joined the Company in 1997, was named Assistant Vice President-Operations in January 2019

and promoted to Vice President-Operations in July 2019.

He is President and a Director of USA-PA, USA and Twin Lakes.

Fullagar serves as Sector Chair of the New Jersey Infrastructure Advisory Committee.

Ginegaw –

Ginegaw joined Tidewater in 2004 and in 2007 was promoted to Director of Human Resources for Middlesex.

Fullagar serves

as Sector Chair of the New Jersey Infrastructure Advisory Committee.

Ginegaw – Ms.

Ginegaw joined

Tidewater in 2004 and in 2007 was promoted to Director of Human Resources for Middlesex.

In March 2012, Ms.

Ginegaw was named Vice President-Human Resources.

Ginegaw was named Vice President-Human

Prior to joining the Company, Ms.

Ginegaw worked in various human resources positions in the healthcare and transportation/logistics industries.

Ginegaw worked in various human resources positions in the healthcare and transportation/logistics

Ginegaw serves as a volunteer director on the Board of the New Jersey Utilities Association.

Kooper –

Kooper joined the Company in 2014 as Vice President and General Counsel and serves as Secretary for the Company and all subsidiaries.

Prior to joining the Company, Mr.

Kooper held various positions in private and public entities as well as in private law practice, representing electric, gas, water, wastewater, telephone and cable companies as well as municipalities and private clients before 17 state public utility commissions and legislatures, federal agencies and federal and state appellate courts.

Kooper serves as a volunteer director on selected non-profit utility industry-related Boards including the National Association of Water Companies (current Director and Chairman of the New Jersey Chapter) and the New Jersey State Bar Association’s Public Utility Law Section (current Consultor and Past Chairman) and on other non-profit boards based in New Jersey, including Temple B’Nai Abraham in Livingston, New Jersey (current Vice President and Trustee) and the Crohn’s and Colitis Foundation’s New Jersey Chapter.

Simpson –

Simpson joined the Company in 2009, was named Assistant Vice President-Information Technology in January 2019 and promoted to Vice President- Information Technology in July 2019.

Kooper joined the

Company in 2014 as Vice President and General Counsel and serves as Secretary for the Company and all subsidiaries.

Prior to joining the

Kooper held various positions in private and public entities as well as in private law practice, representing electric, gas,

water, wastewater, telephone and cable companies as well as municipalities and private clients before 17 state public utility commissions

and legislatures, federal agencies and federal and state appellate courts.

Kooper serves as a volunteer director on selected

non-profit utility industry-related Boards including the National Association of Water Companies (current Director and Chairman of the

New Jersey Chapter) and the New Jersey State Bar Association’s Public Utility Law Section (current Consultor and Past Chairman)

and on other non-profit boards based in New

Jersey, including as President of Temple B’Nai Abraham in Livingston, New Jersey and

as a Director of the Crohn’s and Colitis Foundation’s New Jersey Chapter.

Simpson – Ms.

Simpson joined

the Company in 2009, was named Assistant Vice President-Information Technology in January 2019 and promoted to Vice President- Information

Technology in July 2019.

In April 2022, Ms.

Simpson was named Chief Technology Officer.

Prior to joining the Company, Ms.

Simpson held various Information Technology positions and has gained an extensive array of technical and business computer certifications.

Simpson serves as a member of the Delaware Cyber Security Advisory Council, the Society for Information Management, New Jersey chapter and the Project Management Institute, New Jersey chapter.

various Information Technology positions and has gained an extensive array of technical and business computer certifications.

Simpson serves as a member of the Delaware Cyber Security Advisory Council, the Society for Information Management, New Jersey chapter

and the Project Management Institute, New Jersey chapter.

Bernadette M.

Sohler –

Sohler joined the Company in 1994 and was named Vice President-Corporate Affairs in March 2007.

Sohler joined

the Company in 1994 and was named Vice President-Corporate Affairs in March 2007.

She also serves as Vice President of USA.

Prior to joining the Company, Ms.

Prior to joining

the Company, Ms.

Sohler held marketing and public relations management positions in the financial services industry.

Sohler serves as a volunteer director on area Chambers of Commerce and several other non-profit Boards and is the Chair of the New Jersey Utilities Association’s Communications Committee.

Sohler serves

as a volunteer director on area Chambers of Commerce and several other non-profit Boards and is the former Chair of the New Jersey Utilities

Association’s Communications Committee.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business