8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 10, 2015

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

New Jersey	001-09120	22-2625848
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, P.O. Box 1171

Newark, New Jersey 07101-1171

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

http://www.pseg.com

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	001-00973	22-1212800
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza, P.O. Box 570

Newark, New Jersey 07101-0570

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

http://www.pseg.com

PSEG POWER LLC

(Exact name of registrant as specified in its charter)

Delaware	001-34232	22-3663480
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

80 Park Plaza

Newark, New Jersey 07102-4194

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

http://www.pseg.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information contained in Item 7.01 Regulation FD Disclosure in this combined Form 8-K is separately furnished, as noted, by Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G) and PSEG Power LLC (Power). Information contained herein relating to any individual company is provided by such company on its own behalf and in connection with its respective Form 8-K. PSE&G and Power each makes representations only as to itself and makes no other representations whatsoever as to any other company. The materials furnished as Exhibits 99 and 99.1 are available on the pseg.com website under the investor tab, or at http://investor.pseg.com.

Item 7.01 Regulation FD Disclosure

PSEG, PSE&G and Power

On March 11, 2015, PSEG is presenting at the Barclays Select Series Conference in Zurich, Switzerland as well as participating on March 12-13, 2015 in a series of investor meetings sponsored by Barclays Capital in Copenhagen, Denmark and Stockholm, Sweden. The attachment, which is furnished as Exhibit 99 to this Form 8-K, represents those discussion materials being used in which we are reaffirming earnings guidance previously furnished on Form 8-K. The complete meeting materials will be available on our website www.pseg.com.

Item 9.01 Financial Statements and Exhibits

Exhibit 99. Discussion Materials for March 11-13, 2015 investor meetings.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Registrant)
By:	/s/ Stuart J. Black
	STUART J. BLACK
	Vice President and Controller
	(Principal Accounting Officer)

Date: March 10, 2015

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Registrant)
By:	/s/ Stuart J. Black
	STUART J. BLACK
	Vice President and Controller
	(Principal Accounting Officer)

Date: March 10, 2015

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

PSEG POWER LLC
(Registrant)
By:	/s/ Stuart J. Black
	STUART J. BLACK
	Vice President and Controller
	(Principal Accounting Officer)

Date: March 10, 2015

5

EX-99

Forward-Looking Statement

2

Exhibit 99

GAAP Disclaimer

These materials and other financial releases can be found on the

pseg.com

website under the investor tab, or at http://investor.pseg.com/

PSEG presents Operating Earnings in addition to its Net Income reported in

accordance with accounting principles generally accepted in the United States

(GAAP). Operating Earnings is a non-GAAP financial measure that differs from

Net Income because it excludes gains or losses associated with Nuclear

Decommissioning Trust (NDT), Mark-to-Market (MTM) accounting, and other

material one-time items. PSEG presents Operating Earnings because

management believes that it is appropriate for investors to consider results

excluding these items in addition to the results reported in accordance with

GAAP. PSEG believes that the non-GAAP financial measure of Operating

Earnings provides a consistent and comparable measure of performance of its

businesses to help shareholders understand performance trends. This

information is not

intended to be viewed as an alternative to GAAP information.

The last slide in this presentation includes a list of items excluded from Net

Income to reconcile to Operating Earnings, with a reference to those slides

included on each of the slides where the non-GAAP information appears.

3

**

**

Operating Earnings

Disciplined investment program and focus on operational

excellence have supported growth

Power’s

diverse fuel

mix and dispatch

flexibility continue to

generate strong

earnings and free cash

flow in low price

environment

PSE&G’s

investment

program has driven

double digit compound

annual earnings

growth since 2010

Operating Earnings* Contribution by Subsidiary

*SEE SLIDE A FOR ITEMS EXCLUDED FROM INCOME FROM CONTINUING OPERATIONS/

NET INCOME TO RECONCILE TO OPERATING EARNINGS.  E=ESTIMATE

** 2015 PERCENTS USE MIDPOINT OF EARNINGS GUIDANCE.

8

PSE&G’s 2015 operating earnings

expected to benefit from increased investment in Transmission

*SEE SLIDE A FOR ITEMS EXCLUDED FROM NET INCOME TO RECONCILE TO 

OPERATING EARNINGS.  E =ESTIMATE.  DATA AS OF MARCH 2, 2015.

$612

$725

2013

2014

2015 Guidance

PSE&G Operating Earnings*

($ Millions)

$735 --

$775E

38

Power’s 2015 operating earnings

maintain solid performance

Power Operating Earnings*

($ Millions)

2015 Observations

*  SEE SLIDE A FOR ITEMS EXCLUDED FROM NET INCOME TO RECONCILE TO OPERATING EARNINGS.      E = ESTIMATE.

2013

2014

2015 Guidance

$710

$642

$620 –

680E

•

75-80% hedged at

$52/MWh

•

Increase in average hedge

price for energy helps

mitigate reset in capacity

price and volume

67

PSEG Operating Earnings

$ Millions (except EPS)

2013

2014

2015E

PSE&G

$612

$725

$735 -

$775

PSEG Power

$710

$642

$620 -

$680

Enterprise/Other

($13)

$33

$40 -

$45

Operating Earnings*

$1,309

$1,400

$1,395 -

$1,500

Operating EPS*

$2.58

$2.76

$2.75

-

$2.95

Regulated % of Earnings

47%

52%

52%

(1)

Increasing

PSE&G earnings with stable

contribution from Power

(1) REPRESENTS MID POINT OF GUIDANCE

*SEE SLIDE A FOR ITEMS EXCLUDED FROM INCOME FROM CONTINUING OPERATIONS/NET

INCOME TO RECONCILE TO OPERATING EARNINGS. E+ ESTMATE.

97

PSEG Summary

•

Our 2014 earnings of $2.76 exceeded our revised operating earnings

guidance of $2.60 -

$2.75 per share

•

Continued third year of anticipated positive earnings trend in 2015 with

operating earnings guidance of $2.75 to $2.95 per share

•

Continued 5

straight year of expected double digit, 5 year growth in rate base

•

Anticipated high single digit earnings growth at PSE&G on three-year basis from

2014 to 2017, driven by transmission investments and planned programs

•

Power’s continued focus on operational excellence, market expertise and

financial strength delivers value in current price environment

•

Strong Balance Sheet and Cash Flow support full capital program and new

potential opportunities without the need for equity

•

Our $0.08 per share dividend increase is consistent with our long history

of returning cash to the shareholder through the common dividend, with

potential for consistent and sustainable growth

th

100

Items Excluded from Income from Continuing

Operations/Net Income to Reconcile to Operating Earnings

PLEASE SEE PAGE 3 FOR AN EXPLANATION OF PSEG’S USE OF OPERATING EARNINGS AS A NON-GAAP FINANCIAL MEASURE AND HOW IT

DIFFERS FROM NET INCOME.

(a)

Includes the financial impact from positions with forward delivery months.

2014

2013

2012

2011

2010

2009

Earnings Impact ($ Millions)

Operating Earnings

1,400

$     

1,309

$   

1,236

$   

1,389

$     

1,584

$   

1,567

$   

Gain (Loss) on Nuclear Decommissioning Trust (NDT)

Fund Related Activity (PSEG Power)

68

40

52

50

46

9

Gain (Loss) on Mark-to-Market (MTM)

(a)

(PSEG Power)

66

(74)

(10)

107

(1)

(11)

Lease Transaction Activity (PSEG Enterprise/Other)

-

-

36

(173)

-

29

Storm O&M (PSEG Power)

(16)

(32)

(39)

-

-

-

Market Transition Charge Refund (PSE&G)

-

-

-

-

(72)

-

Gain (Loss) on Asset Sales and Impairments (PSEG Enterprise/Other)

-

-

-

34

-

-

Income from Continuing Operations

1,518

$     

1,243

$   

1,275

$   

1,407

$     

1,557

$   

1,594

$   

Discontinued Operations

-

-

-

96

7

(2)

Net Income

1,518

$     

1,243

$   

1,275

$   

1,503

$     

1,564

$   

1,592

$   

Fully Diluted Average Shares Outstanding (in Millions)

508

508

507

507

507

507

Per Share Impact (Diluted)

Operating Earnings

2.76

$       

2.58

$    

2.44

$    

2.74

$      

3.12

$    

3.09

$    

Gain (Loss) on NDT Fund Related Activity (PSEG Power)

0.13

0.08

0.10

0.10

0.09

0.02

Gain (Loss) on MTM

(a)

(PSEG Power)

0.13

(0.14)

(0.02)

0.21

-

(0.02)

Lease Transaction Activity (PSEG Enterprise/Other)

-

-

0.07

(0.34)

-

0.05

Storm O&M (PSEG Power)

(0.03)

(0.07)

(0.08)

-

-

-

Market Transition Charge Refund (PSE&G)

-

-

-

-

(0.14)

-

Gain (Loss) on Asset Sales and Impairments (PSEG Enterprise/Other)

-

-

-

0.06

-

-

Income from Continuing Operations

2.99

$       

2.45

$    

2.51

$    

2.77

$      

3.07

$    

3.14

$    

Discontinued Operations

-

-

-

0.19

0.01

-

Net Income

2.99

$       

2.45

$    

2.51

$    

2.96

$      

3.08

$    

3.14

$    

(Unaudited)

For the Year Ended

December 31,

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Reconciling Items, net of tax

A