8-K 1 a35810.txt PUBLIC SERVICE ENTERPRISE GROUP INC. ================================================================================ 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) July 22, 2003 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (Exact name of registrant as specified in its charter)
New Jersey 001-09120 22-2625848 ---------- --------- ---------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) 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 PSEG POWER LLC (Exact name of registrant as specified in its charter)
Delaware 000-49614 22-3663480 -------- --------- ---------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.)
80 Park Plaza, T-25 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 PUBLIC SERVICE ELECTRIC AND GAS COMPANY (Exact name of registrant as specified in its charter)
New Jersey 001-00973 22-1212800 ---------- --------- ---------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) 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 ENERGY HOLDINGS L.L.C. (Exact name of registrant as specified in its charter)
New Jersey 000-32503 22-2983750 ---------- --------- ---------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.)
80 Park Plaza, T-22 Newark, New Jersey 07102-4194 ------------------------------------------------- (Address of principal executive offices) (Zip Code) 973-456-3581 (Registrant's telephone number, including area code) http://www.pseg.com ================================================================================ This information contained in Item 5. Other Events in this combined Form 8-K is separately filed by Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G), PSEG Power LLC (Power) and PSEG Energy Holdings L.L.C. (Energy Holdings). The information contained in Item 9. Regulation FD Disclosure in this Form 8-K is furnished solely for PSEG. 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, Power and Energy Holdings each make representations only as to itself and makes no other representations whatsoever as to any other company. Item 5. Other Events On July 22, 2003, the following unaudited results were announced for PSEG, Power, PSE&G and Energy Holdings. Income from Continuing Operations for the quarter ended June 30, 2003 was $150 million, $109 million, $22 million and $33 million for PSEG, Power, PSE&G and Energy Holdings, respectively. Income from Continuing Operations for the six months ended June 30, 2003 was $471 million, $286 million, $123 million and $92 million for PSEG, Power, PSE&G and Energy Holdings, respectively. Net Income for PSEG, or Earnings Available to PSEG with respect to Power, PSE&G and Energy Holdings, for the quarter ended June 30, 2003 was $130 million, $109 million, $3 million and $26 million, respectively. Net Income for PSEG, or Earnings Available to PSEG with respect to Power, PSE&G and Energy Holdings, for the six months ended June 30, 2003 was $806 million, $656 million, $103 million and $64 million, respectively. Item 9. Regulation FD Disclosure On July 22, 2003, PSEG announced unaudited financial results for the quarter ended June 30, 2003. A copy of the press release of earnings dated July 22, 2003 is furnished as Exhibit 99 to this Form 8-K. The information contained in Item 9 of this report is being furnished pursuant to Item 12 under Item 9 as directed by the U.S. Securities and Exchange Commission. To supplement PSEG's consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the Company uses non-GAAP measures of pro forma operating income and pro forma operating income per share which does not include losses relating to the impairment and operations of Energy Holdings' Argentine investments. PSEG's management reviews these non-GAAP measures internally to evaluate the Company's performance and manage its operations. The Company believes that the inclusion of non-GAAP financial measures provides consistent and comparable measures to help shareholders understand PSEG's current and future operating results. PSEG urges shareholders to carefully review the GAAP financial information included as part of the PSEG's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly press releases of earnings. 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/ Thomas M. O'Flynn ----------------------------------------------- Thomas M. O'Flynn Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: July 22, 2003 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/ Robert E. Busch ----------------------------------------------------- Robert E. Busch Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) Date: July 22, 2003 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/ Thomas M. O'Flynn ------------------------------------------------- Thomas M. O'Flynn Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: July 22, 2003 5 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 ENERGY HOLDINGS L.L.C. (Registrant) By: /s/ Thomas M. O'Flynn ------------------------------------------------ Thomas M. O'Flynn Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: July 22, 2003 6