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) April 4, 2011

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

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, 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 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

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), PSEG Power LLC (Power) and Public Service Electric and Gas Company (PSE&G). 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. Power and PSE&G each makes representations only as to itself and makes no other representations whatsoever as to any other company.

Item 7.01 Regulation FD Disclosure

From April 4 through April 6, 2011, PSEG will be conducting a series of investor meetings in California and New York. The attachment which is furnished as Exhibit 99 to this Form 8-K represents those discussion materials being used in which we confirmed earnings guidance or updated information previously furnished on Form 8-K. The complete presentation is available on our website www.pseg.com.

Item 9.01 Financial Statements and Exhibits

Exhibit 99 Selected Presentation Slides confirming earnings guidance and updated information previously furnished on Form 8-K.

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/ Derek M. Dirisio
	Derek M. DiRisio
	Vice President and Controller
	(Principal Accounting Officer)

Date: April 4, 2011

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.

PSEG POWER LLC
(Registrant)
By:	/s/ Derek M. Dirisio
	Derek M. DiRisio
	Vice President and Controller
	(Principal Accounting Officer)

Date: April 4, 2011

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.

PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Registrant)
By:	/s/ Derek M. Dirisio
	Derek M. DiRisio
	Vice President and Controller
	(Principal Accounting Officer)

Date: April 4, 2011

5

EX-99

2

Forward-Looking Statement

Readers are cautioned that statements contained in this presentation about our and our subsidiaries' future performance, including future revenues, earnings, strategies, prospects, consequences

and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995.  When

used herein, the words “anticipate”, “intend”, “estimate”, “believe”, “expect”, “plan”, “should”, “hypothetical”, “potential”, “forecast”, “project”, variations of such words and similar expressions are

intended to identify forward-looking statements.  Although we believe that our expectations are based on reasonable assumptions, they are subject to risks and uncertainties and we can give no

assurance they will be achieved.  The results or developments projected or predicted in these statements may differ materially from what may actually occur.  Factors which could cause results or

events to differ from current expectations include, but are not limited to:

•

Adverse changes in energy industry law, policies and regulation, including market  structures, and a potential shift away from competitive markets towards subsidized market mechanisms,

transmission planning and cost allocation rules, including rules regarding how transmission is planned and who is permitted to build transmission going forward, and reliability standards.

•

Any inability of our transmission and distribution businesses to obtain adequate and timely rate relief and regulatory approvals from federal and state regulators.

•

Changes in federal and state environmental regulations that could increase our costs or limit operations of our generating units.

•

Changes in nuclear regulation and/or developments in the nuclear power industry generally that could limit operations of our nuclear generating units.

•

Actions

or

activities

at

one

of

our

nuclear

units

located

on

a

multi-unit

site

that

might

adversely

affect

our

ability

to

continue

to

operate

that

unit

or

other

units located at the same site.

•

Any inability to balance our energy obligations, available supply and trading risks.

•

Any deterioration in our credit quality.

•

Availability

of

capital

and

credit

at

commercially

reasonable

terms

and

conditions

and

our

ability

to

meet

cash

needs.

•

Any

inability

to

realize

anticipated

tax

benefits

or

retain

tax

credits.

•

Changes in the cost of, or interruption in the supply of, fuel and other commodities necessary to the operation of our generating units.

•

Delays in receipt of necessary permits and approvals for our construction and development activities.

•

Delays or unforeseen cost escalations in our construction and development activities.

•

Adverse changes in the demand for or price of the capacity and energy that we sell into wholesale electricity markets.

•

Increase in competition in energy markets in which we compete.

•

Adverse performance of our decommissioning and defined benefit plan trust fund investments and changes in discount rates and funding requirements.

•

Changes in technology and customer usage patterns.

For further information, please refer to our Annual Report on Form 10-K, including Item 1A. Risk Factors, and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and

Exchange

Commission.

These

documents

address

in

further

detail

our

business,

industry

issues

and

other

factors

that

could

cause

actual

results

to

differ

materially

from

those

indicated

in this

presentation.  In addition, any forward-looking statements included herein represent our estimates only as of today and should not be relied upon as representing our estimates as of any

subsequent date.  While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless

otherwise required by applicable securities laws.

EXHIBIT 99

3

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 Income from Continuing Operations to reconcile

to Operating Earnings, with a reference to that slide included on each of the

slides where the non-GAAP information appears. 

GAAP Disclaimer

7

* See page 64 for Items excluded from Income from Continuing Operations to reconcile to Operating Earnings.

$2.75E

$2.50E

…

offset

by

continuous

improvement

in

operations,

utility

growth,

and

generating

asset optionality.

PSEG 2011 outlook influenced by lower

market prices…

$3.12   

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2010 Operating Earnings*

2011E Earnings Guidance*

9

•Contractual support for

up to 2,000 MW of new

generation to stimulate

jobs and economic

growth, and suppress

wholesale power prices

•BPU has approved

contracts for up to 1,948

MW of new capacity

•PSEG Power, as part of

P3, has filed a complaint

at FERC to require that

all new generators bid

into the market at cost

•PSEG has filed suit at

Federal District Court

asking that LCAPP be

ruled unconstitutional

PSEG Response

NJ Position

Long Term Capacity Agreement Pilot Program (LCAPP)

PSEG -

An active participant in

market discussions

10

April 2010 –

Susquehanna-Roseland transmission project siting

approved by

NJBPU.

June/July 2010 –

Electric and Gas rate settlements approved

Market transition charge refund provided to customers

over 2-year period

December 2010 –

Morris Energy dispute settled

Settlement resolved a dispute over discounted gas rates and the application of

the Societal Benefits Clause.

Spring/Summer 2011 –

PSE&G expects BPU decision on request to spend $400

million on Capital Infrastructure Program and Energy Efficiency supporting NJ

economic recovery

Constructive working relationship with NJ

vital to meeting customer, employee, and

shareholder interests

Future Projects

15

($ Millions)

Phase

In-Service

Spending Up

To

Susquehanna-Roseland

Engineering / Licensing

2014 East

2015 West

$750

Northeast Grid (formerly BRH Alternative)

Preliminary Design

2015

$700

Burlington –

Camden 230kV Conversion

Engineering / Licensing

2014

$381

North Central (formerly West Orange)

230kV Conversion

Engineering / Licensing

2014

$336

Approved RTEP projects thru 2013

Various

Various

$440

69 kV Reliability projects thru 2013

Various

Various

$215

Transmission Life Cycle

Various

Various

$350

…

and CWIP in rate base* for certain projects. 

* CWIP in Rate Base and 1.25% ROE incentive treatment approved for the Susquehanna-Roseland project and seeking

recovery of CWIP in Rate Base and abandonment for other major projects

Transmission Projects

Future Transmission project spending will be influenced by PJM

evaluation,

potentially

adding

additional

projects

over

2011

–

2015 and

revising required in-service dates.

Transmission investment recovery is supported by

formula rate treatment…

Hopatcong

Roseland

W Orange

Bergen

Hudson

Bridgewater

Bayonne

Sewaren

Middlesex

Burlington

Camden

Gloucester

32

Source: MJ Bradley

Compliance with Federal GHG Reporting Rule

Compliance with PSD GHG BACT

Compliance with Toxics Rule

Pre-Compliance  Period

Develop Toxics

Rule

Develop

Transport

Rule

SIP provisions developed in response to revised NAAQS

Develop

Revised O3

NAAQS

Pre-Compliance Period

Compliance with

Federal CCB

Regulations

Dev. Coal Comb.

By-Products Rule

Develop 316(b)

Regulations

Develop O3

Transport Rule

Estimated Compliance w/TR II

Phase-In of Compliance Period by 2020

Compliance w/GHG NSPS

Pre-Compliance Period

Develop GHG

NSPS

…and Power is well positioned to succeed under numerous outcomes.

Today

Phase I Compliance

Phase II Compliance

There are numerous upcoming EPA

environmental regulations…

2010

2011

2012

2013

2014

2015

2016

2017

2018

Haz. Air

Pollutants

Criteria

Pollutants

Greenhouse

Gases

Coal

Combustion

By-Products

316(b)

46

–

Network transmission service revenue increase

= ~ $0.05 per share

–

Full year of E&G Rate Relief = ~ $0.05 per share

–

Each 1% change in Load = ~ $0.02 per share

–

Each 1% change in O&M = ~ $0.01 per share

–

2010 Utility ROE 9.9%; Each 10 bp = $0.01 per share

Revenue/Margin

–

Decline in average Hedge Price/Volume = ~ ($0.25-$0.30)

per share

–

Decline in Capacity revenues = ~ ($0.15-$0.20) per share

–

Improvement in WPT/BGSS = ~ $0.03-$0.05 per share

Other Expense

–

Higher O&M = ~ ($0.03) per share

–

Increase in Depreciation rate = ~ ($0.05) per share

–

Absence of LILO/SILO termination gains = ~ ($0.05) per share

–

Loss of Income from Asset Sales = ~ ($0.05) per share

2011 Drivers

…offset by a decline in margins at Power and Holdings.

Earnings Per Share

* See page 64 for Items excluded from Income from Continuing Operations to reconcile to Operating Earnings.  E Estimate.

PSEG’s 2011 earnings guidance reflects

continued improvement at PSE&G…

$3.12   

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2010 Operating Earnings*

2011E Earnings Guidance*

Guidance

$2.75

$2.50

58

$ millions (except EPS)

2011E

2010A

PSEG Power

$ 765 –

$ 855

$ 1,091

PSE&G

$ 495 –

$ 520

$ 430

PSEG Energy Holdings

$ 0 –

$ 5

$ 49

Enterprise

$ 5 –

$ 15

$ 14

Operating Earnings*

$ 1,265 –

$ 1,395

$ 1,584

Earnings per Share

$ 2.50 –

$ 2.75

$ 3.12

* See Page 64 for Items excluded from Income from Continuing Operations to reconcile to Operating Earnings.

PSEG 2011 Operating Earnings Guidance

-

by Subsidiary

63

Lessee

Equipment

12/31/10

Invested 

($millions)

S&P Credit

Rating

As of 3/30/11

REMA (GenOn)

Keystone, Conemaugh

& Shawville

(PA)

3 coal fired plants (1,184 equity MW)

325

B

Dynegy Holdings

Danskammer

& Roseton

Generating Station (NY)  370

MW coal fired and 1,200 MW oil/gas fired

267

CC

Edison Mission

Energy (EME)

Powerton

& Joliet Generating Stations (IL)

2 coal-fired generating facilities (1,652 equity MW)

218

B-

Merrill Creek –

(PECO, MetEd,

Delmarva Power &

Light)

Reservoir in NJ

126

BBB, BBB-,

BBB+

Grand Gulf

Nuclear station in Mississippi (154 equity MW)

99

A+

US West/Qwest

Qwest headquarters located in Denver, CO

109

BB

Renaissance Ctr.

GM headquarters located in Detroit, MI

40

BB-

Wal-Mart

Portfolio of 27 Wal-Mart stores

41

AA

E-D Centers

Portfolio of 8 shopping centers

23

NR

Total Leases

$1,249

PSEG Resources Leveraged Lease Portfolio