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) December 21, 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

On December 21, 2011 and December 22, 2011, PSEG is participating in a series of investor meetings in New Jersey 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 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 Selected discussion materials reaffirming earnings guidance 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: December 21, 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: December 21, 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: December 21, 2011

5

EX-99

Forward-Looking Statement

2

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

“will”,

“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 toward subsidized market mechanisms,

transmission

planning

and

cost

allocation

rules,

including

rules

regarding

how

transmission

is

planned

and

who

is

permitted

to

build

transmission

in

the

future,

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 our operations,

•

changes in nuclear regulation and/or general developments in the nuclear power industry, including various impacts from any accidents or incidents experienced at our facilities or by others in

the industry 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, or the credit quality of our counterparties, including in our leveraged leases,

•

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,

•

challenges associated with recruitment and/or retention of a qualified workforce,

•

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

•

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

GAAP Disclaimer

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 two slides in this presentation include 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. 

3

Outlook for 2011 Operating Earnings

at Upper End of Range

•See pages 60 and 61 for Items excluded from Income from Continuing Operations to reconcile to Operating Earnings.

$2.75E

$2.50E

Strong 9-month results support full-year 2011 EPS at upper end of guidance.

$2.27

Operating

EPS

YTD

Actual

7

$3.12   

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

2010 Operating Earnings*

2011E Earnings Guidance*

PSEG 2011 Operating Earnings Guidance

-

by Subsidiary

$ 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 pages 60 and 61 for Items excluded from Income from Continuing Operations to reconcile to Operating

Earnings.

57

Items Excluded from Income from Continuing

Operations 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.

Pro-forma Adjustments, net of tax

2011

2010

2011

2010

Earnings

Impact

($

Millions)

Gain (Loss) on Nuclear Decommissioning Trust (NDT)

Fund Related Activity (PSEG Power)

7

$           

10

$       

49

$         

30

$         

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

8

16

16

28

Lease Transaction Reserves (Energy Holdings)

(170)

-

(170)

-

Market Transition Charge Refund (PSE&G)

-

-

-

(72)

Total Pro-forma adjustments

(155)

$      

26

$       

(105)

$      

(14)

$        

Fully Diluted Average Shares Outstanding (in Millions)

507

507

507

507

Per

Share

Impact

(Diluted)

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

0.01

$      

0.02

$    

0.10

$      

0.06

$      

Gain (Loss) on MTM (PSEG Power)

0.02

0.03

0.03

0.05

Lease Transaction Reserves (Energy Holdings)

(0.34)

-

(0.34)

-

Market Transition Charge Refund (PSE&G)

-

-

-

(0.14)

Total Pro-forma adjustments

(0.31)

$     

0.05

$    

(0.21)

$     

(0.03)

$     

September 30,

September 30,

For the Three Months Ended

For the Nine Months Ended

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Reconciling

Items

Excluded

from

Continuing

Operations

to

Compute

Operating

Earnings

(Unaudited)

60

Items Excluded from Income from Continuing

Operations to Reconcile to Operating Earnings

Pro-forma Adjustments, net of tax

2010

2009

Earnings

Impact

($

Millions)

Gain (Loss) on Nuclear Decommissioning Trust (NDT)

Fund Related Activity (PSEG Power)

46

$          

9

$         

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

(1)

(11)

Net Reversal of Lease Transaction Reserves (Energy Holdings)

-

29

Market Transition Charge Refund (PSE&G)

(72)

-

Total Pro-forma adjustments

(27)

$         

27

$       

Fully Diluted Average Shares Outstanding (in Millions)

507

507

Per Share Impact (Diluted)

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

0.09

$       

0.02

$    

Gain (Loss) on MTM (PSEG Power)

-

(0.02)

Net Reversal of Lease Transaction Reserves (Energy Holdings)

-

0.05

Market Transition Charge Refund (PSE&G)

(0.14)

-

Total Pro-forma adjustments

(0.05)

$      

0.05

$    

December 31,

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Reconciling Items Excluded from Continuing Operations  to Compute Operating Earnings

(Unaudited)

For the Twelve Months Ended

Please see GAAP Disclaimer page for an explanation of PSEG’s use of Operating Earnings as a non-GAAP financial measure and how it differs from Net Income.

61