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) May 14, 2012
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
(Registrants 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
(Registrants 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
(Registrants 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
PSEG, Power and PSE&G
On May 14, 2012, PSEG is participating in the Deutsche Bank 2012 Clean Tech, Utilities & Power Conference in New York City. 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 or updating 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 Discussion Materials
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: May 14, 2012
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: May 14, 2012
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: May 14, 2012
5
Forward-Looking Statement
2
EXHIBIT 99
Readers are cautioned that statements contained in this presentation about our 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 the demand for or
price of the capacity and energy that we sell into wholesale electricity markets,
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,
any inability to achieve or continue to sustain, our expected levels of
operating performance,
increase in competition in energy supply markets as well as competition
for certain rate-based transmission projects,
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. |
GAAP
Disclaimer PSEG presents Operating Earnings in addition to its Net Income
reported in accordance
with
generally
accepted
accounting
principles
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 page in this presentation (Page A)
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.
3 |
Our
2012 earnings guidance is influenced by a decline in energy prices and
increased investment at PSE&G
2012 Operating Earnings Forecast
*See page A for Items excluded from Income from Continuing Operations to reconcile
to Operating Earnings; All periods reflect Texas in Discontinued
Operations. E=Estimate. $2.25 to $2.50E
$2.74
10
2011 Operating Earnings*
2012 Guidance |
PSEG
2012 Operating Earnings Guidance -
By Subsidiary
$ millions (except EPS)
2012E
2011
PSEG Power
$575
$665
$ 845
PSE&G
$530
$560
$ 521
PSEG Energy Holdings/Parent
$35
$45
$ 23
Operating Earnings*
$1,140
$1,270
$ 1,389
Earnings per Share
$ 2.25
$ 2.50
$2.74
* See page A for Items excluded from Income from Continuing Operations to reconcile
to Operating Earnings. 49 |
Operated
by PSEG Nuclear PSEG Ownership: 100%
Technology: Boiling Water Reactor
Total Capacity: 1,173 MW
Owned Capacity: 1,173 MW
License Expiration: 2046
License renewal approved
July 2011
Next Refueling
Fall 2013
Operated by PSEG Nuclear
PSEG Ownership: 57%,
Exelon
43%
Technology:
Pressurized
Water
Reactor
Total Capacity: 2,326 MW
Owned Capacity: 1,336 MW
License Expiration: 2036 and 2040
License renewal approved
June 2011
Next Refueling
Unit 1 --
Spring 2013
Unit 2 --
Fall 2012
Operated by Exelon
PSEG Ownership: 50%
Technology: Boiling Water Reactor
Total Capacity: 2,247 MW
Owned Capacity: 1,123 MW
License Expiration: 2033 and 2034
Next Refueling
Unit 2
Fall 2012
Unit 3
Fall 2013
Hope Creek
Salem Units 1 and 2
Peach Bottom Units 2 and 3
Our five unit nuclear fleet is a critical element of
Powers success
53 |
Items
Excluded from Income from Continuing Operations to Reconcile to Operating
Earnings Please see Page 3 for an explanation of PSEGs use of Operating
Earnings as a non-GAAP financial measure and how it differs from Net Income.
Page A
Attachment 10
2012
2011
2011
2010
2009
Earnings Impact ($ Millions)
Gain (Loss) on Nuclear Decommissioning Trust (NDT)
Fund Related Activity (PSEG Power)
5
$
27
$
50
$
46
$
9
$
Gain (Loss) on Mark-to-Market (MTM)
(a)
(PSEG Power)
52
4
107
(1)
(11)
Lease Related Activity (PSEG Energy Holdings)
4
-
(173)
-
29
Market Transition Charge Refund (PSE&G)
-
-
-
(72)
-
Gain on Sale of Qwest Building (Energy Holdings)
-
-
34
-
-
Total Pro-forma adjustments
61
$
31
$
18
$
(27)
$
27
$
Fully Diluted Average Shares Outstanding (in Millions)
507
507
507
507
507
Per Share Impact (Diluted)
Gain (Loss) on NDT Fund Related Activity (PSEG Power)
0.01
$
0.05
$
0.10
$
0.09
$
0.02
$
Gain (Loss) on MTM
(a)
(PSEG Power)
0.10
0.01
0.21
-
(0.02)
Lease Related Activity (PSEG Energy Holdings)
0.01
-
(0.34)
-
0.05
Market Transition Charge Refund (PSE&G)
-
-
-
(0.14)
-
Gain on Sale of Qwest Building (Energy Holdings)
-
-
0.06
-
-
Total Pro-forma adjustments
0.12
$
0.06
$
0.03
$
(0.05)
$
0.05
$
(a) Includes the financial impact from positions with forward delivery
months. For the Three Months Ended
For the Year Ended
March 31,
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Unaudited)
Pro-forma Adjustments, net of tax
December 31,
Reconciling Items Excluded from Continuing Operations to Compute Operating Earnings
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