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) June 5, 2013

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

PSEG, Power and PSE&G

On June 5, 2013, PSEG is meeting with investors at its corporate headquarters in Newark, New Jersey. 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 discussion materials will be available on our website www.pseg.com.

Item 9.01 Financial Statements and Exhibits

Exhibit 99. Discussion materials reaffirming earnings guidance or updating information previously furnished on Form 8-K.

1

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: June 5, 2013

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.

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

Date: June 5, 2013

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

Date: June 5, 2013

4

EX-99

Forward Looking Statement

2

EXHIBIT 99

•

any

deterioration

in

our

credit

quality

or

the

credit

quality

of

our

counterparties, 

including

in

our

leveraged

leases,

•

changes

in

the

cost

of,

or

interruption

in

the

supply

of,

fuel

and

other

commodities

necessary

to

the

operation

of

our

generating

units,

Certain

of

the

matters

discussed

in

this

report

constitute

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Such forward-

looking

statements

are

subject

to

risks

and

uncertainties,

which

could

cause

actual

results

to

differ

materially

from

those

anticipated.

Such

statements

are

based

on

management’s

beliefs

as

well

as

assumptions

made

by

and

information

currently

available

to

management.

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.

Factors

that

may

cause

actual

results

to

differ

are

often

presented

with

the

forward-looking

statements

themselves.

Other

factors

that

could

cause

actual

results

to

differ

materially

from

those

contemplated

in

any

forward-looking

statements

made

by

us

herein

are

discussed

in

Item

1.

Financial

Statements—Note

8.

Commitments

and

Contingent

Liabilities,

Item

2.

Management’s

Discussion

and

Analysis

of

Financial

Condition

and

Results

of

Operations,

and

other

factors

discussed

in

filings

we

make

with

the

United

States

Securities

and

Exchange

Commission

(SEC).

These

factors

include,

but

are

not

limited

to:

•

adverse

changes

in

the

demand

for

or

the

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 risks,

•

availability

of

capital

and

credit

at

commercially

reasonable

terms

and

conditions

and

our

ability

to

meet

cash

needs,

•

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,

•

any

equipment

failures,

accidents,

severe

weather

events

or

other

incidents

that

impact

our

ability

to

provide

safe

and

reliable

service

to

our

customers,

and

any

inability

to

sufficiently

obtain

coverage

or

recover

proceeds

of

insurance

on

such

matters,

•

increase

in

competition

in

energy

supply

markets

as

well

as

competition

for

certain

rate-based

transmission

projects,

•

any

inability

to

realize

anticipated

tax

benefits

or

retain

tax

credits,

•

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

funding

requirements,

and

•

changes

in

technology

and

customer

usage

patterns.

All

of

the

forward-looking

statements

made

in

this

report

are

qualified

by

these

cautionary

statements

and

we

cannot

assure

you

that

the

results

or

developments

anticipated

by

management

will

be

realized

or

even

if

realized,

will

have

the

expected

consequences

to,

or

effects

on,

us

or

our

business

prospects,

financial

condition

or

results

of

operations.

Readers

are

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements

in

making

any

investment

decision.

Forward-looking

statements

made

in

this

report

apply

only

as

of

the

date

of

this

report.

While

we

may

elect

to

update

forward-looking

statements

from

time

to

time,

we

specifically

disclaim

any

obligation

to

do

so,

even

if

internal

estimates

change,

unless

otherwise

required

by

applicable

securities

laws.

The

forward-looking

statements

contained

in

this

report

are

intended

to

qualify

for

the

safe

harbor

provisions

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended.

GAAP Disclaimer

PSEG presents Operating Earnings in addition to its Income from Continuing

Operations/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.

3

Maintaining 2013 operating earnings guidance

PSEG Operating Earnings

$ Millions (except EPS)

2013E

PSEG Power

$535 -

$600

PSE&G

$580 -

$635

PSEG Energy Holdings/Parent

$25 -

$35

Operating Earnings

$1,140 -

$1,270

2013 Earnings Guidance

$2.25

-

$2.50

E = ESTIMATE

89