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 22, 2014

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 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 April 22, 2014, PSEG is participating in Barclays 2014 Chicago Energy CFO Corporate Day in Chicago, Illinois. 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: April 22, 2014

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 22, 2014

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 22, 2014

5

EX-99

Forward-Looking Statement

2

Certain of the matters discussed in this communication about our and our subsidiaries’

future performance, including, without limitation, future revenues, earnings, strategies,

prospects, consequences and all other statements that are not purely historical

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 filings we make with the United States Securities and Exchange

Commission (SEC), including our Annual Report  on Form 10-K and subsequent reports

on Form 10-Q and Form 8-K and available on our website: http://www.pseg.com. 

These factors include, but are not limited to:

•

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,

•

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,

•

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 obtain sufficient coverage or recover proceeds of insurance with respect

to such events,

•

cybersecurity attacks or intrusions that could adversely impact our businesses,

•

increases in competition in energy supply markets as well as competition from

certain 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, such as distributed generation and micro grids, and greater

reliance on these technologies and changes in customer behaviors,  including

energy efficiency, net metering and demand response.

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.

•

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,

EXHIBIT 99

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 Income from Continuing

Operations/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.

Slide

A

at

the

end

of

this

presentation

includes

a

list

of

items

excluded

from

Income from Continuing Operations/Net Income to reconcile to Operating

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

slides where the

non-GAAP information appears.

3

Operating Earnings Guidance

Building on the successful implementation of our strategy

S E E   S L I D E   A   F O R   I T E M S   E X C L U D E D   F R O M   I N C O M E   F R O M   C O N T I N U I N G  

O

P

E

R

A

T

I

O

N

S

/

N

E

T

I

N

C

O

M

E

T

O

R

E

C

O

N

C

I

L

E

T

O

O

P

E

R

A

T

I

N

G

E

A

R

N

I

N

G

S

.

E

=

E

S

T

I

M

A

T

E

.

$2.44

$2.58

$2.55

-

$2.75E

2012

2013

2014 Guidance

8

Operating Earnings Mix 

Long term investment program has driven increased earnings

contribution from stable, regulated business

* S E E   S L I D E   A   F O R   I T E M S   E X C L U D E D   F R O M   I N C O M E   F R O M   C O N T I N U I N G   O P E R A T I O N S /

N E T   I N C O M E   T O   R E C O N C I L E   T O   O P E R A T I N G   E A R N I N G S ;   D I S C O N T I N U E D   O P E R A T I O N S   R E F L E C T

T

E

X

A

S

.

E

=

E

S

T

I

M

A

T

E

*

*

2

0

1

4

P

E

R

C

E

N

T

S

U

S

E

M

I

D

P

O

I

N

T

O

F

E

A

R

N

I

N

G

S

G

U

I

D

A

N

C

E

.

Power’s

diverse

fuel

mix

and dispatch flexibility

continues to generate

earnings and free cash flow

PSE&G’s

investment in

transmission has

diversified its asset base

and, coupled with other

investments

and cost controls,

supported compound

annual earnings growth of

~18% over  2009 –

2013

Operating Earnings* Contribution by Subsidiary (%)

PSE&G

Power

Other

$2.44

$2.58

$2.55 -

$2.75E

$3.12

$2.74

$3.09

20%

27%

38%

43%

47%

54%

76%

69%

62%

54%

54%

43%

2009

2010

2011

2012

2013

2014E**

9

PSE&G’s 2014 operating earnings

to benefit from increased investment in transmission and

on-going cost control

E=ESTIMATE

45

*SEE SLIDE A FOR ITEMS EXCLUDED FROM INCOME FROM CONTINUING OPERATIONS/NET INCOME TO

RECONCILE TO OPERATING EARNINGS.

Improving Operating Earnings

and increased contribution from PSE&G

PSEG Operating Earnings

$ Millions (except EPS)

2012

2013

2014E

PSE&G

$528

$612

$705 -

$745

PSEG Power

$663

$710

$550 -

$610

Other

$45

($13)

$35 -

$40

Operating Earnings*

$1,236

$1,309

$1,290 -

$1,395

Operating EPS*

$2.44

$2.58

$2.55 -

$2.75

Regulated % of Earnings

43%

47%

53%  -

55%

*SEE SLIDE A FOR ITEMS EXCLUDED FROM INCOME FROM CONTINUING OPERATIONS/NET

INCOME TO RECONCILE TO OPERATING EARNINGS.

NOTE: 2012 OPERATING EARNINGS RE-STATED FOR TRANSFER OF ASSETS FROM PSEG HOLDINGS TO PSEG POWER.

E=ESTIMATE.

102

A

Items Excluded from Income from Continuing

Operations/Net Income 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.

(a)

Includes the financial impact from positions with forward delivery months.

2013

2012

2011

2010

2009

2008

Operating Earnings

1,309

$     

1,236

$  

1,389

$  

1,584

$    

1,567

$  

1,478

$  

Gain (Loss) on Nuclear Decommissioning Trust (NDT)

Fund Related Activity (PSEG Power)

40

52

50

46

9

(71)

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

(a)

(PSEG Power)

(74)

(10)

107

(1)

(11)

14

Lease Transaction Activity (Energy Holdings)

-

36

(173)

-

29

(490)

Storm O&M (PSEG Power)

(32)

(39)

-

-

-

-

Market Transition Charge Refund (PSE&G)

-

-

-

(72)

-

-

Gain (Loss) on Asset Sales and Impairments (Energy Holdings)

-

-

34

-

-

(13)

Income from Continuing Operations

1,243

$     

1,275

$  

1,407

$  

1,557

$    

1,594

$  

918

$     

Discontinued Operations

-

-

96

7

(2)

270

Net Income

1,243

$     

1,275

$  

1,503

$  

1,564

$    

1,592

$  

1,188

$  

Fully Diluted Average Shares Outstanding (in Millions)

508

507

507

507

507

508

Operating Earnings

2.58

$       

2.44

$    

2.74

$    

3.12

$      

3.09

$    

2.91

$    

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

0.08

0.10

0.10

0.09

0.02

(0.14)

Gain (Loss) on MTM

(a)

(PSEG Power)

(0.14)

(0.02)

0.21

-

(0.02)

0.03

Lease Transaction Activity (Energy Holdings)

-

0.07

(0.34)

-

0.05

(0.96)

Storm O&M (PSEG Power)

(0.07)

(0.08)

-

-

-

-

Market Transition Charge Refund (PSE&G)

-

-

-

(0.14)

-

-

Gain (Loss) on Asset Sales and Impairments (Energy Holdings)

-

-

0.06

-

-

(0.03)

Income from Continuing Operations

2.45

$       

2.51

$    

2.77

$    

3.07

$      

3.14

$    

1.81

$    

Discontinued Operations

-

-

0.19

0.01

-

0.53

Net Income

2.45

$       

2.51

$    

2.96

$    

3.08

$      

3.14

$    

2.34

$    

For the Year Ended

December 31,

(Unaudited)

Reconciling Items, net of tax

Earnings

Impact

($

Millions)

Per

Share

Impact

(Diluted)

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED