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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number						Name of Registrant, Address, and Telephone Number												State or other jurisdiction of Incorporation						I.R.S. Employer Identification Number
001-09120						Public Service Enterprise Group Incorporated												New Jersey						22-2625848
						80 Park Plaza
						Newark,			New Jersey			07102
						973			430-7000
001-00973						Public Service Electric and Gas Company												New Jersey						22-1212800
						80 Park Plaza
						Newark,			New Jersey			07102
						973			430-7000
001-34232						PSEG Power LLC												Delaware						22-3663480
						80 Park Plaza
						Newark,			New Jersey			07102
						973			430-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class						Trading Symbol(s)						Name of Each Exchange On Which Registered
Public Service Enterprise Group Incorporated
Common Stock without par value						PEG						New York Stock Exchange
Public Service Electric and Gas Company
9.25% First and Refunding Mortgage Bonds, Series CC, due 2021						PEG21						New York Stock Exchange
8.00% First and Refunding Mortgage Bonds, due 2037						PEG37D						New York Stock Exchange
5.00% First and Refunding Mortgage Bonds, due 2037						PEG37J						New York Stock Exchange
PSEG Power LLC
8.625% Senior Notes, due 2031						PEG31						New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark whether each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Public Service Enterprise Group Incorporated			☒			Yes			☐			No
Public Service Electric and Gas Company			☒			Yes			☐			No
PSEG Power LLC			☐			Yes			☒			No

Indicate by check mark if each of the registrants is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files) . ☒ Yes ☐ No

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Public Service Enterprise Group Incorporated			Large Accelerated Filer			☒			Accelerated Filer			☐			Non-accelerated Filer			☐			Smaller reporting company			☐			Emerging growth company			☐
Public Service Electric and Gas Company			Large Accelerated Filer			☐			Accelerated Filer			☐			Non-accelerated Filer			☒			Smaller reporting company			☐			Emerging growth company			☐
PSEG Power LLC			Large Accelerated Filer			☐			Accelerated Filer			☐			Non-accelerated Filer			☒			Smaller reporting company			☐			Emerging growth company			☐

If any of the registrants is an emerging growth company, indicate by check mark if such registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether each of the registrants has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared and issued its audit report.

Public Service Enterprise Group Incorporated						☒
Public Service Electric and Gas Company						☐
PSEG Power LLC						☐

Indicate by check mark whether any of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The aggregate market value of the Common Stock of Public Service Enterprise Group Incorporated held by non-affiliates as of June 30, 2020 was $24,648,067,675 based upon the New York Stock Exchange Composite Transaction closing price.

The number of shares outstanding of Public Service Enterprise Group Incorporated’s sole class of Common Stock as of February 19, 2021 was 505,093,089.

As of February 19, 2021, Public Service Electric and Gas Company had issued and outstanding 132,450,344 shares of Common Stock, without nominal or par value, all of which were held, beneficially and of record, by Public Service Enterprise Group Incorporated.

Public Service Electric and Gas Company and PSEG Power LLC are wholly owned subsidiaries of Public Service Enterprise Group Incorporated and each meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K. Each is filing its Annual Report on Form 10-K with the reduced disclosure format authorized by General Instruction I.

DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K of Public Service Enterprise Group Incorporated						Documents Incorporated by Reference
III						Portions of the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated, which definitive Proxy Statement is expected to be filed with the Securities and Exchange Commission on or about March 15, 2021, as specified herein.

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TABLE OF CONTENTS

						Page
FORWARD-LOOKING STATEMENTS						iii
FILING FORMAT						1
WHERE TO FIND MORE INFORMATION						1
PART I
Item 1.			Business			1
			Regulatory Issues			12
			Environmental Matters			18
			Information About Our Executive Officers (PSEG)			21
Item 1A.			Risk Factors			22
Item 1B.			Unresolved Staff Comments			34
Item 2.			Properties			34
Item 3.			Legal Proceedings			35
Item 4.			Mine Safety Disclosures			35
PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			36
Item 6.			Selected Financial Data			37
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
			Executive Overview of 2020 and Future Outlook			38
			Results of Operations			46
			Liquidity and Capital Resources			51
			Capital Requirements			55
			Off-Balance Sheet Arrangements			57
			Critical Accounting Estimates			57
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			61
Item 8.			Financial Statements and Supplementary Data			63
			Report of Independent Registered Public Accounting Firm			64
			Consolidated Financial Statements			74
			Notes to Consolidated Financial Statements
			Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies			92
			Note 2. Recent Accounting Standards			97
			Note 3. Revenues			100
			Note 4. Early Plant Retirements/Asset Dispositions			105
			Note 5. Variable Interest Entity (VIE)			106
			Note 6. Property, Plant and Equipment and Jointly-Owned Facilities			107
			Note 7. Regulatory Assets and Liabilities			108
			Note 8. Leases			114
			Note 9. Long-Term Investments			117
			Note 10. Financing Receivables			118
			Note 11. Trust Investments			119
			Note 12. Goodwill and Other Intangibles			125
			Note 13. Asset Retirement Obligations (AROs)			126
			Note 14. Pension, Other Postretirement Benefits (OPEB) and Savings Plans			127
			Note 15. Commitments and Contingent Liabilities			136
			Note 16. Debt and Credit Facilities			143
			Note 17. Schedule of Consolidated Capital Stock			148

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			TABLE OF CONTENTS **(**continued)
			Note 18. Financial Risk Management Activities			148
			Note 19. Fair Value Measurements			153
			Note 20. Stock Based Compensation			158
			Note 21. Other Income (Deductions)			162
			Note 22. Income Taxes			163
			Note 23. Accumulated Other Comprehensive Income (Loss), Net of Tax			172
			Note 24. Earnings Per Share (EPS) and Dividends			177
			Note 25. Financial Information by Business Segment			178
			Note 26. Related-Party Transactions			180
Item 9.			Changes In and Disagreements With Accountants on Accounting and Financial Disclosure			182
Item 9A.			Controls and Procedures			182
Item 9B.			Other Information			182
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			187
Item 11.			Executive Compensation			188
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			188
Item 13.			Certain Relationships and Related Transactions, and Director Independence			188
Item 14.			Principal Accounting Fees and Services			188
PART IV
Item 15.			Exhibits, Financial Statement Schedules			189
			Schedule II - Valuation and Qualifying Accounts			195
			Signatures			196

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FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this report 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 Item 1A. Risk Factors, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), Item 8. Financial Statements and Supplementary Data—Note 15. Commitments and Contingent Liabilities, and other filings we make with the United States Securities and Exchange Commission (SEC), including our subsequent reports on Form 10-Q and Form 8-K. These factors include, but are not limited to:

• any inability to successfully develop, obtain regulatory approval for, or construct generation, transmission and distribution projects;

• lack of growth or slower growth in the number of customers or the failure of our Conservation Incentive Program to fully address a decline in customer demand;

• any equipment failures, accidents, severe weather events, acts of war or terrorism or other incidents, including pandemics such as the ongoing coronavirus pandemic, that may impact our ability to provide safe and reliable service to our customers;

• any inability to recover the carrying amount of our long-lived assets;

• any inability to maintain sufficient liquidity;

• the impact of cybersecurity attacks or intrusions;

• the impact of the ongoing coronavirus pandemic;

• the impact of our covenants in our debt instruments on our operations;

• adverse performance of our nuclear decommissioning and defined benefit plan trust fund investments and changes in funding requirements;

• risks associated with the timeline and ultimate outcome of our exploration of strategic alternatives relating to PSEG Power’s non-nuclear generating fleet;

• the failure to complete, or delays in completing, our proposed investment in the Ocean Wind offshore wind project, or following the completion of our initial investment in the project, the failure to realize the anticipated strategic and financial benefits of the project;

• fluctuations in wholesale power and natural gas markets, including the potential impacts on the economic viability of our generation units;

• our ability to obtain adequate fuel supply;

• market risks impacting the operation of our generating stations;

• changes in technology related to energy generation, distribution and consumption and changes in customer usage patterns;

• third-party credit risk relating to our sale of generation output and purchase of fuel;

• any inability of PSEG Power to meet its commitments under forward sale obligations;

• reliance on transmission facilities to maintain adequate transmission capacity for our power generation fleet;

• the impact of changes in state and federal legislation and regulations on our business, including PSE&G’s ability to recover costs and earn returns on authorized investments;

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• PSE&G’s proposed investment programs may not be fully approved by regulators and its capital investment may be lower than planned;

• the impact if our New Jersey nuclear plants are not awarded Zero Emission Certificates (ZECs) in future periods, or the current or subsequent ZEC program period is materially adversely modified through legal proceedings;

• adverse changes in energy industry laws, policies and regulations, including market structures and transmission planning;

• risks associated with our ownership and operation of nuclear facilities, including regulatory risks, such as compliance with the Atomic Energy Act and trade control, environmental and other regulations, as well as financial, environmental and health and safety risks;

• changes in federal and state environmental regulations and enforcement; and

• delays in receipt of, or an inability to receive, necessary licenses and permits.

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, results of operations or cash flows. 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 in light of new information or future events, 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.

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FILING FORMAT

This combined Annual Report on Form 10-K is separately filed by Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G) and PSEG Power LLC (PSEG Power). Information relating to any individual company is filed by such company on its own behalf. PSE&G and PSEG Power are each only responsible for information about itself and its subsidiaries.

Discussions throughout the document refer to PSEG and its direct operating subsidiaries, PSE&G and PSEG Power. Depending on the context of each section, references to “we,” “us,” and “our” relate to PSEG or to the specific company or companies being discussed.

WHERE TO FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain our filed documents from commercial document retrieval services, the SEC’s internet website at www.sec.gov or our website at investor.pseg.com. Information on our website should not be deemed incorporated into or as a part of this report. Our Common Stock is listed on the New York Stock Exchange under the trading symbol PEG. You can obtain information about us at the offices of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.

PART I