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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, 2021

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

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
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

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

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

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

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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			☐

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						☐

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, 2021 was $29,934,856,297 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 18, 2022 was 502,077,935.

As of February 18, 2022, 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 is a wholly owned subsidiary of Public Service Enterprise Group Incorporated and meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K. Public Service Electric and Gas Company 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 2022 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 10, 2022, 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
			Operations and Strategy			2
			Competitive Environment			9
			Human Capital Management			10
			Regulatory Issues			12
			Environmental Matters			18
			Information About Our Executive Officers (PSEG)			21
Item 1A.			Risk Factors			22
Item 1B.			Unresolved Staff Comments			35
Item 2.			Properties			35
Item 3.			Legal Proceedings			36
Item 4.			Mine Safety Disclosures			36
PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			37
Item 6.			[Reserved]			38
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
			Executive Overview of 2021 and Future Outlook			39
			Results of Operations			48
			Liquidity and Capital Resources			53
			Capital Requirements			57
			Critical Accounting Estimates			59
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			63
Item 8.			Financial Statements and Supplementary Data			64
			Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)			65
			Consolidated Financial Statements			70
			Notes to Consolidated Financial Statements
			Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies			82
			Note 2. Recent Accounting Standards			88
			Note 3. Revenues			89
			Note 4. Early Plant Retirements/Asset Dispositions and Impairments			94
			Note 5. Variable Interest Entities (VIEs)			96
			Note 6. Property, Plant and Equipment and Jointly-Owned Facilities			97
			Note 7. Regulatory Assets and Liabilities			98
			Note 8. Leases			104
			Note 9. Long-Term Investments			107
			Note 10. Financing Receivables			108
			Note 11. Trust Investments			109
			Note 12. Intangibles			115
			Note 13. Asset Retirement Obligations (AROs)			116
			Note 14. Pension, Other Postretirement Benefits (OPEB) and Savings Plans			117

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			TABLE OF CONTENTS **(**continued)
			Note 15. Commitments and Contingent Liabilities			126
			Note 16. Debt and Credit Facilities			133
			Note 17. Schedule of Consolidated Capital Stock			138
			Note 18. Financial Risk Management Activities			138
			Note 19. Fair Value Measurements			143
			Note 20. Stock Based Compensation			146
			Note 21. Other Income (Deductions)			150
			Note 22. Income Taxes			151
			Note 23. Accumulated Other Comprehensive Income (Loss), Net of Tax			157
			Note 24. Earnings Per Share (EPS) and Dividends			159
			Note 25. Financial Information by Business Segment			160
			Note 26. Related-Party Transactions			163
Item 9.			Changes In and Disagreements With Accountants on Accounting and Financial Disclosure			164
Item 9A.			Controls and Procedures			164
Item 9B.			Other Information			164
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			164
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			168
Item 11.			Executive Compensation			169
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			169
Item 13.			Certain Relationships and Related Transactions, and Director Independence			169
Item 14.			Principal Accountant Fees and Services			169
PART IV
Item 15.			Exhibits, Financial Statement Schedules			170
			Schedule II - Valuation and Qualifying Accounts			175
			Signatures			176

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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 transmission and distribution, and solar and wind generation projects;

• the physical, financial and transition risks related to climate change, including risks relating to potentially increased legislative and regulatory burdens, changing customer preferences and lawsuits;

• any equipment failures, accidents, critical operating technology or business system failures, severe weather events, acts of war, terrorism, sabotage, cyberattack 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;

• disruptions or cost increases in our supply chain, including labor shortages;

• any inability to maintain sufficient liquidity or access sufficient capital on commercially reasonable terms;

• the impact of cybersecurity attacks or intrusions or other disruptions to our information technology, operational or other systems;

• the impact of the ongoing coronavirus pandemic;

• failure to attract and retain a qualified workforce;

• inflation, including increases in the costs of equipment, materials, fuel and labor;

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

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

• the failure to complete, or delays in completing, the Ocean Wind offshore wind project and the failure to realize the anticipated strategic and financial benefits of this 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 absence of a long-term legislative or other solution for our New Jersey nuclear plants that sufficiently values them for their carbon-free, fuel diversity and resilience attributes, or the impact of the current or subsequent payments for such attributes being materially adversely modified through legal proceedings;

• adverse changes in and non-compliance with energy industry laws, policies, regulations and standards, including market structures and transmission planning and transmission returns;

• risks associated with our ownership and operation of nuclear facilities, including increased nuclear fuel storage costs, 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 laws and regulations and enforcement;

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

• changes in tax laws and regulations.

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.

In August 2021, PSEG entered into two agreements to sell PSEG Power’s 6,750 MW fossil generating portfolio to newly formed subsidiaries of ArcLight Energy Partners Fund VII, L.P., a fund controlled by ArcLight Capital Partners, LLC. In February 2022, PSEG completed the sale of this fossil generating portfolio. As a result, risks highlighted in these forward-looking statements that relate solely to this 6,750 MW fossil generating portfolio, except for those related to certain assets and liabilities excluded from the sale transactions, primarily for obligations under environmental regulations, including possible remediation obligations under the New Jersey Industrial Site Recovery Act and the Connecticut Transfer Act, are no longer relevant to our business.

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) and Public Service Electric and Gas Company (PSE&G). Information relating to any individual company is filed by such company on its own behalf. PSE&G is only responsible for information about itself and its subsidiaries.

Discussions throughout the document refer to PSEG and its direct operating subsidiaries. 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