Kathleen Lally -- VP, IR Ralph Izzo -- Chairman, President and CEO Caroline Dorsa -- EVP and CFO

Dan Eggers – Credit Suisse Greg Gordon – Morgan Stanley Paul Patterson -- Glenrock Associates Kit Konolige -- Soleil Jonathan Arnold -- Deutsche Bank Ashar Khan -- Incremental Capital Andrew Levi – Incremental Capital David Frank -- Catapult Angie Storozynski -- Macquarie Capital Neil Kalton -- Wells Fargo Securities Paul Fremont -- Jeffries Travis Miller -- Morningstar

Ladies and gentlemen, thank you for standing by. My name is Angela, and I am your event operator today. I would like to welcome everyone to today’s conference, Public Service Enterprise Group third quarter earnings conference call and webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session for members of the financial community. (Operator instructions) As a reminder, this conference is being recorded Wednesday, October 28th, 2009 and will be available for telephone replay, beginning at 1 O’clock PM Eastern today until 11:59 PM Eastern on November 6th, 2009. It will also be available as an audio webcast on PSEG's corporate Website at www.pseg.com. I would now like to turn the conference over to Kathleen Lally. Please go ahead.

Thank you operator. Thank you Angela. Good morning everyone. Thank you for participating in our call this morning. As you are aware, we released our third quarter 2009 earnings earlier today. The release and attachments are posted on our Website as mentioned, www.pseg.com under the Investors section. We also posted a series of slides that detail operating results by company for the quarter. Our 10-Q for the period ended September 30th, 2009 is expected to be filed in the next few days. I am not going to read the full disclaimer statement or the comments we have on the difference between operating earnings and GAAP results, but I do ask that you read those comments contained in our slides and on our Website. The disclaimer statement regards forward-looking statements, detailing the number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements, and although we may elect to update forward-looking statements from time-to-time, we specifically disclaim any obligation to do so even if our estimate changes unless required by applicable securities laws. We also present a commentary with regard to the difference between operating earnings and net income reported in accordance with Generally Accepted Accounting Principles in the United States. PSEG believes that the non-GAAP financial measure of operating earnings provides a consistent and comparable measure of performance of metrics to help shareholders understand performance trends. I would now like to turn the call over to Ralph Izzo, Chairman, President and Chief Executive Officer of Public Service Enterprise Group. Ralph is participating in the call today from our DC office. He’s scheduled to testify later today before the Senate Environment and Public Works Committee on climate change legislation. Joining Ralph on the call is Caroline Dorsa, Executive Vice President and Chief Financial Officer. At the conclusion of their remarks, there will be time for your questions. We do ask that you limit yourself to one question and one follow-up. Thank you. I will now turn the call over to Ralph.

Thank you Kathleen, and thank you everyone for joining us today on this call. Earlier this morning, we did report operating earnings for the third quarter of 2009 of $0.92 per share versus operating earnings of $0.94 per share reported during the year-ago period. Our operating results both in the current and prior-year excluded the impact on earnings from any change in the value of our Nuclear Decommissioning Trust as well as mark-to-market accounting related adjustments. Including both of these would yield income from continuing operations of $0.96 per share for the third quarter of 2009 compared to $0.94 per share earned last year. Now, to risk of stating the obvious, operating conditions in the third quarter were quite challenging. A weak economy included of normal weather conditions reduced the demand for energy and resulted in lower power crisis. The effect on our results was largely offset by strong performance from our nuclear fleet and lower fuel costs. The dispatch flexibility of our generating portfolio continued to be evident during the quarter as generation from our combined cycle gas fleet displaced higher cost of coal. Results also benefited from the efforts of our workforce to control costs while maintaining reliability. In fact, I am pleased to say that PSE&G, our regulated utility has won the National Reliability One Award for 2009, the fourth year in the past five years that PSE&G has been honored for the quality of its service. Also during the quarter, we continued to sharpen the business focus of PSEG Energy Holdings. We successfully terminated an additional 3 leases in our cross-border of leveraged lease portfolio. Since December of 2008, we have terminated 11 of 18 cross-border leases. These terminations have reduced the tax risk we face by $525 million. We consider a recent court decision in favor of another taxpayer with a similar lease portfolio, a positive development in the on-going management of our lease exposure. Further improvement in business focus was achieved by holdings transferring its 2,000 megawatts of gas-fired generating assets in Texas to PSEG Power. This was effective October 1. The transfer followed the successful exchange of power debt for holdings debt which took place in the third quarter. Power has been the operator of these units and now will have financial control of the portfolio. PSEG Energy Holdings business plan will emphasize the investment potential for renewable energy. We will be investing $100 million in solar, working to develop a 350-megawatt wind farm off the coast of Southern New Jersey and promoting compressed air energy storage to improve the generating efficiency of existing fossil station. PSE&G has started to deploy capital associated with the $1.4 billion of energy programs approved by the State of New Jersey earlier this year. You may recall these programs were designed to reduce carbon and create jobs through the delivery of energy efficiency benefits to our customers, the installation of 80 megawatts of solar generation, and improvements in our energy delivery infrastructure. These investments in addition to other corporate-wide efforts will help PSEG meet a new carbon reduction target. We intend to reduce our 2005 carbon footprint 25% by 2025. We have met and exceeded aggressive targets we set for ourselves in the past. While this target is technically achievable, it will require support of public policy to be economically feasible for our customers and our shareholders. PSEG’s commitment to a low carbon business strategy has greatly enhanced our credibility as active participants in the debate at the national level, as Congress considered action on bills that could reshape the nation’s approach to energy policy. It is important to get these rules right. An established climate change policy at the national level with clear objectives would provide the blueprint we and others need to make disciplined investments. I can assure you that we are working hard to create value for our shareholders. We are focusing on programs to improve operating efficiency, taking advantage of opportunities in full requirement auctions within PJM that offer premium pricing to the market. We are increasing our capital investment in areas that provide good risk-adjusted returns and we are focused on maintaining our capital strength. We are maintaining our 2009 earnings guidance of $3.00 to $3.25 per share. However, as you may recall from our second quarter earnings call and as borne out in our third quarter earnings, the decline in demand experienced thus far will further challenge our ability to meet the upper end of that range. I am not pleased to turn the call over to Caroline Dorsa who will discuss the quarter in greater detail.

Thank you Ralph and good morning. Good morning everyone. As Ralph just said, PSEG reported third quarter 2009 operating earnings of $0.92 per share versus $0.94 per share in last year’s third quarter. Just to remind you, our operating earnings exclude the impact of any changes in value of our NDT investments and obligations as well as other charges related to decommissioning, and any changes in the value of any transactions that don’t qualify for hedge accounting, i.e., their mark-to-market. The prior-year number has also been adjusted to be on the same basis to make comparisons easy to follow. Slide 4 provides a reconciliation of operating income, income from continuing operations and net income for the quarter. As you can see on slide 10, PSEG Power provides the largest contributions to earnings. Power reported operating earnings of $0.67 per share compared with $0.71 per share last year. PSE&G reported operating earnings of $0.17 per share compared to $0.19 per share last year. PSEG Energy Holdings reported operating earnings of $0.04 per share compared with $0.05 per share a year ago. The parent company reported earnings of $0.04 per share compared with a loss of $0.01 per share a year ago. We have provided you with a waterfall chart on slide 12 that takes us through the net changes from quarter-over-quarter operating results by major business. But let me now review each company in more detail, starting with PSEG Power. As shown on slide 14, PSEG Power reported operating earnings for the third quarter of $0.67 per share compared with $0.71 per share a year ago. The operating environment in the quarter was very challenging given the weak economy of normally cool weather, which you will recall we commented on in our second quarter earnings call, and low power crisis. As a result, Power’s results in the third quarter were hurt by an overall decline in demand, which reduced year-over-year earnings by an estimated $0.08 per share. Results were also hurt by a migration of customers away from the BGS full requirement contract in a period of very low commodity pricing. We estimate customer migration reduced earnings by about $0.04 per share. The decline in pricing was partially offset by reduced costs associated with an increase in production from our nuclear fleet as well as a decline in the cost of gas. A decline in cost of solar on lower production benefited year-over-year earnings by $0.05 per share. A decline in operating and maintenance expense improved earnings comparisons by $0.03 per share in this quarter, and the results in the quarter were also aided by a decline in financing costs of $0.01 a share. As you can see on page 16, Generation declined by 10% in the quarter. The decline in production occurred at our fossil facilities. Our nuclear fleet operated at a capacity factor of 94.6% during the third quarter, bringing the capacity factor for the nine months ended September 30th to 93.8%, which compares favorably to the 93.1% for the first nine months of 2008. Salem 2 completed a 515-day run before entering a refueling outage earlier this month, a record for this station. The increase in production from nuclear coupled with the decline in production from our fossil fleet, especially coal as you can see on page 16, resulted in nuclear generation supplying about 56% of Power’s generation in the third quarter compared with 49% in the year-ago quarter. Low prices and a decline in the cost of gas resulted in displacement of coal-fired generations by our combined cycle fleet, a similar result as second quarter. Our inventory of coal has increased given the decline in production from our coal-fired facilities. We are taking advantage of the flexibility built into our coal contracts to reduce coal shipments that we don’t require over the near-to-intermediate term. During the quarter, we incurred approximately $16 million of expense to cancel coal shipments, which we felt was the right decision, considering all in economics which we always do. The improvement in power prices in the past month has supported the operation of our coal-fired facilities. Our current supply of coal as well as the completion of backend technology work at Mercer and Hudson will provide us with added flexibility regarding our coal supply beyond 2010. As you saw in the second quarter, our gross margin per megawatt hour of production increased during the quarter, this quarter to $64 per megawatt hour from $61 per megawatt hour in last year’s third quarter. The increase is the result of higher levels of nuclear generation and increase in nuclear as a percent of total generation as well as the lower cost of gas. These factors together with re-contracting of the fleet allow the generating assets rotated within the PJM market to maintain their contribution to Power’s total dollar gross margin on a year-over-year basis, fully offsetting the impact on income from the decline in demand and customer migration. The contribution from the New England assets declined year-over-year as a result of high-cost coal and low pricing, and a decline in spark spreads more than offset an increase in production from the gas-fired facilities in New York. On the contracting side, we have active participants in full requirements auctions that have taken place in surrounding markets within PJM. These auctions have allowed us to secure contracts at attractive margins. The markets we believe have gone to an evolution in the pricing of load products. Risk is more appropriately priced into the market today than in the past. Pricing reflects capital risk as well as the risk associated with time, volume, and product. It is not just credit risk. Our baseload production is fully hedged for the remainder of this year. Approximately 80% to 90% of our baseload coal in nuclear production is hedged for 2010, and about 45% to 50% of 2011’s production is hedged. This is in keeping with our normal practice of hedging our products over a three-year period. Power’s gross margins for the full year are benefiting from higher contracted prices, a decline in fuel costs, and stronger performance from the nuclear fleet than originally forecasted. Based on performance of the nuclear fleet during the first nine months for the year, we estimate that fleet’s full-year capacity factor could advance to 92% to 93% versus the forecast of capacity factor of 91% to 92%, and similar to 2008’s capacity factor of 92.6%. The improvement in the gross margin rate as well as tight control of Power’s operating expenses is expected to offset a forecasted decline in fossil generation for the full year. Power’s O&M declined 9.6% during the third quarter and 1.5% for the nine months ended September 30th, despite an increase in pension expense. The reduction in O&M for the quarter reflects the absence of maintenance work on Hudson in the prior-year third quarter. We expect Power to continue ongoing expense controls. We are maintaining our forecast of Power’s full-year operating earnings of $1.170 billion to $1.245 billion. It’s important to note that Power’s operating results will include the full-year earnings impact of the fourth quarter transfer of the 2000-megawatt gas-fired assets in Texas from Holdings to Power, as well as interest expense in the fourth quarter associated with the newly issued debt resulting from the exchange of Holdings debt. Now, let me turn to the other operating companies. Next, PSE&G. PSE&G reported operating earnings for the third quarter of 2009 of $0.17 per share compared with $0.19 per share for the third quarter of 2008 as shown on slide 21. Electric revenue declined during the quarter by $0.02 per share. The decline was caused primarily by abnormally cool weather conditions and economic conditions. Slide 23 lays out the difference in the number of hours where the average temperature was equal to or greater than 90 degrees in 2009. And as you can see, they were 66% fewer hours over 90 degrees versus normal conditions and less than half the rate of last year. As you can see and as you know if you live here, this was far from a normal summer. The results for the quarter benefited from an increase in transmission revenues effective on October 1st, 2008, of $0.02 per share. This was offset by higher depreciation on increased levels of investment and increase in O&M and lower taxes, which together reduced earnings by $0.02 per share. Electric sales declined 4.5% in the quarter, with sales to the residential sector declining 7.5%. On a weather-normalized basis, we estimate residential electric sales decline by 0.9%. The results for the quarter and year-to-date continue to support a forecast decline in weather-normalized electric sales of 1.5% to 2% for the full year. However, we expect to decline in sales for the full year to be at the upper end of that range. PSE&G continues to demonstrate control of its operating expenses. Excluding an increase in pension expense and expenses associated with regulatory clauses, which as you know are recovered in revenue, operating and maintenance expense is the items that are controllable, were flat year-over-year during the quarter. PSE&G earned an 8.6% return on average consolidated equity for the 12-month period ended September 30th, 2009. The return earned on equity invested in the electric transmission business exceeded 11%, and the return earned on PSE&G’s electric and gas distribution businesses is lower than the level authorized in our last gas rate proceeding and less than the 10.3% overall rate earned in 2008. PSE&G has updated its May 2009 base rate case request with the New Jersey Board of Public Utilities on September 25th to reflect six months of actual results and six months of forecasted results with 2009 as a test year. The filing currently reflects an increase in electric and gas revenues totaling $22 million over the original $231 million request. The rate case request will be adjusted in 2010 to reflect actual results for the 12 months ended December 31st of this year. The current schedule would provide for a decision in the first half of 2010. Rate counsel and other participants in the proceeding are expected to file their response to our request on November 19th. Keep in mind, we received immediate recovery of our transmission investments in cost through our FERC-approved transmission formula rates. In accordance with our formula rate protocol, we filed our 2010 annual formula rate update with FERC in October. The update provides for an increase in our 2010 transmission rates for approximately $24 million and it would be effective on January 1. We also anticipate a decision from the BPU on our portion of the Susquehanna to Roseland 750-kV transmission line in early 2010. We are maintaining our forecast of PSE&G’s 2009 operating earnings at $315 million to $335 million. The forecast continues to reflect an increase in pension expense for the full year as well as higher levels of depreciation expense. Let me now turn to Energy Holdings. PSEG Energy Holdings reported operating earnings of $0.04 per share versus operating earnings of $0.05 per share during the third quarter of 2008. Holdings’ quarterly earnings comparisons were affected by several items. The operating profit from a generating capacity in Texas declined by $0.02 per share. Although production levels were normal, the decline in energy prices in comparison to very strong prices in the year-ago period was the primary reason for the reduction in operating earnings. Lower pricing more than offset the reduction in operating and maintenance expense and the absence of financing costs following the redemption of the Texas project debt, which we recall we mentioned earlier this year. Earnings comparisons were aided by the recognition of gains on the successful termination of three cross-border leases in the quarter which Ralph mentioned earlier, for $0.03 per share. Total proceeds for the sales were approximately $225 million in the quarter. Results were also improved by a reduction in operation and maintenance expenses and a lower tax rate of about $0.02 per share. During the quarter, 74% of the aggregate principal amount of Energy Holdings 8.5% senior notes due in 2011 for $368 million were exchanged for $404 million of combined cash and newly issued notes from PSEG Power. The $20 million premium, after-tax, was expensed against Holdings’ third quarter operating earnings, of an impact of $0.04 per share. Since December of 2008, we have terminated 11 of our cross-border leases, reducing our cash tax liability by approximately $525 million from a potential liability of $1.3 billion. We mentioned that our net potential tax liability was reduced to $950 million at the end of the second quarter, with the three leases terminated during this quarter on net tax liability expense at $780 million. We believe as we have stated that our terminations are economically advantageous to our shareholders as the total amount of the liability reduction is funded with cash received from the counterparts. In addition, we still have $320 million on deposit with the IRS. As Ralph has indicated, we consider the recent court decision in favor of another taxpayer for the similar lease portfolio to be a positive development in the ongoing management of our lease exposure. Effective October 1st of this year, Holdings transferred the Texas gas-fired assets to Power and the transfer will result in the movement of operating earnings associated with the Texas generating assets from Holdings to Power for the full year. As a result, we are reducing our forecast of Holdings operating income for 2009 to $25 million to $45 million from $40 million to $65 million to reflect the debt premium and the transfer of Texas assets on a full-year basis. Please note that the premium charge against Holdings’ full-year operating earnings is reversed at the parent level, as this transaction was in fact between two wholly-owned subsidiaries. This accounts for the forecast improvement in the full-year results at the parent level as you see on slide 30. To comment on earnings guidance, we are maintaining our full-year 2009 earnings guidance of $3.00 to $3.25 per share. Slide 30 provides a review of operating earnings guidance by subsidiary for the full year and incorporates the changes associated with the asset transfer from Holdings to Power and the debt exchange. As Ralph has indicated, the difficulties encountered in the third quarter increased the challenge to meet the upper end of our guidance. Finally, let me make just a few comments on our financial profile. We have been very active in the past quarter and throughout the year. Our financing activity has reduced our overall cost of debt and simplified our balance sheet. We have redeemed $200 million of debt at the parent company level in the quarter, leaving only $49 million at the parent, which will be redeemed by year-end. We exchanged expensive paper at Holdings for Power debt and cash and we continue to reduce our potential lease related tax liability with the proceeds from the termination of leases. The use of cash for debt reduction lowered our cash balance at the end of the quarter to $130 million from $393 million at midyear. Our balance sheet has been strengthened. The simple calculation of long-term debt to total capitalization has been reduced to 45% from 50% at year-end 2008. Our tax liability is lower than previously forecast, and our internal cash position remains strong. We are now happy to take your questions, and at this point, I will turn it back over to Kathleen to discuss the process for our Q&A. Kathleen?

Thank you Caroline. I would like to remind all of you that we ask that you ask us one question and one follow-up, and if you have further questions to get back in the queue. Also with this call, given the fact that Ralph is in DC and the rest of the team is here in New Jersey, we ask that you direct the questions to Caroline, not that Ralph is unavailable to answer them, but that we will act as referee here from New Jersey in terms of getting your questions answered. Thanks. Operator, if you can queue up the first question?

(Operator instructions) Your first question comes from Dan Eggers from Credit Suisse. Dan Eggers – Credit Suisse: Hi good morning. Caroline, I was wondering if you could talk a little bit to the migration of customers’ comment you made. First of all, I assume that means customer shopping. And then second, the $0.04 impact in the quarter, can you talk about kind of how that has been trending this year and what you guys are doing to prospectively come back to that customer migration trend?

Thanks Dan. Thanks for the questions. Yes. So, relative to migrations, this is a relatively new phenomenon, and while we have been watching it, obviously been something that’s really become material in this last quarter. And I think there’s something to keep in mind that helps explain this. What you have happened this particular summer, we had particularly pricing as you know, and we also had particularly cool weather, which depressed pricing overall. So, we had the commodity price and then the weather related impact on pricing, and of course in BGS, which is where we are seeing the migration from, you have as I am sure you know, a premium price that goes on BGS for the summer. So, because of the disparity between the commodity levels and the impact on pricing from the reduced demand, relative to the pricing of BGS, which had a premium for the summer, that’s really what really caused or provided that headroom or that differential that resulted in the kind of migration that we saw. To point that out because I think it’s important to keep that in mind as we think about migration on a go-forward basis. Those were particularly unusual conditions, the cool weather, the low commodity pricing, the low power pricing with the BGS price that led to that margin and that gap. If you look at where prices are now for example in the market relative to where they were in the summer, and you look at the forward curves, you don’t see that kind of pricing, and of course, you no longer have the BGS differential. So, I think that coming from those sort of historic differential, just something that’s coming more normal even now, even though it’s not like it has been historically. You should factor that into your thinking and certainly we do as we think about migration going forward. It was a particularly unusual period in this summer, and I don’t think we should think of it as a go-forward equivalent rate. Dan Eggers – Credit Suisse: I guess the question that, you know, that amount of load that is going, are those customers coming back now that the three launches over the summer is gone or they staying down at this point in time to the point we should assume some of that, the forward hedges you talked about today might not be as solid over the forward hedges we otherwise would have thought?

Right. Customers who have gone can come back at any time that they want to come back, but keep in mind as those customers leave and they get served by others, we are still generating the power. So, we could be serving some of those customers through our sales of power in the open market and to some of the retailers we think we deal. And keep in mind as the prices come back, as they have since the summer, we will capture those higher prices as we serve those customers whether it’s in the market or when they come back to BGS. So, we have the opportunity to essentially touch the customers with our power through a different channel and not just through BGS. So, you shouldn’t assume that, that complete margin is lost to us on a go-forward basis, because we get that back as you serve them in the market or if they come back to BGS. And as the prices come back, as we have seen them come back, that differential becomes smaller, and of course, our hedges fully reflect migration. Dan Eggers – Credit Suisse: (inaudible) a little bit, are you guys doing anything to try and draw those customers back or try and protect the BGS share, given your stake in the auctions, it’s hard to really try and compete them back?

: Dan Eggers – Credit Suisse: Okay. Thank you.

Your next question comes from Greg Gordon from Morgan Stanley. Greg Gordon – Morgan Stanley: Thank you, good morning.

Good morning Greg. Greg Gordon – Morgan Stanley: At current spark spreads in Texas, can you make money on your Texas plants?

Hi Greg, it’s Caroline. Good morning. Yes, those spark spreads are certainly lower than they were last year as you well know. And that’s been the challenge relative to our performance of the Texas assets versus prior year. But yes, our Texas plants are profitable. Greg Gordon – Morgan Stanley: Thank you.

Next question?

Your next question comes from Paul Patterson with Glenrock Associates. Paul Patterson -- Glenrock Associates: Good morning guys.

Good morning. Paul Patterson -- Glenrock Associates: The fuel cost decline, is there any deferral of fuel expense into the future? I know that you guys took a $16 million hit, I think I heard you say in terms of cancelling contracts, but are there any – is there going to be any impact in future years due to, maybe deferment of higher cost coal contracts, and in that same vein, the Bridgeport Harbor, coal, I felt that’s mentioned, if you could just elaborate a little more on it?

So, first of all, in terms of fuel costs, there is no deferral of any kind of fuel costs into future periods. Everything is matched for the full cost of fuel for the generation that we have in this quarter as it is for every quarter. To the point you raised about the $16 million, the $16 million is the cost that we incurred, that is expensed in this quarter, that relates to the transportation cost for coal shipments that we cancel which we have the option to do under one of our coal contracts. And so, based on the full economics of considering our coal, our stockpiles, our need for coal and the cost to return the coal, we determined that, that was the right all in economics, that’s not deferred, that’s expensed and all of our fuel costs are expensed. Relative to Bridgeport Harbor, that’s where we use the higher priced coal, the Adaro coal that you have heard of speak about, and we will continue to use that coal into the future, although the contract terms change as we go into 2010. Paul Patterson -- Glenrock Associates: Okay. Just to sort of go back, when I mentioned deferral, I am not talking about an actual accounting deferral as what I am really sort of be pulling to is – well we proved with some companies is that they essentially stockpiled the higher cost coal and burn the cheaper coal if you follow me, or they delay delivery of higher cost coal to future time periods and that’s what I meant by that. I want to make sure that I didn’t confuse you with that term deferral. Do you follow me? Did any of that take place?

Yes, I understand what you are saying. No. Let me just articulate how we think about our coal piles. So, we do have a lot of coal in stockpile right now, more than we would normally have, because as you saw from our data of Holdings running this summer, but we don’t have the kind of option that you might be thinking about relative to burning cheaper coal versus burning more expensive coal at a particular location, based on our assets profile, certain assets can only burn certain types of coal. So, at Bridgeport Harbor and at Hudson, we burn the most expensive coal. When those units run, it can only run on the most expensive coal, and in the case of Bridgeport, that will always be the case. In the case of Hudson, at the end of 2010 when backend technology goes live, we will be able to burn some cheaper coal. Same thing for Mercer which burns metallurgical coal, it will also have some opportunities for some different type of metallurgical coal after the backend technology. But it isn’t the case that a single plant can change the type of coal that is burned. So, to put that all together for you, we have inventory stockpiles of our various types of coal. I mean, as those units run that pull those particular coal types with their particular cost, that’s when they run through the P&L. Paul Patterson -- Glenrock Associates: Okay. Thank you.

You are welcome.

Your next question is from Kit Konolige with Soleil. Kit Konolige – Soleil: Good morning.

Good morning. Kit Konolige – Soleil: On your reference to the higher prices that you are seeing in the market, can you give us some color on that, and also some color on your reference to better pricing and of risk in the RFP situations?

Sure. Thanks Kit for those questions. In terms of better pricing that we are seeing in the market, what I am really talking about here is just if you follow the price curves as I am sure you do as we do, and you look at the price curves or the pricing that’s within the markets and assumed in the market when we were in the summertime period versus where we are now, PJM West around the clock, for example, expectations for pricing for the remainder of the year. When you sit in the summertime and now I am just talking without basis of PJM West, you were looking at numbers like $36 per megawatt hour, we see those numbers now up to about $43 or $44 or $45 without the fully in basis and everything else. So, that was really the reference that I was making. In terms of the auctions, we have been participating as Ralph mentioned in his remarks in a number of the options for full requirement provision, something that we know in our experience back from the years we participated in BGS. What we are finding in those auctions as we consider the kind of risks, things that could always happen in the full requirements in terms of the time between now and when you have the provide the power. Some of those as you know have future start date and other risks related to cost of serve and volume amounts as well. In prior auctions, we saw that sometimes those weren’t fully reflected in the prices and sometimes we would win, but now we are actually a little bit more attractive margins, I would say commensurate with the risks that a full requirements provider have to take on. We are pretty comfortable that those economics, which are attracting by the way, more bidders who recognize that versus perhaps some of the bidders who earlier may have underbid and unfortunately for them didn’t profit and may have fold out. But that’s the better functioning market that’s pricing and the risk and providing us with the experience and with the dispatch that we have among our fleet to lock in some potentially good margins that are commensurate with taking on that risk which we think given our experience, we manage relatively well. Kit Konolige – Soleil: And just a follow-up on it, can you put any numbers on that, say in comparison with your realized gross margin that you discussed previously?

No, we really can’t think about it from the perspective of the competitive nature of those auctions, and so I really can’t do that at this time, but I would say that the market is one that we are happy to elbow and participate in. Kit Konolige – Soleil: Okay. Thank you.

Sure. Next question?

Your next question comes from Jonathan Arnold with Deutsche Bank. Jonathan Arnold -- Deutsche Bank: Good morning.

Good morning. Jonathan Arnold -- Deutsche Bank: I just wanted to ask another question on coal commentary, you said that with the recovery in markets, you are starting to see coal run a little bit more. But as we are in the fourth quarter, are you still turning back incremental coal or was that just a third quarter phenomenon?

Right now, we are not turning bad coal any longer. That did happen in the third quarter based on those economic, and yes, as I mentioned earlier, the coal plants are running a little bit more, not up to the kind of normal levels, sort of a little bit more now. So, we think that’s a good augur for the future. Jonathan Arnold -- Deutsche Bank: Thank you. And if I may just – you mentioned the sales forecast now tracking kind of more to the higher end of the range that you had given before, can I ask where are you finding offsets to the additional pressure on sales, and any early thoughts about what kind of sales growth you might expect into 2010 for what you are seeing today?

Sure. So, at the utility, you are talking about the pressures on what we are seeing in sales and that’s weather normalized right, so of course, taking out the excessive cool summer, we had forecast that 1.5% to 2% decline early this year, we are now saying we are probably going to be at the top end because of the pressures that we are seeing. Really, the primary offset for us is continued strong management of operations and maintenance expense, which we are doing. As I mentioned, I think in the remarks, when you adjust for those things that frankly were fixed as we came into this year like pension expense, and adjust for the O&M, that’s fully recovered in clauses, so it’s not really hitting the bottom line. The utility is really managing their O&M on basically a flat basis and considering obviously all of those things that need to be done. Too early to forecast 2010, we are not giving any guidance for 2010 at this time, but as you could well imagine, overall, expense management across all of our businesses is an important thing that we certainly focus on top of the efforts underway. Jonathan Arnold -- Deutsche Bank: Thank you very much.

You are welcome. Next question?

Your next question comes from Ashar Khan with Incremental Capital. Ashar Khan -- Incremental Capital: Hi, my questions have been answered. Thanks.

Thank you. Next question?

Your next question comes from Andrew Levi with Incremental Capital. Andrew Levi -- Incremental Capital: I am good too. Thank you.

Next question?

Next question is from David Frank with Catapult. David Frank – Catapult: Hi, good morning.

Good morning. David Frank – Catapult: Question on the shopping, can you tell us what percent of the BGS retail load is currently shopping, and do you have a forecast for year-end shopping levels?

Currently shopping and currently potential, no, we certainly don’t know. It’s not really something that we see until it actually happens. David Frank – Catapult: Okay. But as of the end of the third quarter maybe?

As of the end of the third quarter and related to what we determined from our $0.04 per share for the quarter, it was approximately 10% of the BGS volume. David Frank – Catapult: Okay. And then one other question, I think every year the BPU looks at making changes to the power procurement process in New Jersey, and at least to this point, I think any changes have been minimal if any, is there any more momentum off late to perhaps change things or what do you think?

Yes, good question, and we have gotten that question a little bit earlier this quarter as well. Every year, the BPU solicits comments from all the parties involved in the BGS auction process to ensure that the process is working most effectively for all the constituents. That’s happening now as it has happened every year. But we don’t have any reason to foresee that anything different would happen to the auction process based on anything that’s happened thus far. So, it’s a normal activity and frankly from our perspective, we are pleased that those things occur on a regular basis, because it continues to reinforce the BGS process which has basically remained essentially unchanged into the start. David Frank – Catapult: Great. Thank you.

Thank you. Next question?

Your next question comes from Angie Storozynski with Macquarie Capital.

Good morning Angie. Good morning. Angie Storozynski -- Macquarie Capital: Hello. I have a question about the IRS liabilities and the comments, decisions, should we expect that, that’s a similar path that your company is going to follow, maybe some lawsuits and no settlements inside?

Thanks for the question. I wouldn’t characterize it that way. I think what we have been doing, we have been very, obviously pleased with the results we have been able to achieve thus far in terminating leases And keep in mind the impact of the termination of the leases with that reduction in our tax exposure from the $1.3 billion, it would have had at the middle of this year if we done nothing to $780 million, at this point $780 million at this point in the year. All of that reduction was funded by the proceeds from the termination. At the same time, we have been in the appeals process discussions with the IRS. So, we actually are pursuing really keeping our options open, which has really helped us in terminating leases, we have taken exposure off the table. We are still in the dialog with the IRS and while the Con Ed case that occurred, it was very favorable with fact-based rulings that are similar to our facts, we frankly just think that gives us more options as we go forward. So, we haven’t yet determined what our final strategy will be. We are very pleased with what we have done so far, and we think of favorable ruling and such an important case for us, you know, another company that looks like this company just gives us more optionality. So, we are going to do what’s best overall for risk reduction and overall economics for our shareholders, but it is too soon to indicate exactly what form that would take, and as we continue to look at lease terminations and other things as well. So, we just think it’s positive development that just helps us and keeps more doors open. Angie Storozynski -- Macquarie Capital: If I may, have you ever considered maybe exploring the competitive retail activities yourselves, that’s the trend that we are seeing with your neighboring states and companies that’s powered through auctions and they may need to retain some of their load by basically luring them into their companies by offering them competitive retail services, is that something that’s company might explore?

As a kind of long term and bigger picture strategy question, I will just ask Ralph, if you want to comment on that?

Sure Caroline. Well, Angie, we actually were in that business about five or six years ago and opted to get out simply because the margins are typically razor thin. Caroline tried to describe earlier and her answer to Dan how unique this particular summer was with the amount of headroom. That doesn’t mean that there isn’t a role for retail third-party suppliers in the future. But it’s a fundamentally different set of skills, fundamentally different set of systems with a whole different profitability picture. So, I would say that in the near term we will continue to make sure that we price BGS properly to reflect the risk. We will work with third-party suppliers to supply them, but you won’t see us jumping into the retail business in the near future. I never say never, but you don’t see us doing it in the near future.

Okay. Thank you Ralph. Next question?

Your next question comes from Neil Kalton with Wells Fargo Securities. Neil Kalton -- Wells Fargo Securities: Good morning.

Good morning. Neil Kalton -- Wells Fargo Securities: I just had a follow-up on the IRS and the lease issue. In the last Q, I think there was a mention that it could be substantial incremental deposits made with the IRS later on this year, how should we think about that now, given you have sold some additional leases, and then does that change with the impact of the Con Ed outcome?

Good question. Let me just sort of backup and mention what’s on deposit now and how that all figures in. So, we have in addition to all what I just mentioned about the overall liability reduction, that brings it down to $780 million sort of separately from that. We have $320 million already on deposits with the IRS. So, think about it this way and I will come back immediately to your point about what future deposits could be. If we were to settle at a 100% and I am not saying we would do that, but just to help you kind of do the arithmetic, that’s what the $780 million exposure relates towards the interest, plus 100% settlement. If we were to do that, the amount of new cash that PSEG would have to pay or fund would be $780 million less the amount on deposit of $320 million or $460 million. So, when you look at our balance sheet, if you think about what our tax liability could have been at $1.3 billion, and then you look at what our balance sheet would have to fund now, that number is $460 million assuming a 100% settlement. So, that’s just for backup. There were citations in the Q in the last quarter and you will see some updates that are added in the Q this quarter when we file it. That relate to payments that we would need to make if we were to get a notice from the IRS and pay funds in order to pursue. And so, you will see updated numbers for that in the Q, but keep in mind, that relates to whether we decide to pursue litigation and that really depends on what the IRS does in terms of notices for us. And they are broken out into two periods, the earlier period 1997 to 2000, the later period 2000 to 2003 depending upon how we might proceed if we decide to go to court. Neil Kalton -- Wells Fargo Securities: Yes, very helpful. Is there any way to handicap when you might get that notice, would this be a 2009 or 2010 event?

It’s really difficult for us to forecast that. I think the important thing to keep in mind is that we are in the appeals process, we are in discussions with the IRS, that’s obviously a good thing, but how will those proceed and what the dialog turns out to be with the IRS will have an impact on when we might see any statutory notice. It’s really hard to predict exactly when you would expect to see that. We have not gotten a statutory notice as yet, and of course, the IRS has to make some decisions about whether they want to appeal the Con Ed case. They have a period of time after that case – the final filing of that case occurs, they have some 60-day windows with some potential sort of extension to appeal. And of course, the IRS has to really factor that perspective into how they approach a settlement discussion. With the judgment on that case not yet quite as we call, it was Wednesday, last week, everybody of course on both sides are really just continuing to evaluate the results and their impact. Neil Kalton -- Wells Fargo Securities: Thanks.

You are welcome. Next question?

Your next question comes from Paul Fremont from Jeffries. Paul Fremont – Jeffries: Thank you. My question has to do with the decline in basis differential between PJM West and some of the more constrained areas. Can you comment at all as to where that differential historically has been, and what have you seen sort of more recently, has the differential changed?

So, what you may be referring to is there were some changes in the basis that brought basis down as prices came down and basis in the summertime was generally lower than its normally expected. What we see now, I mean, as we kind of look forward, we see basis moving back up, you know, not fully to perhaps historically normal levels by coming back up from where it has been. So, it came down, as prices came down, it’s starting to come back up, not quite at normal levels yet. Paul Fremont – Jeffries: Yes, can you put some numbers around that, in other words, what type of basis differential have you seen historically and where was it, what type of a number was it this summer?

So, historically, you tend to see numbers of about $8 to $10. In the summer, we tend to see numbers more around the $6 to $7 level, and we are not quite seeing numbers come back quite that high yet, but starting to come back closer to the more normal levels. Paul Fremont – Jeffries: Thank you.

Your next question comes from Paul Patterson with Glenrock Associates. Paul Patterson -- Glenrock Associates: Hi guys.

Good morning. Paul Patterson -- Glenrock Associates: You mentioned the capacity factor was going to be higher I think in the plants for 2009, is that correct?

Yes. Paul Patterson -- Glenrock Associates: And was it going to be higher in 2010, or --?

No, capacity factors for 2010, we haven’t given any guidance for 2010 capacity factors. What we mentioned is we were pleased to see the capacity factors we had this year and have the potential to see the capacity factors for the full year to be similar to what they were last year. Paul Patterson -- Glenrock Associates: Okay. And then, on the shopping, is there any particular customer group or area, geographical area that seems to be responsible for this, or is there any way you can elaborate on that?

You mean the migration? Paul Patterson -- Glenrock Associates: Yes, the migration, I am sorry.

Sure, yes. So, just keep in mind there are three segments I guess I had asked you to think about. The very large customers, the largest customers in New Jersey, those customers have separate contracts and are typically in BGS. So, while you think about BGS, think about the residential customer and think about those medium-sized businesses. So, what you are seeing from migration are typically those medium, smaller-sized commercial and industrial customers whom retailers can reach much more easily than residential and who might be thinking about their energy cost in a more direct management way than someone residentially. So, typically, it might be hospitals or small commercial and industrial customers. That would be generally those who would take those actions. Paul Patterson -- Glenrock Associates: Okay, great. Thank you.

You are welcome.

Your next question comes from Travis Miller from Morningstar. Travis Miller – Morningstar: Good morning.

Good morning. Travis Miller – Morningstar: In the PSE&G rate case proposal, what were the key components of that $22 million increase that you guys filed for in September?

Sure, so the $22 million increase is really just an update. This is our test year, 2009 is our test year. So, when we filed, more of the test year was on a forecasted basis, we updated for actual through June and the forecast for the rest of the year, we will update again when the year closes on actual, so for example, this went up by $22 million with the new actual, it could go the other way when we put in the final actual. So, I wouldn’t read too much into that increase that’s signaling something, it’s really just consistent with what we do in a test year, which is update with actual as we go through the year. Travis Miller – Morningstar: And supposing a demand is a big component of that, is that correct?

No, no. Travis Miller – Morningstar: No?

Not demand driven, really just actual spend in the test year. Travis Miller – Morningstar: Okay. Great, thanks.

You are welcome.

Operator, we have time for one more question.

Your next question is from Andrew Levi with Incremental Capital. Andrew Levi – Incremental Capital: Hi. I just want to get an idea of your cash situation. I guess you had mentioned that you already see yourself meeting or exceeding key credit measures, and now the IRS things slowly hopefully working itself out, any chance of using that cash for whether it’s stock buyback or something like that in the future?

Good question. So, you probably are aware that we had a share repurchase authorized by our Board last year that we purchased a small amount under, but have most of that authorization still left. At this point, when we think about our capital deployment, as you know, we have a significant number of opportunities to make investments that we think generates the right risk-adjusted return level for our shareholders. As we mentioned, I think earlier in our remarks, over $1 billion in Energy Master Plan and stimulus investments, over $1 billion will be invested in the utility and transmission, which of course gets favorable rates and premium under the FERC formulas as well as things in power which we didn’t mention, like the extended power-operated Peach Bottom, which is about $400 million our share, that gives us obviously additional nuclear generating capacity. We consider those to be the first usage for our cash and the best usage for our cash to support growth for our business and returns for our shareholders, and of course supporting our dividend is actually critical. So, at this point, we don’t see the role for share buyback, because we think that we have the right places to deploy the capital for our shareholders and provide them with a good all-in return. That doesn’t mean it could never happen in our future, but right now, it’s not in our plan in forecast. Andrew Levi – Incremental Capital: Thanks a lot.

Thank you. Operator, I think we have about run out of time to this call. We dedicated an hour to it, we don’t want to abuse everyone’s time this morning, but Ralph, if you have any last minute comments that you would like to make and then we will close with that.

Yes, Kathleen, just really to thank everyone for participating, just the risk of repetition, there were some strong headwinds. Once again, our employees stepped up to the task, reducing costs while preserving reliability, four out of five years is the most reliable (inaudible), continued improvement in our nuclear plans, continued acceptance and our ability to invest in carbon light future. I think at this point, we would just sign off and thank you for your attention. Look forward talking to you at the end of next quarter.

Thank you.

Ladies and gentlemen, that does conclude your conference call for today. You may disconnect and thank you for participating.