Schedule Of Consolidated Debt

12 Months Ended

Dec. 31, 2012

Schedule of Consolidated Debt

Long-Term Debt




	As of December 31,
	2012			2011
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	57		$	62
Unamortized Discount Related to Debt Exchange (B)	(19		)	(23		)
Total Long-Term Debt of PSEG (Parent)	$	38		$	39




		As of December 31,
	Maturity	2012			2011
		Millions
Power
Senior Notes:
2.50%	2013	$	300		$	300
5.00%	2014	—			250
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
5.13%	2020	406			406
4.15%	2021	250			250
8.63%	2031	500			500
Total Senior Notes		2,309			2,559
Pollution Control Notes:
Floating Rate (C)	2014	44			44
5.00%	2012	—			66
5.50%	2020	—			14
5.85%	2027	—			19
5.75%	2031	—			25
5.75%	2037	—			40
Total Pollution Control Notes		44			208
Principal Amount Outstanding		2,353			2,767
Amounts Due Within One Year		(300		)	(66		)
Net Unamortized Discount		(13		)	(16		)
Total Long-Term Debt of Power		$	2,040		$	2,685




		As of December 31,
	Maturity	2012			2011
		Millions
PSE&G
First and Refunding Mortgage Bonds (D):
6.75%	2016	$	171		$	171
9.25%	2021	134			134
8.00%	2037	7			7
5.00%	2037	8			8
Total First and Refunding Mortgage Bonds		320			320
Pollution Control Bonds (D):
5.20%	2025	—			23
5.45%	2032	—			50
Floating rate (C)	2033	50			—
Floating rate (C)	2046	50			—
Total Pollution Control Bonds		100			73
Medium-Term Notes (MTNs) (D):
5.13%	2012	—			300
5.00%	2013	150			150
5.38%	2013	300			300
6.33%	2013	275			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
7.04%	2020	9			9
3.50%	2020	250			250
5.25%	2035	250			250
5.70%	2036	250			250
5.80%	2037	350			350
5.38%	2039	250			250
5.50%	2040	300			300
3.95%	2042	450			—
3.65%	2042	350			—
Total MTNs		4,384			3,884
Principal Amount Outstanding		4,804			4,277
Amounts Due Within One Year		(725		)	(300		)
Net Unamortized Discount		(9		)	(7		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	4,070		$	3,970




		As of December 31,
	Maturity	2012			2011
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2011-2013	$	100		$	305
6.75%	2013-2014	220			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		690			895
Amounts Due Within One Year		(214		)	(205		)
Total Securitization Debt of Transition Funding		476			690
Transition Funding II (PSE&G)
Securitization Bonds:
4.34%	2011-2012	—			1
4.49%	2012-2013	9			20
4.57%	2013-2015	23			23
Principal Amount Outstanding		32			44
Amounts Due Within One Year		(12		)	(11		)
Total Securitization Debt of Transition Funding II		20			33
Total Long-Term Debt of PSE&G		$	4,566		$	4,693




		As of December 31,
Energy Holdings	Maturity	2012			2011
		Millions
Non-Recourse Project Debt (E):
Resources - 5.00% to 8.75%	2011-2020	$	44		$	45
Resources - Other (F)	2012	—			50
Principal Amount Outstanding		44			95
Amounts Due Within One Year		(1		)	(51		)
Total Non-Recourse Project Debt		43			44
Total Long-Term Debt of Energy Holdings		$	43		$	44


(A)	PSEG entered into various interest rate swaps to hedge the fair value of certain debt at Power. The fair value adjustments from these hedges are reflected as offsets to long-term debt on the Consolidated Balance Sheet. For additional information, see Note 16. Financial Risk Management Activities.

(B)

In September 2009, Power completed an exchange offer with eligible holders of Energy Holdings’ 8.50% Senior Notes due 2011 in order to manage long-term debt maturities. Since the debt exchange was between two subsidiaries of the same parent company, PSEG, and treated as a debt modification for accounting purposes, the resulting premium was deferred and is being amortized over the term of the newly issued debt. The deferred amount is reflected as an offset to Long-Term Debt on PSEG’s Consolidated Balance Sheet.


(C)	The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds for Power and PSE&G, respectively, are variable rate bonds that are in weekly reset mode.


(D)	Secured by essentially all property of PSE&G pursuant to its First and Refunding Mortgage.


(E)	Non-recourse financing transactions consist of loans from banks and other lenders that are typically secured by project assets and cash flows and generally impose no material obligation on the parent-level investor to repay any debt incurred by the project borrower. The consequences of permitting a project-level default include the potential for loss of any invested equity by the parent.


(F)	As a result of the Dynegy bankruptcy proceedings, Energy Holdings ceased leveraged lease accounting and recorded the related nonrecourse project debt on its balance sheet at its fair value of $50 million. Upon settlement of the claims against Dynegy in 2012, Energy Holdings was released from this debt.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2012 are as follows:




			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2013	$	300	$	725	$	214	$	12	$	1	$	1,252
2014	44		500		225		12		1		782
2015	300		300		251		8		17		876
2016	553		171		—		—		7		731
2017	—		—		—		—		1		1
Thereafter	1,156		3,108		—		—		17		4,281
Total	$	2,353	$	4,804	$	690	$	32	$	44	$	7,923

Long-Term Debt Financing Transactions

During 2012, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power


•	redeemed $250 million of 5.00% Senior Notes due April 1, 2014,

•

redeemed and retired Pollution Control Notes servicing and securing $98 million of tax-exempt financings, including $14 million of 5.50% York County Industrial Development Authority Pollution Control Revenue Refunding Bonds due September 1, 2020; $19 million of 5.85% Indiana County Industrial Development Authority Pollution Control Revenue Refunding Bonds due June 1, 2027; $25 million of 5.75% Pollution Control Financing Authority of Salem County Pollution Control Revenue Refunding Bonds due April 1, 2031; and $40 million of 5.75% Connecticut Development Authority Solid Waste Disposal Facility Revenue Bonds due November 1, 2037,


•	paid $66 million of 5.00% Pollution Control Revenue Refunding Notes at maturity, and


•	paid cash dividends of $600 million to PSEG.

PSE&G


•	remarketed $50 million of weekly-reset variable rate demand bonds of the Pollution Control Financing Authority of Salem County due November 1, 2033, which are serviced and secured by PSE&G's First and Refunding Mortgage Bonds of like tenor,


•	paid $300 million of 5.13% Secured Medium-Term Notes at maturity,


•	issued $350 million of 3.65% Secured Medium-Term Notes, Series H due September 2042,

•

refinanced at par $50 million of 5.45% fixed rate Pollution Control Financing Authority of Salem County Authority Bonds due February 1, 2032, which were serviced and secured by PSE&G’s First and Refunding Mortgage Bonds of like tenor, with $50 million of weekly-reset variable rate demand bonds due April 1, 2046, which are serviced and secured by PSE&G’s First and Refunding Mortgage Bonds of like tenor,


•	redeemed and retired at par $23 million of 5.20% fixed rate Pollution Control Financing Authority of Salem County Authority Bonds due March 1, 2025, which were serviced and secured by PSE&G’s First and Refunding Mortgage Bonds of like tenor,


•	issued $450 million of 3.95% Secured Medium-Term Notes, Series H due May 2042,


•	paid $205 million of Transition Funding’s securitization debt, and


•	paid $11 million of Transition Funding II’s securitization debt.

Energy Holdings


•	was released from $50 million of nonrecourse project debt related to the Dynegy Leases, and


•	paid cash dividends of $500 million to PSEG.

PSE&G

In January 2013, PSE&G issued $400 million of 3.80% Secured Medium-Term Notes, Series H, due January 2043, and paid $150 million of 5.00% Secured Medium-Term Notes, at maturity.

Short-Term Liquidity

PSEG meets its short-term liquidity requirements primarily through the issuance of commercial paper. PSE&G maintains its own separate commercial paper program to meet its short-term liquidity requirements. Both commercial paper programs are fully back-stopped by their own separate credit facilities.

The commitments under our credit facilities are provided by a diverse bank group. As of December 31, 2012, no single institution represented more than 8% of the total commitments in our credit facilities.

As of December 31, 2012, our total credit capacity was in excess of our anticipated maximum liquidity requirements.

Each of our credit facilities is restricted as to availability and use to the specific companies as listed below; however, if necessary, the PSEG facilities can also be used to support our subsidiaries’ liquidity needs. Our total credit facilities and available liquidity as of December 31, 2012 were as follows:




	As of December 31, 2012
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	4	(A)	$	496	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility	500		—			500		Apr 2016	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	4		$	996
Power
5-year Credit Facility	$	1,600	$	65	(A)	$	1,535	Mar 2017	Funding/Letters of Credit
5-year Credit Facility	1,000		—			1,000		Apr 2016	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(A)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	165		$	2,535
PSE&G
5-year Credit Facility	$	600	$	276	(B)	$	324	Apr 2016	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	276		$	324
Total	$	4,300	$	445		$	3,855


(A)	Includes amounts related to letters of credit outstanding.


(B)	Includes amounts related to CP and letters of credit outstanding

Fair Value of Debt

The estimated fair values were determined using the market quotations or values of instruments with similar terms, credit ratings, remaining maturities and redemptions as of December 31, 2012 and 2011. See Note 17. Fair Value Measurements for more information on fair value guidance and the hierarchy that prioritizes the inputs to fair value measurements into three levels.




	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	38	$	57	$	39	$	62
Power -Recourse Debt (B)	2,340		2,818		2,751		3,158
PSE&G (B)	4,795		5,606		4,270		4,905
Transition Funding (PSE&G) (B)	690		765		895		1,016
Transition Funding II (PSE&G) (B)	32		34		44		47
Energy Holdings:
Project Level, Non-Recourse Debt (C)	44		44		95		95
	$	7,939	$	9,324	$	8,094	$	9,283


(A)	Fair value represents net offsets to debt resulting from adjustments from interest rate swaps entered into to hedge certain debt at Power. Carrying amount represents such fair value reduced by the unamortized premium resulting from a debt exchange entered into between Power and Energy Holdings.


(B)	The debt fair valuation is based on the present value of each bond’s future cash flows. The discount rates used in the present value analysis are based on an estimate of new issue bond yields across the treasury curve. When a bond has embedded options, an interest rate model is used to reflect the impact of interest rate volatility into the analysis (primarily Level 2 measurements).

(C)

Fair value amounts as of December 31, 2011 include $50 million of non-recourse project debt related to Dynegy which is classified as a Level 3 measurement. As of the June 5, 2012, the effective date of the amended settlement agreement, the $50 million of Notes Payable was written off. See the Fair Value Option Section of Note 17. Fair Value Measurements for additional information. Non-recourse project debt of $44 million is valued as equivalent to the amortized cost and is classified as a Level 3 measurement.

PSE&G [Member]

Schedule Of Consolidated Debt

Schedule of Consolidated Debt

Long-Term Debt




	As of December 31,
	2012			2011
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	57		$	62
Unamortized Discount Related to Debt Exchange (B)	(19		)	(23		)
Total Long-Term Debt of PSEG (Parent)	$	38		$	39




		As of December 31,
	Maturity	2012			2011
		Millions
Power
Senior Notes:
2.50%	2013	$	300		$	300
5.00%	2014	—			250
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
5.13%	2020	406			406
4.15%	2021	250			250
8.63%	2031	500			500
Total Senior Notes		2,309			2,559
Pollution Control Notes:
Floating Rate (C)	2014	44			44
5.00%	2012	—			66
5.50%	2020	—			14
5.85%	2027	—			19
5.75%	2031	—			25
5.75%	2037	—			40
Total Pollution Control Notes		44			208
Principal Amount Outstanding		2,353			2,767
Amounts Due Within One Year		(300		)	(66		)
Net Unamortized Discount		(13		)	(16		)
Total Long-Term Debt of Power		$	2,040		$	2,685




		As of December 31,
	Maturity	2012			2011
		Millions
PSE&G
First and Refunding Mortgage Bonds (D):
6.75%	2016	$	171		$	171
9.25%	2021	134			134
8.00%	2037	7			7
5.00%	2037	8			8
Total First and Refunding Mortgage Bonds		320			320
Pollution Control Bonds (D):
5.20%	2025	—			23
5.45%	2032	—			50
Floating rate (C)	2033	50			—
Floating rate (C)	2046	50			—
Total Pollution Control Bonds		100			73
Medium-Term Notes (MTNs) (D):
5.13%	2012	—			300
5.00%	2013	150			150
5.38%	2013	300			300
6.33%	2013	275			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
7.04%	2020	9			9
3.50%	2020	250			250
5.25%	2035	250			250
5.70%	2036	250			250
5.80%	2037	350			350
5.38%	2039	250			250
5.50%	2040	300			300
3.95%	2042	450			—
3.65%	2042	350			—
Total MTNs		4,384			3,884
Principal Amount Outstanding		4,804			4,277
Amounts Due Within One Year		(725		)	(300		)
Net Unamortized Discount		(9		)	(7		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	4,070		$	3,970




		As of December 31,
	Maturity	2012			2011
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2011-2013	$	100		$	305
6.75%	2013-2014	220			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		690			895
Amounts Due Within One Year		(214		)	(205		)
Total Securitization Debt of Transition Funding		476			690
Transition Funding II (PSE&G)
Securitization Bonds:
4.34%	2011-2012	—			1
4.49%	2012-2013	9			20
4.57%	2013-2015	23			23
Principal Amount Outstanding		32			44
Amounts Due Within One Year		(12		)	(11		)
Total Securitization Debt of Transition Funding II		20			33
Total Long-Term Debt of PSE&G		$	4,566		$	4,693




		As of December 31,
Energy Holdings	Maturity	2012			2011
		Millions
Non-Recourse Project Debt (E):
Resources - 5.00% to 8.75%	2011-2020	$	44		$	45
Resources - Other (F)	2012	—			50
Principal Amount Outstanding		44			95
Amounts Due Within One Year		(1		)	(51		)
Total Non-Recourse Project Debt		43			44
Total Long-Term Debt of Energy Holdings		$	43		$	44


(A)	PSEG entered into various interest rate swaps to hedge the fair value of certain debt at Power. The fair value adjustments from these hedges are reflected as offsets to long-term debt on the Consolidated Balance Sheet. For additional information, see Note 16. Financial Risk Management Activities.

(B)


(C)	The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds for Power and PSE&G, respectively, are variable rate bonds that are in weekly reset mode.


(D)	Secured by essentially all property of PSE&G pursuant to its First and Refunding Mortgage.


(E)	Non-recourse financing transactions consist of loans from banks and other lenders that are typically secured by project assets and cash flows and generally impose no material obligation on the parent-level investor to repay any debt incurred by the project borrower. The consequences of permitting a project-level default include the potential for loss of any invested equity by the parent.


(F)	As a result of the Dynegy bankruptcy proceedings, Energy Holdings ceased leveraged lease accounting and recorded the related nonrecourse project debt on its balance sheet at its fair value of $50 million. Upon settlement of the claims against Dynegy in 2012, Energy Holdings was released from this debt.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2012 are as follows:




			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2013	$	300	$	725	$	214	$	12	$	1	$	1,252
2014	44		500		225		12		1		782
2015	300		300		251		8		17		876
2016	553		171		—		—		7		731
2017	—		—		—		—		1		1
Thereafter	1,156		3,108		—		—		17		4,281
Total	$	2,353	$	4,804	$	690	$	32	$	44	$	7,923

Long-Term Debt Financing Transactions

During 2012, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power


•	redeemed $250 million of 5.00% Senior Notes due April 1, 2014,

•


•	paid $66 million of 5.00% Pollution Control Revenue Refunding Notes at maturity, and


•	paid cash dividends of $600 million to PSEG.

PSE&G


•	remarketed $50 million of weekly-reset variable rate demand bonds of the Pollution Control Financing Authority of Salem County due November 1, 2033, which are serviced and secured by PSE&G's First and Refunding Mortgage Bonds of like tenor,


•	paid $300 million of 5.13% Secured Medium-Term Notes at maturity,


•	issued $350 million of 3.65% Secured Medium-Term Notes, Series H due September 2042,

•


•	redeemed and retired at par $23 million of 5.20% fixed rate Pollution Control Financing Authority of Salem County Authority Bonds due March 1, 2025, which were serviced and secured by PSE&G’s First and Refunding Mortgage Bonds of like tenor,


•	issued $450 million of 3.95% Secured Medium-Term Notes, Series H due May 2042,


•	paid $205 million of Transition Funding’s securitization debt, and


•	paid $11 million of Transition Funding II’s securitization debt.

Energy Holdings


•	was released from $50 million of nonrecourse project debt related to the Dynegy Leases, and


•	paid cash dividends of $500 million to PSEG.

PSE&G

In January 2013, PSE&G issued $400 million of 3.80% Secured Medium-Term Notes, Series H, due January 2043, and paid $150 million of 5.00% Secured Medium-Term Notes, at maturity.

Short-Term Liquidity

As of December 31, 2012, our total credit capacity was in excess of our anticipated maximum liquidity requirements.




	As of December 31, 2012
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	4	(A)	$	496	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility	500		—			500		Apr 2016	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	4		$	996
Power
5-year Credit Facility	$	1,600	$	65	(A)	$	1,535	Mar 2017	Funding/Letters of Credit
5-year Credit Facility	1,000		—			1,000		Apr 2016	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(A)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	165		$	2,535
PSE&G
5-year Credit Facility	$	600	$	276	(B)	$	324	Apr 2016	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	276		$	324
Total	$	4,300	$	445		$	3,855


(A)	Includes amounts related to letters of credit outstanding.


(B)	Includes amounts related to CP and letters of credit outstanding

Fair Value of Debt




	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	38	$	57	$	39	$	62
Power -Recourse Debt (B)	2,340		2,818		2,751		3,158
PSE&G (B)	4,795		5,606		4,270		4,905
Transition Funding (PSE&G) (B)	690		765		895		1,016
Transition Funding II (PSE&G) (B)	32		34		44		47
Energy Holdings:
Project Level, Non-Recourse Debt (C)	44		44		95		95
	$	7,939	$	9,324	$	8,094	$	9,283


(A)	Fair value represents net offsets to debt resulting from adjustments from interest rate swaps entered into to hedge certain debt at Power. Carrying amount represents such fair value reduced by the unamortized premium resulting from a debt exchange entered into between Power and Energy Holdings.


(B)	The debt fair valuation is based on the present value of each bond’s future cash flows. The discount rates used in the present value analysis are based on an estimate of new issue bond yields across the treasury curve. When a bond has embedded options, an interest rate model is used to reflect the impact of interest rate volatility into the analysis (primarily Level 2 measurements).

(C)

Power [Member]

Schedule Of Consolidated Debt

Schedule of Consolidated Debt

Long-Term Debt




	As of December 31,
	2012			2011
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	57		$	62
Unamortized Discount Related to Debt Exchange (B)	(19		)	(23		)
Total Long-Term Debt of PSEG (Parent)	$	38		$	39




		As of December 31,
	Maturity	2012			2011
		Millions
Power
Senior Notes:
2.50%	2013	$	300		$	300
5.00%	2014	—			250
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
5.13%	2020	406			406
4.15%	2021	250			250
8.63%	2031	500			500
Total Senior Notes		2,309			2,559
Pollution Control Notes:
Floating Rate (C)	2014	44			44
5.00%	2012	—			66
5.50%	2020	—			14
5.85%	2027	—			19
5.75%	2031	—			25
5.75%	2037	—			40
Total Pollution Control Notes		44			208
Principal Amount Outstanding		2,353			2,767
Amounts Due Within One Year		(300		)	(66		)
Net Unamortized Discount		(13		)	(16		)
Total Long-Term Debt of Power		$	2,040		$	2,685




		As of December 31,
	Maturity	2012			2011
		Millions
PSE&G
First and Refunding Mortgage Bonds (D):
6.75%	2016	$	171		$	171
9.25%	2021	134			134
8.00%	2037	7			7
5.00%	2037	8			8
Total First and Refunding Mortgage Bonds		320			320
Pollution Control Bonds (D):
5.20%	2025	—			23
5.45%	2032	—			50
Floating rate (C)	2033	50			—
Floating rate (C)	2046	50			—
Total Pollution Control Bonds		100			73
Medium-Term Notes (MTNs) (D):
5.13%	2012	—			300
5.00%	2013	150			150
5.38%	2013	300			300
6.33%	2013	275			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
7.04%	2020	9			9
3.50%	2020	250			250
5.25%	2035	250			250
5.70%	2036	250			250
5.80%	2037	350			350
5.38%	2039	250			250
5.50%	2040	300			300
3.95%	2042	450			—
3.65%	2042	350			—
Total MTNs		4,384			3,884
Principal Amount Outstanding		4,804			4,277
Amounts Due Within One Year		(725		)	(300		)
Net Unamortized Discount		(9		)	(7		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	4,070		$	3,970




		As of December 31,
	Maturity	2012			2011
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2011-2013	$	100		$	305
6.75%	2013-2014	220			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		690			895
Amounts Due Within One Year		(214		)	(205		)
Total Securitization Debt of Transition Funding		476			690
Transition Funding II (PSE&G)
Securitization Bonds:
4.34%	2011-2012	—			1
4.49%	2012-2013	9			20
4.57%	2013-2015	23			23
Principal Amount Outstanding		32			44
Amounts Due Within One Year		(12		)	(11		)
Total Securitization Debt of Transition Funding II		20			33
Total Long-Term Debt of PSE&G		$	4,566		$	4,693




		As of December 31,
Energy Holdings	Maturity	2012			2011
		Millions
Non-Recourse Project Debt (E):
Resources - 5.00% to 8.75%	2011-2020	$	44		$	45
Resources - Other (F)	2012	—			50
Principal Amount Outstanding		44			95
Amounts Due Within One Year		(1		)	(51		)
Total Non-Recourse Project Debt		43			44
Total Long-Term Debt of Energy Holdings		$	43		$	44


(A)	PSEG entered into various interest rate swaps to hedge the fair value of certain debt at Power. The fair value adjustments from these hedges are reflected as offsets to long-term debt on the Consolidated Balance Sheet. For additional information, see Note 16. Financial Risk Management Activities.

(B)


(C)	The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds for Power and PSE&G, respectively, are variable rate bonds that are in weekly reset mode.


(D)	Secured by essentially all property of PSE&G pursuant to its First and Refunding Mortgage.


(E)	Non-recourse financing transactions consist of loans from banks and other lenders that are typically secured by project assets and cash flows and generally impose no material obligation on the parent-level investor to repay any debt incurred by the project borrower. The consequences of permitting a project-level default include the potential for loss of any invested equity by the parent.


(F)	As a result of the Dynegy bankruptcy proceedings, Energy Holdings ceased leveraged lease accounting and recorded the related nonrecourse project debt on its balance sheet at its fair value of $50 million. Upon settlement of the claims against Dynegy in 2012, Energy Holdings was released from this debt.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2012 are as follows:




			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2013	$	300	$	725	$	214	$	12	$	1	$	1,252
2014	44		500		225		12		1		782
2015	300		300		251		8		17		876
2016	553		171		—		—		7		731
2017	—		—		—		—		1		1
Thereafter	1,156		3,108		—		—		17		4,281
Total	$	2,353	$	4,804	$	690	$	32	$	44	$	7,923

Long-Term Debt Financing Transactions

During 2012, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power


•	redeemed $250 million of 5.00% Senior Notes due April 1, 2014,

•


•	paid $66 million of 5.00% Pollution Control Revenue Refunding Notes at maturity, and


•	paid cash dividends of $600 million to PSEG.

PSE&G


•	remarketed $50 million of weekly-reset variable rate demand bonds of the Pollution Control Financing Authority of Salem County due November 1, 2033, which are serviced and secured by PSE&G's First and Refunding Mortgage Bonds of like tenor,


•	paid $300 million of 5.13% Secured Medium-Term Notes at maturity,


•	issued $350 million of 3.65% Secured Medium-Term Notes, Series H due September 2042,

•


•	redeemed and retired at par $23 million of 5.20% fixed rate Pollution Control Financing Authority of Salem County Authority Bonds due March 1, 2025, which were serviced and secured by PSE&G’s First and Refunding Mortgage Bonds of like tenor,


•	issued $450 million of 3.95% Secured Medium-Term Notes, Series H due May 2042,


•	paid $205 million of Transition Funding’s securitization debt, and


•	paid $11 million of Transition Funding II’s securitization debt.

Energy Holdings


•	was released from $50 million of nonrecourse project debt related to the Dynegy Leases, and


•	paid cash dividends of $500 million to PSEG.

PSE&G

In January 2013, PSE&G issued $400 million of 3.80% Secured Medium-Term Notes, Series H, due January 2043, and paid $150 million of 5.00% Secured Medium-Term Notes, at maturity.

Short-Term Liquidity

As of December 31, 2012, our total credit capacity was in excess of our anticipated maximum liquidity requirements.




	As of December 31, 2012
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	4	(A)	$	496	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility	500		—			500		Apr 2016	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	4		$	996
Power
5-year Credit Facility	$	1,600	$	65	(A)	$	1,535	Mar 2017	Funding/Letters of Credit
5-year Credit Facility	1,000		—			1,000		Apr 2016	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(A)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	165		$	2,535
PSE&G
5-year Credit Facility	$	600	$	276	(B)	$	324	Apr 2016	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	276		$	324
Total	$	4,300	$	445		$	3,855


(A)	Includes amounts related to letters of credit outstanding.


(B)	Includes amounts related to CP and letters of credit outstanding

Fair Value of Debt




	December 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	38	$	57	$	39	$	62
Power -Recourse Debt (B)	2,340		2,818		2,751		3,158
PSE&G (B)	4,795		5,606		4,270		4,905
Transition Funding (PSE&G) (B)	690		765		895		1,016
Transition Funding II (PSE&G) (B)	32		34		44		47
Energy Holdings:
Project Level, Non-Recourse Debt (C)	44		44		95		95
	$	7,939	$	9,324	$	8,094	$	9,283


(A)	Fair value represents net offsets to debt resulting from adjustments from interest rate swaps entered into to hedge certain debt at Power. Carrying amount represents such fair value reduced by the unamortized premium resulting from a debt exchange entered into between Power and Energy Holdings.


(B)	The debt fair valuation is based on the present value of each bond’s future cash flows. The discount rates used in the present value analysis are based on an estimate of new issue bond yields across the treasury curve. When a bond has embedded options, an interest rate model is used to reflect the impact of interest rate volatility into the analysis (primarily Level 2 measurements).

(C)

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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