Schedule Of Consolidated Debt

12 Months Ended

Dec. 31, 2013

Schedule Of Consolidated Debt

Schedule of Consolidated Debt

Long-Term Debt

	As of December 31,
	2013			2012
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	38		$	57
Unamortized Discount Related to Debt Exchange (B)	(14		)	(19		)
Total Long-Term Debt of PSEG (Parent)	$	24		$	38

		As of December 31,
	Maturity	2013			2012
		Millions
Power
Senior Notes:
2.50%	2013	$	—		$	300
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
2.45%	2018	250			—
5.13%	2020	406			406
4.15%	2021	250			250
4.30%	2023	250			—
8.63%	2031	500			500
Total Senior Notes		2,509			2,309
Pollution Control Notes:
Floating Rate (C)	2014	44			44
Total Pollution Control Notes		44			44
Principal Amount Outstanding		2,553			2,353
Amounts Due Within One Year		(44		)	(300		)
Net Unamortized Discount		(12		)	(13		)
Total Long-Term Debt of Power		$	2,497		$	2,040

`

		As of December 31,
	Maturity	2013			2012
		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):
Floating rate (C)	2033	50			50
Floating rate (C)	2046	50			50
Total Pollution Control Bonds		100			100
Medium-Term Notes (MTNs) (D):
5.00%	2013	—			150
5.38%	2013	—			300
6.33%	2013	—			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
2.30%	2018	350			—
7.04%	2020	9			9
3.50%	2020	250			250
2.38%	2023	500			—
3.75%	2024	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			450
3.65%	2042	350			350
3.80%	2043	400			—
Total MTNs		5,159			4,384
Principal Amount Outstanding		5,579			4,804
Amounts Due Within One Year		(500		)	(725		)
Net Unamortized Discount		(13		)	(9		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	5,066		$	4,070

		As of December 31,
	Maturity	2013			2012
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2013	$	—		$	100
6.75%	2013-2014	106			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		476			690
Amounts Due Within One Year		(225		)	(214		)
Total Securitization Debt of Transition Funding		251			476
Transition Funding II (PSE&G)
Securitization Bonds:
4.49%	2013	—			9
4.57%	2013-2015	20			23
Principal Amount Outstanding		20			32
Amounts Due Within One Year		(12		)	(12		)
Total Securitization Debt of Transition Funding II		8			20
Total Long-Term Debt of PSE&G		$	5,325		$	4,566

		As of December 31,
	Maturity	2013		2012
		Millions
Energy Holdings
Non-Recourse Project Debt (E):
Resources - 5.00% to 5.275%	2013-2015	$	16	$	44
Principal Amount Outstanding		16		44
Amounts Due Within One Year		—		(1		)
Total Non-Recourse Project Debt		16		43
Total Long-Term Debt of Energy Holdings		$	16	$	43

(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 Sheets.

(C) The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds that are serviced and secured by Power Pollution Control Notes and PSE&G Pollution Control Bonds, respectively, are variable rate bonds that are in weekly reset mode. The PEDFA bond is backed by a three-year letter of credit that expires in November 2014. The Power Pollution Control Note backing the PEDFA bond has been reclassified as debt due within the year.

(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.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2013 are as follows:

			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2014	$	44	$	500	$	225	$	12	$	—	$	781
2015	300		300		251		8		16		875
2016	553		171		—		—		—		724
2017	—		—		—		—		—		—
2018	250		750		—		—		—		1,000
Thereafter	1,406		3,858		—		—		—		5,264
Total	$	2,553	$	5,579	$	476	$	20	$	16	$	8,644

Long-Term Debt Financing Transactions

During 2013, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power

• issued $250 million of 4.30% Senior Notes, due November 2023,

• issued $250 million of 2.45% Senior Notes, due November 2018, and

• paid $300 million of 2.50% Senior Notes at maturity.

PSE&G

• paid $275 million of 6.33% Secured Medium-Term Notes at maturity,

• issued $350 million of 2.30% Secured Medium-Term Notes, Series I due September 2018,

• issued $250 million of 3.75% Secured Medium-Term Notes, Series I due March 2024,

• paid $300 million of 5.375% Secured Medium-Term Notes at maturity,

• issued $500 million of 2.375% Secured Medium-Term Notes, Series I due May 2023,

• paid $150 million of 5.00% Secured Medium-Term Notes at maturity,

• issued $400 million of 3.80% Secured Medium-Term Notes, Series H due January 2043,

• paid $214 million of Transition Funding’s securitization debt, and

• paid $12 million of Transition Funding II’s securitization debt.

Energy Holdings

• reclassified $9 million of non-recourse long-term debt associated with a commercial real estate property held for sale to Other Current Liabilities, and

• defeased approximately $19 million of non-recourse long-term debt in order to sell a commercial real estate property.

Short-Term Liquidity

PSEG meets its short-term liquidity requirements, as well as those of Power, primarily with cash and through the issuance of commercial paper. PSE&G maintains its own separate commercial paper program to meet its short-term liquidity requirements. Each commercial paper program is fully back-stopped by its own separate credit facilities.

The commitments under our credit facilities are provided by a diverse bank group. In March 2013, Power, PSEG and PSE&G amended their respective 5-year credit agreements, extending the expiration dates from April 2016 to March 2018. Of the total commitments of $2.1 billion under these agreements, $2.0 billion has been extended until 2018. The commitments for the $100 million balance will terminate in 2016. As of December 31, 2013, the total credit capacity was $4.3 billion.

As of December 31, 2013, no single institution represented more than 8% of the total commitments in our credit facilities.

As of December 31, 2013, 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, 2013 were as follows:

	As of December 31, 2013
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	8	(D)	$	492	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility (A)	500		—			500		Mar 2018	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	8		$	992
Power
5-year Credit Facility	$	1,600	$	70	(D)	$	1,530	Mar 2017	Funding/Letters of Credit
5-year Credit Facility (B)	1,000		—			1,000		Mar 2018	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(D)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	170		$	2,530
PSE&G
5-year Credit Facility (C)	$	600	$	73	(D)	$	527	Mar 2018	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	73		$	527
Total	$	4,300	$	251		$	4,049

(A) In April 2016, this facility will be reduced by $23 million.

(B) In April 2016, this facility will be reduced by $48 million.

(C) In April 2016, this facility will be reduced by $29 million.

(D) Includes amounts related to 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, 2013 and 2012. 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, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	24	$	38	$	38	$	57
Power - Recourse Debt (B)	2,541		2,846		2,340		2,818
PSE&G (B)	5,566		5,629		4,795		5,606
Transition Funding (PSE&G) (B)	476		511		690		765
Transition Funding II (PSE&G) (B)	20		21		32		34
Energy Holdings:
Project Level, Non-Recourse Debt (C)	16		16		44		44
	$	8,643	$	9,061	$	7,939	$	9,324

(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) Non-recourse project debt is valued as equivalent to the amortized cost and is classified as a Level 3 measurement.

Power [Member]

Schedule Of Consolidated Debt

Schedule of Consolidated Debt

Long-Term Debt

	As of December 31,
	2013			2012
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	38		$	57
Unamortized Discount Related to Debt Exchange (B)	(14		)	(19		)
Total Long-Term Debt of PSEG (Parent)	$	24		$	38

		As of December 31,
	Maturity	2013			2012
		Millions
Power
Senior Notes:
2.50%	2013	$	—		$	300
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
2.45%	2018	250			—
5.13%	2020	406			406
4.15%	2021	250			250
4.30%	2023	250			—
8.63%	2031	500			500
Total Senior Notes		2,509			2,309
Pollution Control Notes:
Floating Rate (C)	2014	44			44
Total Pollution Control Notes		44			44
Principal Amount Outstanding		2,553			2,353
Amounts Due Within One Year		(44		)	(300		)
Net Unamortized Discount		(12		)	(13		)
Total Long-Term Debt of Power		$	2,497		$	2,040

`

		As of December 31,
	Maturity	2013			2012
		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):
Floating rate (C)	2033	50			50
Floating rate (C)	2046	50			50
Total Pollution Control Bonds		100			100
Medium-Term Notes (MTNs) (D):
5.00%	2013	—			150
5.38%	2013	—			300
6.33%	2013	—			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
2.30%	2018	350			—
7.04%	2020	9			9
3.50%	2020	250			250
2.38%	2023	500			—
3.75%	2024	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			450
3.65%	2042	350			350
3.80%	2043	400			—
Total MTNs		5,159			4,384
Principal Amount Outstanding		5,579			4,804
Amounts Due Within One Year		(500		)	(725		)
Net Unamortized Discount		(13		)	(9		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	5,066		$	4,070

		As of December 31,
	Maturity	2013			2012
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2013	$	—		$	100
6.75%	2013-2014	106			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		476			690
Amounts Due Within One Year		(225		)	(214		)
Total Securitization Debt of Transition Funding		251			476
Transition Funding II (PSE&G)
Securitization Bonds:
4.49%	2013	—			9
4.57%	2013-2015	20			23
Principal Amount Outstanding		20			32
Amounts Due Within One Year		(12		)	(12		)
Total Securitization Debt of Transition Funding II		8			20
Total Long-Term Debt of PSE&G		$	5,325		$	4,566

		As of December 31,
	Maturity	2013		2012
		Millions
Energy Holdings
Non-Recourse Project Debt (E):
Resources - 5.00% to 5.275%	2013-2015	$	16	$	44
Principal Amount Outstanding		16		44
Amounts Due Within One Year		—		(1		)
Total Non-Recourse Project Debt		16		43
Total Long-Term Debt of Energy Holdings		$	16	$	43

(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 Sheets.

(C) The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds that are serviced and secured by Power Pollution Control Notes and PSE&G Pollution Control Bonds, respectively, are variable rate bonds that are in weekly reset mode. The PEDFA bond is backed by a three-year letter of credit that expires in November 2014. The Power Pollution Control Note backing the PEDFA bond has been reclassified as debt due within the year.

(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.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2013 are as follows:

			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2014	$	44	$	500	$	225	$	12	$	—	$	781
2015	300		300		251		8		16		875
2016	553		171		—		—		—		724
2017	—		—		—		—		—		—
2018	250		750		—		—		—		1,000
Thereafter	1,406		3,858		—		—		—		5,264
Total	$	2,553	$	5,579	$	476	$	20	$	16	$	8,644

Long-Term Debt Financing Transactions

During 2013, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power

• issued $250 million of 4.30% Senior Notes, due November 2023,

• issued $250 million of 2.45% Senior Notes, due November 2018, and

• paid $300 million of 2.50% Senior Notes at maturity.

PSE&G

• paid $275 million of 6.33% Secured Medium-Term Notes at maturity,

• issued $350 million of 2.30% Secured Medium-Term Notes, Series I due September 2018,

• issued $250 million of 3.75% Secured Medium-Term Notes, Series I due March 2024,

• paid $300 million of 5.375% Secured Medium-Term Notes at maturity,

• issued $500 million of 2.375% Secured Medium-Term Notes, Series I due May 2023,

• paid $150 million of 5.00% Secured Medium-Term Notes at maturity,

• issued $400 million of 3.80% Secured Medium-Term Notes, Series H due January 2043,

• paid $214 million of Transition Funding’s securitization debt, and

• paid $12 million of Transition Funding II’s securitization debt.

Energy Holdings

• reclassified $9 million of non-recourse long-term debt associated with a commercial real estate property held for sale to Other Current Liabilities, and

• defeased approximately $19 million of non-recourse long-term debt in order to sell a commercial real estate property.

Short-Term Liquidity

PSEG meets its short-term liquidity requirements, as well as those of Power, primarily with cash and through the issuance of commercial paper. PSE&G maintains its own separate commercial paper program to meet its short-term liquidity requirements. Each commercial paper program is fully back-stopped by its own separate credit facilities.

The commitments under our credit facilities are provided by a diverse bank group. In March 2013, Power, PSEG and PSE&G amended their respective 5-year credit agreements, extending the expiration dates from April 2016 to March 2018. Of the total commitments of $2.1 billion under these agreements, $2.0 billion has been extended until 2018. The commitments for the $100 million balance will terminate in 2016. As of December 31, 2013, the total credit capacity was $4.3 billion.

As of December 31, 2013, no single institution represented more than 8% of the total commitments in our credit facilities.

As of December 31, 2013, 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, 2013 were as follows:

	As of December 31, 2013
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	8	(D)	$	492	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility (A)	500		—			500		Mar 2018	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	8		$	992
Power
5-year Credit Facility	$	1,600	$	70	(D)	$	1,530	Mar 2017	Funding/Letters of Credit
5-year Credit Facility (B)	1,000		—			1,000		Mar 2018	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(D)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	170		$	2,530
PSE&G
5-year Credit Facility (C)	$	600	$	73	(D)	$	527	Mar 2018	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	73		$	527
Total	$	4,300	$	251		$	4,049

(A) In April 2016, this facility will be reduced by $23 million.

(B) In April 2016, this facility will be reduced by $48 million.

(C) In April 2016, this facility will be reduced by $29 million.

(D) Includes amounts related to 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, 2013 and 2012. 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, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	24	$	38	$	38	$	57
Power - Recourse Debt (B)	2,541		2,846		2,340		2,818
PSE&G (B)	5,566		5,629		4,795		5,606
Transition Funding (PSE&G) (B)	476		511		690		765
Transition Funding II (PSE&G) (B)	20		21		32		34
Energy Holdings:
Project Level, Non-Recourse Debt (C)	16		16		44		44
	$	8,643	$	9,061	$	7,939	$	9,324

(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) Non-recourse project debt 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,
	2013			2012
	Millions
PSEG (Parent)
Fair Value of Swaps (A)	$	38		$	57
Unamortized Discount Related to Debt Exchange (B)	(14		)	(19		)
Total Long-Term Debt of PSEG (Parent)	$	24		$	38

		As of December 31,
	Maturity	2013			2012
		Millions
Power
Senior Notes:
2.50%	2013	$	—		$	300
5.50%	2015	300			300
5.32%	2016	303			303
2.75%	2016	250			250
2.45%	2018	250			—
5.13%	2020	406			406
4.15%	2021	250			250
4.30%	2023	250			—
8.63%	2031	500			500
Total Senior Notes		2,509			2,309
Pollution Control Notes:
Floating Rate (C)	2014	44			44
Total Pollution Control Notes		44			44
Principal Amount Outstanding		2,553			2,353
Amounts Due Within One Year		(44		)	(300		)
Net Unamortized Discount		(12		)	(13		)
Total Long-Term Debt of Power		$	2,497		$	2,040

`

		As of December 31,
	Maturity	2013			2012
		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):
Floating rate (C)	2033	50			50
Floating rate (C)	2046	50			50
Total Pollution Control Bonds		100			100
Medium-Term Notes (MTNs) (D):
5.00%	2013	—			150
5.38%	2013	—			300
6.33%	2013	—			275
0.85%	2014	250			250
5.00%	2014	250			250
2.70%	2015	300			300
5.30%	2018	400			400
2.30%	2018	350			—
7.04%	2020	9			9
3.50%	2020	250			250
2.38%	2023	500			—
3.75%	2024	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			450
3.65%	2042	350			350
3.80%	2043	400			—
Total MTNs		5,159			4,384
Principal Amount Outstanding		5,579			4,804
Amounts Due Within One Year		(500		)	(725		)
Net Unamortized Discount		(13		)	(9		)
Total Long-Term Debt of PSE&G (excluding Transition Funding and Transition Funding II)		$	5,066		$	4,070

		As of December 31,
	Maturity	2013			2012
		Millions
Transition Funding (PSE&G)
Securitization Bonds:
6.61%	2013	$	—		$	100
6.75%	2013-2014	106			220
6.89%	2014-2015	370			370
Principal Amount Outstanding		476			690
Amounts Due Within One Year		(225		)	(214		)
Total Securitization Debt of Transition Funding		251			476
Transition Funding II (PSE&G)
Securitization Bonds:
4.49%	2013	—			9
4.57%	2013-2015	20			23
Principal Amount Outstanding		20			32
Amounts Due Within One Year		(12		)	(12		)
Total Securitization Debt of Transition Funding II		8			20
Total Long-Term Debt of PSE&G		$	5,325		$	4,566

		As of December 31,
	Maturity	2013		2012
		Millions
Energy Holdings
Non-Recourse Project Debt (E):
Resources - 5.00% to 5.275%	2013-2015	$	16	$	44
Principal Amount Outstanding		16		44
Amounts Due Within One Year		—		(1		)
Total Non-Recourse Project Debt		16		43
Total Long-Term Debt of Energy Holdings		$	16	$	43

(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 Sheets.

(C) The Pennsylvania Economic Development Authority (PEDFA) bond and The Pollution Control Financing Authority of Salem County bonds that are serviced and secured by Power Pollution Control Notes and PSE&G Pollution Control Bonds, respectively, are variable rate bonds that are in weekly reset mode. The PEDFA bond is backed by a three-year letter of credit that expires in November 2014. The Power Pollution Control Note backing the PEDFA bond has been reclassified as debt due within the year.

(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.

Long-Term Debt Maturities

The aggregate principal amounts of maturities for each of the five years following December 31, 2013 are as follows:

			PSE&G						Energy Holdings
Year	Power		PSE&G		Transition Funding		Transition Funding II		Non-Recourse Debt		Total
	Millions
2014	$	44	$	500	$	225	$	12	$	—	$	781
2015	300		300		251		8		16		875
2016	553		171		—		—		—		724
2017	—		—		—		—		—		—
2018	250		750		—		—		—		1,000
Thereafter	1,406		3,858		—		—		—		5,264
Total	$	2,553	$	5,579	$	476	$	20	$	16	$	8,644

Long-Term Debt Financing Transactions

During 2013, PSEG and its subsidiaries had the following Long-Term Debt issuances, maturities and redemptions:

Power

• issued $250 million of 4.30% Senior Notes, due November 2023,

• issued $250 million of 2.45% Senior Notes, due November 2018, and

• paid $300 million of 2.50% Senior Notes at maturity.

PSE&G

• paid $275 million of 6.33% Secured Medium-Term Notes at maturity,

• issued $350 million of 2.30% Secured Medium-Term Notes, Series I due September 2018,

• issued $250 million of 3.75% Secured Medium-Term Notes, Series I due March 2024,

• paid $300 million of 5.375% Secured Medium-Term Notes at maturity,

• issued $500 million of 2.375% Secured Medium-Term Notes, Series I due May 2023,

• paid $150 million of 5.00% Secured Medium-Term Notes at maturity,

• issued $400 million of 3.80% Secured Medium-Term Notes, Series H due January 2043,

• paid $214 million of Transition Funding’s securitization debt, and

• paid $12 million of Transition Funding II’s securitization debt.

Energy Holdings

• reclassified $9 million of non-recourse long-term debt associated with a commercial real estate property held for sale to Other Current Liabilities, and

• defeased approximately $19 million of non-recourse long-term debt in order to sell a commercial real estate property.

Short-Term Liquidity

PSEG meets its short-term liquidity requirements, as well as those of Power, primarily with cash and through the issuance of commercial paper. PSE&G maintains its own separate commercial paper program to meet its short-term liquidity requirements. Each commercial paper program is fully back-stopped by its own separate credit facilities.

The commitments under our credit facilities are provided by a diverse bank group. In March 2013, Power, PSEG and PSE&G amended their respective 5-year credit agreements, extending the expiration dates from April 2016 to March 2018. Of the total commitments of $2.1 billion under these agreements, $2.0 billion has been extended until 2018. The commitments for the $100 million balance will terminate in 2016. As of December 31, 2013, the total credit capacity was $4.3 billion.

As of December 31, 2013, no single institution represented more than 8% of the total commitments in our credit facilities.

As of December 31, 2013, 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, 2013 were as follows:

	As of December 31, 2013
Company/Facility	Total Facility		Usage			Available Liquidity		Expiration Date	Primary Purpose
	Millions
PSEG
5-year Credit Facility	$	500	$	8	(D)	$	492	Mar 2017	Commercial Paper (CP) Support/Funding/Letters of Credit
5-year Credit Facility (A)	500		—			500		Mar 2018	CP Support/Funding/Letters of Credit
Total PSEG	$	1,000	$	8		$	992
Power
5-year Credit Facility	$	1,600	$	70	(D)	$	1,530	Mar 2017	Funding/Letters of Credit
5-year Credit Facility (B)	1,000		—			1,000		Mar 2018	Funding/Letters of Credit
Bilateral Credit Facility	100		100		(D)	—		Sept 2015	Letters of Credit
Total Power	$	2,700	$	170		$	2,530
PSE&G
5-year Credit Facility (C)	$	600	$	73	(D)	$	527	Mar 2018	CP Support/Funding/Letters of Credit
Total PSE&G	$	600	$	73		$	527
Total	$	4,300	$	251		$	4,049

(A) In April 2016, this facility will be reduced by $23 million.

(B) In April 2016, this facility will be reduced by $48 million.

(C) In April 2016, this facility will be reduced by $29 million.

(D) Includes amounts related to 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, 2013 and 2012. 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, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	Millions
Long-Term Debt:
PSEG (Parent) (A)	$	24	$	38	$	38	$	57
Power - Recourse Debt (B)	2,541		2,846		2,340		2,818
PSE&G (B)	5,566		5,629		4,795		5,606
Transition Funding (PSE&G) (B)	476		511		690		765
Transition Funding II (PSE&G) (B)	20		21		32		34
Energy Holdings:
Project Level, Non-Recourse Debt (C)	16		16		44		44
	$	8,643	$	9,061	$	7,939	$	9,324

(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) Non-recourse project debt is valued as equivalent to the amortized cost and is classified as a Level 3 measurement.