This combined MD&A is separately filed by Public Service Enterprise Group
Incorporated (PSEG), Public Service Electric and Gas Company (PSE&G) and PSEG
Power LLC (PSEG Power). Information contained herein relating to any individual
company is filed by such company on its own behalf. PSE&G and PSEG Power each
make representations only as to itself and make no representations whatsoever as
to any other company.
PSEG's business consists of two reportable segments, our principal direct wholly
owned subsidiaries, which are:
•      PSE&G-which is a public utility engaged principally in the transmission of

electricity and distribution of electricity and natural gas in certain

areas of New Jersey. PSE&G is subject to regulation by the New Jersey

Board of Public Utilities (BPU) and the Federal Energy Regulatory

Commission (FERC). PSE&G also invests in regulated solar generation

projects and energy efficiency and related programs in New Jersey, which

are regulated by the BPU, and

PSEG Power-which is a multi-regional energy supply company that integrates

the operations of its merchant nuclear and fossil generating assets with

its power marketing businesses and fuel supply functions through

competitive energy sales in well-developed energy markets primarily in the

Northeast and Mid-Atlantic United States through its principal direct

wholly owned subsidiaries. In addition, PSEG Power owns and operates solar


       generation in various states. PSEG Power's subsidiaries are subject to
       regulation by FERC, the Nuclear Regulatory Commission (NRC), the
       Environmental Protection Agency (EPA) and the states in which they
       operate.


PSEG's other direct wholly owned subsidiaries are: PSEG Long Island LLC (PSEG
LI), which operates the Long Island Power Authority's (LIPA) transmission and
distribution (T&D) system under an Operations Services Agreement; PSEG Energy
Holdings L.L.C. (Energy Holdings), which primarily has investments in leveraged
leases; and PSEG Services Corporation (Services), which provides certain
management, administrative and general services to PSEG and its subsidiaries at
cost.
Our business discussion in Part I, Item 1. Business of our 2019 Annual Report on
10-K (Form 10-K) provides a review of the regions and markets where we operate
and compete, as well as our strategy for conducting our businesses within these
markets, focusing on operational excellence, financial strength and making
disciplined investments. Our risk factor discussion in Part I, Item 1A. Risk
Factors of Form 10-K provides information about factors that could have a
material adverse impact on our businesses. The following supplements that
discussion and the discussion included in the Executive Overview of 2019 and
Future Outlook provided in Item 7 in our Form 10-K by describing significant
events and business developments that have occurred during 2020 and changes to
the key factors that we expect may drive our future performance. The following
discussion refers to the Condensed Consolidated Financial Statements
(Statements) and the Related Notes to Condensed Consolidated Financial
Statements (Notes). This discussion should be read in conjunction with such
Statements, Notes and the Form 10-K.

EXECUTIVE OVERVIEW OF 2020 AND FUTURE OUTLOOK
Our business plan is designed to achieve growth while managing the risks
associated with regulatory changes, fluctuating commodity prices and changes in
customer demand. Over the past few years, our investments have altered our
business mix to reflect a higher percentage of earnings contribution by PSE&G.
PSE&G, PSEG Power and PSEG LI continue to provide essential services during the
ongoing coronavirus (COVID-19) pandemic. We have implemented a comprehensive set
of enhanced safety actions to help protect our employees, customers and
communities, and we will continue to closely monitor developments and adjust as
needed to ensure that we continue to provide reliable service while protecting
the safety and health of our workforce and the communities we serve. We continue
to be guided by the recommendations of health authorities at the federal, state
and local levels. Employees who can perform their job duties remotely are doing
so. Those employees who must report to a work site are wearing personal
protective equipment (PPE) and practicing physical distancing measures.
Extensive cleaning protocols are also in place. Earlier this year, we suspended
non-essential work activities, while continuing to respond to customer outages
and requests for emergency service as well as infrastructure maintenance and
upgrades. As New Jersey has relaxed its coronavirus response protocols over the
past few months, we have initiated a phased re-starting of certain of these
activities (i.e., inside premises appliance repair and monthly meter reading
activities), while maintaining protocols for physical distancing and PPE.
Similarly, we have also begun to formulate policies and protocols for the
responsible reopening of our offices and work sites. Our "responsible reentry"
policies and protocols will continue to focus on the health and safety of our
employees, customers and the communities we serve while also taking a cautious
and measured approach toward reopening. We are continuing to assess the
appropriate timeline for this process. In connection with their reopening plans,
New Jersey, New York and Connecticut have issued advisories for anyone returning
from states that have a significant degree of community-wide spread of COVID-19,
referred to as "designated states." These advisories include exceptions for
essential employees and we are assessing what impact this may have on members of

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our workforce who may live in a designated state. We are also using enhanced
physical distancing and safety protocols where there are impacts on members of
our workforce who may live in or travel from a designated state.
The ongoing coronavirus pandemic has not had a material impact on our results of
operations, financial condition or cash flows for the six months ended June 30,
2020. However, the potential future impact of the pandemic and the associated
economic impacts, which could extend beyond the duration of the pandemic, will
depend on a number of factors outside of our control, including the duration and
severity of the outbreak as well as third-party actions taken to contain its
spread and mitigate its public health effects. While we currently cannot
estimate the potential impact to our results of operations, financial condition
and cash flows, this MD&A includes a discussion of potential effects of a
prolonged outbreak.
PSE&G
At PSE&G, our focus is on enhancing reliability and resiliency of our T&D
system, meeting customer expectations and supporting public policy objectives by
investing capital in T&D infrastructure and clean energy programs. For the
five-year period ending December 31, 2024, PSE&G expects to invest between $11.5
billion to $15 billion, resulting in an expected compound annual rate base
growth of 6.5% to 8%. These ranges are driven by certain unapproved investment
programs, including the Clean Energy Future (CEF) program and incremental
reliability and resiliency investments anticipated in the 2024 timeframe that we
intend to seek approval for under the third phase of existing infrastructure
programs. See below for a description of the CEF program.
In 2019, we commenced our BPU-approved Gas System Modernization Program II (GSMP
II), an expanded, five-year program to invest $1.9 billion beginning in 2019 to
replace approximately 875 miles of cast iron and unprotected steel mains in
addition to other improvements to the gas system. Approximately $1.6 billion
will be recovered through periodic rate roll-ins, with the remaining $300
million to be recovered through a future base rate proceeding. As part of the
settlement approved by the BPU, PSE&G agreed to file for a base rate proceeding
no later than December 2023, to maintain a base level of gas distribution
capital expenditures of $155 million per year and to achieve certain leakage
reduction targets.
Also in 2019, the BPU approved our Energy Strong II Program (ES II), an $842
million program to harden, modernize and improve the resiliency of our electric
and gas distribution systems. This program began in the fourth quarter of 2019
and is expected to be completed by the end of 2023. Approximately $692 million
of the program will be recovered through periodic rate recovery filings, with
the balance to be recovered in our next distribution base rate case.
In October 2018, we filed our proposed CEF program with the BPU, a six-year
estimated $3.5 billion investment covering four programs; (i) an Energy
Efficiency (EE) program totaling $2.5 billion of investment designed to achieve
energy efficiency targets required under New Jersey's Clean Energy law; (ii) an
Electric Vehicle (EV) infrastructure program; (iii) an Energy Storage (ES)
program, which was submitted to the BPU together with the EV infrastructure
program in a single filing; and (iv) an Energy Cloud (EC) program which will
include installing approximately two million electric smart meters and
associated infrastructure. In January 2020, New Jersey released its Energy
Master Plan (EMP) which, among other things, recognizes the importance of the
State's EE targets and supported EVs, ES, and advanced metering infrastructure
(AMI). In February 2020, PSE&G reached an agreement with parties in the CEF-EE
matter which was approved by the BPU to (a) extend several existing EE programs
for six months, with an additional $111 million investment over the course of
the programs, and (b) extend the timeline for review of the CEF-EE filing
through September 2020. In June 2020, the BPU completed its stakeholder
proceedings into certain aspects of EE and issued a final order outlining its
policies, including which EE programs the State will manage and which will be
managed by the State's utilities, as well as the utility cost recovery features,
such as return on equity, amortization period, lost revenue recovery and
potential incentives and penalties. The BPU's order is being employed in the
resolution of PSE&G's pending CEF-EE filing.
The BPU has also issued procedural schedules for the CEF-EC and CEF-EV/ES
investment programs, both providing for evidentiary hearings in the fourth
quarter of 2020. In April 2020, PSE&G filed with the BPU an update of its CEF-EC
petition to revise certain assumptions, including an updated deployment schedule
based on the procedural schedule.
We also continue to invest in transmission infrastructure in order to (i)
maintain and enhance system integrity and grid reliability, grid security and
safety, (ii) address an aging transmission infrastructure, (iii) leverage
technology to improve the operation of the system, (iv) reduce transmission
constraints, (v) meet growing demand and (vi) meet environmental requirements
and standards set by various regulatory bodies. Our planned capital spending for
transmission in 2020-2022 is $2.8 billion.
As noted above, PSE&G has been deemed by New Jersey to provide essential
services during the ongoing coronavirus pandemic. Our capital programs,
including GSMP II, ES II and our transmission infrastructure investments, have
not been materially impacted to date. However, a prolonged outbreak and the
associated economic impacts, which could extend beyond the duration of the
pandemic, could impact our ability to obtain necessary permits and approvals and
could lead to shortages of necessary materials, supplies and labor. In addition,
a determination by any state or federal regulatory authority that one or all of
our projects is non-essential could require us to temporarily halt work. Any
delay in our planned capital program could

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impact our operational performance and could materially impact our results of
operations and financial condition through decreased cost recovery.
Further, the ongoing coronavirus pandemic has led many state and federal
agencies to implement remote working protocols and divert resources to address
the pandemic which, if prolonged, could impact regulatory agencies' ability to
review proposed programs and delay the timing of approvals for matters subject
to regulatory approval, including our CEF program that is currently before the
BPU and the approval of various clause recovery mechanisms.
PSE&G has experienced a reduction in demand from its commercial and industrial
(C&I) customers, partially offset by increases in residential demand, and
adverse changes to residential and C&I payment patterns, and expects these
changes to continue during a prolonged coronavirus pandemic. In addition, PSE&G
has informed both its residential customers and state regulators that all
non-safety related service disconnections for non-payment have been temporarily
suspended. As a result, PSE&G has seen a significant decrease in cash inflow and
higher Accounts Receivable aging and an associated increase in bad debt expense,
which we expect could extend beyond the duration of the coronavirus pandemic.
PSE&G's electric distribution bad debt expense is recoverable through its
Societal Benefits Clause (SBC) mechanism. Gas distribution bad debt expense in
excess of what is included in base rates could adversely impact PSE&G's utility
results from operations. Further, the implementation of actions to protect
customers and employees, including physical distancing, mandatory PPE, and
realignment of work crews, may have an adverse impact on operations and
maintenance (O&M) costs. In addition, PSE&G has experienced a significant
increase in the number of estimated C&I and residential customer bills,
resulting from measures imposed by New Jersey to limit the spread of COVID-19,
which prevented PSE&G from physically entering customer properties to read
meters. As part of the New Jersey's phased reopening plan, this limitation was
lifted in July 2020. PSE&G expects to read the majority of customer meters in
the third quarter of 2020 and make any appropriate adjustments to the amounts of
customer bills relative to prior estimates, which adjustments are not expected
to be material.
In July 2020, the BPU authorized regulated utilities in New Jersey, including
PSE&G, to create a COVID-19-related Regulatory Asset by deferring on their books
and records the prudently incurred incremental costs related to COVID-19
beginning on March 9, 2020 through September 30, 2021, or 60 days after the New
Jersey governor determines that the Public Health Emergency is no longer in
effect, or in the absence of such a determination, 60 days from the time the
Public Health Emergency automatically terminates by law, whichever is later.
Deferred costs are to be offset by any federal or state assistance that the
utility may receive as a direct result of the COVID-19 pandemic. PSE&G is
evaluating the order and the deferral amounts that would be allowed under the
order and expects to record a deferral commencing in the third quarter of 2020.
While the impact on our results of operations, financial condition and cash
flows for the six months ended June 30, 2020 has not been material, a prolonged
coronavirus pandemic and the associated economic impacts, which could extend
beyond the duration of the pandemic, could materially impact cash from
operations, Accounts Receivable and bad debt expense.
PSEG Power
At PSEG Power, we strive to improve performance and manage costs in order to
optimize cash flow generation from our fleet in light of low wholesale power and
gas prices, environmental considerations and competitive market forces that
reward efficiency and reliability. PSEG Power continues to move its fleet toward
improved efficiency and believes that its recently completed investment program
enhances its competitive position with the addition of efficient, clean,
reliable combined cycle gas turbine capacity. In the first six months of 2020,
our natural gas and nuclear units generated 10.1 and 15.8 terawatt hours and
operated at a capacity factor of 44.3% and 93.4%, respectively. Our commitments
for load, such as basic generation service (BGS) in New Jersey and other
bilateral supply contracts, are backed by this generation or may be combined
with the use of physical commodity purchases and financial instruments from the
market to optimize the economic efficiency of serving our obligations. PSEG
Power's hedging practices and ability to capitalize on market opportunities help
it to balance some of the volatility of the merchant power business. More than
70% of PSEG Power's expected gross margin in 2020 relates to hedging of our
energy margin, our expected revenues from the capacity market mechanisms, Zero
Emission Certificate (ZEC) revenues that commenced in April 2019 and certain
ancillary service payments such as reactive power.
As discussed further below under "Wholesale Power Market Design," FERC issued an
order establishing new rules for PJM's capacity market, extending the PJM
Minimum Offer Price Rule (MOPR) to include both new and existing resources that
receive or are entitled to receive certain out-of-market payments, with certain
exemptions. PSEG Power's New Jersey nuclear plants that receive ZEC payments
will be subject to the new MOPR. In addition, as a result of FERC's finding that
default procurement auctions such as BGS could be considered subsidies, it is
possible that other PSEG units could be subject to the MOPR. The MOPR's floor
prices are not expected to prevent either our nuclear or gas-fired units from
clearing in the next Reliability Pricing Model (RPM) auction. We cannot predict
whether additional changes will be made to the MOPR, or whether changes will
occur in the PJM market that would impact our ability to clear any of these
units in future RPM auctions.
In the first half of 2020, as a result of the ongoing coronavirus pandemic, PSEG
Power experienced a decrease in aggregate wholesale electric demand. An extended
outbreak could have a material adverse impact on future results of operations
and cash flows.

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PSEG Power has also implemented protocols to ensure the safety and health of
employees at its generation facilities and contractors working at the facilities
during planned outages. A prolonged unavailability of employees and contractors
due to the ongoing coronavirus pandemic could materially and adversely impact
our ability to operate our generation facilities, which would have a material
impact on our business, results of operations and cash flows.
Strategic Alternatives for PSEG Power's Non-Nuclear Fleet
On July 31, 2020, PSEG announced that it is exploring strategic alternatives for
PSEG Power's non-nuclear generating fleet, which includes more than 6,750
megawatts (MW) of fossil generation located in New Jersey, Connecticut, New York
and Maryland as well as the 467 MW Solar Source portfolio located in various
states. An exit from the fossil generation business would accelerate PSEG's
transition to a primarily regulated and contracted business, with a zero-carbon
generation platform. It is expected to reduce overall business risk and earnings
volatility, improve PSEG's credit profile and is consistent with PSEG's climate
strategy and sustainability efforts, which is to focus on clean energy
investments, methane reduction, and zero carbon generation. PSEG intends to
retain ownership of PSEG Power's existing nuclear fleet. While the company is in
the preliminary stage of this evaluation, the marketing of a potential
transaction in one or a series of steps, anticipated to launch in the fourth
quarter of this year, is expected to be completed sometime in 2021. There is no
assurance that the strategic review will result in a sale or other disposition
of all or any portion of these assets on terms that are favorable to us, or at
all. Any transaction would be subject to market conditions and customary closing
conditions, including the receipt of all required regulatory approvals.
Climate Strategy and Sustainability Efforts
For more than a century, our mission has been to provide safe access to an
around-the-clock supply of reliable, affordable power. Building on this mission,
we believe in a future where customers universally use less energy, the energy
they use is cleaner, and its delivery is more reliable and more resilient. In
July 2019, we announced that we expect to cut carbon emissions at PSEG Power's
generation fleet by 80% by 2046, from 2005 levels. We have also announced our
vision of attaining net-zero carbon dioxide (CO2) emissions by 2050, assuming
advances in technology, public policy and customer behavior.
PSE&G has also undertaken a number of initiatives that support the reduction of
greenhouse gas (GHG) emissions and the implementation of energy efficiency
initiatives. The first phase of our GSMP replaced approximately 450 miles of
cast-iron and unprotected steel gas infrastructure, and the second phase of this
program is expected to replace an additional 875 miles of gas pipes through
2023. The GSMP is designed to significantly reduce gas leaks in our distribution
system, which would reduce the release of methane, a GHG, into the air. In
addition, PSE&G's CEF proposals, which are under review by the BPU, are intended
to support New Jersey's EMP through programs designed to help customers increase
their energy efficiency, support the expansion of the electric vehicle
infrastructure in the State, install energy storage capacity to supplement solar
generation and enhance grid resiliency, install smart meters and supporting
infrastructure to allow for the integration of other clean energy technologies
and to more efficiently respond to weather and other outage events.
Operational Excellence
We emphasize operational performance while developing opportunities in both our
competitive and regulated businesses. Flexibility in our generating fleet has
allowed us to take advantage of opportunities in a rapidly evolving market as we
remain diligent in managing costs. In the first six months of 2020, our
•      utility continued its efforts to control costs while maintaining strong
       operational performance and has implemented protocols to ensure that we
       are providing essential services to our customers during the ongoing
       coronavirus pandemic in a safe and reliable manner, and

• efficient combined cycle gas units improved our capacity factor across the


       natural gas fleet and were readily available to operate when needed, all
       while diligently managing costs.


Financial Strength
Our financial strength is predicated on a solid balance sheet, positive
operating cash flow and reasonable risk-adjusted returns on increased
investment. Our financial position remained strong during the first six months
of 2020 as we
• maintained sufficient liquidity,


• maintained solid investment grade credit ratings, and

• increased our indicative annual dividend for 2020 to $1.96 per share.




In March 2020, PSEG entered into a $300 million, 364-day term loan agreement and
in April 2020 it entered into two 364-day term loan agreements for $200 million
and $300 million. These term loans provide an additional source of liquidity for
our operations as we continue to monitor the impact of the ongoing coronavirus
pandemic on the volatility and availability of the capital and commercial paper
markets.
We expect to be able to fund our planned capital requirements, as described in
Liquidity and Capital Resources, and the impacts

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of the Tax Cuts and Jobs Act of 2017 (Tax Act) without the issuance of new
equity.
Financial Results
The results for PSEG, PSE&G and PSEG Power for the three months and six months
ended June 30, 2020 and 2019 are presented as follows:

                                         Three Months Ended         Six Months Ended
                                              June 30,                  June 30,
  Earnings (Losses)                       2020          2019        2020         2019
                                                          Millions
  PSE&G                               $     283       $  227     $    723      $  630
  PSEG Power (A)                            170          (40 )        183         256
  Other (B)                                  (2 )        (34 )         (7 )       (33 )
  PSEG Net Income                     $     451       $  153     $    899      $  853

  PSEG Net Income Per Share (Diluted) $    0.89       $ 0.30     $   1.77      $ 1.68



(A)    Includes an after-tax impairment charge of $284 million in the three
       months and six months ended June 30, 2019 related to the sale of PSEG

Power's interests in the Keystone and Conemaugh fossil generation plants.


       See Item 1. Note 4. Early Plant Retirements/Asset Dispositions for
       additional information.


(B)    Other includes after-tax activities at the parent company, PSEG LI, and

Energy Holdings as well as intercompany eliminations. Energy Holdings


       recorded an after-tax charge of $32 million in the second quarter of 2019
       related to its investment in leveraged leases. See Item 1. Note 8.
       Financing Receivables for additional information.


PSEG Power's results above include the Nuclear Decommissioning Trust (NDT) Fund
activity and the impacts of non-trading commodity mark-to-market (MTM) activity,
which consist of the financial impact from positions with future delivery dates.
The variances in our Net Income attributable to changes related to the NDT Fund
and MTM are shown in the following table:

                                         Three Months Ended          Six Months Ended
                                              June 30,                   June 30,
                                         2020           2019         2020         2019
                                                     Millions, after tax

NDT Fund Income (Expense) (A) (B) $ 118 $ 25 $ (17 ) $ 101

Non-Trading MTM Gains (Losses) (C) $ (77 ) $ 152 $ -

$  228

(A) NDT Fund Income (Expense) includes gains and losses on NDT securities

which are recorded in Net Gains (Losses) on Trust Investments. See Item 1.

Note 9. Trust Investments for additional information. NDT Fund Income

(Expense) also includes interest and dividend income and other costs

related to the NDT Fund recorded in Other Income (Deductions), interest

accretion expense on PSEG Power's nuclear Asset Retirement Obligation


       (ARO) recorded in O&M Expense and the depreciation related to the ARO
       asset recorded in Depreciation and Amortization (D&A) Expense.


(B)    Net of tax (expense) benefit of $(74) million and $(16) million for the
       three months and $10 million and $(67) million for the six months ended
       June 30, 2020 and 2019, respectively.


(C)    Net of tax (expense) benefit of $30 million and $(58) million for the
       three months and $0 million and $(88) million for the six months ended
       June 30, 2020 and 2019, respectively.


Our $298 million increase in Net Income for the three months ended June 30, 2020
was driven primarily by
•      an asset impairment in 2019 related to the sale of PSEG Power's interests
       in the Keystone and Conemaugh fossil generation plants (see Item 1. Note
       4. Early Plant Retirements/Asset Dispositions),

• higher net unrealized gains in 2020 on equity securities in the NDT Fund

at PSEG Power,

• higher earnings due to investments in T&D programs at PSE&G, and


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• an impairment charge in 2019 related to a leveraged lease investment at

Energy Holdings (see Item 1. Note 8. Financing Receivables),




Our $46 million increase in Net Income for the six months ended June 30, 2020
was driven primarily by
•      the above mentioned asset impairment in 2019 related to the sale of PSEG

Power's interests in the Keystone and Conemaugh fossil generation plants,

• higher earnings due to investments in T&D programs at PSE&G, and

• higher pension and OPEB credits,

• partially offset by MTM gains in 2019 at PSEG Power, and




•      net unrealized losses in 2020 as compared to net unrealized gains on
       equity securities in the NDT Fund at PSEG Power.


The greater emphasis on capital spending in recent years for projects at PSE&G
relative to PSEG Power, particularly those on which we receive contemporaneous
returns at PSE&G has yielded strong results, which when combined with the cash
flow generated by PSEG Power, has allowed us to meet customer needs and address
market conditions and investor expectations, reflecting our long-term approach
to managing our company. We continue our focus on operational excellence,
financial strength and disciplined investment. These guiding principles have
provided the base from which we have been able to execute our strategic
initiatives.
Disciplined Investment
We utilize rigorous criteria and consider a number of external factors,
including the economic impact of the ongoing coronavirus pandemic, when
determining how and when to efficiently deploy capital. We principally explore
opportunities for investment in areas that complement our existing business and
provide reasonable risk-adjusted returns. In the first six months of 2020, we
•      made additional investments in T&D infrastructure projects on time and on

budget,

• continued to execute our Energy Efficiency and other existing BPU-approved

utility programs, and

• continued to evaluate a potential investment in offshore wind.




Regulatory, Legislative and Other Developments
In our pursuit of operational excellence, financial strength and disciplined
investment, we closely monitor and engage with stakeholders on significant
regulatory and legislative developments. Transmission planning rules and
wholesale power market design are of particular importance to our results and we
continue to advocate for policies and rules that promote fair and efficient
electricity markets. For additional information about regulatory, legislative
and other developments that may affect us, see Part I, Item 1.
Business-Regulatory Issues in our Form 10-K and Item 5. Other Information in our
Quarterly Report on Form 10-Q for the period ending March 31, 2020 (first
quarter 2020 10-Q) and this Quarterly Report on Form 10-Q.
Transmission Rate Proceedings and Return on Equity (ROE)
In March 2020, FERC issued a Notice of Proposed Rulemaking (NOPR) proposing to
revise its electric transmission incentive policy to encourage the development
of infrastructure needed to ensure grid reliability and reduce congestion to
lower the cost of power for consumers. The NOPR proposes to shift the focus in
granting incentives from an approach based on the risks and challenges faced by
a project to an approach based on economic and reliability benefits to
consumers. The NOPR proposes to retain several existing incentives, increase the
50 basis point adder for Regional Transmission Organization (RTO) participation
to 100 basis points and provide incentives for transmission technologies that
enhance reliability, efficiency and capacity.
In May 2020, FERC issued an order revising an earlier order that established a
new ROE policy for reviewing existing transmission ROEs. The revised methodology
uses the Discounted Cash Flow (DCF) model, the Capital Asset Pricing model
(CAPM) and the risk premium model to determine if an existing base ROE is unjust
and unreasonable and, if so, what replacement ROE is appropriate. FERC's order
indicated that it would not be bound by this revised methodology when
considering the just and reasonableness of a utility's ROE in future
proceedings. We continue to analyze the potential impact of these methodologies.
ROE complaints have been pending before FERC regarding MISO transmission owners,
the ISO New England Inc. transmission owners and utilities in other
jurisdictions. In addition, over the past few years, several companies have
negotiated settlements that have resulted in reduced ROEs.
We are engaged in settlement discussions with the BPU Staff and the New Jersey
Division of Rate Counsel (New Jersey Rate Counsel) about the level of PSE&G's
base transmission ROE; however, we cannot predict the outcome of these
settlement

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discussions. An adverse change to PSE&G's base transmission ROE or ROE
incentives could be material. We estimate that for each 25 basis point reduction
in PSE&G's base transmission ROE, and all other factors unchanged, PSE&G's
annual Net Income and annual cash inflows would decrease by approximately $15
million.
Wholesale Power Market Design
In December 2019, FERC issued an order establishing new rules for PJM's capacity
market, extending the PJM MOPR to include both new and existing resources that
receive or are entitled to receive certain out-of-market payments, with certain
exemptions.
PSEG Power's New Jersey nuclear plants that receive ZEC payments will be subject
to the new MOPR. In addition, as a result of FERC's finding that default
procurement auctions such as BGS could be considered subsidies, it is possible
that other PSEG units could be subject to the MOPR. Resources that are subject
to the MOPR continue to have the ability to justify a bid below the MOPR floor
price under the unit-specific exemption. The MOPR floor prices are not expected
to prevent either our nuclear units or gas-fired units from clearing in the next
RPM auction. A FERC order issued in May 2020 authorizing enhancements to the
methodology used by PJM to price energy reserves has created additional
uncertainty regarding the impact of the MOPR expansion in future RPM auctions on
PSEG Power's nuclear units that receive ZECs. One of the findings made by FERC
in that order will affect how the MOPR offer floors are calculated and could
have the effect, in the future, of increasing the price floors for the plants
and thereby increasing the risk of being unable to clear in an RPM auction. In
addition, if one or more electric distribution zones in New Jersey (or another
state) were to become fixed resource requirement (FRR) service areas,
procurements needed for that area could provide an alternate means for nuclear
units whose ability to clear in RPM auctions was affected by the MOPR to provide
capacity within PJM. We cannot predict whether additional changes will be made
to the MOPR, or whether changes will occur in the PJM market that would impact
our ability to clear any of these units in future RPM auctions.
States that have clean energy programs designed to achieve public policy goals
that support such resources as solar, offshore wind and nuclear, are not
prevented from pursuing those programs by the expanded MOPR and could choose to
utilize the existing FRR approach authorized under the PJM tariff. Subsidized
units that cannot clear in a RPM capacity auction because of the expanded MOPR
could still count as capacity resources to a load serving entity (LSE) using the
FRR approach. In a March 2020 order, the BPU initiated an investigation to
examine whether New Jersey can achieve its long-term clean energy and
environmental objectives under the current resource adequacy procurement
paradigm and potential alternatives. One of the areas of inquiry concerns the
potential creation of FRR service areas within New Jersey. We cannot predict the
impact these rules or any measures taken by the BPU will have on the capacity
market or our generating stations. See Part II, Item 5. Other Information.
In January 2020, New Jersey rejoined the Regional Greenhouse Gas Initiative
(RGGI). As a result, generating plants operating in New Jersey, including those
owned by PSEG Power, that emit CO2 emissions will be required to procure credits
for each ton they emit. In response to RGGI, PJM initiated a process in 2019 to
investigate the development of a carbon pricing mechanism that may mitigate the
environmental and financial distortions that could occur when emissions "leak"
from non-participating states to the RGGI states. If the process leads to a
market solution, it could have a material impact on the value of PSEG Power's
generating fleet.
Environmental Regulation
We are subject to liability under environmental laws for the costs of
remediating environmental contamination of property now or formerly owned by us
and of property contaminated by hazardous substances that we generated. In
particular, the historic operations of PSEG companies and the operations of
numerous other companies along the Passaic and Hackensack Rivers are alleged by
Federal and State agencies to have discharged substantial contamination into the
Passaic River/Newark Bay Complex in violation of various statutes. We are also
currently involved in a number of proceedings relating to sites where other
hazardous substances may have been discharged and may be subject to additional
proceedings in the future, and the costs of any such remediation efforts could
be material.
For further information regarding the matters described above, as well as other
matters that may impact our financial condition and results of operations, see
Item 1. Note 11. Commitments and Contingent Liabilities.
Nuclear
In April 2019, PSEG Power's Salem 1, Salem 2 and Hope Creek nuclear plants were
awarded ZECs by the BPU. Pursuant to a process established by the BPU, ZECs are
purchased from selected nuclear plants and recovered through a non-bypassable
distribution charge in the amount of $0.004 per kilowatt-hour used (which is
equivalent to approximately $10 per megawatt hour generated in payments to
selected nuclear plants (ZEC payment)). These nuclear plants are expected to
receive ZEC revenue for approximately three years, through May 2022, and will be
obligated to maintain operations during that period, subject to exceptions
specified in the ZEC legislation. PSEG Power has and will continue to recognize
revenue monthly as the nuclear plants generate electricity and satisfy their
performance obligations. The ZEC payment may be adjusted by the BPU (a)

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at any time to offset environmental or fuel diversity payments that a selected
nuclear plant may receive from another source or (b) at certain times specified
in the ZEC legislation if the BPU determines that the purposes of the ZEC
legislation can be achieved through a reduced charge that will nonetheless be
sufficient to achieve the State's air quality and other environmental objectives
by preventing the retirement of nuclear plants. For instance, the New Jersey
Rate Counsel, in written comments filed with the BPU, has advocated for the BPU
to offset market benefits resulting from New Jersey's rejoining the RGGI from
the ZEC payment. PSEG intends to vigorously defend against these arguments. Due
to its preliminary nature, PSEG cannot predict the outcome of this matter.
The BPU's decision awarding ZECs has been appealed by the New Jersey Rate
Counsel. PSEG cannot predict the outcome of this matter. The BPU issued an order
in May 2020 outlining the process for applying for ZECs for the next three-year
eligibility period starting in June 2022 and is expected to issue a decision
regarding any ZEC applications and any change in the amount of future ZEC
payments by April 2021. PSEG Power is not aware of any changes that would
materially affect its ability to establish eligibility to be awarded ZECs under
the application requirements that resulted in the award of ZECs to Salem 1,
Salem 2 and Hope Creek in April 2019. However, PSEG Power cannot predict whether
other plants besides Salem 1, Salem 2 and Hope Creek will apply for ZECs in the
future. In the event that (i) the ZEC program is overturned or otherwise
materially adversely modified through legal process, (ii) the terms and
conditions of the subsequent period under the ZEC program, including the amount
of ZEC payments that may be awarded, materially differ from those of the current
ZEC period, or (iii) any of the Salem 1, Salem 2 and Hope Creek plants is not
awarded ZEC payments by the BPU and does not otherwise experience a material
financial change, PSEG Power will take all necessary steps to retire all of
these plants subsequent to the initial ZEC period at or prior to a scheduled
refueling outage. Alternatively, if all of the Salem 1, Salem 2 and Hope Creek
plants are selected to continue to receive ZEC payments but the financial
condition of the plants is materially adversely impacted by changes in commodity
prices, FERC's changes to the capacity market construct (absent sufficient
capacity revenues provided under a program approved by the BPU in accordance
with a FERC-authorized capacity mechanism), or, in the case of the Salem nuclear
plants, decisions by the EPA and state environmental regulators regarding the
implementation of Section 316(b) of the Clean Water Act and related state
regulations, or other factors, PSEG Power would still take all necessary steps
to retire all of these plants. Retirement of these plants would result in a
material adverse impact on PSEG's and PSEG Power's financial results.
Nuclear Refueling Outage
The Salem 1 nuclear generating plant is expected to enter into a scheduled
refueling outage in October 2020. In light of the COVID-19 pandemic, we have
implemented additional health protocols to protect the health and safety of our
employees and contractors, including daily health screenings, increased hygiene,
physical distancing, PPE requirements and close-contact monitoring. During this
outage, the plant's main generator stator, which has reached the end of its
useful life, is expected to be replaced. The process for replacing Salem 1's
generator stator is highly complex. We also plan to perform additional reactor
vessel inspections and upgrades. Limitations due to additional health protocols,
delays in replacing the main generator stator due to its complexity, or adverse
findings from the reactor vessel inspections could result in an extended outage
and in turn, lower revenues and increased costs, which could have a material
impact on the results of operations of the plant and PSEG Power.
California Solar Facilities
As part of its solar production portfolio, PSEG Power owns and operates two
California-based solar facilities with an aggregate capacity of approximately 30
MW direct current whose output is sold to Pacific Gas and Electric Company
(PG&E) under power purchase agreements (PPAs) with twenty year terms. In January
2019, PG&E and its parent company PG&E Corporation filed for Chapter 11
bankruptcy protection and in June 2020 the bankruptcy judge approved PG&E's
bankruptcy plan, which included the assumption of PSEG Power's PPAs.
Offshore Wind
In June 2019, the BPU selected Ørsted US Offshore Wind's Ocean Wind project as
the winning bid in New Jersey's initial solicitation for 1,100 MW of offshore
wind generation. In October 2019, PSEG exercised its option on Ørsted's Ocean
Wind project, resulting in a period of exclusive negotiation for PSEG to
potentially acquire a 25% equity interest in the project, subject to
negotiations toward a joint venture agreement, advanced due diligence and any
required regulatory approvals. Additionally, PSEG and Ørsted each owns 50% of
Garden State Offshore Energy LLC (GSOE) which holds rights to an offshore wind
lease area. PSEG and Ørsted are exploring other offshore wind opportunities
through GSOE.
Tax Legislation
In July 2020, the IRS issued final and proposed regulations addressing the
limitation on deductible interest expense contained in the Tax Act. PSEG is in
the process of analyzing these regulations, which may impact PSEG's, PSE&G's and
PSEG Power's financial condition and cash flows.

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In March 2020, the federal Coronavirus Aid, Relief, and Economic Security Act
(CARES Act) was enacted. We continue to assess the impact of the tax aspects of
the CARES Act on our results of operations and cash flow. We expect that a
prolonged coronavirus pandemic, the tax provisions of the CARES Act and any
future coronavirus-related federal or state legislation could have a material
impact on our effective tax rate and cash tax position.
For non-regulated businesses, the Tax Act enacted rules that set a cap on the
amount of interest that can be deducted in a given year. Any amount that is
disallowed can be carried forward indefinitely. For 2018 and 2019, the tax
deductibility of a portion of PSEG's and PSEG Power's interest was disallowed
but is expected to be realized in future periods. However, certain aspects of
the law are unclear. Therefore, we recorded taxes based on our interpretation of
the relevant statute. The CARES Act favorably increased the limitation on the
amount of interest that can deducted in 2019 and 2020. While this will not
impact 2019, the increased limitation will allow a portion of the previously
disallowed amounts to reduce PSEG's and PSEG Power's 2020 taxable income.
Amounts recorded under the Tax Act and the CARES Act, such as depreciation and
interest disallowance, are subject to change based on several factors, including
but not limited to, the IRS and state taxing authorities issuing additional
guidance and/or further clarification. Any further guidance or clarification
could impact PSEG's, PSE&G's and PSEG Power's financial statements. For
additional information, see Item 1. Note 16. Income Taxes.
In July 2018, New Jersey made changes to its income tax laws, including imposing
a temporary surtax of 2.5% effective January 1, 2018 and 2019 and 1.5% in 2020
and 2021, as well as requiring corporate taxpayers to file in a combined
reporting group as defined under New Jersey law starting in 2019. Both
provisions include an exemption for public utilities. We believe PSE&G meets the
definition of a public utility and, therefore, will not be impacted by the
temporary surtax or be included in the combined reporting group. There are
certain aspects of the law that are not clear. We anticipate New Jersey will be
issuing clarifying guidance regarding combined reporting rules. Any further
guidance or clarification could impact PSEG's and PSEG Power's financial
statements.
Future Outlook
Our future success will depend on our ability to continue to maintain strong
operational and financial performance in an environment with low gas prices, to
capitalize on or otherwise address regulatory and legislative developments that
impact our business and to respond to the issues and challenges described below.
In order to do this, we must continue to:
•      focus on controlling costs while maintaining safety, reliability and
       customer satisfaction and complying with applicable standards and
       requirements,

• successfully manage our energy obligations and re-contract our open supply

positions in response to changes in prices and demand,

• obtain approval of and execute our utility capital investment program,

including our CEF program and other investments that yield contemporaneous


       and reasonable risk-adjusted returns, while enhancing the resiliency of
       our infrastructure and maintaining the reliability of the service we
       provide to our customers,

• advocate for the continuation of the ZEC program and measures to ensure

the implementation by PJM, FERC and state regulators of market design and

transmission planning rules that continue to promote fair and efficient

electricity markets, including recognition of the cost of emissions,

• engage multiple stakeholders, including regulators, government officials,

customers, investors and suppliers, and

• successfully operate the LIPA T&D system and manage LIPA's fuel supply and

generation dispatch obligations.

In addition to the risks described elsewhere in this Form 10-Q, the first quarter 2020 10-Q and in our Form 10-K, for 2020 and beyond, the key issues and challenges we expect our business to confront include: • regulatory and political uncertainty, both with regard to future energy


       policy, design of energy and capacity markets, transmission policy and
       environmental regulation, as well as with respect to the outcome of any
       legal, regulatory or other proceedings,


•      the continuing impact of the ongoing coronavirus pandemic and the

associated economic impact, which could extend beyond the duration of the

pandemic,

• the continuing impacts of the Tax and CARES Acts and future changes in

federal and state tax laws, and

• the impact of reductions in demand and lower natural gas and electricity

prices and increasing environmental compliance costs.




We continually assess a broad range of strategic options to maximize long-term
stockholder value. In assessing our options, we consider a wide variety of
factors, including the performance and prospects of our businesses; the views of
investors,

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regulators, customers and rating agencies; our existing indebtedness and
restrictions it imposes; and tax considerations, among other things. Strategic
options available to us include:
•      the acquisition, construction or disposition of T&D facilities, clean
       energy investments and/or generation projects, including offshore wind
       opportunities,

• the disposition or reorganization of our merchant generation business or

portions thereof or other existing businesses or the acquisition or

development of new businesses,

• the expansion of our geographic footprint, and




•      investments in capital improvements and additions, including the
       installation of environmental upgrades and retrofits, improvements to

system resiliency, modernizing existing infrastructure and participation

in transmission projects through FERC's "open window" solicitation

process.




There can be no assurance, however, that we will successfully develop and
execute any of the strategic options noted above, or any additional options we
may consider in the future. The execution of any such strategic plan may not
have the expected benefits or may have unexpected adverse consequences.


RESULTS OF OPERATIONS
PSEG
Our results of operations are primarily comprised of the results of operations
of our principal operating subsidiaries, PSE&G and PSEG Power, excluding charges
related to intercompany transactions, which are eliminated in consolidation. For
additional information on intercompany transactions, see Item 1. Note 20.
Related-Party Transactions.

                           Three Months Ended             Increase/            Six Months Ended            Increase/
                                June 30,                  (Decrease)               June 30,                (Decrease)
                            2020           2019         2020 vs. 2019       

2020 2019 2020 vs. 2019


                                Millions              Millions       %             Millions            Millions       %

Operating Revenues $ 2,050 $ 2,316 $ (266 ) (11 ) $ 4,831 $ 5,296 $ (465 ) (9 )


  Energy Costs                595            704          (109 )    (15 )   

1,501 1,828 (327 ) (18 )

Operation and


  Maintenance                 733            750           (17 )     (2 )       1,487       1,506           (19 )     (1 )

Depreciation and


  Amortization                315            307             8        3           639         621            18        3
  Loss on Asset
  Dispositions                  -            395          (395 )    N/A             -         395          (395 )    N/A

Income from Equity


  Method Investments            3              5            (2 )    (40 )           6           7            (1 )    (14 )

Net Gains (Losses)


  on Trust Investments        201             39           162      N/A     

(20 ) 167 (187 ) N/A

Other Income


  (Deductions)                 38             33             5       15            42          66           (24 )    (36 )

Net Non-Operating

Pension and OPEB


  Credits (Costs)              62             33            29       88           124          66            58       88
  Interest Expense            151            137            14       10           304         270            34       13

Income Tax (Benefit)


  Expense                     109            (20 )         129      N/A           153         129            24       19


The following discussions for PSE&G and PSEG Power provide a detailed explanation of their respective variances.


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PSE&G

                            Three Months Ended              Increase/             Six Months Ended            Increase/
                                 June 30,                  (Decrease)                 June 30,                (Decrease)
                             2020           2019          2020 vs. 2019           2020         2019         2020 vs. 2019
                                 Millions               Millions       %              Millions            Millions       %
  Operating Revenues   $    1,456         $ 1,382     $      74         5     $    3,339     $ 3,414     $    (75 )      (2 )
  Energy Costs                510             529           (19 )      (4 )        1,218       1,476         (258 )     (17 )
  Operation and
  Maintenance                 380             369            11         3            766         777          (11 )      (1 )
  Depreciation and
  Amortization                217             202            15         7            439         414           25         6
  Net Gains (Losses)
  on Trust Investments          1               -             1       N/A              1           1            -         -
  Other Income
  (Deductions)                 26              19             7        37             53          38           15        39
  Net Non-Operating
  Pension and OPEB
  Credits (Costs)              52              29            23        79            103          59           44        75
  Interest Expense             98              89             9        10            194         176           18        10
  Income Tax Expense
  (Benefit)                    47              14            33       N/A            156          39          117       N/A



Three Months Ended June 30, 2020 as Compared to 2019
Operating Revenues increased $74 million due to changes in delivery, commodity,
clause and other operating revenues.
Delivery Revenues increased $69 million due primarily to
•      Transmission revenues were $66 million higher due to increased 2020
       revenue requirements attributable to higher rate base investment and the
       prior year flowback of certain excess deferred taxes that ended at
       year-end 2019.

• Gas distribution revenues increased by $11 million due primarily to a $26

million increase due to higher volumes and a $5 million increase from the

GSMP I and GSMP II, partially offset by a $20 million decrease in Weather

Normalization Charges (WNCs).

• Electric distribution revenues increased by $3 million due to a $7 million

increase due to higher volumes, partially offset by a $4 million decrease

in the collection of Green Program Recovery Charges (GPRC).

• Gas and Electric revenues decreased by $11 million due to an increase in


       the flowback to customers of excess deferred tax liabilities and tax
       repair-related accumulated deferred income tax benefits resulting from
       rate reductions, which is offset in Income Tax Expense.


Commodity Revenues decreased $34 million as a result of lower Electric revenues,
partially offset by higher Gas revenues. The changes in Commodity revenues for
both electric and gas are entirely offset by the changes in Energy Costs. PSE&G
earns no margin on the provision of BGS or basic gas supply service (BGSS) to
retail customers.
•      Electric commodity revenues decreased $60 million due primarily to $67

million in lower BGS prices, partially offset by $5 million in higher BGS

sales volumes.

• Gas commodity revenues increased $26 million due primarily to $42 million

higher BGSS sales volumes, partially offset by a $15 million decrease in

prices.




Clause Revenues increased $23 million due primarily to a $15 million reduction
in Tax Adjustment Credit (TAC) deferrals and higher SBC revenues of $9 million.
The changes in the TAC deferral and SBC amounts are entirely offset by changes
in the amortization of Regulatory Assets and Regulatory Liabilities and related
costs in O&M, D&A, Interest and Income Tax Expenses. PSE&G does not earn margin
on TAC deferrals or SBC revenues.
Other Operating Revenues increased by $16 million due primarily to an $11
million increase in solar renewable energy credit (SREC) revenues and $4 million
in higher ZEC revenues billed since mid-April 2019. See Item 1. Note 11.
Commitments and Contingent Liabilities. The changes in these components of
revenues are entirely offset by changes to Energy Costs.

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Operating Expenses
Energy Costs decreased $19 million. This is entirely offset by changes in
Commodity Revenues and Other Operating Revenues.
Operation and Maintenance increased $11 million due primarily to $10 million in
COVID-19 related costs, an $8 million increase in gas bad debt expense and a net
$3 million increase in clause and renewable-related expenditures. These
increases were partially offset by a $6 million decrease in appliance service
costs, a $2 million decrease in distribution corrective and preventative
expenditures and a $2 million decrease in transmission-related expenditures.
Depreciation and Amortization increased $15 million due primarily to an $11
million increase related to additional plant in service and a $3 million
increase in the amortization of Regulatory Assets.
Other Income (Deductions) increased $7 million due primarily to an increase in
the allowance for funds used during construction (AFUDC).
Net Non-Operating Pension and OPEB Credits (Costs) increased $23 million due
primarily to a $12 million increase in the expected return on plan assets, a $9
million decrease in interest cost and a $3 million decrease in the amortization
of the net actuarial loss, partially offset by a $1 million decrease in the
amortization of prior service credit.
Interest Expense increased $9 million due primarily to a $6 million increase
from debt issuances in January and May 2020 and a $4 million increase from net
debt issuances in May and August 2019.
Income Tax Expense increased $33 million due primarily to higher pre-tax income
and an increase in bad debt flow-through.
Six Months Ended June 30, 2020 as Compared to 2019
Operating Revenues decreased $75 million due to changes in delivery, commodity,
clause and other operating revenues.
Delivery Revenues increased $159 million due primarily to
•      Transmission revenues were $139 million higher due to increased 2020
       revenue requirements attributable to higher rate base investment and the
       prior year flowback of certain excess deferred taxes that ended at
       year-end 2019.


•      Gas distribution revenues increased $26 million due primarily to a $36
       million increase in WNCs and an $18 million increase from the GSMP I and

GSMP II. These increases were partially offset by a $25 million reduction

due to lower volumes and a $3 million decrease in GPRC revenues.

• Electric distribution revenues decreased $4 million due primarily to a $7

million decrease attributable to lower sales volumes, partially offset by


       a $3 million increase in GPRC collections.


•      Electric and Gas revenues further decreased by $2 million due to a net

increase in the flowback to customers of excess deferred tax liabilities

and tax repair-related accumulated deferred income tax benefits resulting

from rate reductions, which is offset in Income Tax Expense.




Commodity Revenues decreased $326 million as a result of lower Gas and Electric
revenues. The changes in Commodity revenues for both gas and electric are
entirely offset by the changes in Energy Costs. PSE&G earns no margin on the
provision of BGSS and BGS to retail customers.
•      Electric commodity revenues decreased $190 million due primarily to $156

million in lower BGS prices and $38 million in lower BGS sales volumes.

• Gas commodity revenues decreased $136 million due primarily to lower BGSS

prices of $83 million and lower BGSS sales volumes of $53 million.




Clause Revenues increased $25 million due primarily to a $25 million increase in
TAC deferrals and higher SBC revenues of $6 million. These increases were
partially offset by a $7 million decrease in Margin Adjustment Clause (MAC)
revenues. The changes in TAC deferral amounts, SBC and MAC revenues are entirely
offset by changes in the amortization of Regulatory Assets and Regulatory
Liabilities and related costs in O&M, D&A, Interest and Income Tax Expenses.
PSE&G does not earn margin on TAC deferrals, SBC and MAC revenues.
Other Operating Revenues increased by $67 million due primarily to $42 million
in ZEC revenues billed since mid-April 2019 and a $25 million increase in SREC
revenues. See Item 1. Note 11. Commitments and Contingent Liabilities. The
changes in these components of revenues are entirely offset by changes to Energy
Costs.
Operating Expenses
Energy Costs decreased $258 million. This is entirely offset by changes in
Commodity Revenues and Other Operating Revenues.

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Operation and Maintenance decreased $11 million due primarily to a net $10
million decrease in clause and renewable-related expenditures, an $8 million
decrease in appliance service costs, a $5 million decrease in distribution
corrective and preventative maintenance expenditures, a $4 million decrease in
injuries and damages, a $4 million decrease in transmission-related expenditures
and a $3 million reduction in other operating expenses. These decreases were
partially offset by $12 million of COVID-19 related costs and an $11 million
increase in gas bad debt expense.
Depreciation and Amortization increased $25 million due primarily to a $22
million increase related to additional plant in service and a $2 million
increase in the amortization of Regulatory Assets.
Other Income (Deductions) increased $15 million due primarily to an increase in
AFUDC.
Net Non-Operating Pension and OPEB Credits (Costs) increased $44 million due
primarily to a $23 million increase in the expected return on plan assets, a $17
million decrease in interest cost and a $7 million decrease in the amortization
of the net actuarial loss, partially offset by a $3 million decrease in the
amortization of prior service credit.
Interest Expense increased $18 million due primarily to a $12 million increase
from net debt issuances in May and August 2019 and a $10 million increase from
debt issuances in January and May 2020. These increases were partially offset by
a decrease of $3 million due to a reduction in short-term borrowings.
Income Tax Expense increased $117 million due primarily to higher pre-tax income
and the reduction in the 2020 flowback of PSE&G's excess deferred income tax
liabilities, as PSE&G refunded all FERC-approved, transmission-related excess
deferred income taxes that are not subject to the normalization rules in 2019.

PSEG Power

                           Three Months Ended             Increase/            Six Months Ended            Increase/
                                June 30,                  (Decrease)               June 30,                (Decrease)
                            2020            2019        2020 vs. 2019          2020         2019         2020 vs. 2019
                                Millions              Millions       %             Millions            Millions       %
  Operating Revenues   $    683          $ 1,083     $    (400 )    (37 )   $   1,903     $ 2,499     $    (596 )    (24 )
  Energy Costs              323              411           (88 )    (21 )         999       1,197          (198 )    (17 )
  Operation and
  Maintenance               225              268           (43 )    (16 )         466         503           (37 )     (7 )
  Depreciation and
  Amortization               91               95            (4 )     (4 )         185         189            (4 )     (2 )
  Loss on Asset
  Dispositions                -              395          (395 )    N/A             -         395          (395 )    N/A
  Income from Equity
  Method Investments          3                5            (2 )    (40 )           6           7            (1 )    (14 )
  Net Gains (Losses)
  on Trust Investments      196               38           158      N/A           (24 )       164          (188 )    N/A
  Other Income
  (Deductions)               12               15            (3 )    (20 )         (11 )        28           (39 )    N/A
  Net Non-Operating
  Pension and OPEB
  Credits (Costs)             9                3             6      N/A            17           6            11      N/A
  Interest Expense           30               26             4       15            64          51            13       25
  Income Tax Expense
  (Benefit)                  64              (11 )          75      N/A            (6 )       113          (119 )    N/A



Three Months Ended June 30, 2020 as Compared to 2019
Operating Revenues decreased $400 million due primarily to changes in generation
and gas supply revenues.
Generation Revenues decreased $435 million due primarily to
•      a net decrease of $403 million due to MTM losses in 2020 as compared to

MTM gains in 2019. Of this amount, there was a $310 million decrease due

to changes in forward prices this year as compared to last year coupled

with a $93 million decrease due to more losses on positions reclassified


       to realized upon settlement,


•      a net decrease of $30 million in capacity revenues due primarily to
       decreases in auction prices in the PJM region, and

• a decrease of $16 million in electricity sold under our BGS contracts,


       primarily due to lower volumes coupled with lower prices,



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•      partially offset by an increase of $16 million in ZEC revenue due to
       increased generation at the Salem nuclear generating station.

Gas Supply Revenues increased $35 million due primarily to • a net increase of $24 million in sales under the BGSS contract, of which

$28 million was due to an increase in sales volumes, partially offset by

$4 million due to lower average sales prices, and

• a net increase of $12 million related to sales to third parties, of which

$27 million was due to higher volumes sold, partially offset by $15

million due to lower average sales prices.




Operating Expenses
Energy Costs represent the cost of generation, which includes fuel costs for
generation as well as purchased energy in the market, and gas purchases to meet
PSEG Power's obligation under its BGSS contract with PSE&G. Energy Costs
decreased $88 million due to
Generation costs decreased $113 million due primarily to
•      a net decrease of $86 million due to MTM gains in 2020 as compared to MTM

losses in 2019. Of this amount, there was a $54 million decrease due to

changes in forward prices this year as compared to last year coupled with

a $36 million decrease due to more gains on positions reclassified to

realized upon settlement,

• a net decrease of $19 million in fuel costs due to lower usage of coal in

the PJM region primarily due to the sale of our ownership interests in

Keystone and Conemaugh generation plants coupled with lower volumes of gas

in the PJM region. This was partially offset by utilization of higher

volumes of gas in the New England (NE) region due to the commencement of


       commercial operations of Bridgeport Harbor Station Unit 5 (BH5) in June
       2019, and

• a decrease of $9 million due to a favorable lower of cost or market

(LOCOM) adjustment on oil inventory due to the recovery in oil prices.

Gas costs increased $25 million due mainly to • a net increase of $13 million related to sales to third parties, of which

$26 million was due to higher volumes sold, partially offset by $13
       million due to a decrease in the average cost of gas, and

• a net increase of $12 million related to sales under the BGSS contract, of

which $27 million was due to an increase in sendout volumes, partially

offset by $15 million due to a decrease in the average cost of gas.




Operation and Maintenance decreased $43 million due primarily to a $34 million
net decrease at our fossil plants due to the sale of our ownership interests in
the Keystone and Conemaugh generation plants and lower planned outage costs in
2020. In addition, there was an $8 million net decrease due to lower outage
costs at our nuclear plants.
Depreciation and Amortization decreased $4 million due primarily to a $3 million
net decrease at our nuclear plants due to the Peach Bottom License Renewal that
was approved by the NRC in March 2020, partially offset by an increased asset
base. This decrease was coupled with a $2 million net decrease at our fossil
plants, primarily due to the sale of our ownership interests in the Keystone and
Conemaugh generation plants in 2019, partially offset by an increase due to BH5
being placed into service in June 2019.
Loss on Asset Dispositions of $395 million in 2019 was due to an asset
impairment related to the sale of PSEG Power's interests in the Keystone and
Conemaugh fossil generation plants (see Item 1. Note 4. Early Plant
Retirements/Asset Dispositions).
Net Gains (Losses) on Trust Investments increased $158 million due primarily to
a $149 million increase resulting from net unrealized gains on equity
investments in the NDT Fund and a $7 million increase in net realized gains on
NDT Fund investments.
Net Non-Operating Pension and OPEB Credits (Costs) increased $6 million due to a
$3 million decrease in interest cost, a $2 million increase in the expected
return on plan assets, and a $1 million decrease in the amortization of the net
actuarial loss.
Interest Expense increased $4 million due primarily to lower capitalized
interest as a result of BH5 being place into service in 2019, partially offset
by an April 2020 debt maturity.
Income Tax Expense increased $75 million due primarily to higher pre-tax income,
including higher pre-tax income from the NDT qualified fund, which is subject to
an additional trust tax, partially offset by the tax benefit from changes in
uncertain tax positions as a result of the settlement of the 2011-2016 federal
income tax audits.

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Six Months Ended June 30, 2020 as Compared to 2019
Operating Revenues decreased $596 million due primarily to changes in generation
and gas supply revenues.
Generation Revenues decreased $500 million due primarily to
•      a net decrease of $336 million due to lower MTM gains in 2020 as compared

to 2019. Of this amount, there was a $218 million decrease due to changes


       in forward prices this year as compared to last year coupled with a $118
       million decrease due to losses on positions reclassified to realized upon
       settlement in 2020 compared to gains in 2019,

• a net decrease of $113 million due primarily to lower average realized

prices in PJM, NE and New York (NY) regions coupled with lower volumes

sold in the PJM region primarily due to the sale of our ownership

interests in Keystone and Conemaugh generation plants. This was partially

offset by higher volumes of electricity sold in the NE region, primarily


       due to the commencement of commercial operations of BH5 in June 2019,


•      a net decrease of $65 million in capacity revenues due primarily to
       decreases in auction prices in the PJM region, partially offset by the
       commencement of commercial operations of BH5 in June 2019 in the NE
       region, and

• a decrease of $48 million in electricity sold under our BGS contracts

primarily due to lower volumes coupled with lower prices,

• partially offset by an increase of $67 million due to ZECs revenues that

started in mid-April 2019.

Gas Supply Revenues decreased $96 million due primarily to • a decrease of $101 million in sales under the BGSS contract, of which $61

million was due to a decrease in sales volumes and $40 million was due to

lower average sales prices,

• partially offset by a net increase of $9 million related to sales to third

parties, of which $57 million was due to higher volumes sold partially

offset by $48 million due to lower average sales prices.




Operating Expenses
Energy Costs represent the cost of generation, which includes fuel costs for
generation as well as purchased energy in the market, and gas purchases to meet
PSEG Power's obligation under its BGSS contract with PSE&G. Energy Costs
decreased $198 million due to
Generation costs decreased $123 million due primarily to
•      a net decrease of $106 million in fuel costs reflecting lower gas prices

in the PJM and NY regions coupled with the utilization of lower volumes of

coal in the PJM region primarily due to the sale of our ownership

interests in the Keystone and Conemaugh generation plants, and lower

volumes of gas used in the PJM region. This was partially offset by

utilization of higher volumes of gas in the NE region at higher prices due


       to the commencement of commercial operations at BH5 in June 2019, and

• a net decrease of $25 million due to less MTM losses in 2020 as compared

to 2019 resulting from changes in forward prices this year as compared to

last year,

• partially offset by an $11 million increase due to a net LOCOM adjustment

on oil inventory caused by a decrease in oil demand and pricing earlier in

2020.

Gas costs decreased $75 million due mainly to • a decrease of $86 million related to sales under the BGSS contract, of

which $49 million was due to a decrease in sendout volumes and $37 million


       to a decrease in the average cost of gas,


•      partially offset by a net increase of $11 million related to sales to
       third parties, of which $53 million was due to higher volumes sold,

partially offset by $42 million due to a decrease in the average cost of

gas.




Operation and Maintenance decreased $37 million due primarily to a net decrease
at our fossil plants, due to the sale of our ownership interests in the Keystone
and Conemaugh generation plants in 2019, coupled with lower planned outage costs
in 2020.
Depreciation and Amortization decreased $4 million due primarily to a $3 million
net decrease at our nuclear plants due to the Peach Bottom License Renewal that
was approved by the NRC in March 2020, partially offset by an increased asset
base. This decrease was coupled with a $2 million net decrease at our fossil
plants, primarily due to the sale of our ownership interests in the Keystone and
Conemaugh generation plants in 2019, partially offset by an increase due to BH5
being placed into service in June 2019.

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Loss on Asset Dispositions of $395 million in 2019 was due to an asset
impairment related to the sale of PSEG Power's interests in the Keystone and
Conemaugh fossil generation plants (see Item 1. Note 4. Early Plant
Retirements/Asset Dispositions).
Net Gains (Losses) on Trust Investments decreased $188 million due primarily to
a $171 million decrease resulting from net unrealized losses in 2020 as compared
to net unrealized gains in 2019 on equity investments in the NDT Fund and a $15
million decrease in net realized gains on NDT Fund investments.
Other Income (Deductions) decreased $39 million primarily due to purchases of
net operating losses (NOLs) in 2020 under New Jersey's Technology Tax Benefit
Transfer Program.
Net Non-Operating Pension and OPEB Credits (Costs) increased $11 million due to
a $5 million increase in the expected return on plan assets, a $5 million
decrease in interest cost and a $2 million decrease in the amortization of the
net actuarial loss, partially offset by a $1 million decrease in the
amortization of prior service credit.
Interest Expense increased $13 million due primarily to lower capitalized
interest as a result of BH5 being place into service in 2019, partially offset
by an April 2020 debt maturity.
Income Tax Expense decreased $119 million due primarily to lower pre-tax income,
including lower pre-tax income from the NDT qualified fund, which is subject to
an additional trust tax, the benefit from the 2019 NOLs purchased under the New
Jersey Technology Tax Benefit Transfer Program in 2020, and the tax benefit from
changes in uncertain tax positions as a result of the settlement of the
2011-2016 federal income tax audits.

LIQUIDITY AND CAPITAL RESOURCES
The following discussion of our liquidity and capital resources is on a
consolidated basis, noting the uses and contributions, where material, of our
two direct major operating subsidiaries.
Operating Cash Flows
We continue to expect our operating cash flows combined with cash on hand and
financing activities to be sufficient to fund planned capital expenditures and
provide opportunities for shareholder dividends.
For the six months ended June 30, 2020, our operating cash flow decreased $160
million as compared to the same period in 2019. The net decrease was primarily
due to the net changes from our subsidiaries, as discussed below, and lower net
tax payments in 2020 at the parent company and Energy Holdings.
Given the current economic challenges, PSE&G has informed both our residential
customers and state regulators that all non-safety related service
disconnections for non-payment will be temporarily suspended. In addition, the
current economic conditions have adversely impacted residential and C&I customer
payment patterns. While the negative impact on customer payment patterns,
including a significant decrease in cash inflow and higher Accounts Receivable
aging and associated increasing bad debt expense did not have a material impact
on our cash flows for the six months ended June 30, 2020, we expect a prolonged
adverse change to customer payment patterns could materially and adversely
impact our cash flows from operations beyond the duration of the coronavirus
pandemic.
PSE&G
PSE&G's operating cash flow increased $161 million from $838 million to $999
million for the six months ended June 30, 2020, as compared to the same period
in 2019, due primarily to higher earnings in 2020, and $136 million in decreased
payments due to lower BGS payments from decreased sales. These increases were
partially offset by tax payments in 2020 as compared to tax refunds in 2019 and
a decrease of $154 million from increased regulatory deferrals including BGS due
to lower sales, a Weather Normalization deferral resulting from a warmer than
normal winter, and the Tax Adjustment Credit.
PSEG Power
PSEG Power's operating cash flow decreased $524 million from $1,150 million to
$626 million for the six months ended June 30, 2020, as compared to the same
period in 2019, due to a $360 million reduction related to counterparty cash
collateral posting requirements, lower earnings, a $63 million decrease from net
collections of counterparty receivables, a $20 million decrease in the usage of
fuels, materials and supplies, and tax payments in 2020 as compared to tax
refunds in 2019.
Short-Term Liquidity
PSEG meets its short-term liquidity requirements, as well as those of PSEG
Power, primarily through the issuance of commercial paper and, from time to
time, short-term loans. 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.

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We continually monitor our liquidity and seek to add capacity as needed to meet
our 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.
In March 2020, PSEG entered into a $300 million, 364-day term loan agreement and
in April 2020 it entered into two 364-day term loan agreements for $200 million
and $300 million. These term loans provide an additional source of liquidity for
our operations as we continue to monitor the impact of the ongoing coronavirus
pandemic on the volatility and availability of the capital and commercial paper
markets. These term loans are not included in the credit facility amounts
presented in the following table.
Our total credit facilities and available liquidity as of June 30, 2020 were as
follows:

                             As of June 30, 2020
                       Total                 Available
  Company/Facility    Facility     Usage     Liquidity
                                  Millions
  PSEG               $   1,500    $  408    $     1,092
  PSE&G                    600        17            583
  PSEG Power             2,100       136          1,964
  Total              $   4,200    $  561    $     3,639



As of June 30, 2020, our credit facility capacity was in excess of our projected
maximum liquidity requirements over our 12 month planning horizon as we continue
to monitor the impact and volatility of the ongoing coronavirus pandemic on cash
flows and capital market conditions. Our maximum liquidity requirements are
based on stress scenarios that incorporate changes in commodity prices and the
potential impact of PSEG Power losing its investment grade credit rating from
S&P or Moody's, which would represent a three level downgrade from its current
S&P or Moody's ratings. In the event of a deterioration of PSEG Power's credit
rating, certain of PSEG Power's agreements allow the counterparty to demand
further performance assurance. The potential additional collateral that we would
be required to post under these agreements if PSEG Power were to lose its
investment grade credit rating was approximately $845 million and $974 million
as of June 30, 2020 and December 31, 2019, respectively.
For additional information, see Item 1. Note 12. Debt and Credit Facilities.
Long-Term Debt Financing
During the next twelve months,
• PSEG has a $700 million floating rate term loan maturing in November 2020,


•      PSE&G has $250 million of 3.50% Medium-Term Notes (MTN), Series G,
       maturing in August 2020, $9 million of 7.04% MTN, Series A, maturing in

November 2020, $300 million of 1.90% MTN, Series K, maturing in March 2021

and $134 million of 9.25% Mortgage Bonds Series CC maturing in June 2021,

and

PSEG Power has a $700 million 3.00% Senior Note maturing in June 2021.




PSEG, PSEG Power, Energy Holdings, PSEG LI and Services participate in a
corporate money pool, an aggregation of daily cash balances designed to
efficiently manage their respective short-term liquidity needs, which are
accounted for as intercompany loans. In April 2020, PSEG utilized external
sources of liquidity, including the commercial paper markets and term loans, to
repay a loan to PSEG Power through the money pool and PSEG Power used the
proceeds from this loan repayment to redeem its $406 million of 5.13% Senior
Notes at maturity.
For additional information see Item 1. Note 12. Debt and Credit Facilities.
Guarantor Financial Information
PSEG Power's Senior Notes are fully and unconditionally guaranteed on a joint
and several basis by its subsidiaries, PSEG Fossil LLC, PSEG Nuclear LLC and
PSEG Energy Resources & Trade LLC. Each guarantor subsidiary is a wholly owned
consolidated subsidiary of PSEG Power.
Summarized financial information is being presented, on a combined basis, only
for PSEG Power (parent company) and the guarantors of PSEG Power's Senior Notes,
excluding investments in, and earnings (losses) from, subsidiaries that are not
guarantors. All transactions between PSEG Power (parent company) and the
guarantor subsidiaries are eliminated in the combined summarized financial
information. The required disclosures for the year-to-date interim period and
the most recent

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fiscal year have been moved outside the Notes to Condensed Consolidated Financial Statements and are provided in the following tables.



                          Six Months Ended          Year Ended
                            June 30, 2020       December 31, 2019
                                          Millions
  Operating Revenues (A) $            1,867    $             4,315
  Operating Income       $              250    $               451
  Net Income             $              191    $               484


(A) Operating Revenues include sales to affiliates of $710 million and $1,463


       million, respectively for the six months ended June 30, 2020 and year
       ended December 31, 2019, respectively.



                                                               As of                  As of
                                                            June 30, 2020       December 31, 2019

Millions


  Current Receivables from Subsidiaries and Affiliates   $          2,274     $             2,456
  Total Current Assets                                   $          3,289     $             3,559
  Noncurrent Receivables from Affiliates                 $             28     $                17
  Total Noncurrent Assets                                $          7,056     $             7,025

  Current Payables to Subsidiaries and Affiliates        $            249     $               218
  Total Current Liabilities                              $          1,373     $             1,155
  Noncurrent Payables to Affiliates                      $             53     $               115
  Total Noncurrent Liabilities                           $          4,274     $             4,934



Pension and NDT Fund Obligations
IRS minimum funding requirements for pension plans are determined based on the
fund assets and liabilities at the end of a calendar year for the subsequent
calendar year. As a result, the market downturn associated with the ongoing
coronavirus pandemic is not expected to impact our pension contributions in
2020. In the event of a prolonged economic downturn associated with the ongoing
coronavirus pandemic, our contributions to the pension plans may increase in
future periods to meet IRS minimum funding requirements. PSEG had accumulated
funding credits totaling approximately $600 million through 2019, which
represent historical contributions in excess of IRS minimum funding
requirements, and these credits can be applied to offset any future cash
contribution obligations.
In addition, the NRC requires a biennial filing of the NDT fund balances against
the decommissioning liability estimate. Any funding shortfalls are required to
be cured prior to the next NRC reporting period. The market downturn associated
with the ongoing coronavirus pandemic is not currently expected to result in any
supplemental required funding of the NDT Fund. To the extent of a prolonged
economic downturn associated with the ongoing coronavirus pandemic, our funding
requirements may increase in future periods to meet NRC minimum funding
requirements.
Common Stock Dividends
On July 21, 2020, our Board of Directors declared a $0.49 dividend per share of
common stock for the third quarter of 2020. This reflects an indicative annual
dividend rate of $1.96 per share. We expect to continue to pay cash dividends on
our common stock; however, the declaration and payment of future dividends to
holders of our common stock will be at the discretion of the Board of Directors
and will depend upon many factors, including our financial condition, earnings,
capital requirements of our businesses, alternate investment opportunities,
legal requirements, regulatory constraints, industry practice, the impact of the
ongoing coronavirus pandemic on our business and the capital and credit markets
and other factors that the Board of Directors deems relevant. For additional
information related to cash dividends on our common stock, see Item 1. Note 18.
Earnings Per Share (EPS) and Dividends.
Credit Ratings
If the rating agencies lower or withdraw our credit ratings, such revisions may
adversely affect the market price of our securities and serve to materially
increase our cost of capital and limit access to capital. Credit Ratings shown
are for securities that we typically issue. Outlooks are shown for Issuer Credit
Ratings (Moody's) and Corporate Credit Ratings (S&P) and can

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be Stable, Negative, or Positive. There is no assurance that the ratings will
continue for any given period of time or that they will not be revised by the
rating agencies, if in their respective judgments, circumstances warrant. Each
rating given by an agency should be evaluated independently of the other
agencies' ratings. The ratings should not be construed as an indication to buy,
hold or sell any security.

                     Moody's (A)   S&P (B)
  PSEG
  Outlook              Stable      Stable
  Senior Notes          Baa1         BBB
  Commercial Paper       P2          A2
  PSE&G
  Outlook              Stable      Stable
  Mortgage Bonds         Aa3          A
  Commercial Paper       P1          A2
  PSEG Power
  Outlook              Stable      Stable
  Senior Notes          Baa1        BBB+



(A)           Moody's ratings range from Aaa (highest) to C (lowest) for
              long-term securities and P1 (highest) to NP (lowest) for short-term
              securities.


(B)           S&P ratings range from AAA (highest) to D (lowest) for long-term
              securities and A1 (highest) to D (lowest) for short-term
              securities.



CAPITAL REQUIREMENTS
We expect that all of our capital requirements over the next three years will
come from a combination of internally generated funds and external debt
financing. There were no material changes to our projected capital expenditures
as compared to amounts disclosed in our Form 10-K. See Executive Overview of
2020 and Future Outlook for additional information.
PSE&G
During the six months ended June 30, 2020, PSE&G made capital expenditures of
$1,190 million, primarily for T&D system reliability. This does not include
expenditures for cost of removal, net of salvage, of $44 million, which are
included in operating cash flows.
PSEG Power
During the six months ended June 30, 2020, PSEG Power made capital expenditures
of $114 million, excluding $104 million for nuclear fuel, primarily related to
various nuclear and solar projects.

ACCOUNTING MATTERS
For information related to recent accounting matters, see Item 1. Note 2. Recent
Accounting Standards.

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