This combined MD&A is separately filed by Public Service Enterprise Group Incorporated (PSEG) and Public Service Electric and Gas Company (PSE&G). Information contained herein relating to any individual company is filed by such company on its own behalf.

PSEG's business consists of two reportable segments, PSE&G and PSEG Power LLC (PSEG Power), 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 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. 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
Power is no longer a Securities and Exchange Commission (SEC) registrant;
however, it continues to be consolidated and reported in PSEG's financial
statements as a wholly owned subsidiary and operating segment.

In August 2021, PSEG entered into two agreements to sell PSEG Power's 6,750
megawatts (MW) fossil generating portfolio to newly formed subsidiaries of
ArcLight Energy Partners Fund VII, L.P., a fund controlled by ArcLight Capital
Partners, LLC. In February 2022, we completed the sale of this fossil generating
portfolio. As a result, disclosures in this Item 7 and elsewhere in this
document that relate solely to this 6,750 MW fossil generating portfolio, except
for those related to certain assets and liabilities excluded from the sale
transactions, primarily for obligations under environmental regulations,
including possible remediation obligations under the New Jersey Industrial Site
Recovery Act and the Connecticut Transfer Act, are no longer relevant to our
business.

PSEG's other direct wholly owned subsidiaries are: PSEG Energy Holdings L.L.C.
(Energy Holdings), which holds our investments in offshore wind ventures and
legacy portfolio of lease investments; 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 (OSA); and PSEG Services
Corporation (Services), which provides certain management, administrative and
general services to PSEG and its subsidiaries at cost.

Our business discussion in Item 1. Business 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
Item 1A. Risk Factors provides information about factors that could have a
material adverse impact on our businesses. The following discussion provides an
overview of the significant events and business developments that have occurred
during 2021 and key factors that we expect may drive our future performance.
This discussion refers to the Consolidated Financial Statements (Statements) and
the related Notes to the Consolidated Financial Statements (Notes). This
discussion should be read in conjunction with such Statements and Notes.

For a discussion of 2020 items and year-over-year comparisons of changes in our
financial condition and results of operations as of and for the years ended
December 31, 2020 and December 31, 2019, see Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report
on Form 10-K for the year ended December 31, 2020 (2020 Annual Report) as filed
with the SEC on February 26, 2021.

EXECUTIVE OVERVIEW OF 2021 AND FUTURE OUTLOOK



We are progressing on our strategy to become a predominantly regulated electric
and gas utility and a contracted carbon-free energy infrastructure company. We
are focused on meeting customer expectations and being well aligned with public
policy objectives by investing to modernize our energy infrastructure, improve
reliability, increase energy efficiency and deliver cleaner energy. Our business
plan focuses on achieving growth while controlling costs and managing the risks
associated with regulatory and policy changes and fluctuating commodity prices.
In furtherance of these goals, over the past few years, our investments have
altered our business mix to reflect a higher percentage of earnings contribution
by PSE&G, which improves
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the sustainability and predictability of our earnings and cash flows. In June
2021, we completed the sale of PSEG Power's solar portfolio and in August 2021
we entered into two agreements to sell PSEG Power's 6,750 MW of fossil
generation located in New Jersey, Connecticut, New York and Maryland. In
February 2022, we completed the sale of this fossil generation portfolio, which
represented an important milestone in our strategy and has further altered our
business mix, resulting in an even higher percentage of earnings contribution by
PSE&G going forward and provides more financial flexibility. See Item 8. Note 4.
Early Plant Retirements/Asset Dispositions and Impairments for additional
information.

PSE&G, PSEG Power and PSEG LI are providing essential services during the
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 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.

The COVID-19 pandemic and associated government actions and economic effects
continue to impact our businesses. We have incurred additional expenses to
protect our employees and customers, and PSE&G is experiencing significantly
higher customer bad debts and lower cash collections, as discussed below. 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. These include the duration and severity of
the outbreaks as well as third-party actions taken to contain their spread and
mitigate their public health effects, and governmental or regulatory actions
regarding customer collections, potential limitations on rate increases,
recovery of incremental costs, and other matters. 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 years
2021-2025, PSE&G's capital investment program is estimated to be in a range of
$14 billion to $16 billion, resulting in an expected compound annual growth in
rate base of 6.5% to 8%. The low end of the range assumes an extension of our
Gas System Modernization Program (GSMP) and Clean Energy Future (CEF)-Energy
Efficiency (EE) program at their average annual investment levels, as these
programs are expected to continue at least at those current rates beyond their
currently approved timeframe of 2023. The upper end of the range is driven by
certain unapproved investment programs, including an Infrastructure Advancement
Program (IAP) which we filed in November 2021. The IAP is a proposed $848
million investment program made over four years to improve the reliability of
the "last mile" of our electric distribution system, address aging substations
and gas metering and regulating stations and invest in electric vehicle charging
infrastructure at our facilities to support the electrification of our fleet
over the coming years. The upper end of the range also includes an extension of
our Energy Strong program, which otherwise concludes in 2023, as well as the
remaining portion of our CEF proposal (portion of Electric Vehicle (EV) and
Energy Storage (ES) programs) and a potentially higher amount of investment for
GSMP and CEF-EE beyond current levels. During 2022, we expect to file for
extensions of our GSMP and CEF-EE program, which we expect will conclude in the
first half of 2023.

In September 2020, PSE&G reached a settlement with parties in the CEF-EE
proceeding, which the BPU approved. The settlement commits $1 billion over a
three-year period, with the majority of the investment occurring over a
five-year period. Costs will be recovered through annual rate-making, with
returns aligned with our most recent base rate case and a ten-year amortization
period.

The approval also included a Conservation Incentive Program (CIP), a mechanism
that provides for recovery of lost electric and gas variable margin revenues
relative to a baseline of the test year (July 2017 to June 2018) set in in our
last base rate case. The deferral period for this mechanism became effective in
June 2021 for electric and October 2021 for gas. PSE&G suspended its gas Weather
Normalization Charge (WNC) when the gas CIP began.

In January 2021, the BPU approved a settlement with PSE&G and other parties in
the CEF-Energy Cloud (EC) proceeding. The capital cost of the program, which is
driven by the implementation of advanced metering infrastructure (AMI), is
estimated to be $707 million, invested over the next four years.

Also in January 2021, the BPU approved a settlement with PSE&G and other parties
in the CEF-EV proceeding for a majority of the components of the program. The
approved investment under the program is for approximately $166 million,
primarily relating to preparatory work to deliver infrastructure to the charging
point for three programs: residential smart charging; Level-2 mixed use
charging; and direct current fast charging. A remaining component of our program
related to medium and heavy duty charging infrastructure was the subject of a
stakeholder process at the BPU in 2021. We currently anticipate that this effort
will conclude with PSE&G submitting a filing in mid-year 2022 targeting
infrastructure investments for the medium and heavy duty EV market.
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All of the capital costs and expenses of the CEF-EC and CEF-EV programs are
expected to be recovered in PSE&G's next base rate case, expected to be filed
with the BPU by the end of 2023. From the start of the program until the
commencement of new base rates, the return on and of the capital portion of each
of these programs, as well as expenses incurred to implement the CEF-EV program
and operating costs and stranded costs associated with the retirement of
existing meters under the CEF-EC program, will be included for recovery as part
of our next rate case expected to be concluded in the second half of 2024. Our
CEF-ES program is being held in abeyance pending future policy guidance from the
BPU.

We also continue to invest in transmission infrastructure in order to (i)
maintain and enhance system integrity and grid reliability, (ii) ensure system
resilience in the face of continued extreme weather conditions and cyber and
physical security threats, (iii) address an aging transmission infrastructure,
(iv) leverage technology to improve the operation of the system, (v) reduce
transmission constraints, (vi) meet changing customer usage patterns and the
demand for 24/7 electricity, and (vii) satisfy state public policy goals,
including aggressive decarbonization agendas. As part of a solicitation by the
BPU, we also proposed two transmission projects to support the development of
offshore wind which are being evaluated by the BPU and PJM Interconnection,
L.L.C. (PJM), with project awards expected in late 2022. As discussed further
below, in October 2021, FERC approved PSE&G's settlement with the BPU and the
New Jersey Division of Rate Counsel (New Jersey Rate Counsel) regarding several
amendments to our transmission formula rate, including the reduction of its base
transmission return on equity (ROE) from 11.18% to 9.9%. Under current FERC
rules, we continue to earn a 50 basis point adder to that base ROE for our
membership in PJM.

The ongoing coronavirus pandemic and associated impacts could have several negative consequences, including potential delays of our regulatory agencies' review and approval of proposed programs or rate recovery.



The coronavirus has also impacted PSE&G's sales, with a reduction in demand from
its commercial and industrial (C&I) customers, largely offset by increases in
residential sales volumes. As a result, there has been no substantive net margin
impact and changes are now largely addressed through the CIP mechanism that
became effective in 2021. The most substantive impact of the pandemic on our
financial position has been adverse changes to residential and C&I payment
patterns. The State of New Jersey issued an Executive Order in March 2020 that
included a moratorium on non-safety related service disconnections for
non-payment. On June 30, 2021, the moratorium imposed by the State of New Jersey
ended but the State had established a "grace period" prohibiting disconnections
for residential customers through December 31, 2021. On January 22, 2022, the
State extended the grace period to March 15, 2022. Consequently, collections and
shut-offs will not be in full effect until mid-March 2022. During the
moratorium, PSE&G has experienced a significant decrease in cash inflow and
higher Accounts Receivable aging and an associated increase in bad debt expense,
which we expect will continue through the grace period and winter moratorium and
take the next several years to fully return to normal levels. Since the start of
the pandemic, PSE&G's allowance for credit losses has increased by approximately
$265 million. PSE&G's electric distribution bad debt expense is recoverable
through its Societal Benefits Clause (SBC) mechanism. PSE&G has deferred its
incremental gas distribution bad debt expense as a result of COVID-19 as a
Regulatory Asset and will seek recovery of that cost, as well as other net
incremental COVID-19 costs, in its next base rate case. Collection efforts with
C&I customers recommenced in the fourth quarter of 2021 and residential customer
collection efforts will recommence in March 2022, with a focus on enrolling
customers in payment support programs. Any further moratoriums on shut-offs or
collection processes could have a material effect on our cash flows, and, to the
extent not fully recovered through a rate-making process, on our financial
results and condition.

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 prudently incurred incremental costs related to COVID-19 beginning
on March 9, 2020 through September 30, 2021 for recovery in a future rate case.
In September 2021, the BPU extended the authorization to defer such costs
through December 31, 2022. 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. As of December 31, 2021, PSE&G has recorded a Regulatory Asset related
to COVID-19 to defer incremental costs of $116 million, which PSEG believes are
recoverable under the BPU Order.

PSEG Power



In July 2020, we announced that we were exploring strategic alternatives for
PSEG Power's non-nuclear generating fleet with the intention of accelerating the
transformation of our business into a predominantly regulated electric and gas
utility, with a significantly contracted generation business. See Item 8. Note
4. Early Plant Retirements/Asset Dispositions and Impairments for additional
information.

In May 2021, PSEG Power Ventures LLC (Power Ventures), a direct wholly owned
subsidiary of PSEG Power, entered into a purchase agreement with Quattro Solar,
LLC, an affiliate of LS Power, relating to the sale by Power Ventures of 100% of
its ownership interest in PSEG Solar Source LLC (Solar Source) including its
related assets and liabilities. The transaction closed in June 2021.

In August 2021, PSEG entered into two agreements to sell PSEG Power's 6,750 MW fossil generating portfolio to newly formed subsidiaries of ArcLight Energy Partners Fund VII, L.P., a fund controlled by ArcLight Capital Partners, LLC. In


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February 2022, PSEG completed the sale of this fossil generating portfolio.
These transformative transactions are expected to reduce overall business risk
and earnings volatility, improve PSEG's financial flexibility and are consistent
with PSEG's climate strategy and sustainability efforts, which are to focus on
clean energy investments, methane reduction, and the transition to carbon-free
generation. See Item 8. Note 4. Early Plant Retirements/Asset Dispositions and
Impairments for additional information.

We have sought to achieve operational excellence 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. During 2021, our natural gas and nuclear
units generated 22.5 and 31.2 terawatt hours and operated at a capacity factor
of 49.1% and 91.9%, respectively. PSEG Power's hedging practices help to manage
some of the volatility of the merchant power business. More than 90% of PSEG
Power's expected gross margin in 2022 from the expected remaining generation
assets after the sale of the fossil generation portfolio relates to hedging of
our energy margin, our expected revenues from the capacity market mechanisms,
Zero Emission Certificate (ZEC) revenues and, certain gas operations and
ancillary service payments such as reactive power. While this limits our
exposure to decreasing prices, our ability to realize benefits from rising
market prices is also limited. As a result of significantly rising energy
prices, as experienced during the second half of 2021, PSEG Power experienced a
substantial increase in net cash collateral postings related to hedge positions
that are out-of-the-money. As of December 31, 2021, net cash collateral postings
were $844 million.

As discussed further below under "Wholesale Power Market Design," in July 2021,
PJM submitted to FERC a proposal to replace the current Minimum Offer Price Rule
(MOPR), which applies to both new and existing resources that receive
out-of-market payments, with new provisions that accommodate state public policy
programs that do not attempt to set the price of capacity. Under the PJM
proposal, PSEG Power's New Jersey nuclear plants that receive ZEC payments would
not be subject to the MOPR. PJM's proposal requested that FERC approve the new
provisions for the next Reliability Pricing Model (RPM) auction. In September
2021, FERC issued a notice that it was not able to act on PJM's proposed changes
to the MOPR because of a split among the Commissioners on the lawfulness of the
proposal. Therefore, PJM's rules became automatically effective as of September
29, 2021 and will apply to the next base residual auction. In February, FERC
approved PJM's filing requesting that the auction be held in June 2022.

PSEG LI



Following the effects of Tropical Storm Isaias, the New York Attorney General
(AG) initiated an inquiry into PSEG LI's preparation and response to the storm.
In addition, the Department of Public Service (DPS) within the New York State
Public Service Commission launched an investigation of the State's electric
service providers', including PSEG LI's, preparation and response to the storm.
The DPS issued an interim storm investigation report finding that PSEG LI
violated its Emergency Response Plan and DPS Regulations, and recommended that
LIPA consider taking various actions, including terminating or renegotiating the
OSA. LIPA also issued a report with recommendations for improvements to PSEG
LI's structure and processes and recommended that LIPA either renegotiate or
terminate the OSA.

In December 2020, LIPA filed a complaint against PSEG LI in New York State court
alleging multiple breaches of the OSA in connection with PSEG LI's preparation
for and response to Tropical Storm Isaias seeking specific performance and $70
million in damages. In June 2021, LIPA and PSEG LI executed a non-binding term
sheet, which includes several changes to the OSA, including shifting a portion
of our fixed revenues to incentive compensation and subjecting a portion of
revenue to the potential imposition of penalties by the DPS due to certain
performance failures by PSEG LI, and resolves all of LIPA's claims related to
Tropical Storm Isaias and the DPS investigation. An amended OSA based on the
term sheet was agreed to by the parties and approved by the LIPA Board in
December 2021. In January 2022, the New York AG approved the Amended OSA and it
has been submitted to the New York Comptroller for approval, which approval must
occur by April 1, 2022 (such date is subject to amendment by mutual agreement of
PSEG LI and LIPA) in order for the Amended OSA to become binding and effective.
Such approval would result in retroactive effectiveness to January 1, 2022 for
purposes of compensation. The OSA contract term will continue through 2025, with
a mutual option to extend for five years. No assurances can be given regarding
obtaining the New York Comptroller approval and the closing of the inquiry by
the AG.

In the event that the Amended OSA is not approved by the New York Comptroller by
April 1, 2022, PSEG LI intends to vigorously defend itself with regard to the
allegations in LIPA's complaint alleging breaches of the OSA. A decision in this
proceeding requiring specific performance or the payment of damages by PSEG LI
or resulting in the termination of the OSA could have a material adverse effect
on PSEG's results of operations and financial condition.

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 energy. Building on this
mission, we are working toward a future where customers universally use less
energy, the energy they use is cleaner, and its delivery is safe, more reliable
and more resilient. In June 2021, we accelerated and expanded our net zero
vision by 20 years, establishing a net zero greenhouse gas (GHG) emissions by
2030 goal that includes direct GHG emissions (Scope 1) and indirect GHG
emissions from operations (Scope 2) at both PSEG Power and PSE&G (covering our
electric and
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natural gas utility operations), assuming advances in technology, public policy
and customer behavior. Scope 1 emissions include power generation, methane
leaks, vehicle fleet emissions, sulfur hexafluoride and refrigerant leaks. Scope
2 emissions include both gas and electric purchased energy for our PSE&G
facilities and line losses. In September 2021, we also committed to the United
Nations-backed Race to Zero campaign. We have agreed to develop and submit
science-based emission reduction targets following the criteria and
recommendations of the Science Based Targets Initiative by September 2023.
Targets will encompass Scopes 1, 2, and 3 (which includes downstream/customer
use of energy products as well as purchased goods and services for our own
operations) and must be in line with 1.5oC emissions scenarios.

PSE&G has undertaken a number of initiatives that support the reduction of GHG
emissions and the implementation of energy efficiency initiatives. PSE&G's
recently approved CEF-EE, CEF-EC and CEF-EV programs and the proposed CEF-ES
program are intended to support New Jersey's Energy Master Plan through programs
designed to help customers increase their energy efficiency, support the
expansion of the EV 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.

In addition, PSE&G is committed to the safe delivery of natural gas to almost
two million customers throughout New Jersey and we are equally committed to
reducing GHG emissions associated with such operations. The first phase of our
GSMP replaced approximately 450 miles of cast-iron and unprotected steel gas
main 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 natural gas leaks in our distribution system, which would
reduce the release of methane, a potent GHG, into the air. Through GSMP II, from
2018 through 2023 we expect to reduce methane leaks by approximately 22% system
wide and assuming a continuation of GSMP, we expect to achieve an overall
reduction in methane emissions of approximately 60% over the 2011 through 2030
period. As noted previously, later in 2022 we will file for an extension of GSMP
which would continue and accelerate these methane reductions. We also continue
to assess physical risks of climate change and adapt our capital investment
program to improve the reliability and resiliency of our system in an
environment of increasing frequency and severity of weather events, notably
through our investments in our Energy Strong program. These investments have
proven effective in recent severe weather events, including Tropical Storm Ida
in August 2021, which brought significant flooding to our service territory but
did not result in the loss of any of our electric distribution substations.

We also continue to focus on providing cleaner energy for our customers. Our
priority is to preserve the economic viability of our nuclear units, which
provide over 90% of the carbon-free energy in New Jersey, by advocating for
state and federal policies that recognize the value of emission-free generation
and reduce market risk. We also continue to explore investment opportunities in
offshore wind, both generation and transmission to support the cost-efficient
connection of offshore wind generation projects to the New Jersey electric
system.

Offshore Wind



In December 2020, PSEG entered into a definitive agreement with Ørsted North
America Inc. (Ørsted) to acquire a 25% equity interest in Ørsted's Ocean Wind
project which is currently in development. Ocean Wind was selected by New Jersey
to be the first offshore wind farm as part of the State's intention to add 7,500
MW of offshore wind generating capacity by 2035. The Ocean Wind project is
expected to achieve full commercial operation in 2025. On March 31, 2021, the
BPU approved PSEG's investment in Ocean Wind and the acquisition was completed
in April 2021.

Additionally, PSEG and Ørsted each owns 50% of Garden State Offshore Energy LLC
(GSOE) which holds rights to an offshore wind lease area just south of New
Jersey. In December 2021, the Maryland Public Service Commission awarded
Ørsted's 846 MW Skipjack 2 project Offshore Renewable Energy Credits under
Maryland's second round of offshore wind solicitations. Skipjack 2 utilizes a
portion of the GSOE lease area, and PSEG has an option to purchase 50% of
Skipjack 2 and the previously awarded 120 MW Skipjack 1 project, which will be
constructed concurrently. PSEG expects to determine whether to exercise this
option during 2022. PSEG and Ørsted are also exploring further opportunities to
develop the remaining GSOE lease area.

In April 2021, PJM announced the opening of the first public policy Order 1000
bid window that would utilize the state agreement approach for transmission
projects to support New Jersey's planned offshore wind generation. The state
agreement approach requires customers in the requesting state - in this case New
Jersey - to pay for the costs of these public policy transmission projects. In
September 2021, PSEG and Ørsted jointly submitted several proposals in response
to the solicitation, including multi-spur options and an offshore network
proposal. If awarded, the projects would be developed through a 50/50 joint
venture with Ørsted. The BPU has announced that it will select the winning
proposals in the second half of 2022 with likely in-service dates by 2030.

Operational Excellence

We emphasize excellence in operational performance while developing opportunities in both our regulated and competitive businesses. In 2021, our utility continued its efforts to control costs while maintaining strong operational performance.


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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 2021 as we

•maintained sufficient liquidity,

•completed the sale of PSEG Power's Solar Source units and 6,750 MW of fossil generation assets,

•maintained solid investment grade credit ratings, and

•increased our annual dividend for 2021 to $2.04 per share and our indicative annual dividend per share for 2022 to $2.16.



In late September 2021, we announced a $500 million share repurchase program to
be implemented upon the close of the sale of the fossil generating assets. In
November 2021, our Board of Directors authorized senior management to implement
a share repurchase program at such time as senior management deemed appropriate
in its discretion, whether before or after the closing of the sale of the fossil
generating assets. In December 2021, under this authorization, we entered into
an open market share repurchase plan for $250 million of our common shares.
There were no common share repurchases during the fourth quarter of 2021. During
January and through February 16, 2022, we purchased the full $250 million of
common shares under the open market share repurchase plan.

We expect to be able to fund our planned capital requirements, as described in
Liquidity and Capital Resources without the issuance of new equity. Our planned
capital requirements, which are driven by growth in our regulated utility, and
the sale of our fossil generating fleet enhances our business profile and
underpins solid investment grade credit ratings with improved financial
flexibility. In conjunction with the announced sale of our Fossil business, in
October 2021 we redeemed all of PSEG Power's remaining debt. see Item 8. Note
16. Debt and Credit Facilities for additional details.

Financial Results

The financial results for PSEG, PSE&G and PSEG Power for the years ended December 31, 2021 and 2020 are presented as follows:



                                                              Years Ended December 31,
                                                                  2021                 2020
                                                           Millions, except per share data
       PSE&G                                           $        1,446                $ 1,327
       PSEG Power                                              (2,056)                   594
       Other                                                      (38)                   (16)
       PSEG Net Income (Loss)                          $         (648)               $ 1,905

       PSEG Net Income (Loss) Per Share (Diluted)      $        (1.29)               $  3.76


Our 2021 Net Loss as compared to our 2020 Net Income was due to an impairment
loss and related charges associated with the sale of PSEG Power's fossil
generation assets. For a more detailed discussion of our financial results, see
Results of Operations.

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 has allowed us to meet
customer needs and address market conditions and investor expectations. 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, focusing
on the value for our stakeholders, as well as other impacts, 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 and continuously assess and optimize our
business mix as appropriate. In 2021, 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,

•closed on our acquisition of a 25% equity interest in the Ocean Wind project, and


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•continued to evaluate potential additional offshore wind opportunities, including submitting a number of proposals in response to an offshore transmission solicitation.

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 Item 1. Business-Regulatory
Issues.

Transmission Rate Proceedings and ROE



In March 2019, FERC issued a Notice of Inquiry seeking comments on improvements
to FERC's electric transmission incentives policy. Subsequently, in April 2021,
FERC issued a supplemental notice of proposed rulemaking to eliminate the
incentive for Regional Transmission Organization (RTO) membership for
transmitting utilities that have already received the incentive for three or
more years. PSE&G began receiving a 50 basis point adder for RTO membership in
2008. Elimination of the adder for RTO membership could reduce PSE&G's annual
Net Income and annual cash inflows by approximately $30 million-$40 million.

In October 2021, FERC approved a settlement agreement effective August 1, 2021
that we reached with the BPU and the New Jersey Rate Counsel about the level of
PSE&G's base transmission ROE and other formula rate matters. The settlement
reduces PSE&G's base ROE from 11.18% to 9.9% and makes several other changes
regarding the recovery of certain costs. The agreement provides that the
settling parties will not seek changes to our transmission formula rate for
three years. We have implemented the terms of the agreement and PJM issued
refunds to customers in January 2022.

Wholesale Power Market Design



In July 2021, PJM submitted to FERC a proposal to replace the extended MOPR with
new provisions that accommodate state public policy programs that do not attempt
to set the price of capacity. Under the PJM proposal, PSEG Power's New Jersey
nuclear plants that receive ZEC payments would not be subject to the MOPR. In
September 2021, FERC issued a notice that it was not able to act on PJM's
proposed changes to the MOPR because of a split among the Commissioners on the
lawfulness of PJM's proposal. Therefore, PJM's rules became automatically
effective as of September 29, 2021 and will apply to the next base residual
auction, which has been delayed. In February, FERC approved PJM's filing
requesting that the auction be held in June 2022.

In November 2021, a group of generators challenged the new MOPR rules in the
Court of Appeals for the Third Circuit on the grounds that FERC's inaction was
unlawful. PSEG has intervened in the proceeding in support of the new MOPR
rules. We cannot predict the outcome of this proceeding.

In another order related to the auction, FERC found that the current rules
related to the Market Seller Offer Cap were unjust and unreasonable and
ultimately eliminated the default offer cap. In its place, FERC adopted a
unit-specific approach to reviewing certain capacity market offers. These new
rules could result in lower capacity prices since market offers for many
resource types will need to be approved by the Independent Market Monitor and
PJM.

In July 2021, the BPU issued a report on its investigation related to whether
New Jersey can achieve its long-term clean energy and environmental objectives
under the current resource adequacy procurement paradigm. The report found that
participating in the regional market is the most efficient way for New Jersey to
achieve its clean energy goals and therefore consideration of leaving the
regional market is paused while important market reforms are being considered at
the regional and national level. However, the report recommends that New Jersey
continue to explore a New Jersey-only or regional competitive auction design if
potential reforms at the regional and national level are not sufficient to allow
New Jersey to achieve its clean energy goals. We cannot predict whether the BPU
will take any measures in the future that will have an impact on the capacity
market or our generating stations.

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 carbon dioxide emissions will be required to
procure credits for each ton they emit. Following the close on the sale of the
fossil generating assets, we no longer have generation subject to the RGGI
compliance requirements.

Environmental Regulation



We are subject to liability under environmental laws for the costs and penalties
of remediating 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. In addition, PSEG
Power will retain ownership of certain assets and liabilities
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excluded from the sale of its fossil generation business, primarily related to
obligations under certain environmental regulations, including possible
remediation obligations under the New Jersey Industrial Site Recovery Act and
the Connecticut Transfer Act. The amounts for any such environmental remediation
are not estimable, but may be material. 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 and penalties 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 8. Note 15. 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 (MWh) generated in payments to
selected nuclear plants (ZEC payment)). Each nuclear plant is expected to
receive ZEC revenue for approximately three years, through May 2022.

In April 2021, PSEG Power's Salem 1, Salem 2 and Hope Creek nuclear plants were
awarded ZECs for the three-year eligibility period starting June 2022 at the
same approximate $10 per MWh received during the current ZEC period through May
2022 referenced above. As a result, each nuclear plant is expected to receive
ZEC revenue for an additional three years starting June 2022. The terms and
conditions of this April 2021 ZEC award are the same as the current ZEC period
as discussed above. While the ZEC program has preserved these units to date,
PSEG will simultaneously seek long-term legislative or other solutions for our
New Jersey nuclear plants that sufficiently values them for their carbon-free,
fuel diversity and resilience attributes. No assurances can be given regarding
future ZEC awards or other long-term solutions.

The award of ZECs attaches certain obligations, including an obligation to repay
the ZECs in the event that a plant ceases operations during the period that it
was awarded ZECs, subject to certain 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. Further, the ZEC payment may be adjusted by the BPU at any time to
offset environmental or fuel diversity payments that a selected nuclear plant
may receive from another source. 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.

In May 2021, the New Jersey Rate Counsel filed an appeal with the New Jersey
Appellate Division of the BPU's April 2021 decision. PSEG cannot predict the
outcome of this matter.

In the event that (i) the ZEC program is overturned or is otherwise materially
adversely modified through legal process; or (ii) any of the Salem 1, Salem 2
and Hope Creek plants is not sufficiently valued for its environmental, fuel
diversity or resilience attributes in future periods and does not otherwise
experience a material financial change that would remove the need for such
attributes to be sufficiently valued, PSEG Power will take all necessary steps
to cease to operate all of these plants. Alternatively, even with sufficient
valuation of these attributes, if 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 will take all necessary steps to cease to operate all of
these plants. Ceasing operations of these plants would result in a material
adverse impact on PSEG's and PSEG Power's results of operations.

Tax Legislation



A prolonged coronavirus pandemic, further economic stimulus, or future federal
and state tax legislation could have a material impact on our effective tax rate
and cash tax position.

The Consolidated Appropriations Act, 2021, enacted in late December 2020,
provides a 30% investment tax credit (ITC) for offshore wind projects that begin
construction before December 31, 2025. In addition, on December 31, 2020, Notice
2021-05 was issued. For qualifying offshore wind projects, the notice extends
the four year continuity safe harbor to ten calendar years commencing the
calendar year after which construction of the project begins. This legislation
and Notice will impact our offshore wind investment.

In July 2020, the Internal Revenue Service (IRS) issued final and proposed
regulations addressing the limitation on deductible business interest expense
contained in the Tax Cuts and Jobs Act. These regulations retroactively allow
depreciation to be added back in computing the 30% adjusted taxable income (ATI)
cap, increasing the amount of interest that can be deducted by unregulated
businesses in years before 2022. For 2022 and after, the regulations continue to
disallow the addback of depreciation in the computation of ATI, effectively
lowering the cap on the amount of deductible business interest. The portion
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of PSEG's and PSEG Power's business interest expense that was disallowed in 2018 and 2019 will now be deductible in those respective years.



In March 2020, the federal Coronavirus Aid, Relief, and Economic Security Act
(CARES Act) was enacted. The CARES Act allows a five-year carryback of any net
operating loss (NOL) generated in a taxable year beginning after December 31,
2017 and before January 1, 2021. The CARES Act allowed us to carry back the 2018
tax NOL generated by the final Section 163(j) regulations, which will provide a
future tax benefit, subject to approval by the IRS and the Joint Committee on
Taxation.

Future Outlook

Our future success will depend on our ability to continue to maintain strong
operational and financial performance 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 will
continue to:

•obtain approval of and execute on our utility capital investment program to
modernize our infrastructure, improve the reliability of the service we provide
to our customers, and align our sustainability and climate goals with New
Jersey's energy policy,

•focus on controlling costs while maintaining safety, reliability and customer satisfaction and complying with applicable standards and requirements,

•deliver on our human capital management strategy to attract, develop and retain a diverse, high-performing workforce,

•successfully manage our energy obligations and re-contract our open supply positions in response to changes in prices and demand,



•advocate for federal and state programs to properly value New Jersey's largest
carbon-free generation resource in nuclear and measures that promote fair and
efficient electricity markets, including recognition of the cost of emissions,

•engage constructively with our multiple stakeholders, including regulators, government officials, customers, employees, investors, suppliers and the communities in which we do business,

•seek a fair return for our T&D investments through our transmission formula rate, distribution infrastructure and clean energy investment programs and periodic distribution base rate case proceedings,

•successfully operate the LIPA T&D system and manage LIPA's fuel supply and generation dispatch obligations, and



•manage the risks and opportunities in environmental, social and governance
(ESG) matters, which is an integral part of our long-term strategy to be a clean
energy leader for the benefit of all stakeholders.

In addition to the risks described elsewhere in this Form 10-K for 2021 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
regulations and economic impacts, which could extend beyond the duration of the
pandemic,

•future changes in federal and state tax laws or any other associated tax guidance, and

•the impact of changes in demand, natural gas and electricity prices, and expanded efforts to decarbonize several sectors of the economy.



We continually assess a broad range of strategic options to maximize long-term
stockholder value and address the interests of our multiple stakeholders. In
assessing our options, we consider a wide variety of factors, including the
performance and prospects of our businesses; the views of investors, regulators,
rating agencies, customers and employees; our existing indebtedness and
restrictions it imposes; and tax considerations, among other things. Strategic
options available to us include:

•investments in PSE&G, including T&D facilities to enhance reliability,
resiliency and modernize the system to meet the growing needs and increasingly
higher expectations of customers, and clean energy investments such as CEF-EE,
CEF-EV, CEF-ES and Solar,

•the further disposition or restructuring of our merchant generation business or
portions thereof beyond the aforementioned sale of PSEG Power's fossil and solar
generating assets or other existing businesses or the acquisition or development
of new businesses,
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•investments in regional offshore wind with long-term contracts or regulated transmission returns that provide revenue predictability and a reasonable risk-adjusted return,

•continued operation of our nuclear generation facilities, to the extent there is sufficient certainty that their operation will render an acceptable risk-adjusted return, and

•acquisitions, dispositions and other transactions involving our common stock, assets or businesses that could provide value to customers and shareholders.



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

                                                                 Years Ended December 31,
                                                              2021           2020         2019
         Earnings (Losses)                                               Millions
         PSE&G                                           $   1,446         $ 1,327      $ 1,250
         PSEG Power (A)                                     (2,056)            594          468
         Other (B)                                             (38)            (16)         (25)
         PSEG Net Income (Loss)                          $    (648)

$ 1,905 $ 1,693

PSEG Net Income (Loss) Per Share (Diluted) $ (1.29) $ 3.76 $ 3.33






(A)PSEG Power's results in 2021 include an after-tax impairment loss and other
associated charges, including debt extinguishment costs, of $2,158 million
related to the sale of PSEG Power's fossil generation assets. PSEG Power's
results in 2020 include an after-tax gain of $86 million related to the sale of
its ownership interest in the Yards Creek generation facility. PSEG Power's
results in 2019 include an after-tax loss of $286 million related to the sale of
its ownership interests in the Keystone and Conemaugh fossil generation plants.
See Item 8. Note 4. Early Plant Retirements/Asset Dispositions and Impairments
for additional information.

(B)Other includes after-tax activities at the parent company, PSEG LI and Energy Holdings as well as intercompany eliminations.

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:



                                                               Years Ended December 31,
                                                              2021             2020       2019
                                                                 Millions, after tax

         NDT Fund and Related Activity (A) (B)        $      108              $ 137      $ 152
         Non-Trading MTM Gains (Losses) (C)           $     (446)             $ (58)     $ 205


(A)NDT Fund Income (Expense) includes gains and losses on NDT securities which
are recorded in Net Gains (Losses) on Trust Investments. See Item 8. Note 11.
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 Operation &
Maintenance (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 $(70) million, $(94) million and $(103) million for the years ended December 31, 2021, 2020 and 2019, respectively.

(C)Net of tax (expense) benefit of $174 million, $23 million and $(80) million for the years ended December 31, 2021, 2020 and 2019, respectively.


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The Net Loss in 2021 as compared to Net Income in 2020 was driven primarily by

•an impairment loss and related charges taken as a result of the sale of the fossil generation assets at PSEG Power (see Item 8. Note 4. Early Plant Retirements/Asset Dispositions and Impairments for additional information),

•higher MTM losses at PSEG Power due to rising energy prices, and

•a gain on the sale of PSEG Power's ownership interest in the Yards Creek generation facility in 2020,

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

•higher pension and OPEB credits.



Our results of operations are primarily comprised of the results of operations
of our principal operating segments, PSE&G and PSEG Power, excluding charges
related to intercompany transactions, which are eliminated in consolidation. For
additional information on intercompany transactions, see Item 8. Note 26.
Related-Party Transactions.

                                                                                                                Increase /                                Increase /
                                                         Years Ended December 31,                               (Decrease)                                (Decrease)
                                                  2021              2020             2019                      2021 vs. 2020                            2020 vs. 2019
                                                                 Millions                               Millions                      %           Millions                     %
      Operating Revenues                      $   9,722          $ 9,603          $ 10,076          $          119                 1          $         (473)              (5)
      Energy Costs                                3,499            3,056             3,372                     443                14                    (316)              (9)

      Operation and Maintenance                   3,226            3,115             3,111                     111                 4                       4                -
      Depreciation and Amortization               1,216            1,285             1,248                     (69)               (5)                     37                3
      (Gains) Losses on Asset
      Dispositions and Impairments                2,637             (123)              402                   2,760                  N/A                 (525)                N/A

Income from Equity Method


      Investments                                    16               14                14                       2                14                       -                -

Net Gains (Losses) on Trust


      Investments                                   194              253               260                     (59)              (23)                     (7)              (3)
      Other Income (Deductions)                      98              115               125                     (17)              (15)                    (10)              (8)

Non-Operating Pension and OPEB


      Credits (Costs)                               328              249               177                      79                32                      72               41
      Loss on Extinguishment of Debt               (298)               -   

             -                    (298)                 N/A                    -                 N/A
      Interest Expense                              571              600               569                     (29)               (5)                     31                5

      Income Tax (Benefit) Expense                 (441)             396               257                    (837)                 N/A                  139               54


The 2021, 2020 and 2019 amounts in the preceding table for Operating Revenues
and O&M costs each include $511 million, $520 million and $490 million,
respectively, for PSEG LI's subsidiary, Long Island Electric Utility Servco, LLC
(Servco). These amounts represent the O&M pass-through costs for the Long Island
operations, the full reimbursement of which is reflected in Operating Revenues.
See Item 8. Note 5. Variable Interest Entities for additional information. The
following discussions for PSE&G and PSEG Power provide a detailed explanation of
their respective variances.
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PSE&G

                                                                                                                   Increase /                                Increase /
                                                            Years Ended December 31,                               (Decrease)                                (Decrease)
                                                     2021               2020             2019                     2021 vs. 2020                             2020 vs. 2019
                                                                    Millions                               Millions                      %           Millions                      %
      Operating Revenues                        $   7,122            $ 6,608          $ 6,625          $          514                 8          $          (17)                -
      Energy Costs                                  2,688              2,469            2,738                     219                 9                    (269)              (10)
      Operation and Maintenance                     1,692              1,614            1,581                      78                 5                      33                 2
      Depreciation and Amortization                   928                887              837                      41                 5                      50                 6
      Gain on Asset Dispositions                       (4)                (1)               -                      (3)                 N/A                   (1)                 N/A
      Net Gains (Losses) on Trust
      Investments                                       2                  3                2                      (1)              (33)                      1                50
      Other Income (Deductions)                        88                108               83                     (20)              (19)                     25                30

Non-Operating Pension and OPEB


      Credits (Costs)                                 264                205              150                      59                29                      55                37
      Interest Expense                                402                388              361                      14                 4                      27                 7
      Income Tax Expense                              324                240               93                      84                35                     147                  N/A

Year Ended December 31, 2021 as compared to 2020

Operating Revenues increased $514 million due to changes in delivery, clause, commodity and other operating revenues.

Delivery Revenues increased $221 million.



•Transmission revenues increased $113 million due to higher revenue requirements
calculated through our transmission formula rate, primarily to recover required
investments. The net increase in 2021 includes a reduction to the revenue
requirement of approximately $64 million as a result of our ROE settlement
approved by FERC effective August 1, 2021, partially offset by a $35 million
flowback of certain excess deferred income taxes in 2020. The $35 million
flowback was offset in Income Tax Expense in 2020.

•Gas distribution revenues increased $65 million due to increases of $42 million
from collection of the GSMP in base rates, $18 million in CIP decoupling
revenues, $7 million in collections of Green Program Recovery Charges (GPRC) and
$7 million from higher sales volumes. These increases were partially offset by a
decrease of $9 million in WNC revenues.

•Electric distribution revenues increased $59 million due primarily to $30
million from CIP decoupling revenue, $13 million in higher collections of GPRC,
$9 million from an Energy Strong II rate roll-in and $7 million from higher
sales volumes.

•Electric distribution and gas distribution revenue requirements were $16 million lower as a result of the flowback of excess deferred income tax liabilities and tax repair-related accumulated deferred income taxes. This decrease is offset in Income Tax Expense.



Clause Revenues increased $47 million due to $17 million in Tax Adjustment
Credits (TAC) and GPRC deferrals, $28 million in higher Societal Benefits
Charges (SBC) and $4 million in Margin Adjustment Clause (MAC) revenues. These
increases were partially offset by $2 million in lower Solar Pilot Recovery
Charge (SPRC) collections. The changes in TAC and GPRC Deferrals, SBC, MAC and
SPRC collections were entirely offset by the amortization of related costs
(Regulatory Assets) in O&M, D&A and Interest and Tax Expenses. PSE&G does not
earn margin on TAC or GPRC deferrals or on SBC, MAC or SPRC collections.

Commodity Revenues increased $217 million due to higher Gas revenues and
Electric revenues. The changes in Commodity Revenues for both gas and electric
are entirely offset by changes in Energy Costs. PSE&G earns no margin on the
provision of basic gas supply service (BGSS) and BGS to retail customers.

•Gas revenues increased $143 million due primarily to higher BGSS prices of $110 million and higher BGSS sales volumes of $33 million.

•Electric revenues increased $74 million due to $118 million from higher BGS sales volumes, partially offset by $44 million from lower prices.


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Other Operating Revenues increased $29 million due to a $27 million increase
primarily in appliance service revenues and a $25 million increase from the sale
of Transition Renewable Energy Certificates (TREC). These increases were
partially offset by a $20 million reduction in revenues from Solar Renewable
Energy Credits (SREC) and a $3 million reduction in ZEC revenues. The changes in
TREC, SREC and ZEC revenues are entirely offset by changes to Energy Costs.

Operating Expenses

Energy Costs increased $219 million. This is entirely offset by changes in Commodity Revenues and Other Operating Revenues.

Operation and Maintenance increased $78 million due primarily to increases of $46 million in clause and renewable expenditures, $16 million in appliance service costs, $11 million in transmission maintenance expenditures and $5 million in other operating expenses.



Depreciation and Amortization increased $41 million due primarily to an increase
in depreciation of $55 million due to additional plant placed into service and a
$6 million increase from the amortization of software. These increases were
partially offset by a $19 million decrease due to lower transmission
depreciation rates effective August 1, 2021, which were included in the
settlement of the formula rate and other matters.

Other Income (Deductions) decreased $20 million due primarily to a decrease of
$16 million in the Allowance for Funds Used During Construction (AFUDC) from
lower transmission expenditures and a $4 million net decrease in solar loan
interest and miscellaneous other income.

Non-Operating Pension and OPEB Credits (Costs) increased $59 million due primarily to a $44 million decrease in interest cost and a $27 million increase in the expected return on plan assets, partially offset by a $6 million net increase in the amortization of net prior service cost and a $6 million net increase in amortization of the net actuarial loss.

Interest Expense increased $14 million due primarily to increases of $6 million and $3 million due to net long-term debt issuances in 2021 and 2020, respectively, and a $5 million increase due primarily to lower AFUDC.



Income Tax Expense increased $84 million due primarily to higher pre-tax income
in 2021 and reduced flowback of excess deferred income tax liabilities in 2021,
partially offset by the tax benefit from the CEF program investments.

Year Ended December 31, 2020 as compared to 2019

See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Annual Report.

PSEG Power

                                                                                                                  Increase /                                 Increase /
                                                           Years Ended December 31,                               (Decrease)                                 (Decrease)
                                                    2021               2020             2019                     2021 vs. 2020                             2020 vs. 2019
                                                                   Millions                               Millions                      %           Millions                       %

      Operating Revenues                       $   3,147            $ 3,634          $ 4,385          $         (487)              (13)         $         (751)               (17)
      Energy Costs                                 1,978              1,821            2,118                     157                 9                    (297)               (14)
      Operation and Maintenance                      983                964            1,040                      19                 2                     (76)                (7)
      Depreciation and Amortization                  256                368              377                    (112)              (30)                     (9)                (2)
      (Gains) Losses on Asset
      Dispositions and Impairments                 2,641               (122)             402                   2,763                  N/A                 (524)                  N/A
      Income from Equity Method
      Investments                                     16                 14               14                       2                14                       -                  -
      Net Gains (Losses) on Trust
      Investments                                    187                241              253                     (54)              (22)                    (12)                (5)
      Other Income (Deductions)                       29                 12               54                      17                  N/A                  (42)                  N/A
      Non-Operating Pension and OPEB
      Credits (Costs)                                 47                 33               21                      14                42                      12                 57
      Loss on Extinguishment of Debt                (298)                 -                -                    (298)                 N/A                    -                   N/A
      Interest Expense                                78                121              119                     (43)              (36)                      2                  2
      Income Tax Expense (Benefit)                  (752)               188              203                    (940)                 N/A                  (15)                (7)


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Year Ended December 31, 2021 as compared to 2020

Operating Revenues decreased $487 million due to changes in generation, gas supply and other operating revenues.

Generation Revenues decreased $668 million due primarily to



•a net decrease of $606 million due to higher MTM losses in 2021 as compared to
2020. Of this amount, there was a $624 million decrease due to changes in
forward prices, partially offset by an $18 million increase due to less losses
on positions reclassified to realized upon settlement in 2021,

•a net decrease of $288 million due primarily to $201 million from lower volumes
of electricity sold under the BGS contracts, coupled with an $87 million impact
from the transfer of responsibility for firm transmission services from BGS
suppliers to the Electric Distribution Companies (EDCs), and

•a net decrease of $29 million in solar revenues due to the sale of the solar plants in June 2021,



•partially offset by a net increase of $188 million due primarily to higher
average realized prices and higher volumes sold in the PJM, New England (NE) and
New York (NY) regions, and

•a net increase of $64 million in capacity revenues due primarily to increases
in auction prices, coupled with decreases in capacity charges due to lower BGS
and other load obligations in the PJM region, partially offset by lower capacity
prices and the retirement of the Bridgeport Harbor 3 (BH3) coal plant in the NE
region.

Gas Supply Revenues increased $182 million due primarily to

•a net increase of $106 million in sales under the BGSS contract due primarily to higher prices of $72 million and higher sales volumes of $34 million, and



•a net increase of $74 million related to sales to third parties, of which $90
million was due to higher average sales prices, partially offset by $16 million
due to lower volumes sold.

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
increased $157 million due to

Generation costs decreased $13 million due primarily to
•a net decrease of $147 million in transmission costs due primarily to an $87
million impact from the transfer of responsibility for firm transmission
services under BGS contracts from BGS suppliers to the EDCs, coupled with a $60
million decrease in other transmission costs, mainly from lower volumes of
electricity sold under the BGS contracts, and

•a net decrease of $66 million due to higher net MTM gains in 2021. Of this
amount, there was a $52 million decrease due to changes in forward prices,
coupled with a $14 million decrease due to more gains on positions reclassified
to realized upon settlement in 2021,

•partially offset by a net increase of $157 million in fuel costs, reflecting higher gas prices and higher volumes in the PJM, NY, and NE regions, and



•a net increase of $42 million in energy purchases due primarily to an increase
in purchased volumes in the PJM region to meet physical energy sales. This was
partially offset by a decrease in renewable energy credit requirements caused by
decreases in load served in the PJM region.

Gas costs increased $170 million due primarily to



•a net increase of $103 million in costs related to sales under the BGSS
contract, of which $74 million was due to the higher average cost of gas and $29
million to higher send out volumes. Included in the 2020 average cost of gas
were $18 million of interstate gas pipeline refunds due to a settlement on
pipeline rates from prior periods, and

•a net increase of $67 million related to sales to third parties, of which $81
million was due to an increase in the average cost of gas, partially offset by a
decrease of $14 million due to lower volumes sold.

Operation and Maintenance increased $19 million due primarily to a refueling
outage in 2021 at our 100%-owned Hope Creek nuclear plant as compared to an
outage in 2020 at our 57%-owned Salem 2 nuclear plant and severance costs
related to the sale of the fossil generating plants, partially offset by lower
costs in 2021 due to the sale of our ownership interest in the solar plants in
June 2021.
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Depreciation and Amortization decreased $112 million due primarily to ceasing depreciation expense on the fossil generating plants, the sale of the solar plants and the retirement of BH3 in 2021.



(Gains) Losses on Asset Dispositions and Impairments. The loss in 2021 primarily
reflects a $2,691 million impairment due to the sale of the fossil generating
plants and other impairments, partially offset by a $63 million gain from the
sale of the solar plants. The $122 million gain in 2020 was due to the sale of
our ownership interest in the Yards Creek generation facility. See Item 8. Note
4. Early Plant Retirements/Asset Dispositions and Impairments.

Net Gains (Losses) on Trust Investments decreased $54 million due primarily to a
$101 million decrease in net unrealized gains on equity investments in the NDT
Fund, partially offset by a $46 million increase in net realized gains on NDT
Fund investments.

Other Income (Deductions) increased $17 million due primarily to less purchases
of NOL tax benefits under the New Jersey Technology Tax Benefit Transfer Program
and higher interest and dividend income on NDT Fund investments in 2021.

Non-Operating Pension and OPEB Credits (Costs) increased $14 million due to a
decrease in interest cost and an increase in the expected return on plan assets,
partially offset by an increase in the amortization of net prior service cost.

Loss on Extinguishment of Debt represents a loss incurred in 2021 for a make
whole premium that was payable upon early redemption of all outstanding debt
obligations and other non-cash debt extinguishment costs.

Interest Expense decreased $43 million due primarily to the early redemption of all remaining outstanding Senior Notes in October 2021.



Income Tax Expense decreased $940 million due primarily to lower pre-tax income
in 2021, partially offset by the recapture of ITCs related to the sale of the
solar plants in 2021, the tax benefit in 2020 from changes in uncertain tax
positions as a result of the settlement of the 2011-2016 federal income tax
audits, and the purchase of less New Jersey NOL tax benefits in 2021.

Year Ended December 31, 2020 as compared to 2019

See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report.

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.

Financing Methodology



We expect our capital requirements to be met through internally generated cash
flows and external financings, consisting of short-term debt for working capital
needs and long-term debt for capital investments.

PSE&G's sources of external liquidity include a $600 million multi-year
revolving credit facility. PSE&G uses internally generated cash flow and its
commercial paper program to meet seasonal, intra-month and temporary working
capital needs. PSE&G does not engage in any intercompany borrowing or lending
arrangements. PSE&G maintains back-up facilities in an amount sufficient to
cover the commercial paper and letters of credit outstanding. PSE&G's dividend
payments to/capital contributions from PSEG are consistent with its capital
structure objectives which have been established to maintain investment grade
credit ratings. PSE&G's long-term financing plan is designed to replace
maturities, fund a portion of its capital program and manage short-term debt
balances. Generally, PSE&G uses either secured medium-term notes or first
mortgage bonds to raise long-term capital.

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. Servco does not participate in the corporate money pool. Servco's short-term liquidity needs are met through an account funded and owned by LIPA.



PSEG's available sources of external liquidity may include the issuance of
long-term debt securities and the incurrence of additional indebtedness under
credit facilities. Our current sources of external liquidity include multi-year
revolving credit facilities totaling $1.5 billion. These facilities are
available to back-stop PSEG's commercial paper program, issue letters of credit
and for general corporate purposes. PSEG's credit facilities and the commercial
paper program are available to support PSEG's working capital needs and are also
available to make equity contributions or provide liquidity support to its
subsidiaries. Additionally, from time to time, PSEG enters into short-term loan
agreements designed to enhance its liquidity position.

PSEG Power's sources of external liquidity include $1.9 billion of multi-year revolving credit facilities. Credit capacity is primarily used to provide collateral in support of PSEG Power's forward energy sale and forward fuel purchase contracts as the


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market prices for energy and fuel fluctuate, and to meet potential collateral
postings in the event that PSEG Power is downgraded to below investment grade by
Standard & Poor's (S&P) or Moody's. PSEG Power's dividend payments to PSEG are
also designed to be consistent with its capital structure objectives which have
been established to maintain investment grade credit ratings and provide
sufficient financial flexibility.

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
shareholder dividends.

For the year ended December 31, 2021, our operating cash flow decreased $1,366
million. The net decrease was primarily due to a $780 million reduction related
to net cash collateral posting requirements at PSEG Power and a net change at
PSE&G, as discussed below. In addition, in 2021, there were higher tax payments
at PSEG Power and lower tax refunds at the parent company, partially offset by
lower tax payments at Energy Holdings.

Current economic conditions have adversely impacted residential and C&I customer
payment patterns. During the moratorium, as previously discussed, PSE&G has
experienced a significant decrease in cash inflow and higher Accounts Receivable
aging and an associated increase in bad debt expense, which we expect will
extend beyond the duration of the coronavirus pandemic.

PSE&G



PSE&G's operating cash flow decreased $229 million from $1,953 million to $1,724
million for the year ended December 31, 2021, as compared to 2020, due primarily
to a net increase in regulatory deferrals, increases in electric energy and
vendor payments, and higher tax payments in 2021, partially offset by higher
earnings.

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.



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.

As part of the generation business, we hedge generation output to mitigate
market price volatility. When prices increase, hedged positions could be
out-of-the-money, requiring margin postings. In times of significantly rising
market prices, those collateral postings could be substantial. During the second
half of 2021, PSEG Power experienced a substantial increase in net cash
collateral postings related to hedge positions that are out-of-the-money due to
an increase in energy market prices, from $343 million at the end of June to
$844 million at the end of December. PSEG issued short-term borrowings,
including commercial paper, in order to satisfy the increase in collateral
postings and to prepare for the PSEG Power debt redemption. In October, PSEG
Power borrowed $755 million from its credit facility to support its Senior Notes
redemption and additional cash collateral postings, as needed. In November, PSEG
issued $1.5 billion of Senior Notes, using a portion of the funds to provide
support to PSEG Power for paying off the $755 million loan from the credit
facility.

In March 2020, PSEG entered into a $300 million, 364-day term loan agreement
which was prepaid in January 2021. In March and May 2021, PSEG entered into two
364-day variable rate term loan agreements for $500 million and $750 million,
respectively. In August 2021, PSEG entered into a $1.25 billion, 364-day
variable rate term loan agreement. 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 December 31, 2021 were
as follows:

                                                     As of December 31, 2021
                                                Total                     Available
                     Company/Facility         Facility        Usage       Liquidity
                                                             Millions
                     PSEG                    $   1,500      $ 1,022      $      478
                     PSE&G                         600           18             582
                     PSEG Power                  2,000          145           1,855
                     Total                   $   4,100      $ 1,185      $    2,915

For additional information, see Item 8. Note 16. Debt and Credit Facilities.


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As of December 31, 2021, our credit facility capacity was in excess of our
projected maximum liquidity requirements over our 12 month planning horizon,
including access to external financing to meet redemptions. 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 two level
downgrade from its current Moody's and S&P 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
$1,151 million and $840 million as of December 31, 2021 and 2020, respectively.
See Item 8. Note 15. Commitments and Contingent Liabilities for additional
discussion of PSEG Power's agreements.

Long-Term Debt Financing

During the fourth quarter of 2021 PSEG:

•issued $750 million of 0.84% Senior Notes due November 2023,

•issued $750 million of 2.45% Senior Notes due November 2031, and

•retired $300 million of 2.00% Senior Notes at maturity.



In October 2021, PSEG redeemed all remaining outstanding Senior Notes of PSEG
Power due to covenants that could trigger a default from the sale of PSEG
Power's fossil generating plants. This included $700 million of 3.85% Senior
Notes due to mature in June 2023, $250 million of 4.30% Senior Notes due to
mature in November 2023, and $404 million of 8.63% Senior Notes due to mature in
April 2031. These Senior Notes were redeemed at a redemption price that included
a "make-whole" premium of approximately $294 million plus any interest accrued
and unpaid to the redemption date, in each case, calculated in accordance with
the indenture governing the Senior Notes. The debt redemption and "make-whole"
premium were funded with a short-term loan from PSEG and borrowings under PSEG
Power's credit facility. In addition, approximately $4 million of other non-cash
debt extinguishment costs related to the redemption were recorded in October
2021.

During the next twelve months,

•PSEG has $700 million of 2.65% Senior Notes maturing in November 2022.

For additional information, see Item 8. Note 16. Debt and Credit Facilities.

Debt Covenants



Our credit agreements contain maximum debt to equity ratios and other
restrictive covenants and conditions to borrowing. We are currently in
compliance with all of our debt covenants. Continued compliance with applicable
financial covenants will depend upon our future financial position, level of
earnings and cash flows, as to which no assurances can be given.

In addition, under its First and Refunding Mortgage (Mortgage), PSE&G may issue
new First and Refunding Mortgage Bonds against previous additions and
improvements, provided that its ratio of earnings to fixed charges calculated in
accordance with its Mortgage is at least 2 to 1, and/or against retired Mortgage
Bonds. As of December 31, 2021, PSE&G's Mortgage coverage ratio was 4.7 to 1 and
the Mortgage would permit up to approximately $8.4 billion aggregate principal
amount of new Mortgage Bonds to be issued against additions and improvements to
its property.

Default Provisions

Our bank credit agreements and indentures contain various, customary default
provisions that could result in the potential acceleration of indebtedness under
the defaulting company's agreement.

In particular, PSEG's bank credit agreements contain provisions under which
certain events, including an acceleration of material indebtedness under PSE&G's
and PSEG Power's respective financing agreements, a failure by PSE&G or PSEG
Power to satisfy certain final judgments and certain bankruptcy events by PSE&G
or PSEG Power, would constitute an event of default under the PSEG bank credit
agreements. Under the PSEG bank credit agreements, it would also be an event of
default if either PSE&G or PSEG Power ceases to be wholly owned by PSEG. The
PSE&G and PSEG Power bank credit agreements include similar default provisions;
however, such provisions only relate to the respective borrower under such
agreement and its subsidiaries and do not contain cross default provisions to
each other. The PSE&G and PSEG Power bank credit agreements do not include cross
default provisions relating to PSEG. PSEG Power's bank credit agreements also
contain limitations on the incurrence of subsidiary debt and liens.

There are no cross-acceleration provisions in PSEG's or PSE&G's indentures. However, PSEG's existing notes include a cross acceleration provision that may be triggered upon the acceleration of more than $75 million of indebtedness incurred by PSEG. Such provision does not extend to an acceleration of indebtedness by any of PSEG's subsidiaries.


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In March 2021, each of PSEG and PSEG Power and its subsidiaries received waivers
from the lenders and the administrative agent under their existing credit
agreements permitting them to divest, in one or more transactions, some or all
of its and its subsidiaries' non-nuclear assets without breaching the terms of
the agreements.

Ratings Triggers

Our debt indentures and credit agreements do not contain any material "ratings
triggers" that would cause an acceleration of the required interest and
principal payments in the event of a ratings downgrade. However, in the event of
a downgrade, any one or more of the affected companies may be subject to
increased interest costs on certain bank debt and certain collateral
requirements. In the event that we are not able to affirm representations and
warranties on credit agreements, lenders would not be required to make loans.

In accordance with BPU requirements under the BGS contracts, PSE&G is required
to maintain an investment grade credit rating. If PSE&G were to lose its
investment grade rating, it would be required to file a plan to assure continued
payment for the BGS requirements of its customers.

Fluctuations in commodity prices or a deterioration of PSEG Power's credit
rating to below investment grade could increase PSEG Power's required margin
postings under various agreements entered into in the normal course of business.
PSEG Power believes it has sufficient liquidity to meet the required posting of
collateral which would likely result from a credit rating downgrade to below
investment grade by S&P or Moody's at today's market prices.

Common Stock Dividends



                                                            Years Ended 

December 31,


             Dividend Payments on Common Stock            2021             2020        2019
             Per Share                              $     2.04           $ 1.96      $ 1.88
             in Millions                            $    1,031           $  991      $  950


On February 15, 2022, our Board of Directors approved a $0.54 per share common
stock dividend for the first quarter of 2022. This reflects an indicative annual
dividend rate of $2.16 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 and other factors
that the Board of Directors deems relevant. For additional information related
to cash dividends on our common stock, see Item 8. Note 24. 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 the credit
ratings at each entity and can be Stable, Negative, or Positive. In May 2021,
Moody's changed PSE&G's outlook to Negative from Stable. In August 2021, Moody's
changed PSEG and PSEG Power's outlook to Negative from Stable. In October 2021,
Moody's downgraded PSEG's senior unsecured notes rating to Baa2 from Baa1,
PSE&G's mortgage bond rating to A1 from Aa3 and commercial paper rating to P2
from P1, and assigned PSEG Power an Issuer Credit Rating of Baa2. Moody's
outlooks of PSEG, PSE&G and PSEG Power were changed to Stable from Negative.
With the redemption of PSEG Power's Senior Notes, S&P maintains an Issuer Credit
Rating of BBB. 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.
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                                            Moody's (A)         S&P (B)
                        PSEG
                        Outlook                Stable           Stable
                        Senior Notes            Baa2              BBB
                        Commercial Paper         P2               A2
                        PSE&G
                        Outlook                Stable           Stable
                        Mortgage Bonds           A1                A
                        Commercial Paper         P2               A2
                        PSEG Power
                        Outlook                Stable           Stable
                        Issuer Rating           Baa2              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.

Other Comprehensive Income



For the year ended December 31, 2021, we had Other Comprehensive Income of $154
million on a consolidated basis. The Other Comprehensive Income was due
primarily to an increase of $190 million related to pension and other
postretirement benefits, and $3 million of unrealized gains on derivative
contracts accounted for as hedges, partially offset by $39 million of net
unrealized losses related to Available-for-Sale Debt Securities. See Item 8.
Note 23. Accumulated Other Comprehensive Income (Loss), Net of Tax for
additional information.

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. Projected capital construction and investment expenditures, excluding
nuclear fuel purchases, for the next three years are presented in the following
table. These projections include AFUDC for PSE&G and Interest Capitalized During
Construction for PSEG's other subsidiaries. These amounts are subject to change,
based on various factors. Amounts shown below for PSE&G include currently
approved programs. We intend to continue to invest in infrastructure
modernization and will seek to extend these and related programs as appropriate.

                                 2022          2023         2024
                                             Millions
    PSE&G:
    Transmission               $   865      $    800      $   595
    Electric Distribution          840         1,185          810
    Gas Distribution               940          1090          735
    Clean Energy                   275           390          390
    Total PSE&G                $ 2,920      $  3,465      $ 2,530
    Other                          140           180          210
    Total PSEG                 $ 3,060      $  3,645      $ 2,740


PSE&G

PSE&G's projections for future capital expenditures include material additions
and replacements to its T&D systems to meet expected growth and to manage
reliability. As project scope and cost estimates develop, PSE&G will modify its
current projections to include these required investments. PSE&G's projected
expenditures for the various items reported above are primarily comprised of the
following:

•Transmission-investments focused on reliability improvements and replacement of aging infrastructure.


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•Electric and Gas Distribution-investments for new business, reliability improvements, flood mitigation, and modernization and replacement of equipment that has reached the end of its useful life.

•Clean Energy-investments associated with customer energy efficiency programs, infrastructure supporting electric vehicles and grid-connected solar.



In 2021, PSE&G made $2,447 million of capital expenditures, primarily for T&D
system reliability. This does not include expenditures for cost of removal, net
of salvage, of $121 million, which are included in operating cash flows.

Other

PSEG's other projected expenditures are primarily comprised of investments to replace major parts and enhance operational performance at PSEG Power.



In 2021, PSEG's other capital expenditures were $115 million, excluding $157
million for nuclear fuel, primarily related to various nuclear projects at PSEG
Power.

Offshore Wind

The above table does not reflect our expected long-term investments in offshore
wind projects. We currently expect to make investments in our 25% equity
interest in Orsted's Ocean Wind project to fund construction and operations
planning activities. Over the course of the project, which is expected to
achieve full commercial operation in 2025, our investments are expected to be
substantial. We have planned funding of approximately $250 million to support
continued project development to its final investment decision. At that time, if
we choose not to proceed with the project, Orsted has the option to repurchase
our 25% equity interest in order to proceed with the project.

Other Material Cash Requirements



The following table reflects our other material cash requirements which include
debt maturities and interest payments, operating lease payments and energy
related purchase commitments in the respective periods in which they are due.
For additional information, see Item 8. Note 16. Debt and Credit Facilities,
Note 8. Leases and Note 15. Commitments and Contingent Liabilities.

The table below does not reflect any anticipated cash payments for pension and
OPEB or asset retirement obligations due to uncertain timing of payments. See
Item 8. Note 14. Pension and Other Postretirement Benefits (OPEB) and Savings
Plans and Note 13. Asset Retirement Obligations (AROs) for additional
information.

                                                  Total         Less
                                                 Amount         Than         2 - 3        4 - 5         Over
                                                Committed      1 Year        Years        Years       5 Years
                                                                           Millions

Long-Term Recourse Debt Maturities


      PSEG                                     $   4,146      $   700      $ 1,500      $   550      $  1,396
      PSE&G                                       11,890            -        1,575        1,225         9,090

Interest on Recourse Debt


      PSEG                                           444           86          118           75           165
      PSE&G                                        6,726          407          781          694         4,844

      Operating Leases
      PSE&G                                          117           15           22           17            63
      Other                                          152           25           36           31            60

Energy-Related Purchase Commitments


      PSEG Power                                   2,274          697          825          494           258
      Total                                    $  25,749      $ 1,930      $ 4,857      $ 3,086      $ 15,876



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CRITICAL ACCOUNTING ESTIMATES

Under accounting guidance generally accepted in the United States (GAAP), many
accounting standards require the use of estimates, variable inputs and
assumptions (collectively referred to as estimates) that are subjective in
nature. Because of this, differences between the actual measure realized versus
the estimate can have a material impact on results of operations, financial
position and cash flows. We have determined that the following estimates are
considered critical to the application of rules that relate to the respective
businesses.

Accounting for Pensions and Other Postretirement Benefits (OPEB)



The market-related value of plan assets held for the qualified pension and OPEB
plans is equal to the fair value of these assets as of year-end. The plan assets
are comprised of investments in both debt and equity securities which are valued
using quoted market prices, broker or dealer quotations, or alternative pricing
sources with reasonable levels of price transparency. Plan assets also include
investments in unlisted real estate which is valued via third-party appraisals.
We calculate pension and OPEB costs using various economic and demographic
assumptions.

Assumptions and Approach Used: Economic assumptions include the discount rate
and the long-term rate of return on trust assets. Demographic pension and OPEB
assumptions include projections of future mortality rates, pay increases and
retirement patterns, as well as projected health care costs for OPEB.

             Assumption                                        2021        2020        2019
             Pension
               Discount Rate                                  2.94  %     2.61  %     3.30  %
               Expected Rate of Return on Plan Assets         7.70  %     7.70  %     7.80  %
             OPEB
               Discount Rate                                  2.82  %     2.46  %     3.20  %
               Expected Rate of Return on Plan Assets         7.69  %     7.70  %     7.79  %


The discount rate used to calculate pension and OPEB obligations is determined
as of December 31 each year, our measurement date. The discount rate is
determined by developing a spot rate curve based on the yield to maturity of a
universe of high quality corporate bonds with similar maturities to the plan
obligations. The spot rates are used to discount the estimated plan
distributions. The discount rate is the single equivalent rate that produces the
same result as the full spot rate curve.

Our expected rate of return on plan assets reflects current asset allocations,
historical long-term investment performance and an estimate of future long-term
returns by asset class, long-term inflation assumptions and a premium for active
management.

We utilize a corridor approach that reduces the volatility of reported
costs/credits. The corridor requires differences between actuarial assumptions
and plan results be deferred and amortized as part of the costs/credits. This
occurs only when the accumulated differences exceed 10% of the greater of the
benefit obligation or the fair value of plan assets as of each year-end. For the
Pension Plan, the excess would be amortized over the average remaining expected
life of inactive participants, which is approximately nineteen years. For
Pension Plan II, the excess would be amortized over the average remaining
service period of active employees, which is approximately fourteen years.

Effect if Different Assumptions Used: As part of the business planning process,
we have modeled future costs assuming a 7.20% expected rate of return and a
2.94% discount rate for 2022 pension costs/credits and a 2.82% discount rate for
2022 OPEB costs/credits. Based upon these assumptions, we have estimated a net
periodic pension credit in 2022 of approximately $115 million, or $172 million,
net of amounts capitalized, and a net periodic OPEB credit in 2022 of
approximately $124 million, or $127 million, net of amounts capitalized. Actual
future pension costs/credits and funding levels will depend on future investment
performance, changes in discount rates, market conditions, funding levels
relative to our projected benefit obligation and accumulated benefit obligation
and various other factors related to the populations participating in the
pension plans. Actual future OPEB costs/credits will depend on future investment
performance, changes in discount rates, market conditions, and various other
factors.
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The following chart reflects the sensitivities associated with a change in certain assumptions. The effects of the assumption changes shown below solely reflect the impact of that specific assumption.



                                                                    Impact on                                       Increase to
                                                                     Benefit                                       Costs, net of
                                                                  Obligation as                                       Amounts
                                                                 of December 31,       Increase to Costs in        Capitalized in
                                               % Change               2021                     2022                     2022
      Assumption                                                                             Millions
      Pension
        Discount Rate                            (1)%            $        945          $              32          $          21
        Expected Rate of Return on
      Plan Assets                                (1)%                        N/A       $              67          $          67
      OPEB
        Discount Rate                            (1)%            $        131          $              15          $          15
        Expected Rate of Return on
      Plan Assets                                (1)%                        N/A       $               6          $           6

See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for additional information.

Derivative Instruments



The operations of PSEG, PSEG Power and PSE&G are exposed to market risks from
changes in commodity prices, interest rates and equity prices that could affect
their results of operations and financial condition. Exposure to these risks is
managed through normal operating and financing activities and, when appropriate,
through executing derivative transactions. Derivative instruments are used to
create a relationship in which changes to the value of the assets, liabilities
or anticipated transactions exposed to market risks are expected to be offset by
changes in the value of these derivative instruments.

Current accounting guidance requires us to recognize all derivatives on the balance sheet at their fair value, except for derivatives that qualify for and are designated as normal purchases and normal sales contracts.



Assumptions and Approach Used: In general, the fair value of our derivative
instruments is determined primarily by end of day clearing market prices from an
exchange, such as the New York Mercantile Exchange, Intercontinental Exchange
and Nodal Exchange, or auction prices. Fair values of other energy contracts may
be based on broker quotes.

For a small number of contracts where limited observable inputs or pricing information are available, modeling techniques are employed in determination of their fair value using assumptions reflective of contractual terms, current market rates, forward price curves, discount rates and risk factors, as applicable.



For our wholesale energy business, many of the forward sale, forward purchase,
option and other contracts are derivative instruments that hedge commodity price
risk, but do not meet the requirements for, or are not designated as, either
cash flow or fair value hedge accounting. The changes in value of such
derivative contracts are marked to market through earnings as the related
commodity prices fluctuate. As a result, our earnings may experience significant
fluctuations depending on the volatility of commodity prices.

Effect if Different Assumptions Used: Any significant changes to the fair market
values of our derivatives instruments could result in a material change in the
value of the assets or liabilities recorded on our Consolidated Balance Sheets
and could result in a material change to the unrealized gains or losses recorded
in our Consolidated Statements of Operations.

For additional information regarding Derivative Financial Instruments, see
Item 8. Note 1. Organization, Basis of Presentation and Summary of Significant
Accounting Policies, Note 18. Financial Risk Management Activities and Note 19.
Fair Value Measurements.

Long-Lived Assets

Management evaluates long-lived assets for impairment and reassesses the
reasonableness of their related estimated useful lives whenever events or
changes in circumstances warrant assessment. Such events or changes in
circumstances may be as a result of significant adverse changes in regulation,
business climate, counterparty credit worthiness, market conditions, or a
determination that it is more-likely-than-not that an asset or asset group will
be sold or retired before the end of its estimated useful life.

Assumptions and Approach Used: In the event certain triggers exist indicating an
asset/asset group may not be recoverable, an undiscounted cash flow test is
performed to determine if an impairment exists. When the carrying value of a
long-lived asset/asset group exceeds the undiscounted estimate of future cash
flows associated with the asset/asset group, an impairment may exist to the
extent that the fair value of the asset/asset group is less than its carrying
amount.
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For PSEG, cash flows for long-lived assets and asset groups are determined at
the lowest level for which identifiable cash flows are largely independent of
the cash flows of other assets and liabilities. The cash flows from the
generation units are evaluated at the ISO regional portfolio level and,
effective in August 2021 for PJM assets, do not include PSEG's fossil generating
assets as they are classified as Held for Sale. In certain cases, generation
assets are evaluated on an individual basis where those assets are individually
contracted on a long-term basis with a third party and operations are
independent of other generation assets such as PSEG Power's Kalaeloa facility.
These tests require significant estimates and judgment when developing expected
future cash flows. Significant inputs include, but are not limited to, forward
power prices (including ZEC payments for the New Jersey nuclear assets), fuel
costs, dispatch rates, other operating and capital expenditures, the cost of
borrowing and asset sale prices and probabilities associated with any potential
sale prior to the end of the estimated useful life or the early retirement of
assets. The assumptions used by management incorporate inherent uncertainties
that are at times difficult to predict and could result in impairment charges or
accelerated depreciation in future periods if actual results materially differ
from the estimated assumptions utilized in our forecasts.

In addition, long-lived assets are depreciated under the straight-line method
based on estimated useful lives. An asset's operating useful life is generally
based upon operational experience with similar asset types and other
non-operational factors. In the ordinary course, management, together with an
asset's co-owners in the case of certain of our jointly-owned assets, makes a
number of decisions that impact the operation of our generation assets beyond
the current year. These decisions may have a direct impact on the estimated
remaining useful lives of our assets and will be influenced by the financial
outlook of the assets, including future market conditions such as forward energy
and capacity prices, operating and capital investment costs and any state or
federal legislation and regulations, among other items.

Effect if Different Assumptions Used: The above cash flow tests, and fair value
estimates and estimated remaining useful lives may be impacted by a change in
the assumptions noted above and could significantly impact the outcome,
triggering additional impairment tests, write-offs or accelerated depreciation.
For additional information on the potential impacts on our future financial
statements that may be caused by a change in the assumptions noted above, see
Item 8. Note 4. Early Plant Retirements/Asset Dispositions and Impairments.

Asset Retirement Obligations (ARO)



PSE&G, PSEG Power and Services recognize liabilities for the expected cost of
retiring long-lived assets for which a legal obligation exists. These AROs are
recorded at fair value in the period in which they are incurred and are
capitalized as part of the carrying amount of the related long-lived assets.
PSE&G, as a rate-regulated entity, recognizes Regulatory Assets or Liabilities
as a result of timing differences between the recording of costs and costs
recovered through the rate-making process. We accrete the ARO liability to
reflect the passage of time with the corresponding expense recorded in O&M
Expense.

Assumptions and Approach Used: Because quoted market prices are not available
for AROs, we estimate the initial fair value of an ARO by calculating discounted
cash flows that are dependent upon various assumptions, including:

•estimation of dates for retirement, which can be dependent on environmental and other legislation,

•amounts and timing of future cash expenditures associated with retirement, settlement or remediation activities,



•discount rates,

•cost escalation rates,

•market risk premium,

•inflation rates, and

•if applicable, past experience with government regulators regarding similar obligations.



We obtain updated nuclear decommissioning cost studies triennially unless new
information necessitates more frequent updates. The most recent cost study was
done in 2021. When we revise any assumptions used to calculate fair values of
existing AROs, we adjust the ARO balance and corresponding long-lived asset
which generally impacts the amount of accretion and depreciation expense
recognized in future periods.

Nuclear Decommissioning AROs



AROs related to the future decommissioning of PSEG Power's nuclear facilities
comprised more than 75% or $1,201 million of PSEG's total AROs as of
December 31, 2021. PSEG Power determines its AROs for its nuclear units by
assigning probability weighting to various discounted cash flow outcomes for
each of its nuclear units that incorporate the assumptions above as well as:

•financial feasibility and impacts on potential early shutdown,

•license renewals,


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•SAFSTOR alternative, which assumes the nuclear facility can be safely stored and subsequently decommissioned in a period within 60 years after operations,

•DECON alternative, which assumes decommissioning activities begin after operations, and

•recovery from the federal government of assumed specific costs incurred for spent nuclear fuel.



Effect if Different Assumptions Used: Changes in the assumptions could result in
a material change in the ARO balance sheet obligation and the period over which
we accrete to the ultimate liability. As of December 31, 2021, assumed market
discount rates were historically low; therefore, changes in assumptions may have
a more significant impact on the recorded ARO. Had the following assumptions
been applied, our estimates of the approximate impacts on the Nuclear ARO as of
December 31, 2021 are as follows:

•A decrease of 1% in the discount rate would result in a $130 million increase in the Nuclear ARO.

•An increase of 1% in the inflation rate would result in a $1,321 million increase in the Nuclear ARO.

•If the federal government were to discontinue reimbursing us for assumed specific spent fuel costs as prescribed under the Nuclear Waste Policy Act, the Nuclear ARO would increase by $339 million.

•If we would elect or be required to decommission under a DECON alternative at Salem and Hope Creek, the Nuclear ARO would increase by $1,020 million.



•If PSEG Power were to increase its early shutdown probability to 100% and
retire Salem 1 and Hope Creek starting in 2025 and Salem 2 in 2026, which is
significantly earlier than the end of their current license periods, the Nuclear
ARO would increase by $698 million. For additional information, see Item 8. Note
4. Early Plant Retirements/Asset Dispositions and Impairments.

Accounting for Regulated Businesses



PSE&G prepares its financial statements to comply with GAAP for rate-regulated
enterprises, which differs in some respects from accounting for non-regulated
businesses. In general, accounting for rate-regulated enterprises should reflect
the economic effects of regulation. As a result, a regulated utility is required
to defer the recognition of costs (Regulatory Asset) or recognize obligations
(Regulatory Liability) if the rates established are designed to recover the
costs and if the competitive environment makes it probable that such rates can
be charged or collected. This accounting results in the recognition of revenues
and expenses in different time periods than that of enterprises that are not
regulated.

Assumptions and Approach Used: PSE&G recognizes Regulatory Assets where it is
probable that such costs will be recoverable in future rates from customers and
Regulatory Liabilities where it is probable that refunds will be made to
customers in future billings. The highest degree of probability is an order from
the BPU either approving recovery of the deferred costs over a future period or
requiring the refund of a liability over a future period.

Virtually all of PSE&G's Regulatory Assets and Regulatory Liabilities are supported by BPU orders. In the absence of an order, PSE&G will consider the following when determining whether to record a Regulatory Asset or Liability:

•past experience regarding similar items with the BPU,

•treatment of a similar item in an order by the BPU for another utility,

•passage of new legislation, and

•recent discussions with the BPU.

All deferred costs are subject to prudence reviews by the BPU. When the recovery of a Regulatory Asset or payment of a Regulatory Liability is no longer probable, PSE&G charges or credits earnings, as appropriate.

Effect if Different Assumptions Used: A change in the above assumptions may result in a material impact on our results of operations or our cash flows. See Item 8. Note 7. Regulatory Assets and Liabilities for a description of the amounts and nature of regulatory balance sheet amounts.


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