Obligation Con Edison 4.45% ( US209111FD03 ) en USD

Con Edison

81.53 % ▼

Etas-Unis

US209111FD03 ( en USD )

4.45% par an ( paiement semestriel )

15/03/2044

Prospectus brochure de l'obligation Consolidated Edison Co of NY US209111FD03 en USD 4.45%, échéance 15/03/2044

1 000 USD

850 000 000 USD

209111FD0

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/09/2025 ( Dans 133 jours )

Consolidated Edison, Inc. (Con Edison) est une entreprise d'électricité, de gaz naturel et de vapeur qui dessert la ville de New York et les comtés voisins.

L'Obligation émise par Con Edison ( Etas-Unis ) , en USD, avec le code ISIN US209111FD03, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2044

L'Obligation émise par Con Edison ( Etas-Unis ) , en USD, avec le code ISIN US209111FD03, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Con Edison ( Etas-Unis ) , en USD, avec le code ISIN US209111FD03, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
424B2 1 d682028d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-183035
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount of
Title of each class of
Amount to be
offering
aggregate
registration
securities to be registered

registered

price per unit

offering price

fee (1)(2)
4.45% Debentures, Series 2014 A

$850,000,000
99.916%

$849,286,000
$109,388.04

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in
Consolidated Edison Company of New York, Inc.'s Registration Statement on Form S-3ASR (No. 333-183035).
1 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 2, 2012)
4.45% Debentures, Series 2014 A due 2044

This is a public offering by Consolidated Edison Company of New York, Inc. of $850,000,000 of Series 2014 A Debentures due
March 15, 2044 (the "Debentures").
Interest on the Debentures is payable on September 15, 2014 and thereafter semi-annually on March 15 and September 15 in
each year. We may redeem some or all of the Debentures at any time as described in this prospectus supplement.
The Debentures will be unsecured obligations and rank equally with our other unsecured debt securities that are not
subordinated obligations. The Debentures will be issued only in registered form in denominations of $1,000 or an integral multiple
thereof.

Investing in the Debentures involves risks. See "Risk Factors" on page S-3 of this prospectus
supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Per

Debenture

Total

Initial public offering price

99.916%
$849,286,000
Underwriting discount

0.875%

$ 7,437,500
Proceeds, before expenses, to Consolidated Edison Company
of New York, Inc.

99.041%
$841,848,500
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Debentures will accrue
from March 6, 2014 and must be paid by the purchaser if the Debentures are delivered after March 6, 2014.
The underwriters expect to deliver the Debentures to purchasers through The Depository Trust Company on or about March 6,
2014.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Morgan Stanley
Scotiabank

Wells Fargo Securities
Co-Managers

US Bancorp

Loop Capital Markets

Ramirez & Co., Inc.
March 3, 2014
2 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
IN THIS PROSPECTUS SUPPLEMENT, THE "COMPANY" AND "CON EDISON OF NEW YORK," "WE," "US" AND "OUR"
REFER TO CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. IN ADDITION, WE REFER TO THE 4.45%
DEBENTURES, SERIES 2014 A DUE 2044 AS THE "DEBENTURES".
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus (together, the "prospectus"), and in any written communication from us or the underwriters
specifying the final terms of the offering. We have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference herein is accurate as of any date other than the date on the front cover
of this prospectus supplement.

TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors
S-3
Incorporation By Reference
S-3
The Company
S-3
Use of Proceeds
S-3
Ratio of Earnings to Fixed Charges
S-4
Description of Debentures
S-4
Underwriting (Conflicts of Interest)
S-8
Legal Matters
S-9
Experts
S-9
Prospectus

Risk Factors
2

About This Prospectus
2

Where You Can Find More Information
2

Incorporation By Reference
3

Con Edison of New York
3

Use of Proceeds
3

Earnings Ratios
4

Description of Debt Securities
4

Description of Cumulative Preferred Stock
11

Plan of Distribution
13
Legal Matters
13
Experts
13

S-2
3 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
RISK FACTORS
You should carefully consider the risks described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2013 (which description is incorporated by reference herein), as well as the other information
contained or incorporated by reference herein before making a decision to invest in our debt securities. See "Incorporation by
Reference," below. Our business is influenced by many factors that are difficult to predict, that are often beyond our control and
that involve uncertainties that may materially affect our actual operating results, cash flows and financial condition.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows the "incorporation by reference" herein of the information
we file with the Commission. This means that we can disclose important information to you by referring you to documents that we
have previously filed with the Commission or documents that we will file with the Commission in the future. The information we
incorporate by reference is considered to be an important part of this prospectus. Information that we file later with the Commission
that is incorporated by reference into this prospectus will automatically update and supercede this information.
We are incorporating by reference herein the following Con Edison of New York documents that we have filed with the
Commission:

· Annual Report on Form 10-K for the year ended December 31, 2013.

· Current Report on Form 8-K, dated February 20, 2014 (other than Items 2.02 and 9.01).
We are also incorporating by reference herein any additional documents that we may file with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than those "furnished" pursuant to
Item 2.02 or Item 7.01 in any Current Report on Form 8-K or other information deemed to have been "furnished" rather than filed in
accordance with the Commission's rules) until the termination of the offering of the securities.
THE COMPANY
The Company, incorporated in New York State in 1884, is a subsidiary of Consolidated Edison, Inc. Our principal executive
offices are located at 4 Irving Place, New York, New York 10003. Our telephone number is (212) 460-4600.
The Company provides electric service in all of New York City (except a part of Queens) and most of Westchester County, an
approximately 660 square mile service area with a population of more than nine million. We also provide gas service in Manhattan,
the Bronx and parts of Queens and Westchester County, and steam service in parts of Manhattan.
USE OF PROCEEDS
We anticipate using the net proceeds received by us from the sale of the Debentures for general corporate purposes, including
repayment of short-term debt bearing interest at variable rates. At February 28, 2014, the weighted average annualized yield for the
$918 million of our commercial paper that was outstanding was 0.22 percent. The amount of commercial paper that was outstanding
reflects, among other things, the February 2014 payment at maturity of $200 million of our 4.70% 10-year debentures.

S-3
4 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Con Edison of New York's ratio of earnings to fixed charges for the periods indicated:

Year Ended December 31,

2013

2012

2011

2010

2009

3.7

3.7

3.8

3.4

3.1
The ratio of earnings to fixed charges has been computed based upon net income plus income tax and fixed charges. Fixed
charges include interest on long-term debt and other interest expense, amortization of debt expense, discount and premium, and a
reasonable approximation of the interest component of rentals. See Exhibit 12.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2013 for a statement setting forth the computation of the ratio of earnings to fixed charges for the periods
indicated above.
DESCRIPTION OF DEBENTURES
General
The Debentures will mature on March 15, 2044. We may redeem the Debentures prior to maturity as set forth below. Additional
information describing the Debentures and the Indenture under which they are to be issued is included in "Description of Debt
Securities" in the accompanying prospectus.
Interest
We will pay interest on the Debentures at the rate per annum stated on the first page of this prospectus supplement in the title of
the series. Interest will accrue from March 6, 2014 or from the most recent interest payment date to which interest has been paid.
Interest is payable on September 15, 2014 and thereafter semi-annually on March 15 and September 15 each year to holders of record
at the close of business on the last day, whether or not a business day, of the calendar month next preceding such interest payment date,
except as otherwise provided in the Indenture.
Redemption at Our Option
At any time prior to September 15, 2043, we may redeem the Debentures in whole or in part, at our option at any time, at a
redemption price equal to the greater of (1) 100% of the principal amount of the Debentures being redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, accrued interest on the principal amount being
redeemed to the redemption date. At any time on or after September 15, 2043, we may redeem the Debentures in whole or in part, at
our option at a redemption price equal to 100% of the principal amount of the Debentures being redeemed plus accrued interest on the
principal amount being redeemed to the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment
Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the Debentures being
redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Debentures.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.

S-4
5 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
"Independent Investment Banker" means one of the Reference Treasury Dealers (as defined below) appointed by the trustee after
consultation with us.
"Reference Treasury Dealer" means each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
Morgan Stanley & Co. LLC, their respective successors, and two other primary U.S. Government securities dealers in the United
States (a "Primary Treasury Dealer") selected by us. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer,
we will substitute another Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on
the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered
holder of Debentures to be redeemed.
Unless we default in payment of the redemption price, on or after the redemption date interest will cease to accrue on the
Debentures or portions thereof called for redemption.
Book-Entry Only
The Depository Trust Company (the "Depositary"), New York, NY, will act as securities depository for the Debentures. The
Debentures will be issued as fully-registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee)
or such other name as may be requested by an authorized representative of the Depositary. One or more fully-registered global
certificates (each a "Global Security") will be issued for the Debentures, in the aggregate principal amount of such Debentures, and
will be deposited with the Trustee on behalf of the Depositary.
The Depositary has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of section 17A of the Securities Exchange Act of 1934, as amended.
The Depositary holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments from over 100 countries that the Depositary's participants ("Direct
Participants") deposit with the Depositary. The Depositary also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. The Depositary is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is
the holding company for the Depositary, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Depositary system is
also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants").

S-5
6 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
The Depositary's Rules applicable to its participants are on file with the Commission. More information about the Depositary can be
found at www.dtcc.com, but this information is not incorporated herein by reference.
Purchases of the Debentures under the Depositary's system must be made by or through Direct Participants, which will receive a
credit for the Debentures on the Depositary's records. The ownership interest of each actual purchaser of each Debenture, or
beneficial owner, is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial owners will not receive
written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the beneficial owner entered into the transaction. Transfers of ownership interests in the Debentures are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in the Debentures, except in the event that use of the book-entry system for
the Debentures is discontinued.
To facilitate subsequent transfers, all Debentures deposited by Direct Participants with the Depositary are registered in the name
of the Depositary's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of the
Depositary. The deposit of the Debentures with the Depositary and their registration in the name of Cede & Co. or such other
Depositary nominee effect no change in beneficial ownership. The Depositary has no knowledge of the actual beneficial owners of
the Debentures; the Depositary's records reflect only the identity of the Direct Participants to whose accounts such Debentures are
credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to its Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to the Depositary. If less than all of the Debentures are being redeemed, the Depositary's
practice is to determine by lot the amount of each Direct Participant's interest in the issue to be redeemed.
Neither the Depositary nor Cede & Co. (nor any other Depositary nominee) will consent or vote with respect to the Debentures
unless authorized by a Direct Participant in accordance with the Depositary's applicable procedures. Under its usual procedures, the
Depositary mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts the Debentures are credited on the record date
(identified in a listing attached to the omnibus proxy).
Payments on the Debentures will be made to Cede & Co. or such other nominee as may be requested by an authorized
representative of the Depositary. The Depositary's practice is to credit Direct Participants' accounts upon the Depositary's receipt of
funds and corresponding detailed information from the Company, the Trustee or any paying agent or the registrar for the Debentures,
on the payable date in accordance with their respective holdings shown on the Depositary's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants and not of the
Depositary or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to
Cede & Co. (or such other nominee as may be requested by an authorized representative of the Depositary) is the responsibility of the
Company, disbursement of such payments to Direct Participants will be the responsibility of the Depositary, and disbursement of such
payments to the beneficial owners will be the responsibility of Direct and Indirect Participants.

S-6
7 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
If the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the
Company, the Company will issue Debentures in definitive form in exchange for each Global Security representing such Debentures.
In such event, an owner of a beneficial interest in such Global Security will be entitled to physical delivery in definitive form of
Debentures represented by such Global Security equal in principal amount to such beneficial interest and to have such Debentures
registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations that are
integral multiples of $1,000.
The information in this section concerning the Depositary and the Depositary's book-entry has been obtained from sources that
the Company believes to be reliable, but none of the Company or the underwriters take any responsibility for the accuracy thereof.

S-7
8 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
UNDERWRITING (Conflicts of Interest)
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC are acting as joint
book-running managers of the offering and as representatives (the "representatives") of the underwriters named below (the
"underwriters"). Subject to the terms and conditions contained in the underwriting agreement between us and the underwriters, we
have agreed to sell the Debentures to the underwriters, and the underwriters have severally agreed to purchase the Debentures, in the
respective principal amounts of the Debentures set forth after their names below. The underwriting agreement provides that the
obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to purchase all
of the Debentures if any are purchased.

Principal Amount
of Series 2014 A
Underwriters

Debentures

Barclays Capital Inc.

$161,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

161,500,000

Morgan Stanley & Co. LLC

161,500,000

Scotia Capital (USA) Inc.

119,000,000

Wells Fargo Securities, LLC

119,000,000

U.S. Bancorp Investments, Inc.

76,500,000

Loop Capital Markets LLC

34,000,000

Samuel A. Ramirez & Company, Inc.

17,000,000

Total

$850,000,000

The underwriters are offering the Debentures, subject to prior sale, when, as and if issued to and accepted by them, subject to
approval of legal matters by counsel, including the validity of the Debentures, and other conditions contained in the underwriting
agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
The underwriters have advised the Company that they propose to offer the Debentures directly to the public at the public offering
price set forth on the cover page of this prospectus supplement, and may offer the Debentures to certain securities dealers at such
price less a concession not to exceed 0.50% of the principal amount of the Debentures. The underwriters may allow, and such dealers
may reallow, a concession not to exceed 0.35% of the principal amount of the Debentures, to certain brokers and dealers. After the
Debentures are released for sale to the public, the offering price and other selling terms may from time to time be varied by the
underwriters.
The Debentures are a new issue of securities with no established trading market. We do not intend to apply for the listing of the
Debentures on any national securities exchange or for quotation of the Debentures on any automated dealer quotation system. We have
been advised by the underwriters that they presently intend to make a market in the Debentures after completion of this offering.
However, the underwriters are under no obligation to do so and may discontinue any market-making activities at any time without any
notice. We cannot assure the liquidity of the trading market for the Debentures or that an active public trading market for the
Debentures will develop. If an active public trading market for the Debentures does not develop, the market price and liquidity of the
Debentures may be adversely affected.
In connection with this offering, the representatives, on behalf of the underwriters, may purchase and sell Debentures in the open
market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales.
Short sales involve the sale by the underwriters of a greater total principal amount of Debentures than they are required to purchase in
this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in
the market price of Debentures while this offering is in progress.

S-8
9 of 24
3/4/2014 2:54 PM

424B2
http://www.sec.gov/Archives/edgar/data/23632/000119312514081900/d...
Table of Contents
The underwriters also may impose a penalty bid. This may occur when a particular underwriter repays to the underwriters a
portion of the underwriting discount because the underwriters have repurchased Debentures sold by or for the account of that
underwriter in stabilizing or short covering the transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the Debentures. As a result,
the price of the Debentures may be higher than the price that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued by the underwriters at any time.
The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Company expects to have an estimated $1,350,000 of expenses in connection with this offering.
Certain of the underwriters and their affiliates engage in various activities, which may include corporate trust, securities trading,
commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. Certain of the underwriters and their affiliates have or are engaged in, and may in the future engage
in, various general financing and investment and commercial banking transactions with us and our affiliates, including participating in
our revolving credit arrangements for which they have received, or will receive, customary fees and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending
relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically,
such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of
credit default swaps or the creation of short positions in our securities, including potentially the Debentures offered hereby. Any such
credit default swaps or short positions could adversely affect future trading prices of the Debentures offered hereby. The underwriters
and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of
such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Certain of the underwriters or their affiliates may hold a portion of the commercial paper that we anticipate repaying using net
proceeds received by us from the sale of the Debentures. See "Use of Proceeds," above. We understand that if an underwriter and its
affiliates were to receive 5% or more of the net proceeds, such underwriter would be required to conduct its distribution of the
Debentures in accordance with Rule 5121 (Public Offerings of Securities with Conflicts of Interest) of the Financial Industry
Regulatory Authority, Inc.
LEGAL MATTERS
The validity of the Debentures and certain other related legal matters will be passed upon for Con Edison of New York by
Elizabeth D. Moore, Esq., Senior Vice President and General Counsel. Certain legal matters in connection with the Debentures will
be passed upon for the underwriters by Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166. Hunton & Williams
LLP has from time to time performed and may perform legal services for the Company or its affiliates.
EXPERTS
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is
included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by
reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.

S-9
10 of 24
3/4/2014 2:54 PM