Obligation Con Edison 4.5% ( US209111FG34 ) en USD

Con Edison

86.613 % ▲

Etats-unis

US209111FG34 ( en USD )

4.5% par an ( paiement semestriel )

01/12/2045

Prospectus brochure de l'obligation Consolidated Edison Co of NY US209111FG34 en USD 4.5%, échéance 01/12/2045

209111FG3

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/06/2025 ( Dans 27 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 ( Etats-unis ) , en USD, avec le code ISIN US209111FG34, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2045

L'Obligation émise par Con Edison ( Etats-unis ) , en USD, avec le code ISIN US209111FG34, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Con Edison ( Etats-unis ) , en USD, avec le code ISIN US209111FG34, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d206818d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

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

registered

unit

offering price

fee (1)(2)

4.50% Debentures, Series 2015 A

$650,000,000

99.900% $649,350,000

$65,389.55

(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. 333-206177).
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-206177

P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 6, 2015)
$650,000,000
Consolidated Edison Company of New York, Inc.
4.50% Debentures, Series 2015 A due 2045

This is a public offering by Consolidated Edison Company of New York, Inc. of $650,000,000 of Series 2015 A Debentures due December 1,
2045 (the "Debentures").
Interest on the Debentures is payable on June 1, 2016 and thereafter semi-annually on June 1 and December 1 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

99.900%
$649,350,000
Underwriting discount

0.875%
$
5,687,500
Proceeds, before expenses, to Consolidated Edison Company of New York, Inc.

99.025%
$643,662,500
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Final Prospectus Supplement
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Debentures will accrue from
November 17, 2015 and must be paid by the purchaser if the Debentures are delivered after November 17, 2015.
The underwriters expect to deliver the Debentures to purchasers through The Depository Trust Company on or about November 17, 2015.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

MUFG

KeyBanc Capital Markets

Co-Managers

US Bancorp

CIBC Capital Markets

SMBC Nikko

Loop Capital Markets

Ramirez & Co., Inc.
November 12, 2015
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 4.50% DEBENTURES, SERIES 2015 A
DUE DECEMBER 1, 2045 AS THE "DEBENTURES".
You should rely only on the information contained in or incorporated by reference into 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-10
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Final Prospectus Supplement
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
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, 2014 (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, 2014;

· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015; and

· Current Reports on Form 8-K, dated January 15, 2015, April 20, 2015, May 18, 2015, and July 16, 2015.
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, parts of Queens
and most of 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 November 11, 2015, the weighted average annualized yield for the $297 million of our
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Final Prospectus Supplement
commercial paper that was outstanding was 0.31 percent.

S-3
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:

For the
Nine Months Ended

September 30,

Year Ended December 31,

2015

2014

2013

2012

2011

2010

4.1

3.8

3.7

3.7

3.8

3.4
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, 2014 and
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 for statements 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 December 1, 2045. 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. Interest will accrue from
November 17, 2015 or from the most recent interest payment date to which interest has been paid. Interest is payable on June 1, 2016 and thereafter
semi-annually on June 1 and December 1 each year to holders of record at the close of business on the fifteenth 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 June 1, 2045, 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points,
plus, in each case, accrued interest on the principal amount being redeemed to, but not including, the redemption date. At any time on or after June
1, 2045, 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, but not including, 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.

S-4
Table of Contents
"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 of such Reference Treasury Dealer Quotations, or (2) if we obtain
fewer than five of such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers (as defined below) appointed by the trustee after consultation
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Final Prospectus Supplement
with us.
"Reference Treasury Dealer" means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and a primary
U.S. Government securities dealer in the United States (a "Primary Treasury Dealer") selected by Wells Fargo Securities, LLC, their respective
successors and two other Primary Treasury Dealers 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 us, 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 us 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 semi-annual 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

S-5
Table of Contents
("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"). 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.
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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

S-6
Table of Contents
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.
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
Table of Contents
UNDERWRITING (Conflicts of Interest)
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, 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
Underwriters

of Debentures
J.P. Morgan Securities LLC

$ 113,750,000
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Final Prospectus Supplement
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

113,750,000
Wells Fargo Securities, LLC

113,750,000
Mitsubishi UFJ Securities (USA), Inc.

113,750,000
KeyBanc Capital Markets Inc.

65,000,000
U.S. Bancorp Investments, Inc.

39,000,000
CIBC World Markets Corp.

26,000,000
SMBC Nikko Securities America, Inc.

26,000,000
Loop Capital Markets LLC

19,500,000
Samuel A. Ramirez & Company, Inc.

19,500,000

Total

$ 650,000,000

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
0.25% 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 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
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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 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 $1,150,000 of expenses (excluding the underwriting discount) 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
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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. If any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or their affiliates routinely
hedge, and certain other of these underwriters or their affiliates may 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.

S-9
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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, 2014 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-10
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PROSPECTUS
Consolidated Edison Company of New York, Inc.
Debt Securities
Cumulative Preferred Stock ($100 Par Value)
We may offer and sell our unsecured debt securities and our Cumulative Preferred Stock ($100 Par Value) from time to time. We will
establish the specific terms of each series of our debt securities and Cumulative Preferred Stock we offer, their offering prices and how they will be
offered at the time we offer them, and we will describe them in one or more supplements to this prospectus. This prospectus may not be used to
offer and sell our securities unless accompanied by a prospectus supplement. You should read this prospectus and the related prospectus
supplement before you invest in our securities.

Investing in our securities involves risks. See "Risk Factors" on page 2 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Final Prospectus Supplement

We may sell our securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time,
or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the
right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any
securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of
securities also will be set forth in the applicable prospectus supplement.
The date of this prospectus is August 6, 2015.
Table of Contents
TABLE OF CONTENTS

Page
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

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Table of Contents
RISK FACTORS
Our businesses are influenced by many factors that are difficult to predict, and that involve uncertainties that may materially affect actual
operating results, cash flows and financial condition. These risk factors include those described in the documents that are incorporated by reference
in this prospectus (see "Incorporation by Reference," below), and could include additional uncertainties not presently known to us or that we
currently do not consider to be material. Before making an investment decision, you should carefully consider these risks as well as any other
information we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement for our securities that we have filed with the Securities and Exchange Commission (the
"Commission") using a "shelf" registration process. We may use this prospectus to offer and sell from time to time any of the securities described
in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we
offer securities, we will file with the Commission a supplement to this prospectus that will describe the specific terms of that offering. The specific
terms of the offered securities may vary from the general terms of the securities described in this prospectus, and accordingly the description of the
securities contained in this prospectus is subject to, and qualified by reference to, the specific terms of the offered securities contained in the
applicable prospectus supplement. The prospectus supplement may also add, update or change the information contained in this prospectus,
including information about us. If there is any inconsistency between this prospectus and the applicable prospectus supplement, you should rely on
the information in the prospectus supplement. Before you invest, you should carefully read this prospectus, the applicable prospectus supplement
and the information contained in the documents we refer to in this prospectus under "Where You Can Find More Information."
This prospectus and any accompanying prospectus supplement contain and incorporate by reference information that you should consider
when making your investment decision. We have not authorized anyone else to provide you with any additional or different information. If anyone
provides you with such additional, different or inconsistent information, you should not rely on it. We are not making an offer to sell securities in
any jurisdiction where the offer or sale is not permitted. You should assume that information appearing in this prospectus, any prospectus
http://www.sec.gov/Archives/edgar/data/23632/000119312515376673/d206818d424b2.htm[11/13/2015 11:35:51 AM]

Final Prospectus Supplement
supplement and the documents incorporated by reference therein and in any related written communication that we provide or authorize is accurate
only as of the respective dates of such documents. Our business, financial condition, results of operations and prospects may have changed since
such dates.
References in this prospectus to the terms "we," "us" or other similar terms mean Consolidated Edison Company of New York, Inc., unless
the context clearly indicates otherwise. We are also referred to in this prospectus as Con Edison of New York.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the Commission and these filings are publicly available through the
Commission's website (http://www.sec.gov). You may read and copy materials that we have filed with the Commission at its public reference
room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling
the Commission at 1-800-SEC-0330.
This prospectus, which includes information incorporated by reference (see "Incorporation by Reference," below), is part of a registration
statement on Form S-3 we have filed with the Commission relating to our securities. As permitted by the Commission's rules, this prospectus does
not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the Commission.

2
Table of Contents
You should read the registration statement and the exhibits and schedules for more information about us and our securities. The registration
statement, exhibits and schedules are also available at the Commission's public reference room or through its Internet website.
You may obtain a free copy of our filings with the Commission by writing or telephoning us at our principal executive offices: Corporate
Secretary, Consolidated Edison Company of New York, Inc., 4 Irving Place, New York, New York 10003 (Telephone No.: 212-460-3331). The
filings are also available through the Investor Information section of our website: www.coned.com. The information on our website is not
incorporated into this prospectus by reference, and you should not consider it a part of this prospectus.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" into this prospectus information we file with them. 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 into this prospectus 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, 2014;

· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015 and June 30, 2015; and

· Current Reports on Form 8-K, dated January 15, 2015, April 20, 2015, May 18, 2015 and July 16, 2015.
We are also incorporating by reference into this prospectus any additional documents that we subsequently 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) prior to the termination of the offering of the securities covered by the applicable prospectus supplement.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any accompanying prospectus
supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
CON EDISON OF NEW YORK
Con Edison of New York, incorporated in New York State in 1884, is a subsidiary of Consolidated Edison, Inc. ("Con Edison") and has no
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Document Outline

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