NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
General
These combined notes accompany and form an integral part of the separate interim consolidated financial statements of each of the two separate registrants: Consolidated Edison, Inc. and its subsidiaries (Con Edison) and Consolidated Edison Company of New York, Inc. and its subsidiaries (CECONY). CECONY is a subsidiary of Con Edison and as such its financial condition and results of operations and cash flows, that are presented separately in the CECONY consolidated financial statements, are also consolidated, along with those of Orange and Rockland Utilities, Inc. (O&R), Con Edison Transmission, Inc. (together with its subsidiaries, Con Edison Transmission) and its former subsidiary, Con Edison Clean Energy Businesses, Inc. (together with its subsidiaries, the Clean Energy Businesses), in Con Edison’s consolidated financial statements. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R. The term “Utilities” is used in these notes to refer to CECONY and O&R.
As used in these notes, the term “Companies” refers to Con Edison and CECONY and, except as otherwise noted, the information in these combined notes relates to each of the Companies. However, CECONY makes no representation as to information relating to Con Edison or the subsidiaries of Con Edison other than itself.
The separate interim consolidated financial statements of each of the Companies are unaudited but, in the opinion of their respective managements, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. The Companies’ separate interim consolidated financial statements should be read together with their separate audited financial statements (including the combined notes thereto) included in Item 8 of their combined Annual Report on Form 10-K for the year ended December 31, 2023.
Con Edison has two regulated utility subsidiaries: CECONY and O&R. CECONY provides electric service and gas service in New York City and Westchester County. The company also provides steam service in parts of Manhattan. O&R, along with its regulated utility subsidiary, provides electric service in southeastern New York and northern New Jersey, and gas service in southeastern New York. Con Edison Transmission invests in and seeks to develop electric transmission projects through its subsidiary, Consolidated Edison Transmission, LLC, and manages, through joint ventures, investments in gas pipeline and storage facilities through its subsidiary, Con Edison Gas Pipeline and Storage, LLC. See “Investments” in Note A.
Note A – Summary of Significant Accounting Policies and Other Matters
Accounting Policies
The accounting policies of Con Edison and its subsidiaries conform to generally accepted accounting principles in the United States of America (GAAP). For the Utilities, these accounting principles include the accounting rules for regulated operations and the accounting requirements of the Federal Energy Regulatory Commission (FERC) and the state regulators having jurisdiction.
Investments
Con Edison's investments consist primarily of the investments of Con Edison Transmission that are accounted for under the equity method and the fair value of the Utilities' supplemental retirement income plan and deferred income plan assets.
Investment in Mountain Valley Pipeline, LLC (MVP)
In January 2016, a subsidiary of Con Edison Transmission acquired a 12.5 percent interest in MVP, a company developing a proposed 300-mile gas transmission project (the Mountain Valley Pipeline) in West Virginia and Virginia. During 2019, Con Edison exercised its right to limit, and did limit, its cash contributions to the joint venture to approximately $530 million, that reduced Con Edison Transmission’s interest in MVP to 9.6 percent and 7.9 percent as of December 31, 2022 and 2023, respectively. As of March 31, 2024, Con Edison Transmission's interest in MVP is 7.2 percent and is expected to be reduced to approximately 6.75 percent based on Con Edison Transmission’s previous capping of its cash contributions. As of December 31, 2023 and March 31, 2024, the Mountain Valley Pipeline was approximately 97 percent and 99 percent complete, respectively.
In June 2023, federal legislation to raise the U.S. debt ceiling included provisions declaring the Mountain Valley Pipeline to be in the national interest, expediting the permitting process and moving jurisdiction of challenges of permits to the D.C. Circuit Court of Appeals, from the 4th Circuit Court of Appeals. These actions enabled construction activities to resume in June 2023 and continue without substantial interruption for the duration of 2023. In April 2024, the operator of the Mountain Valley Pipeline announced that it expects to complete construction on or about May 31, 2024, with long-term firm capacity obligations to begin on the first day of month immediately following
the date MVP receives FERC authorization to commence service. The operator also announced it is targeting a total project cost of approximately $7,850 million (including contingency and excluding allowance for funds used during construction). At March 31, 2024, Con Edison Transmission’s carrying value of its investment in MVP was $153 million and its cash contributions to the joint venture amounted to $530 million.
There is risk that the fair value of Con Edison’s investment in MVP may be further impaired in the future. Assumptions and estimates used to test Con Edison’s investment in MVP for impairment may change if adverse developments impacting the construction of the Mountain Valley Pipeline were to occur.
Reclassification
Certain prior period amounts have been reclassified to conform with the current period presentation.
Earnings Per Common Share
Con Edison presents basic and diluted earnings per share (EPS) on the face of its consolidated income statement. Basic EPS is calculated by dividing earnings available to common shareholders (“Net income for common stock” on Con Edison’s consolidated income statement) by the weighted average number of Con Edison common shares outstanding during the period. In the calculation of diluted EPS, weighted average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock.
Potentially dilutive securities for Con Edison consist of restricted stock units and deferred stock units for which the average market price of the common shares for the period was greater than the exercise vesting price.
For the three months ended March 31, 2024 and 2023, basic and diluted EPS for Con Edison are calculated as follows:
| | | | | | | | | | |
| For the Three Months Ended March 31, | |
| (Millions of Dollars, except per share amounts/Shares in Millions) | 2024 | 2023 | | |
| Net income for common stock | $720 | $1,433 | | |
| Weighted average common shares outstanding – basic | 345.5 | 352.9 | | |
| Add: Incremental shares attributable to effect of potentially dilutive securities | 1.3 | 1.3 | | |
| Adjusted weighted average common shares outstanding – diluted | 346.8 | 354.2 | | |
| Net Income per common share – basic | $2.08 | $4.06 | | |
| Net Income per common share – diluted | $2.08 | $4.05 | | |
The computation of diluted EPS for the three months ended March 31, 2023 and 2024 excluded approximately 1.9 million shares and an immaterial number of shares, respectively, because of their anti-dilutive effect. The anti-dilutive shares as of March 31, 2023 were calculated factoring in accelerated share repurchase agreements that Con Edison entered into in March 2023 with two dealers to repurchase $1,000 million in aggregate of Con Edison's Common Shares ($0.10 par value) that were settled during the second quarter of 2023.
Changes in Accumulated Other Comprehensive Income/(Loss) by Component
For the three months ended March 31, 2024 and 2023, changes to accumulated other comprehensive income/(loss) (OCI) for Con Edison and CECONY are as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Beginning balance, accumulated OCI, net of taxes (a) | $22 | $22 | $2 | $4 |
OCI before reclassifications, net of tax of $2 for Con Edison in 2024 | (4) | — | — | (1) |
| | | | |
| Amounts reclassified from accumulated OCI related to pension plan liabilities, net of tax (a)(b) | — | 4 | — | — |
| Current period OCI, net of taxes | (4) | 4 | — | (1) |
| Ending balance, accumulated OCI, net of taxes (a) | $18 | $26 | $2 | $3 |
(a) Tax reclassified from accumulated OCI is reported in the income tax expense line item of the consolidated income statement.(b)For the portion of unrecognized pension and other postretirement benefit costs relating to the Utilities, costs are recorded into, and amortized out of, regulatory assets and liabilities instead of OCI. The net actuarial losses and prior service costs recognized during the period are included in the computation of total periodic pension and other postretirement benefit costs. See Notes E and F. For Con Edison in 2023, amounts reclassified also include accumulated OCI of the Clean Energy Businesses that were sold on March 1, 2023. See Note Q.
Reconciliation of Cash, Temporary Cash Investments and Restricted Cash
Cash, temporary cash investments and restricted cash are presented on a combined basis in the Companies’ consolidated statements of cash flows. At March 31, 2024 and 2023, cash, temporary cash investments and restricted cash for Con Edison were as follows; CECONY did not have material restricted cash balances as of March 31, 2024 and 2023:
| | | | | | | | |
| At March 31, |
| Con Edison |
| (Millions of Dollars) | 2024 | 2023 |
| Cash and temporary cash investments | $169 | $771 |
| Restricted cash (a) | 6 | 2 |
| Total cash, temporary cash investments and restricted cash | $175 | $773 |
(a)On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q. Con Edison retained one deferred project, Broken Bow II, a 75MW nameplate capacity wind power project located in Nebraska. Con Edison's restricted cash for the 2023 and 2024 periods include restricted cash of Broken Bow II that continued to be classified as held for sale as of March 31, 2024. See Note R.
Variable Interest Entities
The accounting rules for consolidation address the consolidation of a variable interest entity (VIE) by a business enterprise that is the primary beneficiary. A VIE is an entity that does not have a sufficient equity investment at risk to permit it to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest. The primary beneficiary is the business enterprise that has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and either absorbs a significant amount of the VIE’s losses or has the right to receive benefits that could be significant to the VIE.
The Companies enter into arrangements including leases, partnerships and electricity purchase agreements, with various entities. As a result of these arrangements, the Companies retain or may retain a variable interest in these entities.
CECONY has an ongoing long-term electricity purchase agreement with Brooklyn Navy Yard Cogeneration Partners, LP, a potential VIE. In 2023, a request was made of this counterparty for information necessary to determine whether the entity was a VIE and whether CECONY is the primary beneficiary; however, the information was not made available. The payments for this contract constitute CECONY’s maximum exposure to loss with respect to the potential VIE.
Assets Held for Sale
Generally, a long-lived asset or business to be sold is classified as held for sale in the period in which management, with approval from the Board of Directors, commits to a plan to sell, and a sale is expected to be completed within one year. During the first nine months of 2022, Con Edison considered strategic alternatives with respect to the Clean Energy Businesses.
As described further in Note R, on October 1, 2022, Con Edison's management received authority to commit to a plan to sell the Clean Energy Businesses and entered into a purchase and sale agreement. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses with the exception of two tax equity interests and one deferred project, Broken Bow II. Broken Bow II continued to be classified as held for sale as of March 31, 2024. See Note R.
Fair value is the amount at which an asset, liability or business could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, or may be observable using quoted market prices. Con Edison used a market approach consisting of the contractual sales price adjusted for estimated working capital and other contractual purchase price adjustments to determine the fair value of the Clean Energy Businesses as of December 31, 2022, and subtracted estimated costs to sell from that calculated fair value. The resulting net fair value of the Clean Energy Businesses' assets exceeded the carrying value of the Clean Energy Businesses' assets through the sale date in March 2023, and accordingly no impairments were recorded.
The sale of the Clean Energy Businesses did not represent a strategic shift that had or would have had a major effect on Con Edison, and as such, the sale did not qualify for treatment as a discontinued operation.
For further information, see Note R.
Note B – Regulatory Matters
Rate Plans
O&R New York – Electric
In April 2024, O&R filed an update to its January 2024 request to the NYSPSC for an electric rate increase effective January 1, 2025. The company decreased its requested January 2024 rate increase by $7.5 million to $10.7 million.
For purposes of illustration, the filing calculated rate increases of $34.8 million and $55 million effective January 2026 and 2027, respectively, based upon the proposed return on common equity of 10.25 percent and a common equity ratio of 50 percent.
O&R New York –Gas
In April 2024, O&R filed an update to its January 2024 request to the NYSPSC for a gas rate increase effective January 1, 2025. The company increased its requested January 2024 rate increase by $3.1 million to $17.5 million. For purposes of illustration, the filing calculated rate increases of $22.8 million and $19.2 million effective January 2026 and 2027, respectively, based upon the proposed return on common equity of 10.25 percent and a common equity ratio of 50 percent.
Bill Relief Program
In March 2024, CECONY and O&R received $91 million and $9 million, respectively, pursuant to a New York State bill relief program funded by the state that provided a one-time bill credit for electric and gas customers. The program was established to partially offset the costs all customers pay to fund utility energy affordability programs.
Other Regulatory Matters
In January 2023, CECONY initiated a review of welds on certain gas and steam mains following the company’s discovery of a leak from a gas main weld in Queens, New York. During the course of its review thus far, CECONY discovered a limited number of other non-conforming gas and steam main welds. New York regulations require utilities to perform and record weld films for certain gas and steam main welds. Upon reviewing these films, CECONY determined that in some instances third-party contractors engaged in misconduct by substituting duplicate weld films for different welds, while another third-party contractor had created poor quality weld films. CECONY voluntarily disclosed its initial review and findings to the NYSDPS which, in turn, initiated its own investigation. CECONY also reported the contractors’ misconduct to law enforcement. Given the nature of the non-conforming welds identified, CECONY does not anticipate significant impact to the operation of its gas and steam mains. CECONY continues to investigate this matter, is remediating and monitoring the known non-conforming welds and is cooperating with the NYSDPS on its investigation of this matter. CECONY is unable to estimate the amount or range of its possible loss, if any, related to this matter.
In October 2023, CECONY and O&R replaced their separate existing customer billing and information systems with a single new customer billing and information system. In April 2023, CECONY filed a petition with the NYSPSC for permission to capitalize incremental costs for the new system above a $421 million limit on capital investments included in CECONY’s 2020 – 2022 electric and gas rate plans. At March 31, 2024, CECONY's incurred costs for the new system were $509 million ($88 million above the $421 million limit in the rate plans). CECONY cannot predict the NYSPSC’s response to its April 2023 petition and the NYSPSC may prohibit CECONY from capitalizing some or all of the costs above the $421 million limit. O&R's electric and gas rate plans do not include a limit on capitalization of new system costs.
In January 2018, the NYSPSC issued an order initiating a focused operations audit of the Utilities’ financial accounting for income taxes. The audit is investigating the Utilities’ inadvertent understatement of a portion, the amount of which may be material, of their calculation of total federal income tax expense for ratemaking purposes. The understatement was related to the calculation of plant retirement-related cost of removal. As a result of such understatement, the Utilities accumulated significant income tax regulatory assets that were not reflected in O&R’s rate plans prior to 2014, CECONY’s electric and gas rate plans prior to 2015 and 2016, respectively, and CECONY's steam plans prior to November 2023. This understatement of historical income tax expense materially reduced the amount of revenue collected from the Utilities' customers in the past. As part of the audit, the Utilities plan to pursue a private letter ruling from the Internal Revenue Service (IRS) that is expected to confirm, among other things, that in order to comply with IRS normalization rules, such understatement may not be corrected through a write-down of a portion of the regulatory asset and must be corrected through an increase in future years’ revenue requirements. The regulatory asset ($1,094 million and $17 million for CECONY and O&R, respectively, as of March 31, 2024 and $1,113 million and $18 million for CECONY and O&R, respectively, as of December 31, 2023 and which is not earning a return) is netted against the future income tax regulatory liability on the Companies’ consolidated balance sheet. The Utilities are unable to estimate the amount or range of their possible loss, if any, related to this matter. At March 31, 2024, the Utilities had not accrued a liability related to this matter.
Regulatory Assets and Liabilities
Regulatory assets and liabilities at March 31, 2024 and December 31, 2023 were comprised of the following items:
| | | | | | | | | | | | | | | | | |
| Con Edison | | CECONY |
| (Millions of Dollars) | 2024 | 2023 | | 2024 | 2023 |
| Regulatory assets | | | | | |
| Environmental remediation costs | $1,098 | $1,105 | | $1,015 | $1,022 |
| System peak reduction and energy efficiency programs | 1,046 | 1,057 | | 1,024 | 1,038 |
| COVID - 19 pandemic deferrals | 827 | 789 | | 816 | 782 |
| Revenue taxes | 494 | 476 | | 473 | 455 |
| Legacy meters (a) | 436 | 17 | | 420 | — |
| Deferred storm costs | 190 | 206 | | 100 | 115 |
| Property tax reconciliation | 146 | 169 | | 146 | 169 |
| Deferred derivative losses - long term | 133 | 163 | | 121 | 148 |
| Electric vehicle make ready | 85 | 73 | | 79 | 68 |
| Pension and other postretirement benefits deferrals | 73 | 48 | | 70 | 39 |
| MTA power reliability deferral | 54 | 61 | | 54 | 61 |
| Gas service line deferred costs | 38 | 43 | | 38 | 43 |
| Unrecognized pension and other postretirement costs | 4 | — | | 3 | — |
| Other | 426 | 400 | | 398 | 374 |
| Regulatory assets – noncurrent | 5,050 | 4,607 | | 4,757 | 4,314 |
| Deferred derivative losses - short term | 202 | 269 | | 191 | 253 |
| Recoverable energy costs | 8 | 12 | | — | 1 |
| Regulatory assets – current | 210 | 281 | | 191 | 254 |
| Total Regulatory Assets | $5,260 | $4,888 | | $4,948 | $4,568 |
| Regulatory liabilities | | | | | |
| Future income tax* | 1,469 | 1,535 | | 1,339 | 1,404 |
| Allowance for cost of removal less salvage | 1,468 | 1,456 | | 1,274 | 1,266 |
| Unrecognized pension and other postretirement costs | 798 | 943 | | 750 | 867 |
| Pension and other postretirement benefit deferrals | 315 | 284 | | 263 | 233 |
| Net unbilled revenue deferrals | 288 | 278 | | 288 | 278 |
| Late payment charge deferral | 205 | 167 | | 198 | 161 |
| System benefit charge carrying charge | 98 | 92 | | 93 | 88 |
| Deferred derivative gains - long term | 48 | 49 | | 47 | 49 |
| Net proceeds from sale of property | 42 | 48 | | 41 | 47 |
| Settlement of prudence proceeding | 11 | 11 | | 11 | 11 |
| Other | 432 | 465 | | 383 | 414 |
| Regulatory liabilities – noncurrent | 5,174 | 5,328 | | 4,687 | 4,818 |
| Deferred derivative gains - short term | 117 | 74 | | 110 | 71 |
| Refundable energy costs | 140 | 71 | | 100 | 36 |
| Revenue decoupling mechanism | 1 | — | | — | — |
| Regulatory liabilities – current | 258 | 145 | | 210 | 107 |
| Total Regulatory Liabilities | $5,432 | $5,473 | | $4,897 | $4,925 |
| | | | | |
* See "Other Regulatory Matters," above.
(a) Pursuant to their rate plans, CECONY and O&R are recovering the costs of legacy meters over a 15-year period beginning January 1, 2024 and a 12-year period beginning January 1, 2022, respectively.
In general, the Utilities receive or are being credited with a return at the Other Customer-Provided Capital rate for regulatory assets that have not been included in rate base, and receive or are being credited with a return at the pre-tax weighted average cost of capital once the asset is included in rate base. Similarly, the Utilities pay to or credit customers with a return at the Other Customer-Provided Capital rate for regulatory liabilities that have not been included in rate base, and pay to or credit customers with a return at the pre-tax weighted average cost of capital once the liability is included in rate base. The Other Customer-Provided Capital rate for the three months ended March 31, 2024 and 2023 was 5.95 percent and 5.20 percent, respectively.
In general, the Utilities are receiving or being credited with a return on their regulatory assets for which a cash outflow has been made ($2,949 million and $2,541 million for Con Edison, and $2,772 million and $2,359 million for CECONY at March 31, 2024 and December 31, 2023, respectively). Regulatory assets of RECO for which a cash outflow has been made ($22 million and $24 million at March 31, 2024 and December 31, 2023, respectively) are not receiving or being credited with a return. RECO recovers regulatory assets over a period of up to four years or
until they are addressed in its next base rate case in accordance with the rate provisions approved by the NJBPU. Regulatory liabilities are treated in a consistent manner.
Regulatory assets that represent future financial obligations and were deferred in accordance with the Utilities’ rate plans or orders issued by state regulators do not earn a return until such time as a cash outlay has been made. Regulatory liabilities are treated in a consistent manner. At March 31, 2024 and December 31, 2023, regulatory assets for Con Edison and CECONY that did not earn a return consisted of the following items:
Regulatory Assets Not Earning a Return*
| | | | | | | | | | | | | | |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Environmental remediation costs | $1,098 | $1,105 | $1,015 | $1,022 |
| Revenue taxes | 509 | 490 | 488 | 470 |
| COVID-19 deferral for uncollectible accounts receivable | 324 | 291 | 318 | 288 |
| Deferred derivative losses - current | 202 | 269 | 191 | 253 |
| Deferred derivative losses - long term | 133 | 163 | 121 | 148 |
| Unrecognized pension and other postretirement costs | 4 | — | 3 | — |
| Other | 41 | 29 | 40 | 28 |
| Total | $2,311 | $2,347 | $2,176 | $2,209 |
*This table presents regulatory assets not earning a return for which no cash outlay has been made.
The recovery periods for regulatory assets for which a cash outflow has not been made and that do not earn a return have not yet been determined, except as noted below, and are expected to be determined pursuant to the Utilities’ future rate plans to be filed or orders issued by the state regulators in connection therewith.
The Utilities recover unrecognized pension and other postretirement costs over 10 years, and the portion of investment gains or losses recognized in expense over 15 years, pursuant to NYSPSC policy.
The deferral for revenue taxes represents the New York State metropolitan transportation business tax surcharge on the cumulative temporary differences between the book and tax basis of assets and liabilities of the Utilities, as well as the difference between taxes collected and paid by the Utilities to fund mass transportation. The Utilities recover the majority of the revenue taxes over the remaining book lives of the electric and gas plant assets, as well as the steam plant assets for CECONY.
The Utilities recover deferred derivative losses – current within one year, and noncurrent generally within three years.
Note C – Capitalization
The carrying amounts and fair values of long-term debt at March 31, 2024 and December 31, 2023 were:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of Dollars) | 2024 | | 2023 | |
| Long-Term Debt (including current portion) (a) | Carrying
Amount | | Fair
Value | | Carrying
Amount | | Fair
Value | |
| Con Edison | $22,179 | | $20,101 | | $22,177 | (b) | $20,525 | (b) |
| CECONY | $21,062 | | $19,114 | | $21,060 | | $19,517 | |
(a)Amounts shown are net of unamortized debt expense and unamortized debt discount of $221 million and $213 million for Con Edison and CECONY, respectively, as of March 31, 2024 and $222 million and $215 million for Con Edison and CECONY, respectively, as of December 31, 2023.
(b)Amounts shown exclude the debt of Broken Bow II, a deferred project that was classified as held for sale as of December 31, 2023. The carrying value and fair value of Broken Bow II's long-term debt, including the current portion, as of March 31, 2024 was $62 million and $57 million, respectively. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
The fair values of the Companies' long-term debt have been estimated primarily using available market information and at March 31, 2024 are classified as Level 2 liabilities. See Note O.
Note D – Short-Term Borrowing
In March 2024, CECONY entered into a 364-Day Revolving Credit Agreement (the CECONY Credit Agreement) that replaced a March 2023 CECONY 364-Day Credit Agreement under which banks are committed to provide loans up to $500 million on a revolving credit basis. The CECONY Credit Agreement expires in March 2025 and supports CECONY’s commercial paper program. Loans issued under the CECONY Credit Agreement may also be used for other general corporate purposes. Any borrowings under the CECONY Credit Agreement would generally be at variable interest rates.
The banks’ commitments under the CECONY Credit Agreement are subject to certain conditions, including that there be no event of default. The commitments are not subject to maintenance of credit rating levels or the absence of a material adverse change. Upon a change of control of, or upon an event of default by CECONY under the CECONY Credit Agreement, the banks may terminate their commitments, declare any amounts owed by CECONY immediately due and payable. Events of default include, among others, CECONY exceeding at any time of a ratio of consolidated debt to consolidated total capital of 0.65 to 1; CECONY having liens on its assets in an aggregate amount exceeding ten percent of its consolidated net tangible assets, subject to certain exceptions; CECONY or any of its material subsidiaries failing to make one or more payments in respect of material financial obligations (in excess of an aggregate $150 million of debt or derivative obligations other than non-recourse debt); the occurrence of an event or condition which results in the acceleration of the maturity of any material debt (in excess of an aggregate $150 million of debt other than non-recourse debt) or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default. Interest and fees charged reflect CECONY's credit rating.
At March 31, 2024, Con Edison had $2,299 million of commercial paper outstanding of which $1,857 million was
outstanding under CECONY’s program. The weighted average interest rate at March 31, 2024 was 5.5 percent for
both Con Edison and CECONY. At December 31, 2023, Con Edison had $2,288 million of commercial paper
outstanding of which $1,903 million was outstanding under CECONY’s program. The weighted average interest rate
at December 31, 2023 was 5.6 percent for both Con Edison and CECONY.
At March 31, 2024 and December 31, 2023, no loans or letters of credit were outstanding under the Companies’
$2,500 million 2023 Credit Agreement (Credit Agreement) and no loans were outstanding under the CECONY
Credit Agreement. The Companies were in compliance with their significant debt covenants at March 31, 2024. In
March 2024, the termination date of the Credit Agreement was extended from March 2028 to March 2029. In March
2024, the Companies also entered into a First Amendment to the Credit Agreement that, among other things,
amended the mechanics relating to determining the interest rate to be paid with respect to a “term SOFR loan.”
Note E – Pension Benefits
Total Periodic Benefit Credit
The components of the Companies’ total periodic benefit credit for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Service cost – including administrative expenses | $43 | $41 | $40 | $38 |
| Interest cost on projected benefit obligation | 159 | 162 | 150 | 153 |
| Expected return on plan assets | (282) | (279) | (269) | (265) |
| Recognition of net actuarial gain | (4) | (58) | (4) | (55) |
| Recognition of prior service credit | (4) | (4) | (5) | (5) |
| TOTAL PERIODIC BENEFIT CREDIT | $(88) | $(138) | $(88) | $(134) |
| Cost capitalized | (22) | (21) | (22) | (20) |
| Reconciliation to rate level | 18 | 73 | 16 | 68 |
| Total credit recognized | $(92) | $(86) | $(94) | $(86) |
Components of net periodic benefit credit other than service cost are presented outside of operating income on the Companies' consolidated income statements, and only the service cost component is eligible for capitalization. Accordingly, the service cost component is included in the line "Other operations and maintenance" and the non-
service cost components are included in the lines "Other income" and "Other deductions" in the Companies' consolidated income statements.
Expected Contributions
Based on estimates as of March 31, 2024, the Companies expect to make contributions to the pension plans during 2024 of $25 million (of which $22 million is to be made by CECONY). The Companies’ policy is to fund the total periodic benefit cost of the qualified plan to the extent tax deductible and to also contribute to the non-qualified supplemental plans. During the first three months of 2024, the Companies contributed $5 million to the pension plans, $4 million of which was contributed by CECONY.
Note F – Other Postretirement Benefits
Total Periodic Benefit Credit
The components of the Companies’ total periodic postretirement benefit credit for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Service cost - including administrative expenses | $3 | $4 | $3 | $3 |
| Interest cost on projected other postretirement benefit obligation | 12 | 14 | 10 | 12 |
| Expected return on plan assets | (17) | (18) | (14) | (14) |
| Recognition of net actuarial gain | (5) | (4) | (3) | (2) |
| TOTAL PERIODIC OTHER POSTRETIREMENT CREDIT | $(7) | $(4) | $(4) | $(1) |
| Cost capitalized | (2) | (2) | (1) | (1) |
| Reconciliation to rate level | 4 | 1 | 2 | — |
| Total credit recognized | $(5) | $(5) | $(3) | $(2) |
For information about the presentation of the components of other postretirement benefit credit, see Note E.
Expected Contributions
Based on estimates as of March 31, 2024, the Companies expect to make a contribution of $7 million (all of which is expected to be made by CECONY) to the other postretirement benefit plans in 2024. The Companies’ policy is to fund the total periodic benefit cost of the plans to the extent tax deductible.
Note G – Environmental Matters
Superfund Sites
Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of the Utilities and their predecessors and are present at sites and in facilities and equipment they currently or previously owned, including sites at which gas was manufactured or stored.
The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes (Superfund) impose joint and several liability, regardless of fault, upon generators of hazardous substances for investigation and remediation costs (which include costs of demolition, removal, disposal, storage, replacement, containment and monitoring) and natural resource damages. Liability under these laws can be material and may be imposed for contamination from past acts, even though such past acts may have been lawful at the time they occurred. The sites at which the Utilities have been asserted to have liability under these laws, including their manufactured gas plant sites and any neighboring areas to which contamination may have migrated, are referred to herein as “Superfund Sites.”
For Superfund Sites where there are other potentially responsible parties and the Utilities are not managing the site investigation and remediation, the accrued liability represents an estimate of the amount the Utilities will need to pay to investigate and, where determinable, discharge their related obligations. For Superfund Sites (including the manufactured gas plant sites) for which one of the Utilities is managing the investigation and remediation, the accrued liability represents an estimate of the company's share of the undiscounted cost to investigate the sites and, for sites that have been investigated in whole or in part, the cost to remediate the sites, if remediation is
necessary and if a reasonable estimate of such cost can be made. Remediation costs are estimated in light of the information available, applicable remediation standards and experience with similar sites.
The accrued liabilities and regulatory assets related to Superfund Sites at March 31, 2024 and December 31, 2023 were as follows:
| | | | | | | | | | | | | | |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Accrued Liabilities: | | | | |
| Manufactured gas plant sites | $1,013 | $1,016 | $922 | $924 |
| Other Superfund Sites | 99 | 102 | 98 | 102 |
| Total | $1,112 | $1,118 | $1,020 | $1,026 |
| Regulatory assets | $1,098 | $1,105 | $1,015 | $1,022 |
Most of the accrued Superfund Site liability relates to sites that have been investigated, in whole or in part. However, for some of the sites, the extent and associated cost of the required remediation has not yet been determined. As investigations progress and information pertaining to the required remediation becomes available, the Utilities expect that additional liability may be accrued, the amount of which is not presently determinable but may be material. The Utilities are permitted to recover or defer as regulatory assets (for subsequent recovery through rates) prudently incurred site investigation and remediation costs.
Environmental remediation costs incurred related to Superfund Sites for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Remediation costs incurred | $7 | $3 | $6 | $3 |
Insurance and other third-party recoveries received by Con Edison or CECONY were immaterial for the three months ended March 31, 2024 and 2023.
Con Edison and CECONY estimated that for their manufactured gas plant sites (including CECONY’s Astoria site), the aggregate undiscounted potential liability for the investigation and remediation of coal tar and/or other environmental contaminants could range up to $3,440 million and $3,295 million, respectively. These estimates were based on the assumption that there is contamination at all sites, including those that have not yet been fully investigated and additional assumptions about the extent of the contamination and the type and extent of the remediation that may be required. Actual experience may be materially different.
Asbestos Proceedings
Suits have been brought in New York State and federal courts against the Utilities and many other defendants, wherein a large number of plaintiffs sought large amounts of compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos at various premises of the Utilities. The suits that have been resolved, that are many, have been resolved without any payment by the Utilities, or for amounts that were not, in the aggregate, material to them. The amounts specified in all the remaining thousands of suits total billions of dollars; however, the Utilities believe that these amounts are greatly exaggerated, based on the disposition of previous claims. At March 31, 2024, Con Edison and CECONY have accrued their estimated aggregate undiscounted potential liabilities for these suits and additional suits that may be brought through 2035 as shown in the following table. These estimates were based upon a combination of modeling, historical data analysis and risk factor assessment. Courts have applied, and may continue to apply, different standards for determining liability in asbestos suits than the standard that applied historically. As a result, the Companies currently believe that there is a reasonable possibility of an exposure to loss in excess of the liability accrued for the suits. The Companies are unable to estimate the amount or range of such loss. In addition, certain current and former employees have claimed or are claiming workers’ compensation benefits based on alleged disability from exposure to asbestos. CECONY is permitted to defer as regulatory assets (for subsequent recovery through rates) costs incurred for its asbestos lawsuits and workers’ compensation claims.
The accrued liability for asbestos suits and workers’ compensation proceedings (including those related to asbestos exposure) and the amounts deferred as regulatory assets or liabilities for the Companies at March 31, 2024 and December 31, 2023 were as follows:
| | | | | | | | | | | | | | |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Accrued liability – asbestos suits | $8 | $8 | $7 | $7 |
| Regulatory assets – asbestos suits | $8 | $8 | $7 | $7 |
| Accrued liability – workers’ compensation | $57 | $56 | $55 | $54 |
| Regulatory liabilities – workers’ compensation | $15 | $17 | $15 | $17 |
Note H – Material Contingencies
Manhattan Explosion and Fire
On March 12, 2014, two multi-use five-story tall buildings located on Park Avenue between 116th and 117th Streets in Manhattan were destroyed by an explosion and fire. CECONY had delivered gas to the buildings through service lines from a distribution main located below ground on Park Avenue. Eight people died and more than 50 people were injured. Additional buildings were also damaged. The National Transportation Safety Board (NTSB) investigated. The parties to the investigation included CECONY, the City of New York, the Pipeline and Hazardous Materials Safety Administration and the NYSPSC. In June 2015, the NTSB issued a final report concerning the incident, its probable cause and safety recommendations. The NTSB determined that the probable cause of the incident was (1) the failure of a defective fusion joint at a service tee (which joined a plastic service line to a plastic distribution main) installed by CECONY that allowed gas to leak from the distribution main and migrate into a building where it ignited and (2) a breach in a city sewer line that allowed groundwater and soil to flow into the sewer, resulting in a loss of support for the distribution main, that caused it to sag and overstressed the defective fusion joint. The NTSB also made safety recommendations, including recommendations to CECONY that addressed its procedures for the preparation and examination of plastic fusions, training of its staff on conditions for notifications to the city’s Fire Department and extension of its gas main isolation valve installation program. In February 2017, the NYSPSC approved a settlement agreement with CECONY related to the NYSPSC's investigations of the incident and the practices of qualifying persons to perform plastic fusions. Pursuant to the agreement, CECONY provided $27 million of future benefits to customers (for which it accrued a regulatory liability) and did not recover from customers $126 million of costs for gas emergency response activities that it had previously incurred and expensed. Lawsuits are pending against CECONY seeking generally unspecified damages and, in some cases, punitive damages, for wrongful death, personal injury, property damage and business interruption. CECONY notified its insurers of the incident and believes that the policies in force at the time of the incident will cover CECONY’s costs, in excess of a required retention (the amount of which is not material), to satisfy any liability it may have for damages in connection with the incident. During 2020, CECONY accrued its estimated liability for the suits of $40 million and an insurance receivable in the same amount, and such estimated liability and receivable did not change as of March 31, 2024.
Other Contingencies
For additional contingencies, see "Other Regulatory Matters" in Note B, Note G and “Uncertain Tax Positions” in Note J.
Guarantees
Con Edison and its subsidiaries have entered into various agreements providing financial or performance assurance primarily to third parties on behalf of their subsidiaries. In addition, Con Edison has provided guarantees to third parties on behalf of the Clean Energy Businesses, that are in the process of being transferred to the buyer of the Clean Energy Businesses, RWE Aktiengesellschaft (RWE). Maximum amounts guaranteed by Con Edison and its subsidiaries under these agreements totaled $124 million and $175 million at March 31, 2024 and December 31, 2023, respectively.
A summary, by type and term, of Con Edison's total guarantees under these agreements at March 31, 2024 is as follows:
| | | | | | | | | | | | | | |
| Guarantee Type | 0 – 3 years | 4 – 10 years | > 10 years | Total |
| (Millions of Dollars) |
| Con Edison Transmission | $76 | $— | $— | $76 |
| Guarantees on behalf of the Clean Energy Businesses (a) | 7 | 7 | 25 | 39 |
| Broken Bow II | — | — | 9 | 9 |
| | | | |
| Total | $83 | $7 | $34 | $124 |
(a) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R. Guarantee amount shown represents guarantees issued on behalf of the Clean Energy Businesses that remain outstanding at March 31, 2024. Prior to and following the sale, RWE, with Con Edison's assistance, engaged in the process of transferring responsibility for these guarantees from Con Edison to RWE and that process is ongoing. Pursuant to the purchase and sale agreement, RWE is obligated to reimburse and hold harmless Con Edison for any payments Con Edison makes under guarantees issued by Con Edison on behalf of the Clean Energy Businesses. As of March 31, 2024, no such payments have been, or are probable of being, made.
Con Edison Transmission — Con Edison has guaranteed payment by Con Edison Transmission of the contributions Con Edison Transmission agreed to make to New York Transco LLC (New York Transco). Con Edison Transmission owns a 45.7 percent interest in New York Transco’s New York Energy Solution project, the majority of which has been completed. Guarantee amount shown includes the maximum possible required amount of Con Edison Transmission's contributions for the remainder of this project as calculated based on the assumptions that the project is completed at 175 percent of its estimated remaining costs and New York Transco does not use any debt financing for the project.
Broken Bow II — Con Edison has guaranteed obligations on behalf of Broken Bow II associated with its investment in a wind energy facility. Broken Bow II is held for sale as of March 31, 2024. See Note R.
Note I – Leases
Operating lease cost and cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023(a) | 2024 | 2023 |
| Operating lease cost | $17 | $20 | $16 | $17 |
| Operating lease cash flows | $5 | $7 | $4 | $4 |
(a) Amounts for Con Edison include amounts for the Clean Energy Businesses through February 2023. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
At March 31, 2024, CECONY had an operating lease agreement that had not yet commenced for a battery storage facility. This lease is expected to commence within three years, with a lease term of approximately 15 years. For the three months ended March 31, 2024 and 2023, there were no material right-of-use assets obtained in exchange for operating lease obligations for Con Edison and CECONY, nor any material lease terminations.
Note J – Income Tax
Con Edison’s income tax expense was $184 million for the three months ended March 31, 2024 and $243 million for the three months ended March 31, 2023. The decrease in income tax expense is primarily due to lower income before income tax expense, primarily due to the prior year gain on the sale of the Clean Energy Businesses and higher amortization of excess deferred federal income taxes, offset in part by the absence of a tax benefit from the recognition of deferred unamortized investment tax credits in 2023, changes in state apportionments in 2023 and lower flow through tax benefits in 2024 for plant related items.
CECONY’s income tax expense was $181 million for the three months ended March 31, 2024 and $154 million for the three months ended March 31, 2023. The increase in income tax expense is primarily due to higher income before income tax expense, higher state income taxes and lower flow through tax benefits in 2024 for plant related items, offset in part by higher amortization of excess deferred federal income taxes.
Reconciliation of the difference between income tax expense and the amount computed by applying the prevailing statutory income tax rate to income before income taxes for the three months ended March 31, 2024 and 2023 is as follows:
| | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| Con Edison | CECONY | | |
| (% of Pre-tax income) | 2024 | 2023 | 2024 | 2023 | | |
| STATUTORY TAX RATE | | | | | | |
| Federal | 21 | % | 21 | % | 21 | % | 21 | % | | |
| Changes in computed taxes resulting from: | | | | | | |
| State income tax, net of federal income taxes | 5 | | 5 | | 5 | | 5 | | | |
| Amortization of excess deferred federal income taxes | (6) | | (3) | | (5) | | (6) | | | |
| | | | | | |
| Cost of removal | 1 | | — | | 1 | | 1 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Allowance for uncollectible accounts, net of COVID-19 assistance | (1) | | — | | (1) | | (1) | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Impacts from the sale of the Clean Energy Businesses: | | | | | | |
| Deferred unamortized ITC recognized on sale of subsidiary | — | | (7) | | — | | — | | | |
| Changes in state apportionments, net of federal income taxes | — | | (3) | | — | | — | | | |
| Valuation allowance on state NOLs, net of federal income tax | — | | 1 | | — | | — | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Effective tax rate | 20 | % | 14 | % | 21 | % | 20 | % | | |
Inflation Reduction Act
On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law. Among other provisions, the IRA implemented a 15% corporate alternative minimum tax (CAMT) based on GAAP net income, with certain adjustments as defined by the IRA, and clean energy-related provisions. The IRA's clean energy provisions included, among other provisions, the extension and modification of existing investment and production tax credits for projects placed in service through 2024 and introduced new technology-neutral clean energy-related credits beginning in 2025.
Under the IRA, a corporation is subject to the CAMT if its average annual adjusted financial statement income for the three taxable year period ending prior to the taxable year exceeds $1,000 million, and applies to tax years beginning after December 31, 2022. The Companies were not subject to the CAMT in 2023, but are subject to the CAMT beginning in 2024. There were no material impacts from the provisions of the CAMT on the Companies’ financial position, results of operations or liquidity for the three months ended March 31, 2024. The Companies will continue to assess the IRA as new information and anticipated guidance from the U.S. Department of the Treasury becomes available.
Uncertain Tax Positions
At March 31, 2024, the estimated liability for uncertain tax positions for Con Edison was $12 million ($7 million for CECONY). For the three months ended March 31, 2024, Con Edison recognized $1 million ($1 million for CECONY) of income tax expense related to current year positions. Con Edison and CECONY reasonably expect to resolve within the next twelve months approximately $3 million of various federal uncertainties due to the expected completion of ongoing tax examinations, of which the entire amount, if recognized, would reduce their effective tax rate. The total amount of unrecognized tax benefits, if recognized, that would reduce Con Edison’s effective tax rate is $12 million ($11 million, net of federal income taxes) with $7 million attributable to CECONY.
The Companies recognize interest on liabilities for uncertain tax positions in interest expense and would recognize penalties, if any, in operating expenses in the Companies’ consolidated income statements. For the three months ended March 31, 2024 and 2023, the Companies recognized an immaterial amount of interest expense and no penalties for uncertain tax positions in their consolidated income statements. At March 31, 2024 and December 31, 2023, the Companies recognized an immaterial amount of accrued interest on their consolidated balance sheets.
In February 2024, New York State completed its examination of the Companies' New York State income and franchise tax returns for tax years 2015 through 2021 with no changes. The Companies' return for tax year 2022 remains open under the statute of limitations.
Note K – Revenue Recognition
The following table presents, for the three months ended March 31, 2024 and 2023, revenue from contracts with customers as defined in Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers," as well as additional revenue from sources other than contracts with customers, disaggregated by major source.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2024 | For the Three Months Ended March 31, 2023 |
| (Millions of Dollars) | Revenues from contracts with customers | | Other revenues (a) | Total operating revenues | Revenues from contracts with customers | | Other revenues (a) | Total operating revenues |
| CECONY | | | | | | | | |
| Electric | $2,439 | | $2 | $2,441 | $2,263 | | $93 | $2,356 |
| Gas | 1,229 | | 14 | 1,243 | 1,257 | | 34 | 1,291 |
| Steam | 294 | | (7) | 287 | 303 | | 3 | 306 |
| Total CECONY | $3,962 | | $9 | $3,971 | $3,823 | | $130 | $3,953 |
| O&R | | | | | | | | |
| Electric | 200 | | (5) | 195 | 178 | | 4 | 182 |
| Gas | 116 | | (3) | 113 | 138 | | 1 | 139 |
| Total O&R | $316 | | $(8) | $308 | $316 | | $5 | $321 |
| Clean Energy Businesses (c) | | | | | | | | |
| Renewables | — | | — | — | 68 | | — | | 68 |
| Energy services | — | | — | — | 7 | | — | | 7 |
| Develop/Transfer Projects | — | | — | — | 7 | | — | | 7 | |
| Other | — | | — | — | — | | | 47 | | 47 | |
| Total Clean Energy Businesses | $— | | $— | $— | $82 | | $47 | | $129 |
| Con Edison Transmission | 1 | | — | 1 | 1 | | — | | 1 |
| Other (b) | — | | — | — | — | | | (1) | (1) |
| Total Con Edison | $4,279 | | $1 | $4,280 | $4,222 | | $181 | $4,403 |
(a) For the Utilities, this includes primarily revenue or negative revenue adjustments from alternative revenue programs, such as the revenue decoupling mechanisms under their New York electric and gas rate plans. For the Clean Energy Businesses, this included revenue from wholesale services. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
(b) Other includes the parent company, Con Edison's tax equity investments, the deferred project held for sale and consolidated adjustments. See Note R.
(c) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
Use of the Percentage-of-Completion Method
Sales and profits on each percentage-of-completion contract at the Clean Energy Businesses were recorded each month based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract revenue, less cumulative revenues recognized in prior periods (the ‘‘cost-to-cost’’ method). The impact of revisions of contract estimates, which may have resulted from contract modifications, performance or other reasons, were recognized on a cumulative catch-up basis in the period in which the revisions were made. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | 2023 |
| (Millions of Dollars) | Unbilled contract revenue (a) | | Unearned revenue (b) | | Unbilled contract revenue (a) | | Unearned revenue (b) | |
| Beginning balance as of January 1, | $4 | | $— | | $80 | | $3 | |
| Additions (c) | — | | — | | 2 | | — | |
| Subtractions (c) | — | | — | | 33 | | 3 | (d) |
| Ending balance as of March 31, | $4 | | $— | | $49 | (e) | $— | |
(a)Unbilled contract revenue represents accumulated incurred costs and earned profits on contracts (revenue arrangements), which have been recorded as revenue, but have not yet been billed to customers, and which represent contract assets as defined in Topic 606. Substantially all accrued unbilled contract revenue is expected to be collected within one year. Unbilled contract revenue arises from the cost-to-cost method of revenue recognition. Unbilled contract revenue from fixed-price type contracts is converted to billed receivables when amounts are invoiced to customers according to contractual billing terms, which generally occur when deliveries or other performance milestones are completed.
(b)Unearned revenue represents a liability for billings to customers in excess of earned revenue, which are contract liabilities as defined in Topic 606.
(c)Additions for unbilled contract revenue and subtractions for unearned revenue represent additional revenue earned. Additions for unearned revenue and subtractions for unbilled contract revenue represent billings. Activity also includes appropriate balance sheet classification for the period. Of the subtractions in 2023, $21 million and $1 million relate to the sale of the Clean Energy Businesses for unbilled contract revenue and unearned revenue, respectively. See (e) below.
(d)Of the subtractions from unearned revenue, $3 million was included in the balances as of January 1, 2023.
(e)Following the sale of the Clean Energy Businesses, Con Edison received substantially all contract revenue, net of certain costs incurred, for a battery storage project located in Imperial County, California. See Note Q.
Note L – Current Expected Credit Losses
Allowance for Uncollectible Accounts
The Utilities’ “Account receivable – customers” balance consists of utility bills due (bills are generally due the month following billing) from customers who have energy delivered, generated, or services provided by the Utilities. The balance also reflects the Utilities’ purchase of receivables from energy service companies to support the retail choice programs.
“Other receivables” balance generally reflects costs billed by the Utilities for goods and services provided to external parties, such as accommodation work for private parties and certain governmental entities, real estate rental and pole attachments.
The Companies develop expected loss estimates using past events data and consider current conditions and future reasonable and supportable forecasts. Changes to the Utilities’ reserve balances that result in write-offs of customer accounts receivable balances above existing rate allowances are not reflected in rates during the term of the current rate plans. For the Utilities’ customer accounts receivable allowance for uncollectible accounts, past events considered include write-offs relative to customer accounts receivable; current conditions include macro-and micro-economic conditions related to trends in the local economy, bankruptcy rates and aged customer accounts receivable balances, among other factors; and forecasts about the future include assumptions related to the level of write-offs and recoveries. Generally, the Utilities write off customer accounts receivable as uncollectible 90 days after the account is turned off for non-payment, or the account is closed during the collection process.
Other receivables allowance for uncollectible accounts is calculated based on a historical average of collections relative to total other receivables, including current receivables. Current macro- and micro-economic conditions are also considered when calculating the current reserve. Probable outcomes of pending litigation, whether favorable or unfavorable to the Companies, are also included in the consideration.
Starting in 2020, the potential economic impact of the COVID-19 pandemic was also considered in forward-looking projections related to write-off and recovery rates and resulted in increases to the allowance for uncollectible accounts. The increases to the allowance for customer uncollectible accounts for Con Edison and CECONY were $34 million and $30 million, respectively, for the three months ended March 31, 2024. The decrease to the allowance for customer uncollectible accounts for Con Edison and CECONY was $78 million for the three months ended March 31, 2023, primarily from credits issued pursuant to New York State COVID-19 arrears assistance programs.
Customer accounts receivable and the associated allowance for uncollectible accounts are included in the line “Accounts receivable – customers” on the Companies’ consolidated balance sheets. Other receivables and the associated allowance for uncollectible accounts are included in “Other receivables” on the consolidated balance sheets.
The table below presents a rollforward by major portfolio segment type for the three months ended March 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Con Edison | CECONY |
| Accounts receivable - customers | Other receivables | Accounts receivable - customers | Other receivables |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | | 2023 |
| Allowance for credit losses | | | | | | | | | |
| Beginning Balance at January 1, | $360 | $322 | $13 | $10 | $353 | $314 | $9 | | $7 |
| Recoveries | 14 | 4 | — | | — | | 11 | 4 | — | | | — | |
| Write-offs | (66) | (48) | — | (1) | (62) | (47) | — | | — | |
| Reserve adjustments | 86 | (34) | 4 | 1 | 81 | (35) | 3 | | 1 |
| Ending Balance March 31, | $394 | $244 | $17 | $10 | $383 | $236 | $12 | | $8 |
Note M – Financial Information by Business Segment
Con Edison’s principal business segments are CECONY’s regulated utility activities, O&R’s regulated utility activities and Con Edison Transmission. CECONY’s principal business segments are its regulated electric, gas and steam utility activities. The financial data for the business segments for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| Operating
revenues | Inter-segment
revenues | Depreciation and
amortization | Operating
income/(loss) |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| CECONY | | | | | | | | |
| Electric | $2,441 | $2,356 | $4 | $5 | $370 | $343 | $240 | $194 |
| Gas | 1,243 | 1,291 | 2 | 2 | 114 | 105 | 615 | 559 |
| Steam | 287 | 306 | 19 | 18 | 26 | 25 | 134 | 56 |
| Consolidation adjustments | — | — | (25) | (25) | — | — | — | — | |
| Total CECONY | $3,971 | $3,953 | $— | $— | $510 | $473 | $989 | $809 |
| O&R | | | | | | | | |
| Electric | $195 | $182 | $— | $— | $20 | $18 | $14 | $1 |
| Gas | 113 | 139 | — | — | 9 | 7 | 42 | 40 |
| Total O&R | $308 | $321 | $— | $— | $29 | $25 | $56 | $41 |
| Clean Energy Businesses (a) | — | 129 | — | — | — | — | — | 36 |
| Con Edison Transmission | 1 | 1 | — | — | — | — | (3) | (2) |
| Other (b) | — | (1) | | — | — | — | 1 | (31) | 855 |
| Total Con Edison | $4,280 | $4,403 | $— | $— | $539 | $499 | $1,011 | $1,739 |
(a) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. As a result of this sale, the Clean Energy Businesses are no longer a principal segment. See Note Q and Note R.
(b) Other includes the parent company, Con Edison’s tax equity investments, the deferred project held for sale and consolidation adjustments.
Note N – Derivative Instruments and Hedging Activities
Con Edison’s subsidiaries hedge market price fluctuations associated with physical purchases and sales of electricity, natural gas, steam and, to a lesser extent, refined fuels by using derivative instruments including futures, forwards, basis swaps, options, transmission congestion contracts and financial transmission rights contracts. These are economic hedges, for which the Utilities do not elect hedge accounting. The Companies use economic hedges to manage commodity price risk in accordance with provisions set by state regulators. The volume of hedging activity at the Utilities depends upon the forecasted volume of physical commodity supply to meet customer needs, and program costs or benefits are recovered from or credited to full-service customers, respectively. Derivatives are recognized on the consolidated balance sheet at fair value (see Note O), unless an exception is available under the accounting rules for derivatives and hedging. Qualifying derivative contracts that have been designated as normal purchases or normal sales contracts are not reported at fair value under the accounting rules. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
The fair values of the Companies’ derivatives including the offsetting of assets and liabilities on the consolidated balance sheet at March 31, 2024 and December 31, 2023 were:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Millions of Dollars) | 2024 | | 2023 | |
| Balance Sheet Location | Gross Amounts of
Recognized
Assets/(Liabilities) | Gross
Amounts
Offset | Net Amounts
of Assets/
(Liabilities) (a) | | Gross Amounts of
Recognized
Assets/(Liabilities) | Gross
Amounts
Offset | Net Amounts
of Assets/
(Liabilities) (a) | |
| Con Edison | | | | | | | | |
| Fair value of derivative assets | | | | | | | | |
| Current | $127 | $(46) | $81 | (b) | $83 | $(38) | $45 | (b) |
| Noncurrent | 71 | (23) | 48 | | 77 | (29) | 48 | |
| | | | | | | | |
| | | | | | | | |
| Total fair value of derivative assets | $198 | $(69) | $129 | | $160 | $(67) | $93 | |
| Fair value of derivative liabilities | | | | | | | | |
| Current | $(164) | $58 | $(106) | (b) | $(230) | $52 | $(178) | (b) |
| Noncurrent | (123) | 29 | (94) | | (154) | 33 | (121) | |
| | | | | | | | |
| | | | | | | | |
| Total fair value of derivative liabilities | $(287) | $87 | $(200) | | $(384) | $85 | $(299) | |
| Net fair value derivative assets/(liabilities) | $(89) | $18 | $(71) | | $(224) | $18 | $(206) | |
| CECONY | | | | | | | | |
| Fair value of derivative assets | | | | | | | | |
| Current | $121 | $(45) | $76 | (b) | $78 | $(35) | $43 | (b) |
| Noncurrent | 69 | (22) | 47 | | 76 | (27) | 49 | |
| Total fair value of derivative assets | $190 | $(67) | $123 | | $154 | $(62) | $92 | |
| Fair value of derivative liabilities | | | | | | | | |
| Current | $(156) | $55 | $(101) | (b) | $(217) | $48 | $(169) | |
| Noncurrent | (112) | 27 | (85) | | (139) | 31 | (108) | |
| Total fair value of derivative liabilities | $(268) | $82 | $(186) | | $(356) | $79 | $(277) | |
| Net fair value derivative assets/(liabilities) | $(78) | $15 | $(63) | | $(202) | $17 | $(185) | |
(a)Derivative instruments and collateral were offset on the consolidated balance sheet as applicable under the accounting rules. The Companies enter into master agreements for their commodity derivatives. These agreements typically provide offset in the event of contract termination. In such case, generally the non-defaulting party’s payable will be offset by the defaulting party’s payable. The non-defaulting party will customarily notify the defaulting party within a specific time period and come to an agreement on the early termination amount.
(b)At March 31, 2024, margin deposits for Con Edison ($7 million and $(7) million) were classified as derivative assets and derivative liabilities, respectively, and for CECONY ($6 million and $(2) million) were classified as derivative assets and derivative liabilities, respectively, on the consolidated balance sheet, but not included in the table. At December 31, 2023 margin deposits for Con Edison and CECONY of $7 million and $6 million were classified as derivative assets, and $(15) million and $(10) million, respectively were classified as derivative liabilities on the consolidated balance sheet, but not included in the table. Margin is collateral, typically cash, that the holder of a derivative instrument is required to deposit in order to transact on an exchange and to cover its potential losses with its broker or the exchange.
The Utilities generally recover their prudently incurred fuel, purchased power and gas costs, including hedging gains and losses, in accordance with rate provisions approved by the applicable state utility regulators. In accordance with the accounting rules for regulated operations, the Utilities record a regulatory asset or regulatory liability to defer recognition of unrealized gains and losses on their electric and gas derivatives. As gains and losses are realized in future periods, they will be recognized as purchased power, gas and fuel costs in the Companies’ consolidated income statements.
The Clean Energy Businesses recorded realized and unrealized gains and losses on their derivative contracts in gas purchased for resale and non-utility revenue in the reporting period in which they occurred. The Clean Energy Businesses recorded changes in the fair value of their interest rate swaps in other interest expense at the end of each reporting period. Management believes that these derivative instruments represent economic hedges that mitigate exposure to fluctuations in commodity prices and interest rates. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
The following table presents the realized and unrealized gains or losses on derivatives that have been deferred or recognized in earnings for the three months ended March 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
| | Con Edison | | CECONY |
| (Millions of Dollars) | Balance Sheet Location | 2024 | 2023 | | 2024 | 2023 |
| Pre-tax gains/(losses) deferred in accordance with accounting rules for regulated operations: | | | |
| Current | Regulatory liabilities | $43 | $(149) | | $40 | $(137) |
| Noncurrent | Regulatory liabilities | (2) | (126) | | (2) | (111) |
| Total deferred gains/(losses) | | $41 | $(275) | | $38 | $(248) |
| Current | Regulatory assets | $67 | $(16) | | $63 | $(12) |
| Current | Recoverable energy costs | (114) | (291) | | (104) | (274) |
| Noncurrent | Regulatory assets | 30 | (133) | | 26 | (130) |
| Total deferred gains/(losses) | | $(17) | $(440) | | $(15) | $(416) |
| Net deferred gains/(losses) (a) | | $24 | $(715) | | $23 | $(664) |
| Income Statement Location | | | | | |
| Pre-tax gains/(losses) recognized in income | | | | | |
| Gas purchased for resale | $— | $4 | | $— | $— |
| Non-utility revenue | — | 17 | | — | — |
| Other operations and maintenance expense | 1 | — | | 1 | — |
| Other interest expense (b) | — | 5 | | — | — |
| Total pre-tax gains/(losses) recognized in income | $1 | $26 | | $1 | $— |
(a)Unrealized net deferred losses on electric and gas derivatives for the Utilities decreased as a result of higher electric and gas commodity prices during the three months ended March 31, 2024. Upon settlement, short-term deferred derivative losses generally increase the recoverable costs of electric and gas purchases.
(b)Comprised of amounts related to interest rate swaps of the Clean Energy Businesses. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
The following table presents the hedged volume of Con Edison’s and CECONY’s commodity derivative transactions at March 31, 2024:
| | | | | | | | | | | | | | |
| Electric Energy
(MWh) (a)(b) | Capacity (MW-mos) (a) | Natural Gas
(Dt) (a)(b) | Refined Fuels
(gallons) |
| Con Edison | 31,374,625 | | 42,600 | | 296,190,000 | | 4,032,000 | |
| CECONY | 28,801,875 | | 33,600 | | 278,560,000 | | 4,032,000 | |
(a)Volumes are reported net of long and short positions, except natural gas collars where the volumes of long positions are reported.
(b)Excludes electric congestion and gas basis swap contracts which are associated with electric and gas contracts and hedged volumes.
The Companies are exposed to credit risk related to transactions entered into primarily for the various energy supply and hedging activities by the Utilities. Credit risk relates to the loss that may result from a counterparty’s nonperformance. The Companies use credit policies to manage this risk, including an established credit approval process, monitoring of counterparty limits, netting provisions within agreements, collateral or prepayment arrangements, credit insurance and credit default swaps. The Companies measure credit risk exposure as the replacement cost for open energy commodity and derivative positions plus amounts owed from counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses where the Companies have a legally enforceable right to offset.
At March 31, 2024, Con Edison and CECONY had $88 million and $84 million, respectively, of credit exposure in connection with open energy supply net receivables and hedging activities, net of collateral. Con Edison’s net credit exposure consisted of $5 million with investment-grade counterparties, $7 million with commodity exchange brokers, and $76 million with non-investment grade/non-rated counterparties. CECONY’s net credit exposure consisted of $2 million with investment-grade counterparties, $6 million with commodity exchange brokers, and $76 million with non-investment grade/non-rated counterparties. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
The collateral requirements associated with, and settlement of, derivative transactions are included in net cash flows from operating activities in the Companies’ consolidated statement of cash flows. Most derivative instrument contracts contain provisions that may require a party to provide collateral on its derivative instruments that are in a
net liability position. The amount of collateral to be provided will depend on the fair value of the derivative instruments and the party’s credit ratings.
The following table presents the aggregate fair value of the Companies’ derivative instruments with credit-risk-related contingent features that are in a net liability position, the collateral posted for such positions and the additional collateral that would have been required to be posted had the lowest applicable credit rating been reduced one level and to below investment grade at March 31, 2024:
| | | | | | | | | | | | | | |
| (Millions of Dollars) | Con Edison (a) | | CECONY (a) | |
| Aggregate fair value – net liabilities | $164 | | $153 | |
| Collateral posted | 255 | | 255 | |
| Additional collateral (b) (downgrade one level from current ratings) | 10 | | — | |
| Additional collateral (b)(c) (downgrade to below investment grade from current ratings) | 74 | | 56 | |
(a)Non-derivative transactions for the purchase and sale of electricity and gas and qualifying derivative instruments, that have been designated as normal purchases or normal sales, are excluded from the table. These transactions primarily include purchases of electricity from independent system operators. In the event the Utilities are no longer extended unsecured credit for such purchases, the Companies would be required to post $1 million of additional collateral at March 31, 2024. For certain other such non-derivative transactions, the Companies could be required to post collateral under certain circumstances, including in the event counterparties had reasonable grounds for insecurity.
(b)The Companies measure the collateral requirements by taking into consideration the fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net liability position plus amounts owed to counterparties for settled transactions and amounts required by counterparties for minimum financial security. The fair value amounts represent unrealized losses, net of any unrealized gains where the Companies have a legally enforceable right to offset.
(c)Derivative instruments that are net assets have been excluded from the table. At March 31, 2024, if Con Edison had been downgraded to below investment grade, it would have been required to post additional collateral for such derivative instruments of $5 million.
Note O – Fair Value Measurements
The accounting rules for fair value measurements and disclosures define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, that refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Companies often make certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. The Companies use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The accounting rules for fair value measurements and disclosures established a fair value hierarchy, that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The rules require that assets and liabilities be classified in their entirety based on the level of input that is significant to the fair value measurement. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability and may affect the valuation of the asset or liability and their placement within the fair value hierarchy. The Companies classify fair value balances based on the fair value hierarchy defined by the accounting rules for fair value measurements and disclosures as follows:
•Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. An active market is one in which transactions for assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. This category includes contracts traded on active exchange markets valued using unadjusted prices quoted directly from the exchange.
•Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date. The industry standard models consider observable assumptions including time value, volatility factors and current market and contractual prices for the underlying commodities, in addition to other economic measures. This category includes contracts traded on active exchanges or in over-the-counter markets priced with industry standard models.
•Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost benefit constraints. This category includes contracts priced using models that are internally developed and contracts placed in illiquid markets. It also includes contracts that
expire after the period of time for which quoted prices are available and internal models are used to determine a significant portion of the value.
For information on the measurement of Con Edison's investment in MVP, which was measured at fair value on a non-recurring basis, see Note A. Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2024 | 2023 |
| (Millions of Dollars) | Level 1 | Level 2 | Level 3 | Netting
Adjustment (d) | Total | Level 1 | Level 2 | Level 3 | Netting
Adjustment (d) | Total |
| Con Edison | | | | | | | | | | |
| Derivative assets: | | | | | | | | | | |
| Commodity (a)(b)(c) | $4 | $156 | $2 | $(27) | $135 | $6 | $146 | $2 | $(54) | $100 |
| | | | | | | | | | |
| | | | | | | | | | |
Mutual Funds (a)(b) | 523 | — | — | — | 523 | 505 | — | — | — | 505 |
| Cash Value of Life Insurance Policies (a)(b) | — | 125 | — | — | 125 | — | 118 | — | — | 118 |
| Total assets | $527 | $281 | $2 | $(27) | $783 | $511 | $264 | $2 | $(54) | $723 |
| Derivative liabilities: | | | | | | | | | | |
| Commodity (a)(b)(c) | $20 | $229 | $2 | $(44) | 207 | $22 | $347 | $10 | $(65) | $314 |
| | | | | | | | | | |
| | | | | | | | | | |
| CECONY | | | | | | | | | | |
| Derivative assets: | | | | | | | | | | |
| Commodity (a)(b)(c) | $4 | $151 | $1 | $(28) | $128 | $6 | $143 | $1 | $(52) | $98 |
Mutual Funds (a)(b) | 505 | — | — | — | 505 | 488 | — | — | — | 488 |
| Cash Value of Life Insurance Policies (a)(b) | — | 120 | — | — | 120 | — | 113 | — | — | 113 |
| Total assets | $509 | $271 | $1 | $(28) | $753 | $494 | $256 | $1 | $(52) | $699 |
| Derivative liabilities: | | | | | | | | | | |
| Commodity (a)(b)(c) | $18 | $216 | $1 | $(47) | 188 | $20 | $326 | $6 | $(65) | $287 |
| | | | | | | | | | |
(a)The Companies’ policy is to review the fair value hierarchy and recognize transfers into and transfers out of the levels at the end of each reporting period. Con Edison and CECONY had $4 million of commodity derivative liabilities transferred from level 3 to level 2 during the three months ended March 31, 2024 because of availability of observable market data due to the decrease in the terms of certain contracts from beyond three years as of December 31, 2023 to less than three years as of March 31, 2024. Con Edison and CECONY had an immaterial amount of derivative assets and $9 million and $6 million of commodity derivative liabilities, respectively, transferred from level 3 to level 2 during the year ended December 31, 2023 because of availability of observable market data due to the decrease in the terms of certain contracts from beyond three years as of September 30, 2023 to less than three years as of December 31, 2023.
(b)Level 2 assets and liabilities include investments held in the deferred compensation plan and/or non-qualified retirement plans, exchange-traded contracts where there is insufficient market liquidity to warrant inclusion in Level 1, and certain over-the-counter derivative instruments for electricity, refined products and natural gas. Derivative instruments classified as Level 2 are valued using industry standard models that incorporate corroborated observable inputs, such as pricing services or prices from similar instruments that trade in liquid markets, time value and volatility factors.
(c)The accounting rules for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities. At March 31, 2024 and December 31, 2023, the Companies determined that nonperformance risk would have no material impact on their financial position or results of operations.
(d)Amounts represent the impact of legally-enforceable master netting agreements that allow the Companies to net gain and loss positions and cash collateral held or placed with the same counterparties.
The employees in the Companies’ risk management group develop and maintain the Companies’ valuation policies and procedures for, and verify pricing and fair value valuation of, commodity derivatives. Under the Companies’ policies and procedures, multiple independent sources of information are obtained for forward price curves used to value commodity derivatives. Fair value and changes in fair value of commodity derivatives are reported monthly to the Companies’ risk committees, comprised of officers and employees of the Companies that oversee energy hedging at the Utilities. The risk management group reports to the Companies’ Vice President and Treasurer.
| | | | | | | | | | | | | | |
| Fair Value of Level 3 at March 31, 2024 | Valuation
Techniques | Unobservable Inputs | Range |
| (Millions of Dollars) |
| Con Edison – Commodity |
| Electricity | immaterial | Discounted Cash Flow | Forward energy prices (a) | $37.65-$88.95 per MWh |
| Electricity | $(1) | Discounted Cash Flow | Forward capacity prices (a) | $1.92-$7.53 per kW-month |
| | | | |
| Transmission Congestion Contracts | 1 | Discounted Cash Flow | Inter-zonal forward price curves adjusted for historical zonal losses (b) | $(0.10)-$2.68 per MWh |
| Total Con Edison—Commodity | $— | | | |
| CECONY – Commodity |
| | | | |
| Electricity | (1) | Discounted Cash Flow | Forward capacity prices (a) | $1.92-$7.53 per kW-month |
| Transmission Congestion Contracts | 1 | Discounted Cash Flow | Inter-zonal forward price curves adjusted for historical zonal losses (b) | $(0.10)-$2.68 per MWh |
| Total CECONY—Commodity | $— | | | |
(a)Generally, increases/(decreases) in this input in isolation would result in a higher/(lower) fair value measurement.
(b)Generally, increases/(decreases) in this input in isolation would result in a lower/(higher) fair value measurement.
The table listed below provides a reconciliation of the beginning and ending net balances for assets and liabilities measured at fair value as of March 31, 2024 and 2023 and classified as Level 3 in the fair value hierarchy:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| | Con Edison | CECONY |
| (Millions of Dollars) | 2024 | 2023 | 2024 | 2023 |
| Beginning balance as of January 1, | $(8) | $15 | $(5) | $(6) |
| Included in earnings | (2) | (2) | (1) | (1) |
| Included in regulatory assets and liabilities | 1 | 8 | — | 7 |
| | | | |
| Settlements | 5 | 4 | 2 | 2 |
| Decrease due to the sale of the Clean Energy Businesses (a) | — | (29) | — | — |
| | | | |
| Transfer out of level 3 | 4 | (7) | 4 | (7) |
| Ending balance as of March 31, | $— | $(11) | $— | $(5) |
(a) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
For the Utilities, realized gains and losses on Level 3 commodity derivative assets and liabilities are reported as part of purchased power, gas and fuel costs. The Utilities generally recover these costs in accordance with rate provisions approved by the applicable state public utilities regulators. See Note A. Unrealized gains and losses for commodity derivatives are generally deferred on the consolidated balance sheet in accordance with the accounting rules for regulated operations.
For the Clean Energy Businesses, realized and unrealized gains and losses on Level 3 commodity derivative assets and liabilities were reported in non-utility revenues ($17 million loss) on the consolidated income statement for the three months ended March 31, 2023. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses and amounts for 2023 are shown through the date of sale. See Note Q and Note R.
Note P – Related Party Transactions
The NYSPSC generally requires that the Utilities and Con Edison’s other subsidiaries be operated as separate entities. The Utilities and the other subsidiaries are required to have separate operating employees and operating officers of the Utilities may not be operating officers of the other subsidiaries. The Utilities may provide administrative and other services to, and receive such services from, Con Edison and its other subsidiaries only pursuant to cost allocation procedures approved by the NYSPSC. Transfers of assets between the Utilities and Con Edison or its other subsidiaries may be made only as approved by the NYSPSC. The debt of the Utilities is to be raised directly by the Utilities and not derived from Con Edison. Without the prior permission of the NYSPSC, the Utilities may not make loans to, guarantee the obligations of, or pledge assets as security for the indebtedness of Con Edison or its other subsidiaries. The NYSPSC limits the dividends that the Utilities may pay Con Edison. As a result, substantially all of the net assets of CECONY and O&R ($19,597 million and $1,098 million, respectively), at March 31, 2024, are considered restricted net assets. The NYSPSC may impose additional measures to separate, or “ring fence,” the Utilities from Con Edison and its other subsidiaries.
The costs of administrative and other services provided by CECONY to, and received by it from, Con Edison and its other subsidiaries for the three months ended March 31, 2024 and 2023 were as follows:
| | | | | | | | |
| For the Three Months Ended March 31, |
| CECONY (a) |
| (Millions of Dollars) | 2024 | 2023 |
| Cost of services provided | $32 | $33 |
| Cost of services received | $20 | $19 |
(a) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q and Note R.
In addition, CECONY and O&R have joint gas supply arrangements in connection with which CECONY sold to O&R, $24 million and $33 million of natural gas for the three months ended March 31, 2024 and 2023, respectively. These amounts are net of the effect of related hedging transactions.
At March 31, 2024 and December 31, 2023, CECONY's net receivable from Con Edison for income taxes was $110 million.
The Utilities perform work and incur expenses on behalf of New York Transco, a company in which Con Edison Transmission has a 45.7 percent interest in New York Transco's New York Energy Solution project and a 41.7 percent interest in New York Transco's share of the Propel NY Energy project that is jointly owned with the New York Power Authority. The Utilities bill New York Transco for such work and expenses in accordance with established policies. For the three months ended March 31, 2024 and 2023, the amounts billed by the Utilities to New York Transco were $1 million and $4 million, respectively.
CECONY has a 20-year transportation contract with Mountain Valley Pipeline, LLC (MVP) for 250,000 dekatherms per day of capacity. Con Edison Transmission has an interest in MVP. See "Investment in Mountain Valley Pipeline, LLC (MVP)" in Note A. In October 2017, the Environmental Defense Fund and the Natural Resource Defense Council requested the NYSPSC to prohibit CECONY from recovering costs under its contract with MVP unless CECONY can demonstrate that the contract is in the public interest. CECONY advised the NYSPSC that it would respond to the request if the NYSPSC opened a proceeding to consider this request. CECONY has not incurred costs under the contract.
FERC has authorized CECONY to lend funds to O&R for a period of not more than 12 months, in an amount not to exceed $250 million, at prevailing market rates. At March 31, 2024 and December 31, 2023 there were no outstanding loans to O&R.
The Consolidated Edison Foundation, Inc. (the Foundation), established in December 2023, is a non-consolidated not-for-profit corporation funded by Con Edison that plans to make contributions to selected charitable organizations. In April 2024, Con Edison made a $12 million contribution to the Foundation that Con Edison accrued as an expense in “Other Income and Deductions” within its consolidated income statement for the year ended December 31, 2023.
Note Q – Dispositions
During the first nine months of 2022, Con Edison considered strategic alternatives with respect to the Clean Energy Businesses. On October 1, 2022, following the conclusion of such review and to allow for continued focus on the Utilities and their clean energy transition, Con Edison entered into a purchase and sale agreement pursuant to which Con Edison agreed to sell the Clean Energy Businesses to RWE Renewables Americas, LLC, a subsidiary of RWE for a total of $6,800 million, subject to closing adjustments. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses to RWE for $3,993 million. The preliminary purchase price at closing was adjusted (i) upward for certain cash and cash equivalents, (ii) downward for certain indebtedness and debt-like items, (iii) downward for certain transaction expenses, (iv) downward to the extent that the net working capital varied from a set target, (v) upward to the extent that capital investments incurred prior to the closing of the transaction varied from a set budget, and (vi) downward by the value allocated to Broken Bow II, a project that was not able to be conveyed to RWE upon closing of the transaction. The process to finalize the purchase price was completed during the second quarter of 2024. The final purchase price was subject to customary adjustments for timing differences and a final valuation report, among other factors. The transaction was completed at arm’s length and RWE was not, and will not be, considered a related party to Con Edison.
Con Edison's preliminary gain on the sale of the Clean Energy Businesses was $855 million ($791 million, after tax) for the three months ended March 31, 2023, and $865 million ($767 million after tax) for the year ended December 31, 2023. Cumulatively through March 31, 2024 the gain on the sale of the Clean Energy Businesses was $835 million ($745 million, after tax), reflecting a downward adjustment of $30 million ($22 million after-tax) for the three months then ended, resulting from certain customary closing adjustments. The portion of the gain attributable to the non-controlling interest retained in certain tax-equity projects was not material. The sale included all assets, operations and projects of the Clean Energy Businesses with the exception of tax equity interests in three projects, described below, and one deferred project, Broken Bow II, a 75MW nameplate capacity wind power project located in Nebraska. See Note R. Transfer of the project depends on one outstanding counterparty consent, and if and when such consent is obtained within two years of the sale of the Clean Energy Businesses, i.e., by February 28, 2025, the project will transfer and the corresponding value, subject to adjustment, will be paid to Con Edison. RWE Renewables Americas, LLC operates the facility on behalf of Con Edison pursuant to certain service agreements, for which the fees are not material.
Con Edison retained the Clean Energy Businesses' tax equity investment interest in the Crane solar project and another tax equity investment interest in two solar projects located in Virginia. These tax equity partnerships produced renewable energy tax credits that can be used to reduce Con Edison’s federal income tax. These tax credits are subject to recapture, in whole or in part, if the assets are sold within a five-year period beginning on the date on which the assets are placed in service. Con Edison will continue to employ HLBV accounting for its interests in these tax equity partnerships. The combined carrying value of the retained tax equity interests is approximately $7 million at March 31, 2024.
Con Edison also retained any post-sale deferred income taxes (federal and state income taxes, including tax attributes), any valuation allowances associated with the deferred tax assets, all current federal taxes and New York State taxes and the estimated liability for uncertain tax positions. The unamortized deferred investment tax credits of the Clean Energy Businesses were recognized in full upon the completion of the sale of the Clean Energy Businesses.
Concurrent with entering into the purchase and sale agreement, Con Edison incurred costs in the normal course of the sale process. Transaction costs of $11 million ($8 million after-tax) were recorded in the first three months of 2023, and were immaterial for the first three months of 2024. Also, depreciation and amortization expense of approximately $41 million ($28 million after-tax) were not recorded on the assets of the Clean Energy Businesses in 2023 through the closing of the transaction.
Following the sale of the Clean Energy Businesses and pursuant to a reimbursement and indemnity agreement with RWE, Con Edison remains responsible for certain potential costs related to a battery storage project located in Imperial County, California. Con Edison's exposure under the agreement could range up to approximately $172 million. As of March 31, 2024, no material amounts were recorded as liabilities on Con Edison's consolidated balance sheet related to this agreement.
The following table shows the pre-tax operating income for the Clean Energy Businesses. The 2023 period shown is through the date of the sale of the Clean Energy Businesses; there is no applicable data for the three months ended March 31, 2024.
| | | | | | |
| | For the Three Months Ended March 31, |
| (Millions of Dollars) | | 2023 |
| Pre-tax operating income | | $25 |
| Pre-tax operating income, excluding non-controlling interest | | $21 |
Note R – Assets and Liabilities Held-for-Sale
On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note Q. The sale included all assets, operations and projects of the Clean Energy Businesses with the exception of tax equity interests in three projects and one deferred project, Broken Bow II, a 75 MW nameplate capacity wind power project located in Nebraska. Transfer of the project from Con Edison to RWE depends on one outstanding counterparty consent, and if and when such consent is obtained within two years of the sale of the Clean Energy Businesses, i.e., by February 28, 2025, the project will transfer. RWE Renewables Americas, LLC operates the facility on behalf of Con Edison pursuant to certain service agreements for which the fees are not material.
At March 31, 2024, the carrying amounts of the major classes of assets and liabilities of Broken Bow II that are expected to be sold are presented on a held-for-sale basis, and accordingly exclude net deferred tax liability balances, as follows:
| | | | | |
| (Millions of Dollars) | March 31,
2024 |
| ASSETS | |
| CURRENT ASSETS | |
| Cash and temporary cash investments | $1 |
| |
| |
| Accrued unbilled revenue | 1 |
| |
| Restricted cash | 5 |
| |
| Prepayments | 1 |
| Other current assets | 2 |
| TOTAL CURRENT ASSETS | 10 |
| |
| NON-UTILITY PLANT | |
| Non-utility property, net accumulated depreciation | 76 |
| |
| NET PLANT | 76 |
| OTHER NONCURRENT ASSETS | |
| |
| Intangible assets less accumulated amortization | 71 |
| Operating lease right-of-use asset | 7 |
| |
| |
| |
| TOTAL OTHER NONCURRENT ASSETS | 78 |
| TOTAL ASSETS | $164 |
| | | | | |
| (Millions of Dollars) | March 31,
2024 |
| LIABILITIES | |
| CURRENT LIABILITIES | |
| Long-term debt due within one year | $2 |
| |
| |
| |
| |
| Operating lease liabilities | 2 |
| |
| Other current liabilities | 6 |
| TOTAL CURRENT LIABILITIES | 10 |
| NONCURRENT LIABILITIES | |
| Asset retirement obligations | 3 |
| |
| Operating lease liabilities | 5 |
| |
| TOTAL NONCURRENT LIABILITIES | 8 |
| LONG-TERM DEBT | 59 |
| TOTAL LIABILITIES | $77 |
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