SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Form U-3A-2
Statement by Holding Company Claiming Exemption Under
Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To be Filed Annually Prior to March 1
CONSOLIDATED EDISON, INC.
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF CLAIMANT
AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE GENERATOR
(EWG) OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY OR INDIRECTLY
HOLDS AN INTEREST.
Consolidated Edison, Inc. ("Claimant") is a corporation organized and
existing under the laws of the State of New York. Claimant is a holding company,
organized to acquire and hold securities of other corporations. Claimant's
principal place of business is 4 Irving Place, New York, New York 10003.
Claimant has the following subsidiaries:
A. Consolidated Edison Company of New York, Inc. ("Con Edison") is a public
utility organized and existing as a corporation under the laws of the State of
New York. Con Edison supplies electric service in all of New York City (except
part of Queens) and most of Westchester County, New York, an approximate 660
square mile service area with a population of more than 8 million. It also
supplies gas in Manhattan, The Bronx and parts of Queens and Westchester, and
steam in part of Manhattan. All of Con Edison's Common Stock is held by
Claimant. Con Edison's principal place of business is 4 Irving Place, New York,
N.Y. 10003. Con Edison has the following subsidiaries:
1) Davids Island Development Corp. is organized and existing as a
corporation under the laws of the State of New York. It owns real property,
acquired as a possible site for an electric generating plant, in Dutchess and
Columbia Counties in New York State. It is in the process of disposing of the
property. It is a wholly-owned subsidiary of Con Edison. Its principal place of
business is 4 Irving Place, New York, N.Y. 10003.
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2) D.C.K. Management Corp. is a corporation organized and existing as a
corporation under the laws of the State of New York. It owns real property in
the City of New York. It is a wholly-owned subsidiary of Con Edison. Its
principal place of business is 4 Irving Place New York, N.Y. 10003
3) Honeoye Storage Corporation a corporation organized and existing under
the laws of the State of New York. It was incorporated to own and operate a gas
storage facility in upstate New York. It is 23 1/3 percent owned by Con Edison.
B. Consolidated Edison Solutions, Inc. ("CES") is organized and existing as a
corporation under the laws of the State of New York. It is in the business of
providing wholesale and retail energy and related services. It is a wholly-owned
subsidiary of Claimant. Its principal place of business is 701 Westchester
Avenue, Suite 201 West, White Plains, N.Y. 10604.
1) CES has a 33 1/3% interest in Inventory Management & Distribution
Company, Inc. ("IMD"), an energy marketing company, organized and existing as a
corporation under the laws of Delaware. IMD's principal place of business is
5599 San Felipe, Suite 870, Houston, TX 77056.
2) CES has a 14.4% interest in Remote Source Lighting International, Inc.
("RSLI"), a lighting technology company, organized and existing as a corporation
under the laws of Delaware. RSLI's principal place of business is 120
Southcenter Court, Suite 200, Morrisville NC 27560.
C. Consolidated Edison Development, Inc. ("CEDI") is organized and existing as a
corporation under the laws of the State of New York. It is in the business of
investing in foreign and domestic energy and other infrastructure projects and
marketing of Con Edison's technical services. It is a wholly-owned subsidiary of
Claimant. Its principal place of business is 111 Broadway, 8th Floor, New York,
N.Y. 10006. CEDI has the following subsidiaries.
1) Con Edison Development Guatemala, Ltd. ("CEDG") a corporation organized and
existing under the laws of the Cayman Islands. It is in the business of
investing in energy projects in Central America. It is a wholly- owned
subsidiary of CEDI. Its principal place of business is c/o Maples and Calder,
Attorneys-at-Law, Ugland House, South Church Street, P.O. Box 309, George Town,
Grand Cayman, Cayman Islands, British West Indies. CEDG has the following
subsidiary:
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a. Energy Partners of Central America ("EPCA"). EPCA is a limited
partnership organized and existing under the laws of the Cayman Islands. It was
organized to invest in a electric power project in Guatemala. CEDG owns an
approximately 92.27% interest in EPCA. EPCA's principal place of business is c/o
Maples and Calder, Attorneys-at-Law, Ugland House, South Church Street, P.O. Box
309, George Town, Grand Cayman, Cayman Islands, British West Indies. In February
1998 EPCA acquired a 49% capital interest in Generadora Electrica del Norte,
Limitada ("GENOR"), which has been organized and is existing as a Sociedad de
Responsabilidad Limitada under the laws of Guatemala. GENOR has been formed to
develop, own and operate a 40 megawatt electric generating facility to be
constructed in the city of Puerto Barrios, Department of Izabel, Republic of
Guatemala. It is expected that the electric energy generated by the facility
will be sold to industrial and wholesale customers in Guatemala.
2) IEP Global Development, LLC ("IGD") a limited liability company
organized and existing under the laws of Delaware. It is in the business of
developing and acquiring electric power generation, transmission and
distribution projects outside the United States. CEDI owns a 50% interest in IGD
(after receipt of its capital investment and a preferred return). IGD's
principal office is 4800 Hampden Lane, Suite 910, Bethesda, Maryland 20814.
3) Consolidated Edison Leasing, Inc. ("CEL"), a corporation organized and
existing under the laws of the state of Delaware. CEL is a wholly-owned
subsidiary of CEDI formed to invest in lease transactions.
D. Consolidated Edison Energy, Inc. ("CEEI"), a corporation organized and
existing under the laws of the State of New York. It was incorporated in
November 1997 to invest in, operate and market the output of electric energy
supply facilities in the United States and provide specialized wholesale energy
services in the electric power and natural gas markets. It is a wholly-owned
subsidiary of Claimant. CEEI's principal place of business is 701 Westchester
Avenue, Suite 201 West, White Plains, N.Y. 10604.
E. Consolidated Edison Communications, Inc. ("CECI"), a corporation organized
and existing under the laws of the State of New York. It was incorporated in
November 1997 to own, lease, operate or invest in facilities used for
telecommunications or otherwise compete in the telecommunications industry. It
is a wholly-owned subsidiary of Claimant. CECI's principal place of business is
701 Westchester Avenue, Suite 201 West, White Plains, N.Y. 10604.
1) Telergy Metro LLC ("TMLLC"), a limited liability company organized and
existing under the laws of the State of New York. TMLLC was organized to be a
full service provider of telecommunications and energy services and
telecommunications products in southern New York State. CECI owns a 49.9%
interest in TMLLC. TMLLC's principal place of business is 5784 Widewaters
Parkway, Syracuse, NY 13214.
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2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION,
AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE PRODUCTION,
TRANSMISSION, AND DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING
THE LOCATION OF PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES, PRODUCING
FIELDS, GAS MANUFACTURING PLANTS, AND ELECTRIC AND GAS DISTRIBUTION
FACILITIES, INCLUDING ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN
WHICH CLAIMANT AND ITS SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR
PIPELINES WHICH DELIVER OR RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF
SUCH STATE.
Claimant and its subsidiaries other than Con Edison are not "public
utility companies" for the purposes of the Public Utilities Holding Company Act
of 1935 and do not own any such properties.
Con Edison's Utility Properties
Con Edison's Electric Generating Facilities
Con Edison owns the following electric generating facilities:
Generating Net Generating
Station Capacity 12/31/97
(Megawatts - Summer Rating)
Fossil-Fueled
Ravenswood (3 Units) 1,742
Astoria (3 Units) 1,075
Arthur Kill (2 Units) 826
East River (2 Units) 300
Bowline Point (2 Units)
- two-thirds interest 808
Roseton (2 Units)
- 40% interest 482
Other (3 Units) 187
Nuclear (1 Unit) 931
Gas Turbines (39 Units) 1,940
Total 8,291
Con Edison's electric generating stations are located in New York City
with the exception of the Indian Point nuclear station in Westchester County,
New York; the Bowline Point station in Rockland County, New York; and the
Roseton station in Orange County, New York. The generating stations are held in
fee with the following exceptions: (i) Orange and Rockland Utilities, Inc. (O&R)
has a one-third interest and the Company has a two-thirds interest as tenants in
common in the Bowline Point station, which is operated by O&R; and (ii) Central
Hudson Gas & Electric Corporation (Central Hudson) has a 35 percent interest,
Niagara Mohawk Power Corporation (NIMO) has a 25 percent interest and Con Edison
has a 40 percent interest as tenants in common in the Roseton station (which is
operated by Central Hudson) with Central Hudson having the right to acquire Con
Edison's interest in 2004. None of Con Edison's electric generation facilities
are outside New York State.
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Con Edison's Electric Transmission Facilities
Con Edison has transmission interconnections with NIMO, Central Hudson,
O&R, New York State Electric and Gas Corporation, Connecticut Light and Power
Company, Long Island Lighting Company, the Power Authority of the State of New
York, and Public Service Electric and Gas Company. Con Edison's electric
transmission facilities are located in New York City and Westchester, Orange,
Rockland, Putnam and Dutchess counties in New York State. At December 31, 1997,
the Company's transmission system had approximately 432 miles of overhead
circuits operating at 138, 230, 345, 500 kilovolts and approximately 378 miles
of underground circuits operating at 138 and 345 kilovolts. There are
approximately 267 miles of radial subtransmission circuits operating at 138
kilovolts. Con Edison's 14 transmission substations, supplied by circuits
operated at 69 kilovolts and above, have a total transformer capacity of 15,731
megavolt amperes. None of Con Edison's electric transmission facilities are
outside New York State. Con Edison maintains the following six interconnections
with Public Service Electric and Gas Corporation of New Jersey (PSE&G) at the
New York-New Jersey state line: a 230 KV overhead transmission line between
PSE&G's Linden substation in Linden, New Jersey and Con Edison's Goethals
substation on Staten Island; two underground-underwater 345 kV transmission
lines between PSE&G's Hudson generating station in Jersey City, New Jersey and
Con Edison's Farragut substation in Brooklyn, New York; a 500 kV overhead
transmission line between Con Edison's Ramapo substation in Rockland County, New
York and PSE&G's facilities in Branchburg, New Jersey and two 345 kV
transmission lines between the Ramapo substation and PSE&G's facilities in
Waldwick, New Jersey (via the South Mahwah substation). Con Edison also
maintains an overhead 345 kv transmission line from its Pleasant Valley
Substation in Dutchess County, New York which interconnects with the facilities
of the Connecticut Light & Power Corporation at the New York-Connecticut state
line.
Con Edison's Electric Distribution Facilities
Con Edison owns various electric distribution substations and facilities
located throughout New York City and Westchester County, New York. At December
31, 1997, Con Edison's distribution system had 293 distribution substations,
with a transformer capacity of 20,168 megavolt amperes, 32,368 miles of overhead
distribution lines and 87,455 miles of underground distribution lines.
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Con Edison's Gas Facilities
Natural gas is delivered by pipeline to Con Edison at various points in
its service territory and is distributed to customers by Con Edison through
approximately 4,200 miles of mains and 367,000 service lines. Con Edison owns a
natural gas liquification facility and storage tank at its Astoria property in
Queens, New York. The plant can store approximately 1,000 mdth of which a
maximum of about 250 mdth can be withdrawn per day. Con Edison has about 1,230
mdth of additional natural gas storage capacity at a field in upstate New York
owned and operated by Honeoye Storage Corporation, a corporation 23 1/3 percent
owned by Con Edison.
3. INFORMATION FOR CALENDAR YEAR 1997 WITH RESPECT TO CLAIMANT AND EACH OF
ITS SUBSIDIARY PUBLIC UTILITY COMPANIES.
(a) Number of Kilowatt Hours of Electric Energy Sold (At Retail or
Wholesale), and Dekatherms of Natural or Manufactured Gas Distributed at Retail.
Electric (kwhrs) Gas (Dth)
Claimant None None
Con Edison Retail: 37,527,979,000 116,597,299
Wholesale: 2,499,587,000* N/A
*Includes 929,483,000 kilowatt hours generated by Con Edison for others from
their fuel and purchased by Con Edison.
(b) Number of Kilowatt Hours of Electric Energy and Dekatherms of Natural
or Manufactured Gas Distributed at Retail Outside the State in which Each Such
Company is Organized.
Electric (kwhrs) Gas (Dth)
Claimant None None
Con Edison None 286,630
c. Number of Kwh of Electric Energy and Dekatherms of Natural or
Manufactured Gas Sold at Wholesale Outside the State in which Each Such Company
is Organized, or at the State line.
Electric (kwhrs) Gas (Mdth)
Claimant None None
Con Edison 921,000,000* 8,721,387
* Does not include return to Hydro Quebec of 163,400,000 kilowatt hours of
energy received by Con Edison in excess of the "basic amount" of energy Con
Edison is entitled to purchase under an agreement with the New York Power
Authority (which has a contract with Hydro-Quebec).
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d. Number of Kilowatt Hours of Electric Energy and Dekatherms of Natural
or Manufactured Gas Purchased Outside the State in which Each Such Company is
Organized or at the State line.
Electric (kwhrs) Gas (Mdth)
Claimant None None
Con Edison 12,116,000,000 242,296,610
4.THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO CLAIMANT
AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A FOREIGN
UILITY COMPANY, STATING MONETARY AMOUNT IN UNITED STATES DOLLARS.
a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
b) Name of each system company that holds an interest in such EWG or
foreign utility company and description of the interest held.
c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company other than the EWG or foreign utility company.
d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreements.
Claimant did not directly or indirectly own any interest in any EWG or
foreign utility during the reporting period. See, however , Item 1.C.1)a.,
above.
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EXHIBIT A
A CONSOLIDATING STATEMENT OF INCOME AND SURPLUS OF THE CLAIMANT AND ITS
SUBSIDIARY COMPANIES FOR THE LAST CALENDAR YEAR, TOGETHER WITH A CONSOLIDATING
BALANCE SHEET OF CLAIMANT AND ITS SUBSIDIARY COMPANIES AS OF THE CLOSE OF SUCH
CALENDAR YEAR.
On January 1, 1998, Claimant became the holding company for Con Edison pursuant
to an Agreement and Plan of Exchange approved by Con Edison's shareholders on
December 12, 1997. For additional information about this reorganization, see the
Proxy Statement and Prospectus of Claimant and Con Edison included in Claimant's
Registration Statement on Form S-4 (No. 333-39164; declared effective by the
Commission on October 31, 1997). Because the reorganization was not effective
until January 1, 1998, Con Edison's consolidating financial statements for the
year ended December 31, 1997 also constitute the 1997 financial statements of
Claimant and its subsidiaries. The consolidating financial statements are
attached hereto as Exhibit A.
EXHIBIT B FINANCIAL DATA SCHEDULE
IF AT THE TIME A REPORT ON THIS FORM IS FILED, THE REGISTRANT IS REQUIRED TO
SUBMIT THIS REPORT AND ANY AMENDMENTS THERETO ELECTRONICALLY VIA EDGAR, THE
REGISTRANT SHALL FURNISH A FINANCIAL DATA SCHEDULE. THE SCHEDULE SHALL SET FORTH
THE FINANCIAL AND OTHER DATA SPECIFIED BELOW THAT ARE APPLICABLE TO THE
REGISTRANT ON A CONSOLIDATED BASIS.
Item No. Caption Heading
1 Total Assets
2 Total Operating Revenues
3 Net Income
EXHIBIT C
AN ORGANIZATION CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN UTILITY
COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING COMPANY SYSTEM.
As indicated in reponse to Item 4 of this report on Form U-3A-2, Claimant
did not directly or indirectly own any interest in any EWG or foreign utility
company during the reporting period. Accordingly, no organization chart is being
submitted.
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The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 26th day of February, 1998.
Consolidated Edison, Inc.
By: HYMAN SCHOENBLUM
Hyman Schoenblum
Vice President and Controller
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Archie M. Bankston
Secretary
4 Irving Place
New York, N.Y. 10003.
EXHIBIT A
CONSOLIDATED INCOME STATEMENT
TWELVE MONTHS ENDED DECEMBER 31, 1997
(Thousands of Dollars)
Consolidated Edison
Company of Con Edison Con Edison Consolidated Consolidated
New York, Inc. Solutions Development Edison, Inc.* Adjustments Income Stateement
Operating revenues
Electric $5,646,916 - - - $ (11,341) $5,635,575
Gas 1,096,057 - - - (2,177) 1,093,880
Steam 393,418 - - - (1,619) 391,799
Total operating revenues $7,136,391 - - - (15,137) 7,121,254
Operating expenses
Purchased power 1,349,421 - - - - 1,349,421
Fuel 596,824 - - - - 596,824
Gas purchased for
resale 479,218 - - - - 479,218
Other operations 1,123,982 - - - (15,137) 1,108,845
Maintenance 474,788 - - - - 474,788
Depreciation and
amortization 502,779 - - - - 502,779
Taxes, other than
federal income tax 1,181,081 - - - - 1,181,081
Federal income tax 382,910 - - - - 382,910
Total operating
expenses 6,091,003 - - - (15,137) 6,075,866
Operating income
1,045,388 - - - - 1,045,388
Other income
(deductions)
Investment income 11,554 - - - - 11,554
Allowance for
equity funds used
during construction 4,448 - - - - 4,448
Other Income less
miscellaneous income
deductions (13,579) (5,614) (7,782) (1,200) 9,479 (18,696)
Federal income tax (1,927) 1,975 2,724 418 - 3,190
Total other
income 496 (3,639) (5,058) (782) 9,479 496
Income before interest
charges 1,045,884 (3,639) (5,058) (782) 9,479 1,045,884
Interest on long-term
debt 318,158 - - - - 318,158
Other interest 17,083 - - - - 17,083
Allowance for borrowed funds
used during construction (2,180) - - - - (2,180)
Net interest charges 333,061 - - - - 333,061
Net Income 712,823 (3,639) (5,058) (782) 9,479 712,823
Preferred stock
dividend requirements (18,344) - - - - (18,344)
Net income for common
stock $ 694,479 $ (3,639) $(5,058) $ (782) $ 9,479 $ 694,479
* Results of Con Edison Solutions and Con Edison Development were consolidated
within CEI in December 1997.
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
(Thousands of Dollars)
Con Edison
Development
and
Con Edison
Solutions
to
Consolidated
Consolidated Edison Edison Honeoye Consolidated
Company of Company of Storage Retained
New York, Inc. DIDCORP New York, Inc. Corporation Earnings
Balance , December 31, 1996 $4,284,767 $63 $(1,110) $ 215 $4,283,935
Net Change to Unappropriated
Retained Earnings 199,676 - 1,110 (18) 200,768
Balance, December 31, 1997
4,484,443 63 - 197 4,484,703
CONSOLIDATED BALANCE SHEET
TWELVE MONTHS ENDED DECEMBER 31,
1997
(Thousands of Dollars)
Consolidated Edison
Company of Consolidated Consolidated
New York, Inc. DIDCORP Edison, Inc. * Adjustments Balance Sheet
Electric $11,743,745 - - - 11,743,745
Gas 1,741,562 - - - 1,741,562
Steam 576,206 - - - 576,206
General 1,203,427 - - - 1,203,427
Total 15,264,940 - - - 15,264,940
Less: Accumulated
Depreciation 4,392,377 - - - 4,392,377
Net 10,872,563 - - - 10,872,563
Construction Work in
progress 292,218 - - - 292,218
Nuclear fuel assemblies and
components, less accumulated
amortization 102,321 - - - 102,321
Net Utility Plant 11,267,102 - - - 11,267,102
Current Assets
Cash and temporary
cash investments 62,012 42 121,404 - 183,458
Funds held for
refunding of debt 328,874 - - - 328,874
Accounts receivable -
customer less
allowance for
uncollectable 558,239 - 22,924 - 581,163
accounts of $21,600
Other receivables 54,969 11 5,779 - 60,759
Regulatory accounts
receivable (1,682) - - - (1,682)
Fuel, at average cost 53,697 - - - 53,697
Gas in storage, at
average cost 37,209 - - - 37,209
Materials and supplies,
at average cost 191,759 - - - 191,759
Prepayments 74,996 - 520 - 75,516
Other currents assets 4,119 - 11 12,327 16,457
Total current assets 1,364,192 53 150,638 12,327 1,527,210
Investments in
nonutility property 449,697 (12,189) (131,102) (14,009) 292,397
Deferred charges
Enlightened Energy
program costs 117,807 - - - 117,807
Unamortized debt
expense 126,085 - - - 126,085
Recoverable fuel
costs 98,301 - - - 98,301
Power contract
termination costs 80,978 - - - 80,978
Other deferred
charges 536,341 12,154 - (308,936) 239,559
Total deferred charges 959,512 12,154 - (308,936) 662,730
Regulatory asset -
future federal 1,090,935 - - (117,856) 973,079
income tax
Total 15,131,438 18 19,536 (428,474) 14,722,518
Capitalization and
Liabilities
Capitalization
Common shareholders'
equity 5,930,079 - - - 5,930,079
Preferred stock subject
to mandatory redemption 84,550 - - - 84,550
Other preferred
stock 233,468 - - - 233,468
Long-term debt 4,188,906 - - - 4,188,906
Total capitalization 10,437,003 - - - 10,437,003
Noncurrent liablitiies
Obligations under
capital leases 39,879 - - - 39,879
Other noncurrent
liabilities 111,437 - - (5,300) 106,137
Total noncurrent
liabilities 151,316 - - (5,300) 146,016
Current liabilities
Long-term debt due
within one year 529,385 - - - 529,385
Accounts payable 415,464 - 24,650 - 440,114
Customer deposits 161,731 - - - 161,731
Accrued taxes 70,850 - (5,114) - 65,736
Accrued interest 85,613 - - - 85,613
Accrued wages 82,556 - - - 82,556
Other current
liabilities 183,104 18 - - 183,122
Total current
liabilities 1,528,703 18 19,536 - 1,548,257
Accumulated deferred
federal income tax 2,618,453 - - (310,618) 2,307,835
Accumulated deferred
investment tax credits 163,680 - - - 163,680
Other deferred credits 232,283 - - (112,556) 119,727
Total deferred
credits 3,014,416 - - (423,174) 2,591,242
Total 15,131,438 18 19,536 (428,474) 14,722,518
* Results of Con Edison Solutions and Con Edison Development were consolidated
within CEI in December 1997.
OPUR3
0001047862
CONSOLIDATED EDISON, INC.
1,000
12-MOS
DEC-31-1997
JAN-01-1997
DEC-31-1997
PER-BOOK
14,722,518
7,121,254
694,479,000
