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���������ֳ�-New York-22 October 2012: ���������ֳ� has affirmed the Issuer Default Ratings (IDRs) and debt ratings of Consolidated Edison Inc. (NYSE: ED) and its subsidiaries Consolidated Edison Company of New York, Inc. (CECONY), Orange & Rockland Utilities, Inc. (ORU), and Rockland Electric Company (RECO). ���������ֳ� has also affirmed the ratings of the New York State Energy Research and Development Authority's (NYSERDA) issued debt of which CECONY and ORU are the obligors. The Rating Outlook for all entities is Stable. Approximately $11.9 billion of debt is affected by today's rating actions.

KEY RATING DRIVERS

CASH FLOW PREDICTABILITY
ED's ratings affirmation reflects the stable and predictable cash flows generated by its low-risk regulated transmission and distribution (T&D) utility subsidiaries, CECONY, ORU and RECO. ED's cash flows are generated almost entirely by CECONY, which accounted for approximately 93% of consolidated EBITDA, while ORU accounted for 5% for the latest-12-month (LTM) period ended June 30, 2012. ED has minimal exposure to its non-regulated competitive energy businesses, which represented 2% of consolidated EBITDA for the LTM period ended June 30, 2012.

BALANCED REGULATORY COMPACT
The regulated utilities benefit from timely and full recovery of fuel cost and purchased power expenses in each of their respective regulatory jurisdictions. The New York tariff structure includes the use of forward-looking test years as well as a revenue decoupling mechanism that breaks the link between sales and net revenue.

In June 2012, the NYPSC approved a three-year joint proposal which authorizes ORU a $19.4 million electric rate increase effective July 1, 2012, a $8.8 million rate increase effective July 1, 2013, and a $15.2 million rate increase effective July 1, 2014. The rate order has step-up ROEs of 9.4% in RY1, 9.5% in RY2, and 9.6% in RY3, and is based on a 48% common equity ratio. The NYPSC approved a proposal to levelize the rate increases to $15.2 million for each respective rate year.
CECONY has announced it will file a rate case in November 2012 for its electric, gas, and steam businesses, with new rates to be effective in October 2013.

STRONG LIQUIDITY
ED has access to $1 billion available under a $2.25 billion bank credit facility that expires in October 2016. There were no borrowings outstanding under the facility as of June 30, 2012. ED had $800 million of commercial paper and $252 million of letters of credit outstanding as of June 30, 2012. ED had $1.38 billion of cash on hand as of June 30, 2012. Consolidated debt maturities are manageable with $705 million due in 2013, $481 due in 2014, and $495 million due in 2015. ���������ֳ� expects debt maturities to be refinanced.

CASH FLOW CREDIT MEASURES
���������ֳ� expects ED's cash flow credit measures to return to more normalized levels in the forecast years as tax benefits primarily related to bonus depreciation expire at the end of 2012. ���������ֳ� predicts FFO/interest expense to average 4.5x and FFO/debt to average 19.8% over 2013 - 2015, still in line with ���������ֳ�'s target ratios for the 'BBB+' rating category but somewhat weaker than utility peers with a similar risk profile. ���������ֳ� believes a balanced outcome in CECONY's pending rate case will be critical to maintaining ratings at current levels.

AGING INFRASTRUCTURE
ED is subject to operating risk that is inherent in CECONY's highly concentrated urban service territory. CECONY has an aging infrastructure that is costly to maintain and subject to sudden breakdown. Failure to maintain adequate levels of service can lead to customer dissatisfaction, reputation risk, and regulatory fines or penalties.

Capital infrastructure investments at CECONY are projected to amount to approximately $5.59 billion over 2012 - 2014, compared to approximately $5.70 billion over 2009 - 2011, a decline of 2%. Electric customer growth is projected to average approximately 1.3% over the forecast period while gas customer growth is projected to average approximately 4.3%. Healthy customer growth at the gas business is driven primarily by expected conversions from heating oil to natural gas for CECONY's residential and commercial customers. ���������ֳ� expects CECONY to fund capex needs with a balanced mix of internally generated funds (after dividends) and external financing.

Capital infrastructure investments at ORU are projected to amount to approximately $446 million over 2012-2014, compared to $373 million over 2009 - 2011, an increase of approximately 20%. ���������ֳ� expects ORU to fund capex needs with a balanced mix of internally generated funds (after dividends) and external financing.

WHAT COULD TRIGGER A RATING ACTION

Changes in Regulation: Changes in the commodity cost recovery provisions of CECONY and ORU in New York could adversely affect ED's ratings.

Rate Case Outcome: CECONY is scheduled to file a new rate case in November 2012. A balanced rate decision will be critical to maintaining ratings at current levels.

Vendor Payment Investigation: The NYPSC is conducting a review related to CECONY's capital project contracting practices. CECONY has collected approximately $959 million from rate payers through June 30, 2012 that is subject to potential refund, pending resolution of the investigation. While ���������ֳ� is unable to assess the likelihood or size of any potential settlement or adverse judgment, a punitive outcome could have a negative impact on the ratings.

Tax Court Dispute: ED's pending case in tax court disputing the IRS disallowance of deductions of $416 million recorded during the 1998 - 2007 period relates to cross-border lease investments made by its non-utility business. An adverse resolution would expose ED to payments that ED estimated at $244 million plus interest of up to $118 million as of June 30, 2012. Such outcome could have a negative impact on the ratings.

���������ֳ� has affirmed the following ratings:

ED
--Long-term IDR at 'BBB+'
--Short-term IDR at 'F2'
--Commercial Paper at 'F2'

CECONY
--Long-term IDR at 'BBB+'
--Short-term IDR at 'F2'
--Commercial Paper at 'F2'
--Senior Unsecured Debt at 'A-'

ORU
--Long-term IDR at 'BBB+'
--Short-term IDR at 'F2'
--Commercial Paper at 'F2'
--Senior Unsecured Debt at 'A-'

RECO
--Long-term IDR at 'BBB+'

NYSERDA
--Issues relating to CECONY projects at 'A-'
--Issues relating to ORU projects at 'A-'

Contact:

Primary Analyst
Philippe Beard
Associate Director
+1-212-908-0242
���������ֳ�, Inc.
One State Street Plaza
New York, NY 10004

Secondary Analyst
Robert Hornick
Senior Director
+1-212-908-0523

Committee Chairperson
Glen Grabelsky
Managing Director
+1-212-908-0577


Media Relations: Brian Bertsch, New York, Tel: +1 212-908-0549, Email: brian.bertsch@fitchratings.com.

Additional information is available at ''. The ratings above were solicited by, or on behalf of, the issuer, and therefore, ���������ֳ� has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 12, 2011)
--'Recovery Ratings and Notching Criteria for Utilities' (Aug. 12, 2011)
--'Rating North American Utilities, Power, Gas, and Water Companies' (May 16, 2011)

Applicable Criteria and Related Research: