0001047862-16-000384.txt : 20161201 0001047862-16-000384.hdr.sgml : 20161201 20161201183842 ACCESSION NUMBER: 0001047862-16-000384 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161201 DATE AS OF CHANGE: 20161201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED EDISON INC CENTRAL INDEX KEY: 0001047862 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 133965100 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 IRVING PLACE CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 8005225635 MAIL ADDRESS: STREET 1: 4 IRVING PLACE CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noyes Mark CENTRAL INDEX KEY: 0001691193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14514 FILM NUMBER: 162029416 MAIL ADDRESS: STREET 1: 4 IRVING PLACE STREET 2: ROOM 1450-S CITY: NEW YORK STATE: NY ZIP: 10003 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2016-12-01 0 0001047862 CONSOLIDATED EDISON INC ED 0001691193 Noyes Mark CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE, ROOM 1450-S NEW YORK NY 10003 0 1 0 0 President & CEO, CEE, CED, CES Common Stock 0 D Common Stock 15.64 I By Tax Reduction Act Stock Ownership Plan (TRASOP) Performance Restricted Stock Units (Phantom Stock) Common Stock 1217 D Performance Restricted Stock Units (Phantom Stock) Common Stock 1170 D Performance Restricted Stock Units (Phantom Stock) Common Stock 6000 D Performance Restricted Stock Unit ("PRSU") granted under the Con Edison Competitive Energy Businesses Long-Term Incentive Award Plan ("CEB LTIP"). Each PRSU is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock. The reporting person may only settle his PRSUs for cash. The PRSUs, granted in 2014, will vest in 2017 when they are determined and awarded by the Board of Competitive Shared Services, Inc. The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the CEB LTIP. Not applicable. The PRSUs, granted in 2015, will vest in 2018 when they are determined and awarded by the Board of Competitive Shared Services, Inc. PRSU granted under the Company Long Term Incentive Plan ("CEI LTIP"). Each PRSU is the economic equivalent of one share of Company common stock. The PRSUs, granted in 2016, will vest in 2019 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors. The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the CEI LTIP. Vanessa Franklin; Attorney-in-Fact 2016-12-01 EX-24 2 poanoyes.htm

Power of Attorney



       Effective as of the date executed as indicated or noted below,

the undersigned hereby constitutes and appoints each of Elizabeth D. Moore,

Jeanmarie Schieler, Peter J. Barrett, Vanessa Franklin, and Marisa Joss,

or any of them signing singly, and with full power of substitution, the

undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer of Consolidated Edison, Inc. or its subsidiaries (the

"Company"), Forms ID, 3, 4 and 5 (collectively, the "Forms") in accordance

with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange

Act") and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Forms,

complete and execute any amendment or amendments thereto, and timely file

such Forms with the United States Securities and Exchange Commission and

any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-

fact may approve in such attorney-in-fact's discretion.





       Effective as of December 1, 2016, the undersigned hereby grants to each

such attorney-in-fact full power and authority to do and perform any and every act

and thing whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue of this power of attorney

and the rights and powers herein granted.  The undersigned acknowledges that

the foregoing attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming, any of

the undersigned's responsibilities to comply with Section 16 of the Exchange Act.





       This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to

the foregoing attorneys-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 28 day of November 2016.



/s/ Mark Noyes



Mark Noyes





429104v3