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Assets and Liabilities Held-for-Sale | 3 Months Ended
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Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Assets and Liabilities Held-for-Sale | 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 interest s 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
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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