SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: OCTOBER 16, 2003 COMMISSION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER STATE OF I.R.S. EMPLOYER FILE NUMBER AND PRINCIPAL OFFICE ADDRESS AND TELEPHONE NUMBER INCORPORATION ID. NUMBER - ----------- ----------------------------------------------------- ------------- ---------------- 1-14514 Consolidated Edison, Inc. New York 13-3965100 4 Irving Place, New York, New York 10003 (212) 460-4600 1-1217 Consolidated Edison Company of New York, Inc. New York 13-5009340 4 Irving Place, New York, New York 10003 (212) 460-4600 1-4315 Orange and Rockland Utilities, Inc. New York 13-1727729 One Blue Hill Plaza, Pearl River, New York 10965 (845) 352-6000 - -------------------------------------------------------------------------------------------------------------------
INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS Third Quarter Financial Results Unaudited net revenues (operating revenues less purchased power, fuel and gas purchased for resale), operating income and net income for common stock for the three months ended September 30, 2003 and 2002 for Consolidated Edison, Inc. (Con Edison) and its consolidated subsidiaries Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R, and together with Con Edison and Con Edison of New York, the Companies) were as follows: The Companies' results for the three months ended September 30, 2003, as compared to the 2002 period, were negatively affected by the lower than normal number of hot days during the summer of 2003 compared to an exceptionally warm summer in 2002, higher depreciation and property tax expense and the August 2003 power outage. For Con Edison and Con Edison of New York, the results also reflect a reduction in net credits for pension and other post-retirement benefits. In addition, for Con Edison, results were negatively affected by the current weak margins in the wholesale electric markets affecting sales from unregulated generation assets. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99 Press release, dated October 16, 2003, furnished pursuant to Item 12 of Form 8-K. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 16, 2003, Con Edison issued a press release reporting, among other things, its results of operations for the quarterly period ended September 30, 2003. The press release, which is "furnished" as an exhibit to this report pursuant to Item 12 of Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section and shall not be incorporated by reference into any filing under the Securities Act of 1933.
Con Edison Con Edison of New York O&R ---------------------------- ---------------------------- ---------------------------- Three months ended September 30, (Millions of Dollars) 2003 2002 2003 2002 2003 2002 - --------------------------- ------------- -------------- ------------- -------------- -------------- ------------- Net revenues $1,337 $1,317 $1,180 $1,180 $103 $95 - --------------------------- ------------- -------------- ------------- -------------- -------------- ------------- Operating income $353 $386 $337 $352 $14 $24 - --------------------------- ------------- -------------- ------------- -------------- -------------- ------------- Net income for common stock $257 $284 $253 $259 $15 $19 - --------------------------- ------------- -------------- ------------- -------------- -------------- ------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSOLIDATED EDISON, INC. CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. ORANGE AND ROCKLAND UTILITIES, INC. By /s/ EDWARD J. RASMUSSEN ------------------------------- Edward J. Rasmussen Vice President and Controller DATE: October 16, 2003
Media Relations Consolidated Edison, Inc. 212 460 4111 (24 hours) 4 Irving Place New York NY 10003 www.conEdison.com News [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE CONTACT: MICHAEL CLENDENIN October 16, 2003 212-460-4111
CON EDISON, INC. REPORTS THIRD QUARTER EARNINGS AND DECLARES DIVIDEND NEW YORK - Consolidated Edison, Inc. (Con Edison) [NYSE: ED] today reported net income for common stock for the third quarter of 2003 of $257 million or $1.17 a share compared with earnings of $284 million or $1.34 a share for the third quarter of 2002. The company also declared a quarterly dividend of 56 cents a share on its common stock payable December 15, 2003 to stockholders of record as of November 12, 2003. "We're seeing the underlying strength of the New York City economy reflected in signs of recovery from the recent economic decline," said Eugene R. McGrath, Chairman and Chief Executive Officer. "For example, in the first half of 2003, housing permits issued in Con Edison of New York's service area were running at an 18-year high and were approximately 70 percent ahead of the level of five years ago." The company's net income for common stock for the first nine months of 2003 was $478 million or $2.18 a share, compared with $528 million or $2.48 a share for the first nine months of 2002. Net income for the 2002 period included a one-time goodwill impairment charge of $20 million after-tax, related to certain unregulated generating assets. Excluding this non-cash charge, net income for the first nine months of 2002 was $548 million or $2.58 a share. The company's earnings for the third quarter of 2003 were negatively affected by the multi-regional August power outage and the lower-than-normal number of hot days during the summer of 2003 compared with an exceptionally warm summer in 2002. The lower third quarter and nine month results also reflect the reduction in net credits for pensions and other post-retirement benefits and the current weak margins in the wholesale electric markets affecting sales from unregulated generation assets. For the first nine months of 2003, the negative impact on earnings from the weather in both the second and third quarters partially offset the positive impact of cooler-than-normal winter weather in the first quarter. Electric delivery volumes by Con Edison of New York decreased for the three months ended September 30, 2003, after adjusting for variations in weather and billing days in each period and the August power outage, by 0.6 percent, while adjusted firm gas and steam delivery volumes increased 4.3 percent and 2.2 percent, respectively, when compared with the prior year. - more -CON EDISON THIRD QUARTER EARNINGS PAGE 2 For the first nine months of 2003, amounts of electricity, gas and steam delivered by Con Edison of New York, after adjusting for variations in weather and billing days in the period and the August power outage, increased 0.8 percent, 2.6 percent and 1.2 percent, respectively, as compared with the 2002 period. For the full year 2003, the Company expects its earnings to be near the lower end of its previously communicated forecast range of $2.82 to $2.97 per share. The following table represents an analysis of the major factors affecting earnings per share for the third quarter of 2003 compared with 2002: - more -
Earnings Per Share 3rd Quarter 2003 Compared With 2002 ($) - ---------------------------------------------------------------------------------- ------------ Con Edison of New York: Impact of weather in 2003 on net revenues versus 2002 (estimated) $(0.05) Sales, adjusted for weather (estimated) 0.03 Power outage (estimated) (0.03) Regulatory accounting/amortizations 0.06 Reduced net credit for pension & other post-retirement benefits (0.04) Higher depreciation and property tax expense (0.03) Other 0.02 ------------ Total Con Edison of New York (0.04) ------------ Orange and Rockland Utilities (0.02) Unregulated subsidiaries and parent company (0.08) Dilution effect of additional common equity shares issued in May and June (0.03) - ---------------------------------------------------------------------------------- ------------ Total $(0.17) - ---------------------------------------------------------------------------------- ------------ CON EDISON THIRD QUARTER EARNINGS PAGE 3 The following table represents an analysis of the major factors affecting earnings per share for year-to-date 2003 compared with 2002: The press release contains forward-looking statements of future expectations. Actual results might differ materially from those projected because of factors such as those identified in reports the company has filed with the Securities and Exchange Commission. Consolidated Edison, Inc. [NYSE: ED] is one of the nation's largest investor-owned energy companies, with $9 billion in annual revenues and approximately $19 billion in assets. The company provides a wide range of energy-related products and services to its customers through its six subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric, gas, and steam service in New York City and Westchester County, New York; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,350 square mile area in southeastern New York state and adjacent sections of northern New Jersey and northeastern Pennsylvania; Con Edison Solutions, a retail energy services company; Con Edison Energy, a wholesale energy supply company; Con Edison Development, an infrastructure development company; and Con Edison Communications, a telecommunications infrastructure company and service provider. # # #
Earnings Per Share Year-to-Date 2003 Compared With 2002 ($) - -------------------------------------------------------------------------------------------- ------------ Con Edison of New York: Impact of weather in 2003 on net revenues versus 2002 (estimated) $0.02 Sales, adjusted for weather (estimated) 0.12 Power outage (estimated) (0.03) Regulatory accounting/amortizations (0.03) Reduced net credit for pensions & other post-retirement benefits (0.19) Higher depreciation and property tax expense (0.09) Amortization of divestiture gain in the first quarter of 2002 (0.06) ------------ Total Con Edison of New York (0.26) ------------ Orange and Rockland Utilities (0.02) Unregulated subsidiaries and parent company (0.08) Cumulative effect of changes in accounting principles 0.10 Dilution effect of additional common equity shares issued in May and June (0.04) - -------------------------------------------------------------------------------------------- ------------ Total $(0.30) - -------------------------------------------------------------------------------------------- ------------ CONSOLIDATED EDISON, INC. CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
2003 2002 ----- ---- (Millions of Dollars) OPERATING REVENUES Electric $ 2,237 $ 2,126 Gas 184 156 Steam 95 76 Non-utility 273 181 ----------------- -------------- TOTAL OPERATING REVENUES 2,789 2,539 ----------------- -------------- OPERATING EXPENSES Purchased power 1,220 1,064 Fuel 131 83 Gas purchased for resale 101 75 Other operations 292 224 Maintenance 94 99 Depreciation and amortization 134 126 Taxes, other than income tax 295 301 Income tax 169 181 ----------------- -------------- TOTAL OPERATING EXPENSES 2,436 2,153 ----------------- -------------- OPERATING INCOME 353 386 OTHER INCOME (DEDUCTIONS) Investment income 14 1 Allowance for equity funds used during construction 4 2 Other income 2 2 Other Income deductions (5) (5) Income tax - 10 ----------------- -------------- TOTAL OTHER INCOME (DEDUCTIONS) 15 10 ----------------- -------------- INCOME BEFORE INTEREST CHARGES 368 396 Interest on long-term debt 102 103 Other interest 9 8 Allowance for borrowed funds used during construction (3) (2) ----------------- -------------- NET INTEREST CHARGES 108 109 ----------------- -------------- PREFERRED STOCK DIVIDEND REQUIREMENTS 3 3 ----------------- -------------- NET INCOME FOR COMMON STOCK $ 257 $ 284 ================= ============== EARNINGS PER COMMON SHARE - BASIC $ 1.17 $ 1.34 EARNINGS PER COMMON SHARE - DILUTED $ 1.16 $ 1.33 AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC (IN MILLIONS) 225.0 213.2 AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED (IN MILLIONS) 226.0 214.2 CONSOLIDATED EDISON, INC. UTILITY SALES Electric (thousands of kilowatthours) Total energy delivered in service areas 17,296,651 17,845,544 Gas (dekatherms) Firm sales and transportation 12,429,082 11,897,275 Steam (thousands of pounds) 5,547,996 5,801,011 CONSOLIDATED EDISON, INC. CONSOLIDATED INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
2003 2002 ----- ---- (Millions of Dollars) OPERATING REVENUES Electric $ 5,291 $ 4,827 Gas 1,130 872 Steam 430 289 Non-utility 684 457 ----------------- ---------------- TOTAL OPERATING REVENUES 7,535 6,445 ----------------- ---------------- OPERATING EXPENSES Purchased power 2,990 2,434 Fuel 417 195 Gas purchased for resale 657 425 Other operations 867 692 Maintenance 279 297 Depreciation and amortization 393 369 Taxes, other than income tax 849 837 Income tax 310 352 ----------------- ---------------- TOTAL OPERATING EXPENSES 6,762 5,601 ----------------- ---------------- OPERATING INCOME 773 844 OTHER INCOME (DEDUCTIONS) Investment income 16 1 Allowance for equity funds used during construction 10 8 Other income 13 17 Other Income deductions (13) (19) Income tax 4 26 ----------------- ---------------- TOTAL OTHER INCOME (DEDUCTIONS) 30 33 ----------------- ---------------- INCOME BEFORE INTEREST CHARGES 803 877 Interest on long-term debt 300 296 Other interest 25 27 Allowance for borrowed funds used during construction (8) (3) ----------------- ---------------- NET INTEREST CHARGES 317 320 ----------------- ---------------- PREFERRED STOCK DIVIDEND REQUIREMENTS 8 9 ----------------- ---------------- INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 478 548 CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (NET OF INCOME TAX OF $14 MILLION) - 20 ----------------- ---------------- NET INCOME FOR COMMON STOCK $ 478 $ 528 ================= ================ EARNINGS PER COMMON SHARE - BASIC Before cumulative effect of a change in accounting principle $ 2.18 $ 2.58 Cumulative effect of a change in accounting principle $ - $ 0.10 After cumulative effect of a change in accounting principle $ 2.18 $ 2.48 EARNINGS PER COMMON SHARE - DILUTED Before cumulative effect of a change in accounting principle $ 2.17 $ 2.57 Cumulative effect of a change in accounting principle $ - $ 0.10 After cumulative effect of a change in accounting principle $ 2.17 $ 2.47 AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC (IN MILLIONS) 219.5 212.8 AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED (IN MILLIONS) 220.4 213.9 CONSOLIDATED EDISON, INC. UTILITY SALES Electric (thousands of kilowatthours) Total energy delivered in service areas 45,128,643 45,115,252 Gas (dekatherms) Firm sales and transportation 96,363,795 107,067,531 Steam (thousands of pounds) 20,655,570 18,218,358