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: April 22, 2004
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 I.D. 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 AND REGULATION FD DISCLOSURE
First 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 March 31, 2004 and 2003 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, together with Con Edison and Con Edison of New York, the Companies) were
as follows:
Con Edison Con Edison of New York O&R
(Millions of Dollars) 2004 2003 2004 2003 2004 2003
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Net revenues $1,169 $1,157 $1,029 $1,012 $92 $89
Operating income $255 $257 $230 $229 $19 $21
Net income for common stock $155 $154 $152 $138 $15 $16
The major factors affecting Con Edison and Con Edison of New York's results for
the three months ended March 31, 2004, as compared to the 2003 period, were
higher depreciation and property tax expense and a reduction in the net credits
for pensions and other post-retirement benefits; offset by the effects of sales
growth and the recognition in the 2003 period, but not the 2004 period, of a
provision for refund to customers of electric earnings in excess of a targeted
return. Con Edison's results in the 2004 period reflect lower gross margins on
electric sales by its unregulated subsidiaries and higher interest expense.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99 Press release, dated April 22, 2004, furnished pursuant to Item 12
of Form 8-K.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 22, 2004, Con Edison issued a press release reporting, among other
things, results of operations for first quarter of 2004. Con Edison's condensed
consolidated balance sheets at March 31, 2004 and December 31, 2003 and
consolidated income statements for the three months ended March 31, 2004 and
2003 were attached to the press release. The press release (including its
attachments), 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.
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.
By /s/ EDWARD J. RASMUSSEN
Edward J. Rasmussen
Vice President and Controller
ORANGE AND ROCKLAND UTILITIES, INC.
By /s/ LOUIS M. BEVILACQUA
Louis M. Bevilacqua
Chief Financial Officer and Controller
DATE: April 22, 2004
Media Relations Consolidated Edison, Inc.
212 460 4111 (24 hours) 4 Irving Place
New York, NY 10003
www.conEdison.com
News
FOR IMMEDIATE RELEASE: Contact: Michael Clendenin
April 22, 2004 212-460-4111
CON EDISON, INC. REPORTS 2004 FIRST QUARTER EARNINGS
NEW YORK - Consolidated Edison, Inc. (Con Edison) [NYSE: ED] today reported net
income for common stock for the first quarter of 2004 of $155 million or 69
cents a share, compared with earnings of $154 million or 72 cents a share for
the first quarter of 2003. The company also declared a quarterly dividend of 56
1/2 cents a share on its common stock payable June 15, 2004 to stockholders of
record as of May 12, 2004.
"Con Edison's performance for the first quarter represents a solid start for the
year," said Eugene R. McGrath, chairman and chief executive officer. "The
continuing economic recovery, coupled with anticipated new rates for Con Edison
of New York's electric, gas and steam businesses, will further enhance the
financial strength of the company."
The following table represents an analysis of the major factors affecting basic
earnings per share for the first quarter of 2004 compared with 2003:
Earnings per
Share Variation
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Con Edison of New York:
Revenue:
--------
Impact of weather in 2004 on net revenues versus
2003 (estimated) $(0.02)
Sales growth, normalized for weather (estimated) 0.03
Regulatory accounting 0.04
Expense:
--------
Lower operation and maintenance expense, principally corporate 0.01
Increased pension & other post-retirement benefit costs (0.01)
Higher depreciation and property tax expense (0.03)
Other 0.01
----- ----
Total Con Edison of New York 0.03
----
Orange and Rockland Utilities (0.01)
Unregulated subsidiaries and parent company (0.05)
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Total earnings per share variation $(0.03)
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The earnings per share variations shown above reflect the dilutive effect of a
higher weighted average number of common shares outstanding in the 2004 period
(226 million shares) than in the 2003 period (214 million shares).
For Con Edison of New York, net revenues reflect 6 percent fewer heating degree
days in the electric, gas and steam billing cycles in the first quarter of 2004
as compared with the 2003 period. Delivery volumes adjusted for weather and
billing days more than offset the effect of the weather, with increases of 1.7
percent for electric, 0.9 percent for firm gas and 1.0 percent for steam.
- more -
Con Edison Reports First Quarter Earnings page 2
Con Edison of New York's earnings variances reflect two significant factors. In
2003, provision was made for a refund to customers of electric earnings in
excess of a targeted return, while there was no such provision in 2004. Higher
depreciation and property taxes in 2004 reflect large continuing capital
investment in energy delivery infrastructure.
Regulated utility construction expenditures for 2004 are estimated at $1.2
billion, the same level as 2003. A number of large construction projects are
scheduled for completion this year, including three major substations that will
be on line this summer to meet demand growth. While not entirely covered under
current rate plans, the company expects Con Edison of New York's construction
program to be fully reflected in rates to be set through its current gas and
steam rate proceedings and its upcoming electric proceeding. Capital
expenditures for Orange and Rockland were addressed in its 2003 rate
proceedings.
The performance of the unregulated subsidiaries and parent in the first quarter
of 2004 compared with the 2003 period reflects lower gross margins on electric
sales and higher interest expense.
For the full year 2004, the company confirms its previous forecast of earnings
in the range of $2.60 to $2.80 per share.
Con Edison has filed "shelf" Registration Statements on Form S-3 with the
Securities and Exchange Commission covering $925 million of securities,
including debt, preferred stock and common stock. In addition, Con Edison of New
York and Orange and Rockland have filed registration statements covering $825
million and $200 million of their debt securities, respectively. The form and
amount of securities to be issued by each of the companies will be determined as
the companies continue to review their financing plans. The earnings forecast
shown above does not reflect dilution from any common stock that may be issued
in addition to ongoing issuances under the dividend reinvestment and employee
stock plans.
Refer to the attachments to this press release for the condensed consolidated
balance sheets at March 31, 2004 and December 31, 2003 and the consolidated
income statements for the three months ended March 31, 2004 and 2003.
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 $10 billion in annual revenues and
approximately $21 billion in assets. The company provides a wide range of
energy-related products and services to its customers through the following 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.
# # #
Attachment A
Page 1 of 2
Consolidated Edison, Inc.
CONSOLIDATED BALANCE SHEET (Condensed)
(UNAUDITED)
March 31, 2004 December 31, 2003
-------------- -----------------
(Millions of Dollars)
ASSETS
PLANT, AT ORIGINAL COST
Utility plant - net $ 14,487 $ 14,284
Non-utility plant - net 952 941
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NET PLANT 15,439 15,225
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CURRENT ASSETS
Cash and temporary cash investments 74 67
Accounts receivable - customers, less allowance for uncollectible accounts 795 790
Other receivables, less allowance for uncollectible accounts 268 184
Inventories 132 133
Prepayments 282 98
Other current assets 253 320
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TOTAL CURRENT ASSETS 1,804 1,592
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INVESTMENTS 250 248
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DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
Goodwill 406 406
Intangible assets - net 108 111
Prepaid pension costs 1,303 1,257
Regulatory assets 1,899 1,861
Other deferred charges and noncurrent assets 304 266
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TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS 4,020 3,901
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TOTAL ASSETS* $ 21,513 $ 20,966
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* Con Edison is continuing to review whether, under FASB's revised
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R),
it will be required to deconsolidate its interest in a 237 MW facility
located in Lakewood, New Jersey.
Attachment A
Page 2 of 2
Consolidated Edison, Inc.
CONSOLIDATED BALANCE SHEET (Condensed)
(UNAUDITED)
March 31, 2004 December 31, 2003
-------------- -----------------
(Millions of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholders' equity $ 6,491 $ 6,423
Preferred stock 213 213
Long-term debt 6,987 6,733
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TOTAL CAPITALIZATION 13,691 13,369
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NONCURRENT LIABILITIES
Provision for injuries and damages 202 194
Pension and retiree benefits 222 205
Superfund and other environmental costs 199 193
Other noncurrent liabilities including minority interest 149 157
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TOTAL NONCURRENT LIABILITIES 772 749
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CURRENT LIABILITIES
Long-term debt due within one year 16 166
Notes payable 394 159
Accounts payable 964 905
Customer deposits 227 228
Other current liabilities 342 453
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TOTAL CURRENT LIABILITIES 1,943 1,911
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DEFERRED CREDITS AND REGULATORY LIABILITIES
Deferred income taxes and investment tax credits 3,317 3,172
Regulatory liabilities and other deferred credits 1,790 1,765
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TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES 5,107 4,937
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TOTAL CAPITALIZATION AND LIABILITIES* $ 21,513 $ 20,966
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* See footnote on page 1 of 2 of the Consolidated Balance Sheet.
CONSOLIDATED EDISON, INC. Attachment B
------------------------- Page 1 of 1
CONSOLIDATED INCOME STATEMENT
-----------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)
2004 2003
---- ----
(Millions of Dollars)
Operating revenues
Electric $ 1,539 $ 1,493
Gas 645 620
Steam 235 238
Non-utility 266 219
------ ------
Total operating revenues 2,685 2,570
------ ------
Operating expenses
Purchased power 931 865
Fuel 185 185
Gas purchased for resale 400 363
Other operations and maintenance 390 389
Depreciation and amortization 137 129
Taxes, other than income tax 282 284
Income tax 105 98
------ ------
Total operating expenses 2,430 2,313
------ ------
Operating income 255 257
Other income (deductions)
Investment and other income 12 5
Allowance for equity funds used during construction 6 2
Other deductions (3) (3)
Income tax 2 2
------ ------
Total other income (deductions) 17 6
------ ------
Income before interest expense 272 263
Interest expense, net of amounts capitalized 114 106
------ ------
Income before preferred stock dividends 158 157
------ ------
Preferred stock dividend requirements 3 3
------ ------
Net income for common stock $ 155 $ 154
====== ======
Earnings per common share - Basic $ 0.69 $ 0.72
Earnings per common share - Diluted $ 0.68 $ 0.72
Average number of shares outstanding -
Basic (in Millions) 226.2 214.2
Average number of shares outstanding -
Diluted (in Millions) 227.5 215.1
Consolidated Edison, Inc. utility sales
Electric (thousands of kilowatthours)
Total energy delivered in service areas 14,698,680 14,506,804
Gas (dekatherms)
Firm sales and transportation 57,260,948 59,382,894
Steam (thousands of pounds) 10,613,568 10,672,089