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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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Form 8-K

 

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Current Report

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report: July 22, 2004

 

Commission File Number		Exact name of registrant as specified in its charter and principal office address and telephone number		State of Incorporation		I.R.S. Employer 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

 

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INFORMATION TO BE INCLUDED IN THE REPORT

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 

99	Press release, dated July 22, 2004, furnished pursuant to Item 12 of Form 8-K.

 

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On July 22, 2004, Con Edison issued a press release reporting, among other things, results of operations for second quarter of 2004. Con Edison’s consolidated balance sheets at June 30, 2004 and December 31, 2003 and consolidated income statements for the three and six months ended June 30, 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.

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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.

 

 

 

DATE: July 22, 2004

		Media Relations 212 460 4111 (24 hours)		Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 www.conEdison.com     News

 

 

FOR IMMEDIATE RELEASE July 22, 2004		Contact: Michael Clendenin 212-460-4111

 

 

CON EDISON, INC. REPORTS 2004 SECOND QUARTER EARNINGS

 

Company Reaffirms 2004 Earnings Projections

 

NEW YORK – Consolidated Edison, Inc. (Con Edison) [NYSE: ED] today reported net income for common stock for the second quarter of 2004 of $86 million or 37 cents a share, compared with earnings of $66 million or 29 cents a share for the second quarter of 2003. The company also declared a quarterly dividend of 56½ cents a share on its common stock payable September 15, 2004 to stockholders of record as of August 11, 2004.

 

“Our solid performance in the second quarter is consistent with our earnings forecast for the year,” said Eugene R. McGrath, chairman and chief executive officer. “In operations, we energized three new substations, the most in three decades. These events were just a part of our preparation for our growing summer peak loads. They also represent another milestone in our multi-billion dollar investment in the most reliable electric system in the country,” he said.

 

The company’s net income for common stock for the first six months of 2004 was $241 million or $1.05 a share compared with $220 million or $1.01 a share for the first six months of 2003.

 

The following table represents an analysis of the major factors affecting basic earnings per share for the second quarter of 2004 compared with 2003:

 

		Earnings per Share Variation
Con Edison of New York:
Impact of weather in 2004 on net revenues versus 2003 (estimated)		$	0.05
Sales growth and other revenue factors (estimated)			0.06
Regulatory accounting			(0.02	)
Higher depreciation and property tax expense			(0.03	)
Lower interest expense on long-term debt			0.01
Other			0.01
Total Con Edison of New York			0.08
Orange and Rockland Utilities			0.01
Con Edison Communications			0.02
Con Edison Development			(0.01	)
Con Edison Energy			—
Con Edison Solutions			(0.03	)
Other (parent and inter-company accounting)			0.01
Total earnings per share variation		$	0.08

 

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CON EDISON EARNINGS		page 2

 

The earnings per share variations shown above include the dilutive effect of a higher weighted average number of common shares outstanding in the 2004 period (234 million shares) than in the 2003 period (219 million shares).

 

The following table represents an analysis of the major factors affecting basic earnings per share for the first six months of 2004 compared with 2003:

 

		Earnings per Share Variation
Con Edison of New York:
Impact of weather in 2004 on net revenues versus 2003 (estimated)		$	0.03
Sales growth and other revenue factors (estimated)			0.06
Regulatory accounting			0.02
Higher depreciation and property tax expense			(0.07	)
Lower interest expense on long-term debt			0.02
Allowance for equity funds used during construction and other income			0.03
Other			0.02
Total Con Edison of New York			0.11
Orange and Rockland Utilities			—
Con Edison Communications			0.03
Con Edison Development			(0.03	)
Con Edison Energy			—
Con Edison Solutions			(0.05	)
Other (parent and inter-company accounting)			(0.02	)
Total earnings per share variation		$	0.04

 

The earnings per share variations shown above include the dilutive effect of a higher weighted average number of common shares outstanding in the 2004 period (231 million shares) than in the 2003 period (217 million shares).

 

For the second quarter and the first six months of 2004, Con Edison of New York’s earnings variances reflect two significant factors. Higher net revenues in 2004 are due primarily to ongoing sales growth and the warm spring weather as compared with spring 2003. There was more than twice the number of cooling degree days in the second quarter of 2004 billing cycles as in the prior period. Higher depreciation and property taxes in 2004 reflect large continuing investments in energy delivery infrastructure.

 

The performance of the unregulated subsidiaries and parent in the second quarter and the first six months of 2004 compared with the 2003 periods reflect lower gross margins on electric sales and higher interest expense.

 

For the full year 2004, the company reaffirms its previous forecast of earnings in the range of $2.50 to $2.70 per share. The forecast reflects increased costs in the second half of the year for pensions and other post-retirement benefits, depreciation and property taxes, and the continued impact of the dilutive effect of common equity issuances. These factors are all addressed in Con Edison of New York’s gas and steam proposed agreements and in the current electric rate proceeding.

 

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CON EDISON EARNINGS		page  3

 

For the three months ended June 30, 2004, amounts of electricity and gas delivered by Con Edison of New York, after adjusting for variations in weather and billing days in the period, increased 1.9 percent and 0.6 percent, respectively, while adjusted steam delivery volumes decreased 1.2 percent, as compared to the 2003 period.

 

For the first six months of 2004, 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, increased 1.8 percent, 0.8 percent and 0.3 percent, respectively, as compared to the 2003 period.

 

During the second quarter of 2004, the company issued 14 million shares of common stock under a public offering, resulting in net proceeds of $513 million.

 

Refer to attachments to this press release for the condensed consolidated balance sheets at June 30, 2004 and December 31, 2003 and the consolidated income statements for the three and six months ended June 30, 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 $22 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, a company that owns and operates generating plants and participates in other infrastructure projects; and Con Edison Communications, a telecommunications infrastructure company and service provider. For additional financial, operations and customer service information, visit Consolidated Edison, Inc.’s Web site at www.conedison.com.

 

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Attachment A

 

CONSOLIDATED EDISON, INC.

CONSOLIDATED BALANCE SHEET (Condensed)

(UNAUDITED)

 

		June 30, 2004			December 31, 2003
		(Millions of Dollars)
ASSETS
PLANT, AT ORIGINAL COST
Utility plant—net		$	14,708		$	14,284
Non-utility plant—net			946			941
NET PLANT			15,654			15,225
CURRENT ASSETS
Cash and temporary cash investments			212			49
Funds held for the redemption of long-term debt			275			—
Accounts receivable—customers, less allowance for uncollectible accounts			694			790
Other receivables, less allowance for uncollectible accounts			297			184
Inventories			126			133
Prepayments			90			98
Other current assets			397			338
TOTAL CURRENT ASSETS			2,091			1,592
INVESTMENTS			253			248
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS
Goodwill			406			406
Intangible assets—net			106			111
Prepaid pension costs			1,348			1,257
Regulatory assets			2,073			1,861
Other deferred charges and noncurrent assets			293			266
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS			4,226			3,901
TOTAL ASSETS		$	22,224		$	20,966
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholders' equity		$	6,994		$	6,423
Preferred stock			213			213
Long-term debt			6,971			6,733
TOTAL CAPITALIZATION			14,178			13,369
NONCURRENT LIABILITIES
Provision for injuries and damages			198			194
Pension and retiree benefits			230			205
Superfund and other environmental costs			200			193
Other noncurrent liabilities including minority interest			150			157
TOTAL NONCURRENT LIABILITIES			778			749
CURRENT LIABILITIES
Long-term debt due within one year			291			166
Notes payable			40			159
Accounts payable			944			905
Customer deposits			234			228
Other current liabilities			419			453
TOTAL CURRENT LIABILITIES			1,928			1,911
DEFERRED CREDITS AND REGULATORY LIABILITIES
Deferred income taxes and investment tax credits			3,412			3,172
Regulatory liabilities and other deferred credits			1,928			1,765
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES			5,340			4,937
TOTAL CAPITALIZATION AND LIABILITIES		$	22,224		$	20,966

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Attachment B

 

CONSOLIDATED EDISON, INC.

CONSOLIDATED INCOME STATEMENT

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2004				2003				2004				2003
		(Millions of Dollars)
Operating revenues
Electric		$	1,531			$	1,561			$	3,070			$	3,054
Gas			283				326				928				946
Steam			93				97				328				334
Non-utility			262				192				528				412
Total operating revenues			2,169				2,176				4,854				4,746
Operating expenses
Purchased power			890				906				1,820				1,770
Fuel			134				102				319				286
Gas purchased for resale			155				193				557				556
Other operations and maintenance			370				370				759				759
Depreciation and amortization			138				130				275				258
Taxes, other than income tax			256				270				538				556
Income tax			44				41				149				141
Total operating expenses			1,987				2,012				4,417				4,326
Operating income			182				164				437				420
Other income (deductions)
Investment and other income			7				8				20				14
Allowance for equity funds used during construction			6				4				12				6
Other deductions			(3	)			(5	)			(6	)			(8	)
Income tax			5				1				6				3
Total other income (deductions)			15				8				32				15
Interest expense
Interest on long-term debt			106				99				214				198
Other interest expense			6				7				16				16
Allowance for borrowed funds used during construction			(4	)			(3	)			(8	)			(5	)
Net interest expense			108				103				222				209
Income before preferred stock dividends of subsidiary			89				69				247				226
Preferred stock dividend requirements of subsidiary			3				3				6				6
Net income for common stock		$	86			$	66			$	241			$	220
Earnings per common share—Basic		$	0.37			$	0.29			$	1.05			$	1.01
Earnings per common share—Diluted		$	0.37			$	0.29			$	1.04			$	1.01
Average number of shares outstanding—Basic (in Millions)			234.0				219.3				230.6				217.1
Average number of shares outstanding—Diluted (in Millions)			234.9				220.3				231.6				218.0
Consolidated Edison, Inc.—Utility sales
Electric (thousands of kilowatthours)
Total energy delivered in service areas			14,101,153				13,325,188				28,799,202				27,831,992
Gas (dekatherms)
Firm sales and transportation			23,246,992				24,582,412				80,583,827				83,985,800
Steam (thousands of pounds)			4,743,702				4,435,485				15,357,270				15,107,574