UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Consolidated Edison, Inc., Common Shares ($.10 par value) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 7.01 | Regulation FD Disclosure |
On March 1, 2023, Consolidated Edison, Inc. (“Con Edison”) issued a press release regarding the substantial completion of the divestiture of its subsidiary, Con Edison Clean Energy Businesses, Inc., pursuant to the Purchase and Sale Agreement, dated as of October 1, 2022, between Con Edison, as seller, and RWE Renewables Americas, LLC, as buyer, that was previously reported on Con Edison’s Current Report on Form 8-K, dated October 1, 2022. A copy of the press release is “furnished” as Exhibit 99 to this report pursuant to Item 7.01 of Form 8-K, and the information contained therein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section or deemed to be incorporated by reference into the company’s filings under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 99 | Press Release, dated March 1, 2023, furnished pursuant to Item 7.01 of Form 8-K | |
| Exhibit 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOLIDATED EDISON, INC. | ||||||
| By: | /s/ Joseph Miller | |||||
| Joseph Miller | ||||||
| Vice President, Controller and Chief Accounting Officer | ||||||
Date: March 1, 2023
Exhibit 99
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| Media Relations | Consolidated Edison, Inc. | |||
| 212 460 4111 (24 hours) | 4 Irving Place | |||
| New York, NY 10003 | ||||
| www.conEdison.com |
| FOR IMMEDIATE RELEASE March 1, 2023 |
Contact: Jamie McShane 212-460-4111 |
CON EDISON FINALIZES SALE OF ITS
CLEAN ENERGY BUSINESSES
NEW YORK—Consolidated Edison, Inc. (“Con Edison”) (NYSE:ED) has successfully completed the sale of its wholly-owned subsidiary, Con Edison Clean Energy Businesses, Inc. (the “Clean Energy Businesses”), including the transfer of substantially all of its assets, to RWE Renewables Americas, LLC. The transaction is valued at $6.8 billion.
“Con Edison’s focus is on New York,” said Timothy P. Cawley, Chairman and Chief Executive Officer of Con Edison, Inc. “We are leading the transition to a clean energy future, while maintaining a safe, cost-effective system that delivers world class reliability for our customers.”
Con Edison continues to make significant investments in clean energy transmission projects, building electrification, energy efficiency, electric vehicle infrastructure, battery storage and other technologies. In addition, Con Edison wants to invest in and operate renewable generation in New York.
“To help New York reach its ambitious clean energy goals, we continue to seek state approval of utility-owned renewable generation to benefit our customers and all New Yorkers,” Cawley added.
This press release contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations and not facts. Words such as “forecasts,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” “plans,” “will,” “target,” “guidance,” “potential,” “consider” and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly speak only as of that time.
Consolidated Edison, Inc. is one of the nation’s largest investor-owned energy-delivery companies, with approximately $16 billion in annual revenues and $69 billion in assets. The company provides a wide range of energy-related products and services to its customers through the following subsidiaries: Consolidated Edison Company of New York, Inc. (CECONY), a regulated utility providing electric service in New York City and New York’s Westchester County, gas service in Manhattan, the Bronx, parts of Queens and parts of Westchester, and steam service in Manhattan; Orange and Rockland Utilities, Inc. (O&R), a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey; and Con Edison Transmission, Inc., which falls primarily under the oversight of the Federal Energy Regulatory Commission and through its subsidiaries invests in electric transmission projects supporting its parent company’s effort to transition to clean, renewable energy. Con Edison Transmission manages, through joint ventures, both electric and gas assets while seeking to develop electric transmission projects that will bring clean, renewable electricity to customers, focusing on New York, New England, the Mid-Atlantic states and the Midwest.
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