UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended SEPTEMBER 30, 2009 | ||
OR |
||
¨ |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to |
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. 4 Irving Place, New York, New York 10003 (212) 460-4600 |
New York | 13-3965100 | |||
1-1217 |
Consolidated Edison Company of New York, Inc. 4 Irving Place, New York, New York 10003 (212) 460-4600 |
New York | 13-5009340 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Con Edison | Yes x No ¨ | |||
Con Edison of New York | Yes x No ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Con Edison | Yes x No ¨ | |||
Con Edison of New York | Yes x No ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Con Edison |
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
Con Edison of New York |
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Con Edison | Yes ¨ No x | |||
Con Edison of New York | Yes ¨ No x |
As of October 29, 2009, Con Edison had outstanding 275,491,885 Common Shares ($.10 par value). All of the outstanding common equity of Con Edison of New York is held by Con Edison.
1
Filing Format
This Quarterly Report on Form 10-Q is a combined report being filed separately by two different registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (Con Edison of New York). Con Edison of New York is a subsidiary of Con Edison and, as such, the information in this report about Con Edison of New York also applies to Con Edison. As used in this report, the term the Companies refers to Con Edison and Con Edison of New York. However, Con Edison of New York makes no representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.
2
PAGE | ||||
4 | ||||
PART IFinancial Information |
||||
ITEM 1 |
Financial Statements (Unaudited) |
|||
Con Edison |
||||
6 | ||||
8 | ||||
9 | ||||
10 | ||||
11 | ||||
Con Edison of New York |
||||
12 | ||||
14 | ||||
15 | ||||
16 | ||||
17 | ||||
18 | ||||
ITEM 2 |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
45 | ||
ITEM 3 |
79 | |||
ITEM 4 |
79 | |||
ITEM 4T |
79 | |||
PART IIOther Information |
||||
ITEM 1 |
80 | |||
ITEM 1A |
80 | |||
ITEM 6 |
81 | |||
82 |
3
The following is a glossary of frequently used abbreviations or acronyms that are found in the Companies SEC reports:
Con Edison Companies |
||
Con Edison |
Consolidated Edison, Inc. | |
Con Edison Communications |
Con Edison Communications, LLC | |
Con Edison Development |
Consolidated Edison Development, Inc. | |
Con Edison Energy |
Consolidated Edison Energy, Inc. | |
Con Edison of New York |
Consolidated Edison Company of New York, Inc. | |
Con Edison Solutions |
Consolidated Edison Solutions, Inc. | |
O&R |
Orange and Rockland Utilities, Inc. | |
Pike |
Pike County Light & Power Company | |
RECO |
Rockland Electric Company | |
The Companies |
Con Edison and Con Edison of New York | |
The Utilities |
Con Edison of New York and O&R | |
Regulatory and State Agencies |
||
ALJs |
Administrative Law Judges | |
DEC |
New York State Department of Environmental Conservation | |
EPA |
Environmental Protection Agency | |
FERC |
Federal Energy Regulatory Commission | |
IRS |
Internal Revenue Service | |
ISO-NE |
ISO New England | |
NJBPU |
New Jersey Board of Public Utilities | |
NJDEP |
New Jersey Department of Environmental Protection | |
NYAG |
New York Attorney General | |
NYISO |
New York Independent System Operator | |
NYPA |
New York Power Authority | |
NYSERDA |
New York State Energy Research and Development Authority | |
NYSRC |
New York State Reliability Council | |
PJM |
PJM Interconnection | |
PSC |
New York State Public Service Commission | |
PPUC |
Pennsylvania Public Utility Commission | |
SEC |
Securities and Exchange Commission | |
Other |
||
ABO |
Accumulated Benefit Obligation | |
APB |
Accounting Principles Board | |
AFDC |
Allowance for funds used during construction | |
CO2 |
Carbon dioxide | |
COSO |
Committee of Sponsoring Organizations Treadway Commission | |
DIG |
Derivatives Implementation Group | |
District Court |
The United States District Court for the Southern District of New York | |
dths |
Dekatherms | |
EITF |
Emerging Issues Task Force |
4
Other |
||
EMF |
Electric and magnetic fields | |
ERRP |
East River Repowering Project | |
FASB |
Financial Accounting Standards Board | |
FIN |
FASB Interpretation No. | |
First Quarter Form 10-Q |
The Companies combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 | |
Fitch |
Fitch Ratings | |
Form 10-K |
The Companies combined Annual Report on Form 10-K for the year ended December 31, 2008 | |
FSP |
FASB Staff Position | |
GHG |
Greenhouse gases | |
kV |
Kilovolts | |
kWh |
Kilowatt-hour | |
LILO |
Lease In/Lease Out | |
LTIP |
Long Term Incentive Plan | |
MD&A |
Managements Discussion and Analysis of Financial Condition and Results of Operations | |
mdths |
Thousand dekatherms | |
MGP Sites |
Manufactured gas plant sites | |
mmlbs |
Million pounds | |
Moodys |
Moodys Investors Service | |
MVA |
Megavolt amperes | |
MW |
Megawatts or thousand kilowatts | |
MWH |
Megawatt hour | |
Net T&D Revenues |
Revenue requirement impact resulting from the reconciliation pursuant to Con Edison of New Yorks electric rate agreement of the differences between the actual amount of transmission and distribution utility plant, net of depreciation, to the amount reflected in electric rates | |
NUGs |
Non-utility generators | |
OCI |
Other Comprehensive Income | |
PCBs |
Polychlorinated biphenyls | |
PPA |
Power purchase agreement | |
PRP |
Potentially responsible party | |
S&P |
Standard & Poors Rating Services | |
SFAS |
Statement of Financial Accounting Standards | |
SO2 |
Sulfur dioxide | |
SSCM |
Simplified service cost method | |
Second Quarter Form 10-Q |
The Companies combined Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 | |
Superfund |
Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes | |
Third Quarter Form 10-Q |
The Companies combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 | |
VaR |
Value-at-Risk | |
VIE |
Variable interest entity |
5
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||
(Millions of Dollars) | ||||||
ASSETS |
||||||
UTILITY PLANT, AT ORIGINAL COST |
||||||
Electric |
$ | 18,345 | $ | 17,483 | ||
Gas |
3,896 | 3,696 | ||||
Steam |
1,906 | 1,849 | ||||
General |
1,848 | 1,795 | ||||
TOTAL |
25,995 | 24,823 | ||||
Less: Accumulated depreciation |
5,322 | 5,079 | ||||
Net |
20,673 | 19,744 | ||||
Construction work in progress |
1,254 | 1,109 | ||||
NET UTILITY PLANT |
21,927 | 20,853 | ||||
NON-UTILITY PLANT |
||||||
Non-utility property, less accumulated depreciation of $44 and $40 in 2009 and 2008, respectively |
19 | 20 | ||||
Construction work in progress |
3 | 1 | ||||
NET PLANT |
21,949 | 20,874 | ||||
CURRENT ASSETS |
||||||
Cash and temporary cash investments |
75 | 74 | ||||
Accounts receivablecustomers, less allowance for uncollectible accounts of $67 and $60 in 2009 and 2008, respectively |
1,043 | 1,098 | ||||
Accrued unbilled revenue |
494 | 131 | ||||
Other receivables, less allowance for uncollectible accounts of $5 and $4 in 2009 and 2008, respectively |
216 | 194 | ||||
Fuel oil, at average cost |
30 | 37 | ||||
Gas in storage, at average cost |
208 | 325 | ||||
Materials and supplies, at average cost |
160 | 154 | ||||
Prepayments |
440 | 697 | ||||
Fair value of derivative assets |
169 | 162 | ||||
Recoverable energy costs |
51 | 172 | ||||
Deferred derivative losses |
152 | 288 | ||||
Other current assets |
189 | 37 | ||||
TOTAL CURRENT ASSETS |
3,227 | 3,369 | ||||
INVESTMENTS |
371 | 356 | ||||
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS |
||||||
Goodwill |
416 | 411 | ||||
Intangible assets, less accumulated amortization of $2 in 2009 and 2008 |
4 | 5 | ||||
Regulatory assets |
7,944 | 8,055 | ||||
Other deferred charges and noncurrent assets |
301 | 428 | ||||
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS |
8,665 | 8,899 | ||||
TOTAL ASSETS |
$ | 34,212 | $ | 33,498 |
The accompanying notes are an integral part of these financial statements.
6
Consolidated Edison, Inc.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||
(Millions of Dollars) | ||||||
CAPITALIZATION AND LIABILITIES |
||||||
CAPITALIZATION |
||||||
Common shareholders equity (See Statement of Common Shareholders Equity) |
$ | 9,943 | $ | 9,698 | ||
Preferred stock of subsidiary |
213 | 213 | ||||
Long-term debt |
9,363 | 9,232 | ||||
TOTAL CAPITALIZATION |
19,519 | 19,143 | ||||
NONCURRENT LIABILITIES |
||||||
Obligations under capital leases |
13 | 17 | ||||
Provision for injuries and damages |
175 | 169 | ||||
Pensions and retiree benefits |
4,192 | 4,511 | ||||
Superfund and other environmental costs |
225 | 250 | ||||
Uncertain income taxes |
| 118 | ||||
Asset retirement obligations |
123 | 115 | ||||
Fair value of derivative liabilities |
122 | 120 | ||||
Other noncurrent liabilities |
99 | 79 | ||||
TOTAL NONCURRENT LIABILITIES |
4,949 | 5,379 | ||||
CURRENT LIABILITIES |
||||||
Long-term debt due within one year |
888 | 482 | ||||
Notes payable |
509 | 363 | ||||
Accounts payable |
928 | 1,161 | ||||
Customer deposits |
271 | 265 | ||||
Accrued taxes |
48 | 57 | ||||
Uncertain income taxes |
99 | | ||||
Accrued interest |
192 | 139 | ||||
Accrued wages |
81 | 88 | ||||
Fair value of derivative liabilities |
125 | 192 | ||||
Deferred derivative gains |
14 | 23 | ||||
Deferred income taxesrecoverable energy costs |
21 | 70 | ||||
Other current liabilities |
336 | 365 | ||||
TOTAL CURRENT LIABILITIES |
3,512 | 3,205 | ||||
DEFERRED CREDITS AND REGULATORY LIABILITIES |
||||||
Deferred income taxes and investment tax credits |
5,353 | 4,999 | ||||
Regulatory liabilities |
839 | 737 | ||||
Other deferred credits |
40 | 35 | ||||
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES |
6,232 | 5,771 | ||||
TOTAL CAPITALIZATION AND LIABILITIES |
$ | 34,212 | $ | 33,498 |
The accompanying notes are an integral part of these financial statements.
7
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Millions of Dollars/Except Share Data) | ||||||||||||||||
OPERATING REVENUES |
||||||||||||||||
Electric |
$ | 2,604 | $ | 2,922 | $ | 6,362 | $ | 6,752 | ||||||||
Gas |
208 | 273 | 1,430 | 1,545 | ||||||||||||
Steam |
77 | 111 | 521 | 529 | ||||||||||||
Non-utility |
600 | 552 | 1,445 | 1,758 | ||||||||||||
TOTAL OPERATING REVENUES |
3,489 | 3,858 | 9,758 | 10,584 | ||||||||||||
OPERATING EXPENSES |
||||||||||||||||
Purchased power |
1,338 | 2,016 | 3,543 | 4,670 | ||||||||||||
Fuel |
83 | 179 | 403 | 503 | ||||||||||||
Gas purchased for resale |
89 | 132 | 723 | 871 | ||||||||||||
Other operations and maintenance |
676 | 590 | 1,879 | 1,699 | ||||||||||||
Depreciation and amortization |
200 | 183 | 589 | 531 | ||||||||||||
Taxes, other than income taxes |
418 | 356 | 1,145 | 1,033 | ||||||||||||
Income taxes |
201 | 92 | 378 | 429 | ||||||||||||
TOTAL OPERATING EXPENSES |
3,005 | 3,548 | 8,660 | 9,736 | ||||||||||||
Gain on sale of generation projects |
| 1 | | 261 | ||||||||||||
OPERATING INCOME |
484 | 311 | 1,098 | 1,109 | ||||||||||||
OTHER INCOME (DEDUCTIONS) |
||||||||||||||||
Investment and other income |
3 | 10 | 25 | 79 | ||||||||||||
Allowance for equity funds used during construction |
4 | 2 | 9 | 6 | ||||||||||||
Other deductions |
(3 | ) | (3 | ) | (11 | ) | (13 | ) | ||||||||
Income taxes |
6 | 4 | 9 | (17 | ) | |||||||||||
TOTAL OTHER INCOME (DEDUCTIONS) |
10 | 13 | 32 | 55 | ||||||||||||
INTEREST EXPENSE |
||||||||||||||||
Interest on long-term debt |
148 | 135 | 441 | 379 | ||||||||||||
Other interest |
10 | 6 | 20 | 22 | ||||||||||||
Allowance for borrowed funds used during construction |
(3 | ) | (2 | ) | (6 | ) | (8 | ) | ||||||||
NET INTEREST EXPENSE |
155 | 139 | 455 | 393 | ||||||||||||
INCOME FROM CONTINUING OPERATIONS |
339 | 185 | 675 | 771 | ||||||||||||
INCOME FROM DISCONTINUED OPERATIONS |
||||||||||||||||
Gain on sale of generation projects, net of tax expense of $174 in 2008 |
| | | 270 | ||||||||||||
Income from discontinued operations, net of tax expense of $0 and $3 in 2008 |
| | | 4 | ||||||||||||
TOTAL INCOME FROM DISCONTINUED OPERATIONS |
| | | 274 | ||||||||||||
NET INCOME |
339 | 185 | 675 | 1,045 | ||||||||||||
Preferred stock dividend requirements of subsidiary |
(3 | ) | (3 | ) | (9 | ) | (9 | ) | ||||||||
NET INCOME FOR COMMON STOCK |
$ | 336 | $ | 182 | $ | 666 | $ | 1,036 | ||||||||
EARNINGS PER COMMON SHAREBASIC |
||||||||||||||||
Continuing operations |
$ | 1.22 | $ | 0.66 | $ | 2.43 | $ | 2.79 | ||||||||
Discontinued operations |
| | | 1.01 | ||||||||||||
Net income for common stock |
$ | 1.22 | $ | 0.66 | $ | 2.43 | $ | 3.80 | ||||||||
EARNINGS PER COMMON SHAREDILUTED |
||||||||||||||||
Continuing operations |
$ | 1.22 | $ | 0.66 | $ | 2.42 | $ | 2.79 | ||||||||
Discontinued operations |
| | | 1.00 | ||||||||||||
Net income for common stock |
$ | 1.22 | $ | 0.66 | $ | 2.42 | $ | 3.79 | ||||||||
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK |
$ | 0.59 | $ | 0.585 | $ | 1.77 | $ | 1.755 | ||||||||
AVERAGE NUMBER OF SHARES OUTSTANDINGBASIC (IN MILLIONS) |
275.1 | 273.2 | 274.5 | 272.7 | ||||||||||||
AVERAGE NUMBER OF SHARES OUTSTANDINGDILUTED (IN MILLIONS) |
276.0 | 273.8 | 275.4 | 273.3 |
The accompanying notes are an integral part of these financial statements.
8
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Millions of Dollars) | ||||||||||||||||
NET INCOME |
$ | 339 | $ | 185 | $ | 675 | $ | 1,045 | ||||||||
OTHER COMPREHENSIVE INCOME, NET OF TAXES |
||||||||||||||||
Pension plan liability adjustments, net of taxes of $1 and $3 in 2009 and $1 and $2 in 2008, respectively |
2 | 1 | 5 | 3 | ||||||||||||
Unrealized losses on derivatives qualified as cash flow hedges, net of taxes of $(1) in 2008 |
| | | (1 | ) | |||||||||||
Less: Reclassification adjustment for losses included in net income, net of taxes of $1 and $1 in 2009 and $1 and $0 in 2008 respectively |
1 | 1 | 1 | | ||||||||||||
Less: Reclassification adjustment for unrealized losses included in regulatory assets, net of taxes of $(5) in 2008 |
| | | (8 | ) | |||||||||||
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAXES |
1 | | 4 | 10 | ||||||||||||
COMPREHENSIVE INCOME |
340 | 185 | 679 | 1,055 | ||||||||||||
Preferred stock dividend requirements of subsidiary |
(3 | ) | (3 | ) | (9 | ) | (9 | ) | ||||||||
COMPREHENSIVE INCOME FOR COMMON STOCK |
$ | 337 | $ | 182 | $ | 670 | $ | 1,046 |
The accompanying notes are an integral part of these financial statements.
9
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS EQUITY
(UNAUDITED)
Common Stock | Additional Paid-In Capital |
Retained Earnings |
Treasury Stock | Capital Expense |
Accumulated Other Comprehensive Income/(Loss) |
Total | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||
(Millions of Dollars/Except Share Data) | ||||||||||||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2007 |
272,024,874 | $ | 29 | $ | 4,038 | $ | 6,113 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (43 | ) | $ | 9,076 | |||||||||||
Net income for common stock |
303 | 303 | ||||||||||||||||||||||||||||
Common stock dividends |
(160 | ) | (160 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
476,809 | 21 | 21 | |||||||||||||||||||||||||||
Other comprehensive income |
7 | 7 | ||||||||||||||||||||||||||||
Adjustment for adoption of fair value standard |
17 | 17 | ||||||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2008 |
272,501,683 | $ | 29 | $ | 4,059 | $ | 6,273 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (36 | ) | $ | 9,264 | |||||||||||
Net income for common stock |
552 | 552 | ||||||||||||||||||||||||||||
Common stock dividends |
(162 | ) | (162 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
493,092 | 23 | 23 | |||||||||||||||||||||||||||
Other comprehensive income |
3 | 3 | ||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2008 |
272,994,775 | $ | 29 | $ | 4,082 | $ | 6,663 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (33 | ) | $ | 9,680 | |||||||||||
Net income for common stock |
182 | 182 | ||||||||||||||||||||||||||||
Common stock dividends |
(160 | ) | (160 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
532,679 | 21 | 21 | |||||||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2008 |
273,527,454 | $ | 29 | $ | 4,103 | $ | 6,685 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (33 | ) | $ | 9,723 | |||||||||||
BALANCE AS OF DECEMBER 31, 2008 |
273,721,686 | $ | 29 | $ | 4,112 | $ | 6,685 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (67 | ) | $ | 9,698 | |||||||||||
Net income for common Stock |
180 | 180 | ||||||||||||||||||||||||||||
Common stock dividends |
(162 | ) | (162 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
532,533 | 20 | 20 | |||||||||||||||||||||||||||
Other comprehensive income |
1 | 1 | ||||||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2009 |
274,254,219 | $ | 29 | $ | 4,132 | $ | 6,703 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (66 | ) | $ | 9,737 | |||||||||||
Net income for common stock |
150 | 150 | ||||||||||||||||||||||||||||
Common stock dividends |
(162 | ) | (162 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
584,916 | 21 | 21 | |||||||||||||||||||||||||||
Other comprehensive income |
2 | 2 | ||||||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2009 |
274,839,135 | $ | 29 | $ | 4,153 | $ | 6,691 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (64 | ) | $ | 9,748 | |||||||||||
Net income for common stock |
336 | 336 | ||||||||||||||||||||||||||||
Common stock dividends |
(162 | ) | (162 | ) | ||||||||||||||||||||||||||
Issuance of common sharesdividend reinvestment and employee stock plans |
520,041 | 20 | 20 | |||||||||||||||||||||||||||
Other comprehensive income |
1 | 1 | ||||||||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2009 |
275,359,176 | $ | 29 | $ | 4,173 | $ | 6,865 | 23,210,700 | $ | (1,001 | ) | $ | (60 | ) | $ | (63 | ) | $ | 9,943 |
The accompanying notes are an integral part of these financial statements.
10
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
(Millions of Dollars) | ||||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 675 | $ | 1,045 | ||||
PRINCIPAL NON-CASH CHARGES/(CREDITS) TO INCOME |
||||||||
Depreciation and amortization |
589 | 531 | ||||||
Deferred income taxes |
255 | 337 | ||||||
Rate case amortization and accruals |
(38 | ) | (135 | ) | ||||
Net transmission and distribution reconciliation |
| (48 | ) | |||||
Common equity component of allowance for funds used during construction |
(9 | ) | (6 | ) | ||||
Pre-tax gain on sale of generation projects |
| (704 | ) | |||||
Net derivative losses/(gains) |
(2 | ) | 43 | |||||
Other non-cash items (net) |
(48 | ) | 21 | |||||
CHANGES IN ASSETS AND LIABILITIES |
||||||||
Accounts receivablecustomers, less allowance for uncollectibles |
55 | (40 | ) | |||||
Materials and supplies, including fuel oil and gas in storage |
118 | (173 | ) | |||||
Other receivables and other current assets |
(171 | ) | (104 | ) | ||||
Prepayments |
257 | (690 | ) | |||||
Recoverable energy costs |
102 | 230 | ||||||
Accounts payable |
(168 | ) | (235 | ) | ||||
Pensions and retiree benefits |
(35 | ) | (60 | ) | ||||
Accrued taxes |
(9 | ) | 87 | |||||
Accrued interest |
53 | 19 | ||||||
Deferred charges, noncurrent assets and other regulatory assets |
(9 | ) | (265 | ) | ||||
Deferred credits and other regulatory liabilities |
(118 | ) | 187 | |||||
Other assets |
(4 | ) | 145 | |||||
Other liabilities |
(33 | ) | (135 | ) | ||||
NET CASH FLOWS FROM OPERATING ACTIVITIES |
1,460 | 50 | ||||||
INVESTING ACTIVITIES |
||||||||
Utility construction expenditures |
(1,524 | ) | (1,602 | ) | ||||
Cost of removal less salvage |
(126 | ) | (139 | ) | ||||
Non-utility construction expenditures |
(5 | ) | 2 | |||||
Common equity component of allowance for funds used during construction |
9 | 6 | ||||||
Proceeds from sale of generation projects |
| 1,477 | ||||||
Purchase of ownership interest in Hawkeye lease |
| (12 | ) | |||||
Purchase of ownership interest in Newington SCS |
| (20 | ) | |||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES |
(1,646 | ) | (288 | ) | ||||
FINANCING ACTIVITIES |
||||||||
Net proceeds from/(payments of) short-term debt |
146 | (238 | ) | |||||
Retirement of long-term debt |
(279 | ) | (485 | ) | ||||
Issuance of long-term debt |
750 | 1,250 | ||||||
Issuance of common stock |
25 | 37 | ||||||
Debt issuance costs |
(5 | ) | (10 | ) | ||||
Common stock dividends |
(450 | ) | (458 | ) | ||||
NET CASH FLOWS FROM FINANCING ACTIVITIES |
187 | 96 | ||||||
CASH AND TEMPORARY CASH INVESTMENTS: |
||||||||
NET CHANGE FOR THE PERIOD |
1 | (142 | ) | |||||
BALANCE AT BEGINNING OF PERIOD |
74 | 210 | ||||||
BALANCE AT END OF PERIOD |
$ | 75 | $ | 68 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 377 | $ | 378 | ||||
Income taxes |
$ | 8 | $ | 217 |
The accompanying notes are an integral part of these financial statements.
11
Consolidated Edison Company of New York, Inc.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||
(Millions of Dollars) | ||||||
ASSETS |
||||||
UTILITY PLANT AT ORIGINAL COST |
||||||
Electric |
$ | 17,285 | $ | 16,460 | ||
Gas |
3,457 | 3,273 | ||||
Steam |
1,906 | 1,849 | ||||
General |
1,696 | 1,646 | ||||
TOTAL |
24,344 | 23,228 | ||||
Less: Accumulated depreciation |
4,863 | 4,636 | ||||
Net |
19,481 | 18,592 | ||||
Construction work in progress |
1,191 | 1,051 | ||||
NET UTILITY PLANT |
20,672 | 19,643 | ||||
NON-UTILITY PROPERTY |
||||||
Non-utility property, less accumulated depreciation of $20 and $19 in 2009 and 2008, respectively |
9 | 11 | ||||
NET PLANT |
20,681 | 19,654 | ||||
CURRENT ASSETS |
||||||
Cash and temporary cash investments |
54 | 37 | ||||
Accounts receivablecustomers, less allowance for uncollectible accounts of $60 and $53 in 2009 and 2008, respectively |
898 | 937 | ||||
Other receivables, less allowance for uncollectible accounts of $4 and $3 in 2009 and 2008, respectively |
103 | 127 | ||||
Accrued unbilled revenue |
347 | | ||||
Accounts receivable from affiliated companies |
78 | 272 | ||||
Fuel oil, at average cost |
30 | 37 | ||||
Gas in storage, at average cost |
166 | 261 | ||||
Materials and supplies, at average cost |
148 | 145 | ||||
Prepayments |
361 | 538 | ||||
Fair value of derivative assets |
75 | 71 | ||||
Recoverable energy costs |
| 146 | ||||
Deferred derivative losses |
111 | 247 | ||||
Other current assets |
161 | 22 | ||||
TOTAL CURRENT ASSETS |
2,532 | 2,840 | ||||
INVESTMENTS |
113 | 93 | ||||
DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS |
||||||
Regulatory assets |
7,392 | 7,486 | ||||
Other deferred charges and noncurrent assets |
207 | 342 | ||||
TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS |
7,599 | 7,828 | ||||
TOTAL ASSETS |
$ | 30,925 | $ | 30,415 |
The accompanying notes are an integral part of these financial statements.
12
Consolidated Edison Company of New York, Inc.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2009 | December 31, 2008 | |||||
(Millions of Dollars) | ||||||
CAPITALIZATION AND LIABILITIES |
||||||
CAPITALIZATION |
||||||
Common shareholders equity (See Statement of Common Shareholders Equity) |
$ | 9,118 | $ | 8,991 | ||
Preferred stock |
213 | 213 | ||||
Long-term debt |
8,619 | 8,494 | ||||
TOTAL CAPITALIZATION |
17,950 | 17,698 | ||||
NONCURRENT LIABILITIES |
||||||
Obligations under capital leases |
13 | 17 | ||||
Provision for injuries and damages |
168 | 163 | ||||
Pensions and retiree benefits |
3,771 | 4,059 | ||||
Superfund and other environmental costs |
172 | 196 | ||||
Uncertain income taxes |
| 108 | ||||
Asset retirement obligations |
123 | 115 | ||||
Fair value of derivative liabilities |
24 | 29 | ||||
Other noncurrent liabilities |
65 | 61 | ||||
TOTAL NONCURRENT LIABILITIES |
4,336 | 4,748 | ||||
CURRENT LIABILITIES |
||||||
Long-term debt due within one year |
825 | 475 | ||||
Notes payable |
427 | 253 | ||||
Accounts payable |
718 | 952 | ||||
Accounts payable to affiliated companies |
15 | 26 | ||||
Customer deposits |
256 | 250 | ||||
Accrued taxes |
24 | 41 | ||||
Accrued taxes to affiliated companies |
39 | 25 | ||||
Uncertain income taxes |
89 | | ||||
Accrued interest |
162 | 131 | ||||
Accrued wages |
78 | 80 | ||||
Fair value of derivative liabilities |
28 | 87 | ||||
Deferred derivative gains |
14 | 23 | ||||
Deferred income taxesrecoverable energy costs |
| 59 | ||||
Other current liabilities |
293 | 325 | ||||
TOTAL CURRENT LIABILITIES |
2,968 | 2,727 | ||||
DEFERRED CREDITS AND REGULATORY LIABILITIES |
||||||
Deferred income taxes and investment tax credits |
4,939 | 4,611 | ||||
Regulatory liabilities |
695 | 600 | ||||
Other deferred credits |
37 | 31 | ||||
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES |
5,671 | 5,242 | ||||
TOTAL CAPITALIZATION AND LIABILITIES |
$ | 30,925 | $ | 30,415 |
The accompanying notes are an integral part of these financial statements.
13
Consolidated Edison Company of New York, Inc.
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Millions of Dollars) | ||||||||||||||||
OPERATING REVENUES |
||||||||||||||||
Electric |
$ | 2,395 | $ | 2,670 | $ | 5,865 | $ | 6,162 | ||||||||
Gas |
183 | 242 | 1,259 | 1,366 | ||||||||||||
Steam |
77 | 111 | 521 | 529 | ||||||||||||
TOTAL OPERATING REVENUES |
2,655 | 3,023 | 7,645 | 8,057 | ||||||||||||
OPERATING EXPENSES |
||||||||||||||||
Purchased power |
753 | 1,195 | 2,009 | 2,620 | ||||||||||||
Fuel |
83 | 178 | 404 | 501 | ||||||||||||
Gas purchased for resale |
76 | 110 | 618 | 752 | ||||||||||||
Other operations and maintenance |
573 | 508 | 1,606 | 1,458 | ||||||||||||
Depreciation and amortization |
188 | 172 | 554 | 497 | ||||||||||||
Taxes, other than income taxes |
403 | 341 | 1,101 | 986 | ||||||||||||
Income taxes |
162 | 145 | 338 | 298 | ||||||||||||
TOTAL OPERATING EXPENSES |
2,238 | 2,649 | 6,630 | 7,112 | ||||||||||||
OPERATING INCOME |
417 | 374 | 1,015 | 945 | ||||||||||||
OTHER INCOME (DEDUCTIONS) |
||||||||||||||||
Investment and other income |
8 | 4 | 23 | 18 | ||||||||||||
Allowance for equity funds used during construction |
3 | 2 | 8 | 5 | ||||||||||||
Other deductions |
(3 | ) | (3 | ) | (10 | ) | (10 | ) | ||||||||
Income taxes |
3 | | (1 | ) | (2 | ) | ||||||||||
TOTAL OTHER INCOME (DEDUCTIONS) |
11 | 3 | 20 | 11 | ||||||||||||
INTEREST EXPENSE |
||||||||||||||||
Interest on long-term debt |
134 | 120 | 399 | 347 | ||||||||||||
Other interest |
11 | 6 | 19 | 16 | ||||||||||||
Allowance for borrowed funds used during construction |
(2 | ) | (2 | ) | (6 | ) | (6 | ) | ||||||||
NET INTEREST EXPENSE |
143 | 124 | 412 | 357 | ||||||||||||
NET INCOME |
285 | 253 | 623 | 599 | ||||||||||||
Preferred stock dividend requirements |
(3 | ) | (3 | ) | (8 | ) | (9 | ) | ||||||||
NET INCOME FOR COMMON STOCK |
$ | 282 | $ | 250 | $ | 615 | $ | 590 |
The accompanying notes are an integral part of these financial statements.
14
Consolidated Edison Company of New York, Inc.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, | |||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||
(Millions of Dollars) | ||||||||||||
NET INCOME |
$ | 285 | $ | 253 | $ | 623 | $ | 599 | ||||
OTHER COMPREHENSIVE INCOME, NET OF TAXES |
||||||||||||
Pension plan liability adjustments, net of taxes of $1 in 2009 |
| | 1 | | ||||||||
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAXES |
| | 1 | | ||||||||
COMPREHENSIVE INCOME |
$ | 285 | $ | 253 | $ | 624 | $ | 599 |
The accompanying notes are an integral part of these financial statements.
15
Consolidated Edison Company of New York, Inc.
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS EQUITY
(UNAUDITED)
Common Stock | Additional |
Retained Earnings |
Repurchased Con Edison Stock |
Capital Expense |
Accumulated Other Comprehensive Income/(Loss) |
Total | ||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||
(Millions of Dollars/Except Share Data) | ||||||||||||||||||||||||||||
BALANCE AS OF DECEMBER 31, 2007 |
235,488,094 | $ | 589 | $ | 2,912 | $ | 5,616 | $ | (962 | ) | $ | (60 | ) | $ | (9 | ) | $ | 8,086 | ||||||||||
Net income |
222 | 222 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(139 | ) | (139 | ) | ||||||||||||||||||||||||
Capital contribution by parent |
23 | 23 | ||||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2008 |
235,488,094 | $ | 589 | $ | 2,935 | $ | 5,696 | $ | (962 | ) | $ | (60 | ) | $ | (9 | ) | $ | 8,189 | ||||||||||
Net income |
124 | 124 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(145 | ) | (145 | ) | ||||||||||||||||||||||||
Capital contribution by parent |
26 | 26 | ||||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2008 |
235,488,094 | $ | 589 | $ | 2,961 | $ | 5,672 | $ | (962 | ) | $ | (60 | ) | $ | (9 | ) | $ | 8,191 | ||||||||||
Net income |
253 | 253 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(152 | ) | (152 | ) | ||||||||||||||||||||||||
Capital contribution by parent |
702 | 702 | ||||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2008 |
235,488,094 | $ | 589 | $ | 3,663 | $ | 5,770 | $ | (962 | ) | $ | (60 | ) | $ | (9 | ) | $ | 8,991 | ||||||||||
BALANCE AS OF DECEMBER 31, 2008 |
235,488,094 | $ | 589 | $ | 3,664 | $ | 5,780 | $ | (962 | ) | $ | (60 | ) | $ | (20 | ) | $ | 8,991 | ||||||||||
Net income |
200 | 200 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(163 | ) | (163 | ) | ||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
BALANCE AS OF MARCH 31, 2009 |
235,488,094 | $ | 589 | $ | 3,664 | $ | 5,814 | $ | (962 | ) | $ | (60 | ) | $ | (20 | ) | $ | 9,025 | ||||||||||
Net income |
139 | 139 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(163 | ) | (163 | ) | ||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
BALANCE AS OF JUNE 30, 2009 |
235,488,094 | $ | 589 | $ | 3,664 | $ | 5,787 | $ | (962 | ) | $ | (60 | ) | $ | (20 | ) | $ | 8,998 | ||||||||||
Net income |
285 | 285 | ||||||||||||||||||||||||||
Common stock dividend to parent |
(163 | ) | (163 | ) | ||||||||||||||||||||||||
Cumulative preferred dividends |
(3 | ) | (3 | ) | ||||||||||||||||||||||||
Other comprehensive income |
1 | 1 | ||||||||||||||||||||||||||
BALANCE AS OF SEPTEMBER 30, 2009 |
235,488,094 | $ | 589 | $ | 3,664 | $ | 5,906 | $ | (962 | ) | $ | (60 | ) | $ | (19 | ) | $ | 9,118 |
The accompanying notes are an integral part of these financial statements.
16
Consolidated Edison Company of New York, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended September 30, |
||||||||
2009 | 2008 | |||||||
(Millions of Dollars) | ||||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 623 | $ | 599 | ||||
PRINCIPAL NON-CASH CHARGES/(CREDITS) TO INCOME |
||||||||
Depreciation and amortization |
554 | 497 | ||||||
Deferred income taxes |
222 | 385 | ||||||
Rate case amortization and accruals |
(38 | ) | (135 | ) | ||||
Net transmission and distribution reconciliation |
| (48 | ) | |||||
Common equity component of allowance for funds used during construction |
(8 | ) | (5 | ) | ||||
Other non-cash items (net) |
(46 | ) | 36 | |||||
CHANGES IN ASSETS AND LIABILITIES |
||||||||
Accounts receivablecustomers, less allowance for uncollectibles |
39 | (11 | ) | |||||
Materials and supplies, including fuel oil and gas in storage |
99 | (138 | ) | |||||
Other receivables and other current assets |
(49 | ) | (228 | ) | ||||
Prepayments |
177 | (694 | ) | |||||
Recoverable energy costs |
127 | 201 | ||||||
Accounts payable |
(245 | ) | (55 | ) | ||||
Pensions and retiree benefits |
(22 | ) | (53 | ) | ||||
Accrued taxes |
(3 | ) | 161 | |||||
Accrued interest |
31 | 13 | ||||||
Deferred charges, noncurrent assets and other regulatory assets |
2 | (191 | ) | |||||
Deferred credits and other regulatory liabilities |
(90 | ) | 181 | |||||
Other liabilities |
(47 | ) | (28 | ) | ||||
NET CASH FLOWS FROM OPERATING ACTIVITIES |
1,326 | 487 | ||||||
INVESTING ACTIVITIES |
||||||||
Utility construction expenditures |
(1,454 | ) | (1,532 | ) | ||||
Cost of removal less salvage |
(123 | ) | (139 | ) | ||||
Common equity component of allowance for funds used during construction |
8 | 5 | ||||||
Loan to affiliate |
113 | 55 | ||||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES |
(1,456 | ) | (1,611 | ) | ||||
FINANCING ACTIVITIES |
||||||||
Net proceeds from/(payments of) short-term debt |
174 | (174 | ) | |||||
Retirement of long-term debt |
(275 | ) | (280 | ) | ||||
Issuance of long-term debt |
750 | 1,200 | ||||||
Capital contribution by parent |
| 751 | ||||||
Debt issuance costs |
(5 | ) | (10 | ) | ||||
Dividend to parent |
(489 | ) | (436 | ) | ||||
Preferred stock dividends |
(8 | ) | (9 | ) | ||||
NET CASH FLOWS FROM FINANCING ACTIVITIES |
147 | 1,042 | ||||||
CASH AND TEMPORARY CASH INVESTMENTS: |
||||||||
NET CHANGE FOR THE PERIOD |
17 | (82 | ) | |||||
BALANCE AT BEGINNING OF PERIOD |
37 | 121 | ||||||
BALANCE AT END OF PERIOD |
$ | 54 | $ | 39 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||
Cash paid/(received) during the period for: |
||||||||
Interest |
$ | 356 | $ | 333 | ||||
Income taxes |
$ | 17 | $ | (82 | ) |
The accompanying notes are an integral part of these financial statements.
17
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
General
These combined notes accompany and form an integral part of the separate consolidated financial statements of each of the two separate registrants: Consolidated Edison, Inc. and its subsidiaries (Con Edison) and Consolidated Edison Company of New York, Inc. and its subsidiaries (Con Edison of New York). Con Edison of New York is a subsidiary of Con Edison and as such its financial condition and results of operations and cash flows, which are presented separately in the Con Edison of New York consolidated financial statements, are also consolidated, along with those of Con Edisons other utility subsidiary, Orange and Rockland Utilities, Inc. (O&R), and Con Edisons competitive energy businesses (discussed below) in Con Edisons consolidated financial statements. The term Utilities is used in these notes to refer to Con Edison of New York and O&R.
As used in these notes, the term Companies refers to Con Edison and Con Edison of New York and, except as otherwise noted, the information in these combined notes relates to each of the Companies. However, Con Edison of New York makes no representation as to information relating to Con Edison or the subsidiaries of Con Edison other than itself.
The separate interim consolidated financial statements of each of the Companies are unaudited but, in the opinion of their respective managements, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. The Companies separate interim consolidated financial statements should be read together with their separate audited financial statements (including the combined notes thereto) included in Item 8 of their combined Annual Report on Form 10-K for the year ended December 31, 2008 (the Form 10-K) and their separate unaudited financial statements (including the combined notes thereto) included in Part I, Item 1 of their combined Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2009 (the First Quarter Form 10-Q) and June 30, 2009 (the Second Quarter Form 10-Q). Information in the notes to the consolidated financial statements in the Form 10-K, the First Quarter Form 10-Q and the Second Quarter Form 10-Q referred to in these notes is incorporated by reference herein. The use of terms such as see or refer to shall be deemed to incorporate by reference into these notes the information to which reference is made.
The Companies have, pursuant to the accounting rules for subsequent events, evaluated events or transactions that occurred after September 30, 2009 through the filing with the Securities and Exchange Commission of this Quarterly Report on Form 10-Q for potential recognition or disclosure in the consolidated financial statements.
Certain prior period amounts have been reclassified to conform to the current period presentation. Effective June 2009, the Companies are including receivables purchased from energy supply companies
18
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
within accounts receivablecustomers, and to conform to this presentation, have reclassified receivables purchased from energy supply companies that were included in other receivables at December 31, 2008 ($148 million for Con Edison; $121 million for Con Edison of New York). This reclassification more appropriately reflects the Utilities customer operations practices, policies and procedures. Results for interim periods are not necessarily indicative of results for the entire fiscal year.
Con Edison has two regulated utility subsidiaries: Con Edison of New York and O&R. Con Edison of New York provides electric service and gas service in New York City and Westchester County. The company also provides steam service in parts of Manhattan. O&R, along with its regulated utility subsidiaries, provides electric service in southeastern New York and adjacent areas of northern New Jersey and eastern Pennsylvania and gas service in southeastern New York and adjacent areas of eastern Pennsylvania. Con Edison has the following competitive energy businesses: Consolidated Edison Solutions, Inc. (Con Edison Solutions), a retail energy services company that sells electricity and also offers energy-related services; Consolidated Edison Energy, Inc. (Con Edison Energy), a wholesale energy supply company; and Consolidated Edison Development, Inc. (Con Edison Development), a company that participates in infrastructure projects. During the second quarter of 2008, Con Edison Development and its subsidiary, CED/SCS Newington, LLC, completed the sale of their ownership interests in power generating projects with an aggregate capacity of approximately 1,706 megawatts. See Note N.
Note ASummary of Significant Accounting Policies
Revenues
The Utilities and Con Edison Solutions recognize revenues for electric, gas and steam service on a monthly billing cycle basis. The Utilities defer over a 12-month period net interruptible gas revenues, other than those authorized by the New York State Public Service Commission (PSC) to be retained by the Utilities, for refund to firm gas sales and transportation customers. O&R and Con Edison Solutions accrue revenues at the end of each month for estimated energy service not yet billed to customers. Prior to March 31, 2009, Con Edison of New York did not accrue revenues for estimated energy service not yet billed to customers except for certain unbilled gas revenues accrued in 1989. Effective March 31, 2009, the PSC authorized Con Edison of New York to accrue unbilled electric, gas and steam revenues. The adoption of this accounting for unbilled revenues had no effect on net income. See Note A to the financial statements in Part I, Item 1 of the First Quarter Form 10-Q. Unbilled revenues included in Con Edisons balance sheet at September 30, 2009 and December 31, 2008 were $494 million (including $347 million for Con Edison of New York) and $131 million, respectively.
19
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Earnings Per Common Share
Reference is made to Earnings Per Common Share in Note A to the financial statements included in Item 8 of the Form 10-K. For the three and nine months ended September 30, 2009 and 2008, Con Edisons basic and diluted EPS are calculated as follows:
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, | |||||||||||
(Millions of Dollars, except per share amounts/Shares in Millions) | 2009 | 2008 | 2009 | 2008 | ||||||||
Income for common stock from continuing operations |
$ | 336 | $ | 182 | $ | 666 | $ | 762 | ||||
Income for common stock from discontinued operations, net of tax |
| | | 274 | ||||||||
Net income for common stock |
$ | 336 | $ | 182 | $ | 666 | $ | 1,036 | ||||
Weighted average common shares outstandingBasic |
275.1 | 273.2 | 274.5 | 272.7 | ||||||||
Add: Incremental shares attributable to effect of potentially dilutive securities |
0.9 | 0.6 | 0.9 | 0.6 | ||||||||
Adjusted weighted average common shares outstandingDiluted |
276.0 | 273.8 | 275.4 | 273.3 | ||||||||
EARNINGS PER COMMON SHAREBASIC |
||||||||||||
Continuing operations |
$ | 1.22 | $ | 0.66 | $ | 2.43 | $ | 2.79 | ||||
Discontinued operations |
| | | 1.01 | ||||||||
Net income for common stock |
$ | 1.22 | $ | 0.66 | $ | 2.43 | $ | 3.80 | ||||
EARNINGS PER COMMON SHAREDILUTED |
||||||||||||
Continuing operations |
$ | 1.22 | $ | 0.66 | $ | 2.42 | $ | 2.79 | ||||
Discontinued operations |
| | | 1.00 | ||||||||
Net income for common stock |
$ | 1.22 | $ | 0.66 | $ | 2.42 | $ | 3.79 |
Note BRegulatory Matters
Reference is made to Accounting Policies in Note A and Rate Agreements in Note B to the financial statements included in Item 8 of the Form 10-K and Note B to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.
Rate Agreements
Con Edison of New YorkElectric
For information about Con Edison of New Yorks May 2009 electric rate filing, see Rate AgreementsCon Edison of New YorkElectric in Note B to the financial statements in Part I, Item 1 of the Second Quarter Form 10-Q. In August 2009, the PSC staff submitted testimony supporting an April 2010 electric rate increase of $477 million and, for a three-year rate plan, increases for the rate years beginning April 2011 and 2012 in amounts to be determined to reflect capital expenditures (capped at a level to be set by the PSC), pension and other postretirement benefit costs, and property taxes. In October 2009, the company and PSC staff advised the PSCs administrative law judges for this rate proceeding that there is a high probability of producing a joint proposal that the
20
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
company and the PSC staff would sign and other parties to the proceeding would sign, support or not oppose. Consistent with PSC rules, negotiations for a joint proposal are confidential. There is no assurance that there will be a joint proposal, and any joint proposal would be subject to the approval of the PSC.
The PSCs April 2009 order covering Con Edison of New Yorks electric rates, among other things, provided for the continuation of the collection of a portion (increased, to reflect higher capital costs, from $237 million collected in the rate year ended March 2009 to $254 million for the rate year ending March 2010) of the April 2008 rate increase subject to potential refund to customers following further PSC review and completion of an investigation by the PSC staff of the $1.6 billion of capital expenditures during the April 2005 through March 2008 period covered by the 2005 electric rate agreement for transmission and distribution utility plant that were above the amounts of such expenditures reflected in rates. The portion collected would also be subject to refund in the event the PSC determined that some disallowance of costs the company has recovered is warranted to address potential impacts of alleged unlawful conduct by arrested employees and contractors (see Investigation of Contractor Payments in Note H). The company is unable to estimate the amount, if any, of any refund that might be required and, accordingly, has not established a regulatory liability for a refund.
O&RElectric
In August 2009, Rockland Electric Company (RECO) filed a request with the New Jersey Board of Public Utilities (NJBPU) for a net increase in the rates it charges for electric service, effective May 15, 2010, of $9.8 million. The filing reflects a return on common equity of 11.0 percent and a common equity ratio of 53.6 percent. The filing proposes the continuation of the current provisions with respect to recovery from customers of the cost of purchased power and proposes a reconciliation of actual expenses to amounts reflected in electric rates for pension and other postretirement benefit costs.
Con Edison of New YorkGas and Steam
In June 2009, the PSC approved a Joint Proposal by Con Edison of New York, the PSC Staff and other parties under which, starting in July 2009, a portion of the companys gas and steam revenues ($32 million and $6 million annually, respectively) would be subject to potential refund to customers in the event the PSC determined that some disallowance of costs the company has recovered is warranted to address potential impacts of alleged unlawful conduct by arrested employees and contractors (see Investigation of Contractor Payments in Note H). The company is unable to estimate the amount, if any, of any refund that might be required.
21
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
O&RGas
In October 2009, the PSC adopted the June 2009 Joint Proposal among O&R, PSC staff and other parties. As approved, the Joint Proposal establishes a gas rate plan that covers the three-year period November 1, 2009 through October 31, 2012 and provides for increases in base rates of $9 million in each of the first two years and $4.6 million in the third year, with an additional $4.3 million to be collected though a surcharge in the third rate year. For additional information about the Joint Proposal, see Rate AgreementsO&RGas in Note B to the financial statements in Part I, Item 1 of the Second Quarter Form 10-Q.
22
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Regulatory Assets and Liabilities
Regulatory assets and liabilities at September 30, 2009 and December 31, 2008 were comprised of the following items:
Con Edison | Con Edison of New York | ||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | |||||||||
Regulatory assets |
|||||||||||||
Unrecognized pension and other postretirement costs |
$ | 5,317 | $ | 5,602 | $ | 5,071 | $ | 5,335 | |||||
Future federal income tax |
1,258 | 1,186 | 1,193 | 1,127 | |||||||||
Environmental remediation costs |
391 | 378 | 333 | 315 | |||||||||
Surcharge for New York State Assessment |
193 | | 177 | | |||||||||
Revenue taxes |
116 | 101 | 113 | 99 | |||||||||
Pension and other postretirement benefits deferrals |
106 | 92 | 52 | 38 | |||||||||
Deferred derivative losseslong-term |
84 | 94 | 50 | 54 | |||||||||
Net electric deferrals |
82 | 27 | 82 | 27 | |||||||||
Property tax reconciliation |
76 | 46 | 76 | 46 | |||||||||
O&R transition bond charges |
56 | 59 | | | |||||||||
World Trade Center restoration costs |
41 | 140 | 41 | 140 | |||||||||
Workers compensation |
38 | 38 | 38 | 38 | |||||||||
Gas rate plan deferral |
27 | 30 | 27 | 30 | |||||||||
Other retirement program costs |
12 | 14 | 12 | 14 | |||||||||
Asbestos-related costs |
10 | 10 | 9 | 9 | |||||||||
Unbilled gas revenue |
4 | 44 | 4 | 44 | |||||||||
Recoverable energy costs |
| 42 | | 42 | |||||||||
Other |
133 | 152 | 114 | 128 | |||||||||
Regulatory assets |
7,944 | 8,055 | 7,392 | 7,486 | |||||||||
Deferred derivative lossescurrent |
152 | 288 | 111 | 247 | |||||||||
Recoverable energy costscurrent |
51 | 172 | | 146 | |||||||||
Total Regulatory Assets |
$ | 8,147 | $ | 8,515 | $ | 7,503 | $ | 7,879 | |||||
Regulatory liabilities |
|||||||||||||
Allowance for cost of removal less salvage |
$ | 376 | $ | 378 | $ | 308 | $ | 313 | |||||
Refundable energy costs |
141 | 104 | 84 | 47 | |||||||||
Net unbilled revenue deferrals |
70 | | 70 | | |||||||||
Electric rate case deferral |
38 | | 38 | | |||||||||
Rate case amortizations |
28 | 68 | 28 | 68 | |||||||||
Gain on sale of First Avenue properties |
17 | 30 | 17 | 30 | |||||||||
Other |
169 | 157 | 150 | 142 | |||||||||
Regulatory liabilities |
839 | 737 | 695 | 600 | |||||||||
Deferred derivative gainscurrent |
14 | 23 | 14 | 23 | |||||||||
Total Regulatory Liabilities |
$ | 853 | $ | 760 | $ | 709 | $ | 623 |
23
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Other Regulatory Matters
In August 2009, the PSC released a report on its management audit of the company. The PSC is required to audit New York utilities every five years. The PSC consultant that performed the audit identified areas for improvement, including with respect to the companys construction program, planning and business processes and regulatory relationships. In October 2009, the company filed with the PSC the companys plan to implement the recommendations contained in the report with the PSC.
Note CLong-Term Debt
Reference is made to Note C to the financial statements in Item 8 of the Form 10-K and Note C to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.
Note DShort-Term Borrowing
Reference is made to Note D to the financial statements in Item 8 of the Form 10-K and Note D to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.
At September 30, 2009, Con Edison had $509 million of commercial paper outstanding, $427 million of which was outstanding under Con Edison of New Yorks program. The weighted average interest rate was 0.3 percent for each of Con Edison and Con Edison of New York. At December 31, 2008, Con Edison had $363 million of commercial paper outstanding of which $253 million was outstanding under Con Edison of New Yorks program. The weighted average interest rate was 2.4 percent and 3.2 percent for Con Edison and Con Edison of New York, respectively. At September 30, 2009 and December 31, 2008, no loans were outstanding under the Companies credit agreements and $231 million (including $111 million for Con Edison of New York) and $316 million (including $107 million for Con Edison of New York) of letters of credit were outstanding, respectively.
Note EPension Benefits
Reference is made to Note E to the financial statements in Item 8 of the Form 10-K and Note E to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.
24
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Net Periodic Benefit Cost
The components of the Companies net periodic benefit costs for the three and nine months ended September 30, 2009 and 2008 were as follows:
For the Three Months Ended September 30, |
||||||||||||||||
Con Edison | Con Edison of New York |
|||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Service costincluding administrative expenses |
$ | 40 | $ | 35 | $ | 37 | $ | 33 | ||||||||
Interest cost on projected benefit obligation |
131 | 128 | 123 | 123 | ||||||||||||
Expected return on plan assets |
(173 | ) | (172 | ) | (165 | ) | (169 | ) | ||||||||
Amortization of net actuarial loss |
75 | 48 | 68 | 44 | ||||||||||||
Amortization of prior service costs |
2 | 2 | 2 | 1 | ||||||||||||
NET PERIODIC BENEFIT COST |
$ | 75 | $ | 41 | $ | 65 | $ | 32 | ||||||||
Amortization of regulatory asset* |
1 | 1 | 1 | 1 | ||||||||||||
TOTAL PERIODIC BENEFIT COST |
$ | 76 | $ | 42 | $ | 66 | $ | 33 | ||||||||
Cost capitalized |
(28 | ) | (15 | ) | (25 | ) | (13 | ) | ||||||||
Cost deferred |
(4 | ) | (8 | ) | (3 | ) | (7 | ) | ||||||||
Cost charged to operating expenses |
$ | 44 | $ | 19 | $ | 38 | $ | 13 |
* | Relates to increases in Con Edison of New Yorks pension obligations of $45 million from a 1999 special retirement program. |
For the Nine Months Ended September 30, |
||||||||||||||||
Con Edison | Con Edison of New York |
|||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Service costincluding administrative expenses |
$ | 120 | $ | 104 | $ | 111 | $ | 97 | ||||||||
Interest cost on projected benefit obligation |
393 | 386 | 369 | 364 | ||||||||||||
Expected return on plan assets |
(519 | ) | (518 | ) | (495 | ) | (499 | ) | ||||||||
Amortization of net actuarial loss |
225 | 144 | 204 | 129 | ||||||||||||
Amortization of prior service costs |
6 | 6 | 6 | 5 | ||||||||||||
NET PERIODIC BENEFIT COST |
$ | 225 | $ | 122 | $ | 195 | $ | 96 | ||||||||
Amortization of regulatory asset* |
3 | 3 | 3 | 3 | ||||||||||||
TOTAL PERIODIC BENEFIT COST |
$ | 228 | $ | 125 | $ | 198 | $ | 99 | ||||||||
Cost capitalized |
(82 | ) | (43 | ) | (75 | ) | (36 | ) | ||||||||
Cost deferred |
(40 | ) | (33 | ) | (34 | ) | (35 | ) | ||||||||
Cost charged to operating expenses |
$ | 106 | $ | 49 | $ | 89 | $ | 28 |
* | Relates to increases in Con Edison of New Yorks pension obligations of $33 million from a 1993 special retirement program and $45 million from a 1999 special retirement program. |
Expected Contributions
The Companies are not required under funding regulations and laws to make any contributions to the pension plan during 2009, however, the Companies policy is to fund their accounting cost to the extent tax deductible. During the first nine months of 2009, Con Edison and Con Edison of New York contributed $282 million and $244 million, respectively, to the pension plan. Con Edison of
25
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
New York expects to make discretionary contributions of $6 million to the non-qualified supplemental pension plan during 2009. The Companies are continuing to monitor changes to funding and tax laws that may impact future pension plan funding requirements.
Note FOther Postretirement Benefits
Reference is made to Note F to the financial statements in Item 8 of the Form 10-K and Note F to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.
Net Periodic Benefit Cost
The components of the Companies net periodic postretirement benefit costs for the three and nine months ended September 30, 2009 and 2008 were as follows:
For the Three Months Ended September 30, |
||||||||||||||||
Con Edison | Con Edison of New York |
|||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Service cost |
$ | 5 | $ | 5 | $ | 4 | $ | 3 | ||||||||
Interest cost on accumulated other postretirement benefit obligation |
24 | 24 | 21 | 21 | ||||||||||||
Expected return on plan assets |
(21 | ) | (22 | ) | (20 | ) | (18 | ) | ||||||||
Amortization of net actuarial loss |
18 | 17 | 16 | 15 | ||||||||||||
Amortization of prior service cost |
(3 | ) | (3 | ) | (3 | ) | (4 | ) | ||||||||
Amortization of transition obligation |
1 | 1 | 1 | 1 | ||||||||||||
NET PERIODIC POSTRETIREMENT BENEFIT COST |
$ | 24 | $ | 22 | $ | 19 | $ | 18 | ||||||||
Cost capitalized |
(9 | ) | (8 | ) | (7 | ) | (7 | ) | ||||||||
Cost deferred |
1 | | | (1 | ) | |||||||||||
Cost charged to operating expenses |
$ | 16 | $ | 14 | $ | 12 | $ | 10 |
For the Nine Months Ended September 30, |
||||||||||||||||
Con Edison | Con Edison of New York |
|||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Service cost |
$ | 15 | $ | 15 | $ | 12 | $ | 11 | ||||||||
Interest cost on accumulated other postretirement benefit obligation |
72 | 71 | 63 | 63 | ||||||||||||
Expected return on plan assets |
(63 | ) | (65 | ) | (60 | ) | (57 | ) | ||||||||
Amortization of net actuarial loss |
54 | 51 | 48 | 44 | ||||||||||||
Amortization of prior service cost |
(9 | ) | (9 | ) | (9 | ) | (11 | ) | ||||||||
Amortization of transition obligation |
3 | 3 | 3 | 3 | ||||||||||||
NET PERIODIC POSTRETIREMENT BENEFIT COST |
$ | 72 | $ | 66 | $ | 57 | $ | 53 | ||||||||
Cost capitalized |
(27 | ) | (23 | ) | (22 | ) | (19 | ) | ||||||||
Cost deferred |
| (11 | ) | (2 | ) | (10 | ) | |||||||||
Cost charged to operating expenses |
$ | 45 | $ | 32 | $ | 33 | $ | 24 |
26
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Note GEnvironmental Matters
Superfund Sites
Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of the Utilities and their predecessors and are present at sites and in facilities and equipment they currently or previously owned, including sites at which gas was manufactured or stored.
The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes (Superfund) impose joint and several liability, regardless of fault, upon generators of hazardous substances for investigation and remediation costs (which include costs of demolition, removal, disposal, storage, replacement, containment, and monitoring) and environmental damages. Liability under these laws can be material and may be imposed for contamination from past acts, even though such past acts may have been lawful at the time they occurred. The sites at which the Utilities have been asserted to have liability under these laws, including their manufactured gas plant sites and any neighboring areas to which contamination may have migrated, are referred to herein as Superfund Sites.
For Superfund Sites where there are other potentially responsible parties and the Utilities are not managing the site investigation and remediation, the accrued liability represents an estimate of the amount the Utilities will need to pay to discharge their related obligations. For Superfund Sites (including the manufactured gas plant sites) for which one of the Utilities is managing the investigation and remediation, the accrued liability represents an estimate of the companys share of undiscounted cost to investigate the sites and, for sites that have been investigated in whole or in part, the cost to remediate the sites. Remediation costs are estimated in light of the information available, applicable remediation standards, and experience with similar sites.
The accrued liabilities and regulatory assets related to Superfund Sites at September 30, 2009 and December 31, 2008 were as follows:
Con Edison | Con Edison of New York | ||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | |||||||||
Accrued Liabilities: |
|||||||||||||
Manufactured gas plant sites |
$ | 177 | $ | 207 | $ | 126 | $ | 155 | |||||
Other Superfund Sites |
48 | 43 | 46 | 41 | |||||||||
Total |
$ | 225 | $ | 250 | $ | 172 | $ | 196 | |||||
Regulatory assets |
$ | 391 | $ | 378 | $ | 333 | $ | 315 |
27
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Most of the accrued Superfund Site liability relates to sites that have been investigated, in whole or in part. As investigations progress on these and other sites, the Utilities expect that additional liability will be accrued, the amount of which is not presently determinable but may be material. Under their current rate agreements, the Utilities are permitted to recover or defer as regulatory assets (for subsequent recovery through rates) certain site investigation and remediation costs.
Environmental remediation costs incurred related to Superfund Sites during the three and nine months ended September 30, 2009 and 2008 were as follows:
For the Three Months Ended September 30, | |||||||||||||
Con Edison | Con Edison of New York | ||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | |||||||||
Remediation costs incurred |
$ | 20 | $ | 24 | $ | 20 | $ | 24 | |||||
Insurance recoveries received* |
$ | 3 | | $ | 3 | |
* | Reduced amount deferred for recovery from customers. |
For the Nine Months Ended September 30, | |||||||||||||
Con Edison | Con Edison of New York | ||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | |||||||||
Remediation costs incurred |
$ | 60 | $ | 77 | $ | 59 | $ | 76 | |||||
Insurance recoveries received* |
$ | 3 | | $ | 3 | |
* | Reduced amount deferred for recovery from customers. |
In 2006, Con Edison of New York estimated that for its manufactured gas plant sites, its aggregate undiscounted potential liability for the investigation and remediation of coal tar and/or other manufactured gas plant-related environmental contaminants could range up to $1.1 billion. In 2007, O&R estimated that for its manufactured gas plant sites, each of which has been investigated, the aggregate undiscounted potential liability for the remediation of such contaminants could range up to $115 million. These estimates were based on the assumption that there is contamination at the sites that have not yet been investigated and additional assumptions about these and the other sites regarding the extent of contamination and the type and extent of remediation that may be required. Actual experience may be materially different.
Asbestos Proceedings
Suits have been brought in New York State and federal courts against the Utilities and many other defendants, wherein a large number of plaintiffs sought large amounts of compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos at various premises of the Utilities. The suits that have been resolved, which are many, have been resolved without any payment
28
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
by the Utilities, or for amounts that were not, in the aggregate, material to them. The amounts specified in all the remaining thousands of suits total billions of dollars; however, the Utilities believe that these amounts are greatly exaggerated, based on the disposition of previous claims. In 2008, Con Edison of New York estimated that its aggregate undiscounted potential liability for these suits and additional suits that may be brought over the next 15 years is $9 million. The estimate was based upon a combination of modeling, historical data analysis and risk factor assessment. Actual experience may be materially different. In addition, certain current and former employees have claimed or are claiming workers compensation benefits based on alleged disability from exposure to asbestos. Under its current rate agreements, Con Edison of New York is permitted to defer as regulatory assets (for subsequent recovery through rates) costs incurred for its asbestos lawsuits and workers compensation claims. The accrued liability for asbestos suits and workers compensation proceedings (including those related to asbestos exposure) and the amounts deferred as regulatory assets for the Companies at September 30, 2009 and December 31, 2008 were as follows:
Con Edison | Con Edison of New York | ||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | |||||||||
Accrued liabilityasbestos suits |
$ | 10 | $ | 10 | $ | 9 | $ | 9 | |||||
Regulatory assetsasbestos suits |
$ | 10 | $ | 10 | $ | 9 | $ | 9 | |||||
Accrued liabilityworkers compensation |
$ | 114 | $ | 114 | $ | 108 | $ | 109 | |||||
Regulatory assetsworkers compensation |
$ | 38 | $ | 38 | $ | 38 | $ | 38 |
Note HOther Material Contingencies
Manhattan Steam Main Rupture
In July 2007, a Con Edison of New York steam main located in midtown Manhattan ruptured. It has been reported that one person died and others were injured as a result of the incident. Several buildings in the area were damaged. Debris from the incident included dirt and mud containing asbestos. The response to the incident required the closing of several buildings and streets for various periods. Approximately 100 suits are pending against the company seeking generally unspecified compensatory and, in some cases, punitive damages, for personal injury, property damage and business interruption. The company has not accrued a liability for the suits. The company has notified its insurers of the incident and believes that the policies in force at the time of the incident will cover most of the companys costs, which the company is unable to estimate, but which could be substantial, to satisfy its liability to others in connection with the incident.
Investigation of Contractor Payments
In January 2009, Con Edison of New York commenced an internal investigation relating to the arrests of certain employees and retired employees (most of whom have since been indicted or pleaded guilty)
29
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
for accepting kickbacks from contractors that performed construction work for the company. The company has retained a law firm, which has retained an accounting firm, to assist in the companys investigation. The company is providing information to governmental authorities, which consider the company to be a victim of unlawful conduct, in connection with their investigation of the arrested employees and contractors. The company has terminated its employment of the arrested employees and its contracts with the contractors. In February 2009, the PSC commenced a proceeding that, among other things, will examine the prudence of certain of the companys expenditures relating to the arrests and consider whether additional expenditures should also be examined (see Note B). The company, based upon its evaluation of its internal controls for 2008 and previous years, believes that the controls were effective to provide reasonable assurance that its financial statements have been fairly presented, in all material respects, in conformity with generally accepted accounting principles. Because the companys investigation is ongoing, the company is unable to predict the impact of any of the employees unlawful conduct on the companys internal controls, business, results of operations or financial position.
Permit Non-Compliance and Pollution Discharges
In March 2009, the New York State Department of Environmental Conservation (DEC) issued a proposed Administrative Order on Consent to Con Edison of New York with respect to non-compliance with certain laws, regulations and permit conditions and discharges of pollutants at the companys steam generating facilities. The proposed order effectively institutes a civil enforcement proceeding against the company. In the proposed order, the DEC is seeking, among other things, the companys agreement to pay a penalty in an amount the DEC has not yet specified, retain an independent consultant to conduct a comprehensive audit of the companys generating facilities to determine compliance with federal and New York State environmental laws and regulations and recommend best practices, remove all equipment containing polychlorinated biphenyls from the companys steam and electric facilities, remediate polychlorinated biphenyl contamination, install certain wastewater treatment facilities, and comply with additional sampling, monitoring, and training requirements. The company will seek to resolve this proceeding through a negotiated settlement with the DEC. It is unable to predict the impact of the proceeding on the companys operations or the amount of the penalty and the additional costs, which could be substantial, to comply with the requirements resulting from this proceeding.
Lease In/Lease Out Transactions
In each of 1997 and 1999, Con Edison Development entered into a transaction in which it leased property and then immediately subleased it back to the lessor (termed Lease In/Lease Out, or LILO transactions). The transactions respectively involve electric generating and gas distribution facilities in
30
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
the Netherlands, with a total investment of $259 million. The transactions were financed with $93 million of equity and $166 million of non-recourse, long-term debt secured by the underlying assets. In accordance with the accounting rules for leases, Con Edison is accounting for the two LILO transactions as leveraged leases. Accordingly, the companys investment in these leases, net of non-recourse debt, is carried as a single amount in Con Edisons consolidated balance sheet and income is recognized pursuant to a method that incorporates a level rate of return for those years when net investment in the lease is positive, based upon the after-tax cash flows projected at the inception of the leveraged leases. The companys net investment in these leveraged leases was $(20) million at September 30, 2009 and $(8) million at December 31, 2008 and is comprised of a $235 million gross investment less $255 million of deferred tax liabilities at September 30, 2009 and $235 million gross investment less $243 million of deferred tax liabilities at December 31, 2008.
On audit of Con Edisons tax return for 1997, the Internal Revenue Service (IRS) disallowed the tax losses in connection with the 1997 LILO transaction. In December 2005, Con Edison paid a $0.3 million income tax deficiency asserted by the IRS for the tax year 1997 with respect to the 1997 LILO transaction. In April 2006, the company paid interest of $0.2 million associated with the deficiency and commenced an action in the United States Court of Federal Claims, entitled Consolidated Edison Company of New York, Inc. v. United States, to obtain a refund of this tax payment and interest. A trial was completed in November 2007. In October 2009, the court issued a decision in favor of the company concluding that the 1997 LILO transaction was, in substance, a true lease that possessed economic substance, the loans relating to the lease constituted bona fide indebtedness, and the deductions for the 1997 LILO transactions claimed by the company in its 1997 federal income tax return are allowable. The IRS is entitled to appeal the decision but has not indicated whether or not it will.
In connection with its audit of Con Edisons federal income tax returns for 1998 through 2007, the IRS disallowed $416 million of net tax deductions taken with respect to both of the LILO transactions for the tax years. Con Edison has appealed these audit level disallowances, except for 2002, 2003 and 2004 (which it plans to appeal), with the Appeals Office of the IRS. In connection with its audit of Con Edisons federal income tax return for 2008, the IRS indicated that it intends to disallow $42 million of net tax deductions taken with respect to both of the LILO transactions. If and when this audit level disallowance becomes appealable, Con Edison intends to file an appeal of the disallowance with the Appeals Office of the IRS.
Con Edison believes that its LILO transactions have been correctly reported, and has not recorded any reserve with respect to the disallowance of tax losses, or related interest, in connection with its LILO transactions. Con Edisons estimated tax savings, reflected in its financial statements, from the two
31
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
LILO transactions through September 30, 2009, in the aggregate, was $205 million. If Con Edison were required to repay all or a portion of these amounts, it would also be required to pay interest of up to $55 million net of tax at September 30, 2009.
Pursuant to the accounting rules for leveraged lease transactions, the expected timing of income tax cash flows generated by Con Edisons LILO transactions are required to be reviewed at least annually. If the expected timing of the cash flows is revised, the rate of return and the allocation of income would be recalculated from the inception of the LILO transactions, and the company would be required to recalculate the accounting effect of the LILO transactions, which would result in a charge to earnings that could have a material adverse effect on the companys results of operations.
Guarantees
Con Edison and its subsidiaries enter into various agreements providing financial or performance assurance primarily to third parties on behalf of their subsidiaries. Maximum amounts guaranteed by Con Edison totaled $1.1 billion and $1.6 billion at September 30, 2009 and December 31, 2008, respectively.
A summary, by type and term, of Con Edisons total guarantees at September 30, 2009 is as follows:
Guarantee Type | 0 3 years | 4 10 years | > 10 years | Total | ||||||||
(Millions of Dollars) | ||||||||||||
Commodity transactions |
$ | 681 | $ | 43 | $ | 189 | $ | 913 | ||||
Affordable housing program |
9 | | | 9 | ||||||||
Intra-company guarantees |
30 | | 1 | 31 | ||||||||
Other guarantees |
140 | 27 | | 167 | ||||||||
TOTAL |
$ | 860 | $ | 70 | $ | 190 | $ | 1,120 |
For a description of guarantee types, see Note H to the financial statements in Item 8 of the Form 10-K.
Note IIncome Tax
Reference is made to Note L to the financial statements in Item 8 of the Form 10-K.
In June 2009, Con Edison entered into partial agreements with the IRS to resolve its outstanding issues with the Companies federal income tax returns for 1998 through 2004, other than the tax treatment of Con Edison Developments LILO transactions (see Lease in/Lease Out Transactions in Note H). The partial agreements incorporate the July 2008 closing agreement between Con Edison and the IRS covering the Companies use of the simplified service cost method (SSCM) to deduct construction-related costs in 2002, 2003 and 2004. The partial agreements resulted in tax deficiencies
32
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
of $78 million for tax years 1998, 2000 and 2002, and tax refunds of $39 million for 1999, 2001 and 2003. The partial agreement for 2004 resulted in an increased net operating loss deduction of $19 million, which is being carried forward to the Companies 2005 federal income tax return.
In August 2009, the IRS billed the Companies $109 million ($78 million for the tax liabilities, as provided in the partial agreements, and $31 million for related interest) for 1998, 2000 and 2002. In September 2009, the Companies paid the bills by applying $109 million of a $160 million deposit the Companies made with the IRS in June 2007.
At September 30, 2009, the Companies estimated refunds receivable from the IRS for 1999, 2001 and 2003 ($39 million for Con Edison and Con Edison of New York) and the amount of the Companies remaining funds on deposit with the IRS ($51 million for Con Edison and $47 million for Con Edison of New York) were classified as current assets on their respective consolidated balance sheets.
At September 30, 2009, the Companies estimated liabilities for uncertain tax positions ($99 million for Con Edison and $89 million for Con Edison of New York) were classified as current liabilities on their respective consolidated balance sheets. The Companies reasonably expect to resolve these uncertain tax positions with the IRS in the next 12 months.
Note JFinancial Information by Business Segment
Reference is made to Note N to the financial statements in Item 8 of the Form 10-K.
The financial data for the business segments are as follows:
For the Three Months Ended September 30, | |||||||||||||||||||||||||||||||
Operating revenues |
Inter-segment revenues |
Depreciation and amortization |
Operating income |
||||||||||||||||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||||||
Con Edison of New York |
|||||||||||||||||||||||||||||||
Electric |
$ | 2,395 | $ | 2,670 | $ | 3 | $ | 3 | $ | 149 | $ | 133 | $ | 433 | $ | 369 | |||||||||||||||
Gas |
183 | 242 | 1 | 2 | 24 | 23 | (11 | ) | 8 | ||||||||||||||||||||||
Steam |
77 | 111 | 18 | 18 | 15 | 16 | (5 | ) | (3 | ) | |||||||||||||||||||||
Consolidation adjustments |
| | (22 | ) | (23 | ) | | | | | |||||||||||||||||||||
Total Con Edison of New York |
$ | 2,655 | $ | 3,023 | $ | | $ | | $ | 188 | $ | 172 | $ | 417 | $ | 374 | |||||||||||||||
O&R |
|||||||||||||||||||||||||||||||
Electric |
$ | 209 | $ | 252 | $ | | $ | | $ | 7 | $ | 7 | $ | 26 | $ | 26 | |||||||||||||||
Gas |
26 | 31 | | | 3 | 3 | (2 | ) | (2 | ) | |||||||||||||||||||||
Total O&R |
$ | 235 | $ | 283 | $ | | $ | | $ | 10 | $ | 10 | $ | 24 | $ | 24 | |||||||||||||||
Competitive energy businesses |
$ | 610 | $ | 551 | $ | 2 | $ | 12 | $ | 2 | $ | 1 | $ | 43 | $ | (87 | ) | ||||||||||||||
Other* |
(11 | ) | 1 | (2 | ) | (12 | ) | | | | | ||||||||||||||||||||
Total Con Edison |
$ | 3,489 | $ | 3,858 | $ | | $ | | $ | 200 | $ | 183 | $ | 484 | $ | 311 |
* | Parent company expenses, primarily interest, and consolidation adjustments. Other does not represent a business segment. |
33
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||
Operating revenues |
Inter-segment revenues |
Depreciation and amortization |
Operating income | |||||||||||||||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||||||||
Con Edison of New York |
||||||||||||||||||||||||||||||
Electric |
$ | 5,865 | $ | 6,162 | $ | 9 | $ | 9 | $ | 437 | $ | 383 | $ | 787 | $ | 735 | ||||||||||||||
Gas |
1,259 | 1,366 | 4 | 4 | 73 | 67 | 158 | 153 | ||||||||||||||||||||||
Steam |
521 | 529 | 54 | 56 | 44 | 47 | 70 | 57 | ||||||||||||||||||||||
Consolidation adjustments |
| | (67 | ) | (69 | ) | | | | | ||||||||||||||||||||
Total Con Edison of New York |
$ | 7,645 | $ | 8,057 | $ | | $ | | $ | 554 | $ | 497 | $ | 1,015 | $ | 945 | ||||||||||||||
O&R |
||||||||||||||||||||||||||||||
Electric |
$ | 499 | $ | 590 | $ | | $ | | $ | 22 | $ | 21 | $ | 40 | $ | 42 | ||||||||||||||
Gas |
171 | 179 | | | 9 | 9 | 13 | 12 | ||||||||||||||||||||||
Total O&R |
$ | 670 | $ | 769 | $ | | $ | | $ | 31 | $ | 30 | $ | 53 | $ | 54 | ||||||||||||||
Competitive energy businesses* |
$ | 1,477 | $ | 1,749 | $ | (1 | ) | $ | 16 | $ | 4 | $ | 4 | $ | 31 | $ | 110 | |||||||||||||
Other** |
(34 | ) | 9 | 1 | (16 | ) | | | (1 | ) | | |||||||||||||||||||
Total Con Edison |
$ | 9,758 | $ | 10,584 | $ | | $ | | $ | 589 | $ | 531 | $ | 1,098 | $ | 1,109 |
* | Includes the gain on the sale of Con Edison Developments generation projects within continuing operations. |
** | Parent company expenses, primarily interest, and consolidation adjustments. Other does not represent a business segment. |
Note KDerivative Instruments and Hedging Activities
Under the accounting rules for derivatives and hedging, derivatives are recognized on the balance sheet at fair value, unless an exception is available under the accounting rules. Certain qualifying derivative contracts have been designated as normal purchases or normal sales contracts. These contracts are not reported at fair value under the accounting rules.
The accounting rules for derivatives and hedging were expanded in 2009 to require the Companies to provide users of financial statements with enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under the accounting rules, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The accounting rules require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.
34
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
Energy Price Hedging
Con Edisons subsidiaries hedge market price fluctuations associated with physical purchases and sales of electricity, natural gas, and steam by using derivative instruments including futures, forwards, basis swaps, options, transmission congestion contracts and financial transmission rights contracts. The fair values of these derivative instruments at September 30, 2009 and December 31, 2008 were as follows:
Con Edison | Con Edison of New York |
|||||||||||||||
(Millions of Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Fair value of net derivative assets/(liabilities)gross |
$ | (256 | ) | $ | (428 | ) | $ | (89 | ) | $ | (259 | ) | ||||
Impact of netting of cash collateral |
229 | 322 | 113 | 224 | ||||||||||||
Fair value of net derivative assets/(liabilities)net |
$ | (27 | ) | $ | (106 | ) | $ | 24 | $ | (35 | ) |
Credit Exposure
The Companies are exposed to credit risk related to transactions entered into primarily for the various energy supply and hedging activities by the Utilities and the competitive energy businesses. The Companies use credit policies to manage this risk, including an established credit approval process, monitoring of counterparty limits, netting provisions within agreements, collateral or prepayment arrangements, credit insurance and credit default swaps.
At September 30, 2009, Con Edison and Con Edison of New York had $242 million and $43 million of credit exposure in connection with energy supply and hedging activities, net of collateral, respectively. Con Edisons net credit exposure consisted of $156 million with investment-grade counterparties and $86 million with commodity exchange brokers or independent system operators. Con Edison of New Yorks net credit exposure consisted of $3 million with investment-grade counterparties and $40 million with commodity exchange brokers.
Economic Hedges
The Companies enter into derivative instruments that do not qualify or are not designated as hedges under the accounting rules for derivatives and hedging. However, management believes these instruments represent economic hedges that mitigate exposure to fluctuations in commodity prices.
35
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
The fair values of the Companies commodity derivatives at September 30, 2009 were:
Fair Value of Commodity Derivatives(a) | ||||||||||
(Millions of Dollars) | Balance Sheet Location | Con Edison | Con Edison of New York |
|||||||
Asset Derivatives | ||||||||||
Current |
Fair value of derivative assets | $ | 313 | $ | 51 | |||||
Long term |
Other deferred charges and non-current assets | 137 | 41 | |||||||
Total asset derivatives |
$ | 450 | $ | 92 | ||||||
Impact of netting |
(242 | ) | (16 | ) | ||||||
Net asset derivatives |
$ | 208 | $ | 76 | ||||||
Liability Derivatives | ||||||||||
Current |
Fair value of derivative liabilities | $ | 497 | $ | 112 | |||||
Long term |
Fair value of derivative liabilities | 209 | 69 | |||||||
Total liability derivatives |
$ | 706 | $ | 181 | ||||||
Impact of netting |
(471 | ) | (129 | ) | ||||||
Net liability derivatives |
$ | 235 | $ | 52 |
(a) | Qualifying derivative contracts, which have been designated as normal purchases or normal sales contracts, are not reported at fair value under the accounting rules for derivatives and hedging and, therefore, are excluded from the table. |
The Utilities generally recover all of their prudently incurred fuel, purchased power and gas cost, including hedging gains and losses, in accordance with rate provisions approved by the applicable state utility commissions. See Recoverable Energy Costs in Note A to the financial statements in Item 8 of the Form 10-K. In accordance with the accounting rules for regulated operations, the Utilities record a regulatory asset or liability to defer recognition of unrealized gains and losses on their electric and gas derivatives. As gains and losses are realized in future periods, they will be recognized as purchased power, gas and fuel costs in the Companies consolidated income statements. Con Edisons competitive energy businesses record realized and unrealized gains and losses on their derivative contracts in earnings in the reporting period in which they occur.
36
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) CONTINUED
The following table presents the changes in the fair values of commodity derivatives that have been deferred or recognized in earnings for the three and nine months ended September 30, 2009:
Realized and Unrealized Gains/(Losses) on Commodity Derivatives(a) Deferred or Recognized in Income for the Three Months Ended September 30, 2009 |
||||||||||
(Millions of Dollars) | Balance Sheet Location | Con Edison | Con Edison of New York |
|||||||
Pre-tax gains/(losses) deferred in accordance with accounting rules for regulated operations: |
||||||||||
Current |
Deferred derivative gains | $ | 4 | $ | 4 | |||||
Long term |
Regulatory liabilities | 2 | | |||||||
Total deferred gains |