CONSOLIDATED EDISON INC [ED] Filings

10-Q 1 ed-20210930.htm 10-Q ed-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2021


☐			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 executive office address and telephone number					State of Incorporation	I.R.S. Employer ID. Number
1-14514	Consolidated Edison, Inc.					New York	13-3965100
	4 Irving Place,		New York,	New York	10003
	(212)	460-4600
1-1217	Consolidated Edison Company of New York, Inc.					New York	13-5009340
	4 Irving Place,		New York,	New York	10003
	(212)	460-4600

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.,

New York Stock Exchange

Common Shares ($.10 par value)

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.


Consolidated Edison, Inc. (Con Edison)	Yes	☒	No ☐
Consolidated Edison Company of New York, Inc. (CECONY)	Yes	☒	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).


Con Edison	Yes	☒	No ☐
CECONY	Yes	☒	No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Con Edison

Large accelerated filer

☒

Accelerated filer ☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

CECONY

Large accelerated filer

☐

Accelerated filer ☐

Non-accelerated filer

☒

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Con Edison

Yes

☐

☒

CECONY

Yes

☐

☒

As of October 31, 2021, Con Edison had outstanding 353,748,736 Common Shares ($.10 par value). All of the outstanding common equity of CECONY is held by Con Edison.

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. (CECONY). CECONY is a wholly-owned subsidiary of Con Edison and, as such, the information in this report about CECONY also applies to Con Edison. As used in this report, the term the “Companies” refers to Con Edison and CECONY. However, CECONY makes no representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.

Glossary of Terms

The following is a glossary of abbreviations or acronyms that are used in the Companies’ SEC reports:


Con Edison Companies
Con Edison						Consolidated Edison, Inc.
CECONY						Consolidated Edison Company of New York, Inc.
Clean Energy Businesses						Con Edison Clean Energy Businesses, Inc., together with its subsidiaries
Con Edison Transmission						Con Edison Transmission, Inc., together with its subsidiaries
CET Electric						Consolidated Edison Transmission, LLC
CET Gas						Con Edison Gas Pipeline and Storage, LLC
O&R						Orange and Rockland Utilities, Inc.
RECO						Rockland Electric Company
The Companies						Con Edison and CECONY
The Utilities						CECONY and O&R

Regulatory Agencies, Government Agencies and Other Organizations
CPUC						California Public Utilities Commission
EPA						U.S. Environmental Protection Agency
FASB						Financial Accounting Standards Board
FERC						Federal Energy Regulatory Commission
IASB						International Accounting Standards Board
IRS						Internal Revenue Service
NERC						North American Electric Reliability Corporation
NJBPU						New Jersey Board of Public Utilities
NJDEP						New Jersey Department of Environmental Protection
NYISO						New York Independent System Operator
NYPA						New York Power Authority
NYSDEC						New York State Department of Environmental Conservation
NYSDPS						New York State Department of Public Service
NYSERDA						New York State Energy Research and Development Authority
NYSPSC						New York State Public Service Commission
NYSRC						New York State Reliability Council, LLC
PHMSA						U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration
PJM						PJM Interconnection LLC
SEC						U.S. Securities and Exchange Commission

Accounting
AFUDC						Allowance for Funds Used During Construction
ASU						Accounting Standards Update
GAAP						Generally Accepted Accounting Principles in the United States of America
HLBV						Hypothetical Liquidation at Book Value
NOL						Net Operating Loss
OCI						Other Comprehensive Income
VIE						Variable Interest Entity


Environmental
CO2						Carbon dioxide
GHG						Greenhouse gases
MGP Sites						Manufactured gas plant sites
PCBs						Polychlorinated biphenyls
PRP						Potentially responsible party
RGGI						Regional Greenhouse Gas Initiative
Superfund						Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes

Units of Measure
AC						Alternating current
Bcf						Billion cubic feet
Dt						Dekatherms
kV						Kilovolt
kWh						Kilowatt-hour
MDt						Thousand dekatherms
MMlb						Million pounds
MVA						Megavolt ampere
MW						Megawatt or thousand kilowatts
MWh						Megawatt hour

Other
AMI						Advanced metering infrastructure
CARES Act						Coronavirus Aid, Relief, and Economic Security Act, as enacted on March 27, 2020
COSO						Committee of Sponsoring Organizations of the Treadway Commission
COVID-19						Coronavirus Disease 2019
DER						Distributed energy resources
Fitch						Fitch Ratings
First Quarter Form 10-Q						The Companies' combined Quarterly Report on Form 10-Q for the quarterly period ended March 31 of the current year
Second Quarter Form 10-Q						The Companies' combined Quarterly Report on Form 10-Q for the quarterly period ended June 30 of the current year
Third Quarter Form 10-Q						The Companies' combined Quarterly Report on Form 10-Q for the quarterly period ended September 30 of the current year
Form 10-K						The Companies’ combined Annual Report on Form 10-K for the year ended December 31, 2020
LTIP						Long Term Incentive Plan
Moody’s						Moody’s Investors Service, Inc.
REV						Reforming the Energy Vision
S&P						S&P Global Ratings
TCJA						The federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017
VaR						Value-at-Risk

TABLE OF CONTENTS


		PAGE
PART I—Financial Information
ITEM 1	Financial Statements (Unaudited)
	Con Edison
	Consolidated Income Statement	7
	Consolidated Statement of Comprehensive Income	8
	Consolidated Statement of Cash Flows	9
	Consolidated Balance Sheet	10
	Consolidated Statement of Equity	12
	CECONY
	Consolidated Income Statement	14
	Consolidated Statement of Comprehensive Income	15
	Consolidated Statement of Cash Flows	16
	Consolidated Balance Sheet	17
	Consolidated Statement of Shareholder’s Equity	19
	Notes to the Financial Statements (Unaudited)	20
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	94
ITEM 4	Controls and Procedures	94
PART II—Other Information		95
ITEM 1	Legal Proceedings	95
ITEM 1A	Risk Factors	95
ITEM 6	Exhibits	95
	Signatures	96

FORWARD-LOOKING STATEMENTS

This report 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 expectation and not facts. Words such as “forecasts,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” “plans,” “will,” "target," "guidance" 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. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to:

•the Companies are extensively regulated and are subject to penalties;

•the Utilities’ rate plans may not provide a reasonable return;

•the Companies may be adversely affected by changes to the Utilities’ rate plans;

•the failure of, or damage to, the Companies’ facilities could adversely affect the Companies;

•a cyber attack could adversely affect the Companies;

•the failure of processes and systems and the performance of employees and contractors could adversely affect the Companies;

•the Companies are exposed to risks from the environmental consequences of their operations, including increased costs related to climate change;

•a disruption in the wholesale energy markets or failure by an energy supplier or customer could adversely affect the Companies;

•the Companies have substantial unfunded pension and other postretirement benefit liabilities;

•Con Edison’s ability to pay dividends or interest depends on dividends from its subsidiaries;

•the Companies require access to capital markets to satisfy funding requirements;

•changes to tax laws could adversely affect the Companies;

•the Companies’ strategies may not be effective to address changes in the external business environment;

•the Companies face risks related to health epidemics and other outbreaks, including the COVID-19 pandemic; and

•the Companies also face other risks that are beyond their control, including inflation and supply chain disruptions.

The Companies assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Consolidated Edison, Inc.

CONSOLIDATED INCOME STATEMENT (UNAUDITED)


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(Millions of Dollars/Except Share Data)	2021	2020	2021	2020
OPERATING REVENUES
Electric	$2,952	$2,770	$7,180	$6,660
Gas	341	289	1,907	1,673
Steam	55	51	393	385
Non-utility	265	223	781	568
TOTAL OPERATING REVENUES	3,613	3,333	10,261	9,286
OPERATING EXPENSES
Purchased power	548	503	1,448	1,192
Fuel	44	24	166	124
Gas purchased for resale	83	55	461	364
Other operations and maintenance	849	736	2,443	2,116
Depreciation and amortization	512	482	1,511	1,428
Taxes, other than income taxes	727	673	2,103	1,915
TOTAL OPERATING EXPENSES	2,763	2,473	8,132	7,139


OPERATING INCOME	850	860	2,129	2,147
OTHER INCOME (DEDUCTIONS)
Investment income (loss)	5	27	(180)	78
Other income	5	8	19	15
Allowance for equity funds used during construction	5	2	15	12
Other deductions	(37)	(50)	(113)	(177)
TOTAL OTHER INCOME (DEDUCTIONS)	(22)	(13)	(259)	(72)
INCOME BEFORE INTEREST AND INCOME TAX EXPENSE	828	847	1,870	2,075
INTEREST EXPENSE
Interest on long-term debt	235	227	693	685
Other interest	(2)	4	(15)	122
Allowance for borrowed funds used during construction	(1)	(5)	(9)	(10)
NET INTEREST EXPENSE	232	226	669	797
INCOME BEFORE INCOME TAX EXPENSE	596	621	1,201	1,278
INCOME TAX EXPENSE	127	119	194	183
NET INCOME	469	502	1,007	1,095
Income (loss) attributable to non-controlling interest	(69)	9	(115)	37
NET INCOME FOR COMMON STOCK	$538	$493	$1,122	$1,058
Net income per common share—basic	$1.52	$1.47	$3.23	$3.17
Net income per common share—diluted	$1.52	$1.47	$3.23	$3.16
AVERAGE NUMBER OF SHARES OUTSTANDING—BASIC (IN MILLIONS)	353.4	334.5	346.8	334.1
AVERAGE NUMBER OF SHARES OUTSTANDING—DILUTED (IN MILLIONS)	354.1	335.4	347.5	335.0

The accompanying notes are an integral part of these financial statements.

Consolidated Edison, Inc.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended September 30,		Nine Months Ended September 30,
(Millions of Dollars)	2021	2020	2021	2020
NET INCOME	$469	$502	$1,007	$1,095
LOSS/(INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTEREST	69	(9)	115	(37)
OTHER COMPREHENSIVE INCOME, NET OF TAXES
Pension and other postretirement benefit plan liability adjustments, net of taxes	2	2	8	7
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAXES	2	2	8	7
COMPREHENSIVE INCOME	$540	$495	$1,130	$1,065

The accompanying notes are an integral part of these financial statements.

Consolidated Edison, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


	For the Nine Months Ended September 30,
(Millions of Dollars)	2021	2020
OPERATING ACTIVITIES
Net income	$1,007	$1,095
PRINCIPAL NON-CASH CHARGES/(CREDITS) TO INCOME
Depreciation and amortization	1,511	1,428
Investment loss/impairment	211	—
Deferred income taxes	167	184
Rate case amortization and accruals	(14)	(30)
Common equity component of allowance for funds used during construction	(15)	(12)
Net derivative losses/(gains)	(26)	80
Unbilled revenue and net unbilled revenue deferrals	(72)	29


Other non-cash items, net	108	43
CHANGES IN ASSETS AND LIABILITIES
Accounts receivable – customers	(387)	(322)
Allowance for uncollectible accounts – customers	165	48
Materials and supplies, including fuel oil and gas in storage	(50)	(1)
Revenue decoupling mechanism receivable	(56)	(52)
Other receivables and other current assets	81	(32)
Taxes receivable	18	(6)
Prepayments	(576)	(517)
Accounts payable	(15)	19
Pensions and retiree benefits obligations	237	181
Pensions and retiree benefits contributions	(467)	(474)
Accrued taxes	(27)	13
Accrued interest	126	102
Superfund and environmental remediation costs	(12)	(8)
Distributions from equity investments	18	29
System benefit charge	3	(56)
Deferred charges, noncurrent assets and other regulatory assets	(705)	(443)
Deferred credits and other regulatory liabilities	578	35
Other current and noncurrent liabilities	(96)	35
NET CASH FLOWS FROM OPERATING ACTIVITIES	1,712	1,368
INVESTING ACTIVITIES
Utility construction expenditures	(2,697)	(2,346)
Cost of removal less salvage	(242)	(216)
Non-utility construction expenditures	(289)	(414)
Investments in electric and gas transmission projects	(16)	—
Investments in/acquisitions of renewable electric production projects	—	(24)
Proceeds from sale of assets	614	—
Divestiture of renewable electric projects, net	183	—
Other investing activities	10	16
NET CASH FLOWS USED IN INVESTING ACTIVITIES	(2,437)	(2,984)
FINANCING ACTIVITIES
Net issuance of short-term debt	(834)	137
Issuance of long-term debt	1,979	1,675
Retirement of long-term debt	(1,904)	(463)
Debt issuance costs	(30)	(25)
Common stock dividends	(768)	(731)
Issuance of common shares - public offering	775	88
Issuance of common shares for stock plans	45	43
Distribution to noncontrolling interest	(15)	(11)
Sale of equity interest	256	—

NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES	(496)	713
CASH, TEMPORARY CASH INVESTMENTS, AND RESTRICTED CASH:
NET CHANGE FOR THE PERIOD	(1,221)	(903)
BALANCE AT BEGINNING OF PERIOD	1,436	1,217
BALANCE AT END OF PERIOD	$215	$314


SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
Cash paid/(received) during the period for:
Interest	$565	$583
Income taxes	$(9)	$31
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Construction expenditures in accounts payable	$388	$432
Issuance of common shares for dividend reinvestment	$37	$36