ED 8-K Current Reports

Consolidated Edison 8-K Report, Financial Results (Nov 5, 2026)

Consolidated Edison, Inc. (Con Edison) reported its third quarter and year-to-date financial results for 2026. The company announced net income of $766 million, or $2.07 per share, for the third quarter of 2026, an increase from the $688 million, or $1.91 per share, reported in the same period of 2025. Adjusted earnings per share also saw a slight increase to $2.07 compared to $1.90 in the prior year's third quarter, after excluding certain one-time items. For the first nine months of 2026, Con Edison reported net income of $1,998 million, or $5.44 per share, up from $1,726 million, or $4.84 per share, in the first nine months of 2025. The company also reiterated its full-year 2026 adjusted earnings per share guidance, now projected to be between $6.05 and $6.15, narrowing the previous range. Key drivers for operational performance include higher electric rate base, increased income from the allowance for equity funds used during construction, and lower operation and maintenance expenses for CECONY, partially offset by the dilutive effect of common share issuances.

Nov 5, 2026 8-K

Consolidated Edison 8-K Report, Corporate Update (Sep 4, 2026)

Consolidated Edison Company of New York, Inc. (CECONY), a subsidiary of Consolidated Edison, Inc. (ED), has entered into a joint proposal with the New York State Department of Public Service (NYSDPS) and other parties regarding a new steam rate plan. This proposal covers the three-year period from November 1, 2026, to October 31, 2029, and is subject to approval by the New York State Public Service Commission (NYSPSC). The Joint Proposal outlines planned base rate increases totaling $13 million in Year 1, $42 million in Year 2, and $39 million in Year 3. While these are the base rate changes, the company expects a consistent total bill impact of 3.5% each year, amounting to approximately $26.6 million, $27.5 million, and $28.5 million, respectively, with new rates effective November 1, 2026. The plan also includes provisions for capital expenditures, amortization of regulatory assets, and the continuation of key mechanisms like weather normalization and cost recovery for purchased power and fuel. Importantly, it introduces negative revenue adjustments for performance targets related to service, reliability, and safety, with potential charges escalating from $4.3 million to $4.7 million annually.

Sep 4, 2026 8-K

Consolidated Edison 8-K Report, Financial Results (Aug 6, 2026)

Consolidated Edison reported second-quarter 2026 GAAP net income for common stock of $308 million, or $0.83 per share, up from $246 million, or $0.68 per share, in the second quarter of 2025. Adjusted EPS (non-GAAP) was $0.83 versus $0.67 a year earlier, and the increase was driven mainly by higher electric and gas rate base at CECONY and the timing of billing for rate increases. Year-to-date GAAP EPS was $3.37 and adjusted EPS was $3.00, compared with $2.93 and $2.91 in the first half of 2025. The year-to-date GAAP figure is inflated by a $189 million pre-tax gain on the sale of Con Edison's MVP equity interest, which is excluded from adjusted results. Management reaffirmed full-year 2026 adjusted EPS guidance of $6.00 to $6.20. The company stated that year-to-date results are in line with expectations. Guidance excludes the MVP gain (about $(0.37) per share after tax), MVP basis accretion, strategic-review transaction costs, and HLBV effects, which will be determined at year-end. Regulatory developments were mixed: New Jersey approved a RECO electric rate increase at a 9.60% ROE, and New York's Chapter 58 introduces affordability-focused constraints on future rate filings starting in 2027. Con Edison also raised capital through equity forward settlements, a $3.5 billion revolving credit facility, and a $1.3 billion CECONY debt issuance. For investors, the quarter shows steady regulated growth with a constructive rate framework, but the outlook depends on several items. These include the timing of the MVP sale and transaction costs, continued equity issuance (planned up to $1.1 billion in 2026), the new New York affordability regime, and a negative Moody's outlook on Con Edison and CECONY. The company also has a 4.4% dividend increase and a quarterly dividend of $0.8875 declared July 16, 2026.

Aug 6, 2026 8-K

Consolidated Edison 8-K Report, Executive Changes (Jul 2, 2026)

Consolidated Edison, Inc. (NYSE: ED) filed an 8-K on July 2, 2026 to report a board appointment rather than a financial or operational event. Under Item 5.02, Tali Farhadian Weinstein was elected to the boards of both Consolidated Edison, Inc. and Consolidated Edison Company of New York, Inc., effective July 1, 2026. She was assigned to the Safety, Environment, Operations and Sustainability Committee and the Corporate Governance and Nominating Committee, and she will receive director compensation as described in the company's 2026 proxy statement filed April 8, 2026. The filing contains no financial results, guidance, or disclosure of material operational changes, so it has limited direct impact on near-term earnings or valuation. The appointment is best viewed as a governance update. Ms. Farhadian brings legal, prosecutorial, and regulatory experience, which may be relevant to a regulated utility operating in New York under heavy public-utility oversight. Her appointment also places a new director on the committees that oversee safety, operations, and governance, areas that matter to investors in a utility with a large urban footprint. Investors should note that Ms. Farhadian is scheduled to become CEO of the Museum of Jewish Heritage in September 2026. The filing and press release present this as a non-conflicting outside role, but investors may wish to monitor her time commitments and any future disclosures about board independence or conflicts. The accompanying press release (Exhibit 99) was issued for immediate release and contains only biographical and background information.

Jul 2, 2026 8-K

Material AgreementsExhibits & Filings

Consolidated Edison 8-K Report, Corporate Update (Jun 3, 2026)

Consolidated Edison Company of New York, Inc. (CECONY), a subsidiary of Consolidated Edison Inc. (ED), has announced the issuance of a significant amount of new debt through an underwriting agreement with several major financial institutions. This offering comprises $450 million in 5.15% Debentures, Series 2026 A due 2036, and $850 million in 5.875% Debentures, Series 2026 B due 2056, totaling $1.3 billion in aggregate principal amount. The issuance was registered under a Form S-3 filing effective in August 2024, indicating the company's proactive capital raising strategy and compliance with regulatory requirements. This debt issuance is a material event for investors, providing insights into CECONY's financing needs and capital structure. The varying interest rates and maturity dates reflect the company's approach to managing its debt obligations and its outlook on prevailing interest rate environments. Investors should monitor how these new debentures impact CECONY's leverage ratios, interest expense, and overall financial flexibility, particularly in relation to its ongoing infrastructure investments and operational requirements.

Jun 3, 2026 8-K

Shareholder Matters

Consolidated Edison 8-K Report, Shareholder Vote Results (May 20, 2026)

This 8-K filing reports on the outcomes of Consolidated Edison, Inc.'s (Con Edison) Annual Meeting of Stockholders held on May 18, 2026. The primary focus is on the voting results for the election of directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and an advisory vote on executive compensation. All proposals presented to shareholders received strong support, indicating continued confidence in the company's leadership and financial oversight.

May 20, 2026 8-K

Consolidated Edison 8-K Report, Material Agreement (May 8, 2026)

Consolidated Edison, Inc. (Con Edison) has entered into an equity distribution agreement with multiple agents to establish an "at-the-market" equity distribution program. This program allows Con Edison to offer and sell up to $2 billion worth of its common shares over time. The company also has the option to enter into separate forward sale agreements with forward purchasers. These agreements involve the potential sale of borrowed shares, with proceeds potentially realized by Con Edison upon future physical settlement. This move provides Con Edison with financial flexibility to raise capital through equity issuance as needed, but investors should note that the ultimate proceeds received can depend on the settlement method chosen for the forward sale agreements.

May 8, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (May 7, 2026)

Consolidated Edison reported first-quarter 2026 GAAP net income for common stock of $924 million, or $2.55 per share, up from $791 million, or $2.26 per share, in the first quarter of 2025. Adjusted earnings, which exclude the gain on the sale of its Mountain Valley Pipeline (MVP) stake and related items, were $790 million, or $2.18 per share, roughly flat in dollar terms and down $0.08 from $2.26 a year earlier. The GAAP increase came almost entirely from the one-time after-tax MVP gain of $134 million ($0.37 per share). The underlying utility business was softer: CECONY's adjusted earnings fell $0.11 per share, driven by higher operations and maintenance expense, dilution from the February 2026 equity issuance, and higher interest expense. Management reaffirmed its 2026 adjusted EPS guidance of $6.00 to $6.20. The company completed the MVP sale for $357.5 million before closing adjustments and settled a forward sale for 7 million shares (about $776 million) to fund its capital plan. It also repaid a $500 million 364-day term loan in March and entered into a new $3.5 billion revolving credit facility. The forecast is for an 8.8% five-year compound annual growth rate in the average utility rate base, supported by electrification-driven load growth and new New York rate plans approved in January 2026. Investor watch items include Moody's negative outlook on Con Edison and CECONY, the pending CECONY steam rate case (a $66 million request against NYSPSC staff testimony of $18 million), New York City reliability needs identified by NYISO, and rising aged customer receivables at CECONY ($1,352 million over 60 days at March 31, 2026, versus $1,427 million at year-end 2025). The quarter also included a $205 million reduction in the CAMT credit carryforward following IRS Notice 2026-7.

May 7, 2026 8-K

Consolidated Edison 8-K Report, Material Agreement (Mar 11, 2026)

Consolidated Edison, Inc. (Con Edison) and its subsidiaries, CECONY and O&R, have entered into a new Credit Agreement, dated March 11, 2026, with Bank of America, N.A., as Administrative Agent. This new agreement, with a total credit availability of up to $3.5 billion, replaces and terminates two prior credit facilities dated March 27, 2023, and March 24, 2025. The facility is structured as a revolving credit line, allowing for loans and letters of credit, and will be used primarily to support the companies' commercial paper programs and for general corporate purposes. The new Credit Agreement extends the maturity date to March 11, 2031, with potential for two one-year extensions. The aggregate commitment is $3.5 billion, with specific allocations for CECONY ($3.5 billion), Con Edison ($800 million, potentially up to $1 billion), and O&R ($250 million, potentially up to $300 million). The agreement also includes provisions for increasing the aggregate facility size by up to $500 million, subject to certain conditions. The terms include variable interest rates and fees tied to the companies' credit ratings. This refinancing demonstrates Con Edison's proactive approach to managing its liquidity and financing structure.

Mar 11, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

Consolidated Edison 8-K Report, Material Agreement (Feb 25, 2026)

Consolidated Edison, Inc. (Con Edison) announced on February 23, 2026, its entry into a forward sale agreement with JPMorgan Chase Bank, National Association, for 7,000,000 shares of its common stock. This agreement is expected to settle by December 31, 2026, with options for earlier settlement or cash/net share settlement under certain conditions. The initial forward price is set at $110.81 per share, subject to daily adjustments based on the overnight bank funding rate and potential decreases related to expected dividends. This transaction effectively allows Con Edison to secure a future sale price for a significant block of its shares. While the primary settlement method is physical issuance of shares, the company retains the flexibility for cash or net share settlement. However, investors should note that the forward purchaser has the right to accelerate settlement under various conditions, which could lead to an earlier issuance of shares and potential dilution to existing shareholders. The filing also references an underwriting agreement for the sale of these same shares.

Feb 25, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (Feb 19, 2026)

Consolidated Edison (ED) reported 2025 GAAP net income for common stock of $2,023 million, or $5.66 per share, up from $1,820 million ($5.26) in 2024. Adjusted (non-GAAP) EPS was $5.70, up from $5.40, at the top end of the company's guidance range. For the fourth quarter, GAAP EPS fell to $0.82 from $0.90, and adjusted EPS fell to $0.89 from $0.98, mainly due to higher operations and maintenance expense and corporate expenses at CECONY, plus Con Edison Transmission charges tied to the MVP/Honeoye review and the Honeoye impairment. Management guided 2026 adjusted EPS to $6.00–$6.20 and targets 6%–7% five-year adjusted EPS CAGR (2026–2030), using the guidance midpoint as the base. The growth case rests on an ~$38 billion capital plan for 2026–2030 (about $6.6 billion in 2026 and $6.8 billion in 2027) and an 8.6% CAGR target for average earnings base. The New York PSC approved CECONY's three-year electric and gas rate plans in January 2026 with a 9.40% ROE and 48% equity ratio. The company also declared a 4.4% dividend increase to an annualized $3.55, its 52nd consecutive annual increase. Key items for investors are the planned first-half 2026 sale of the remaining Mountain Valley Pipeline stake (about $357.5 million total consideration, with roughly 40% of its ~6.6% interest already sold in January), the strategic review of Honeoye, and a $1.1 billion 2026 common equity issuance plan. Pending items include the CECONY steam rate case (requested $66 million increase effective November 2026) and the New York City reliability need, which requires a contingency plan.

Feb 19, 2026 8-K

Consolidated Edison 8-K Report, Material Agreement (Nov 24, 2025)

Consolidated Edison Inc. (ED), through its subsidiary Consolidated Edison Company of New York, Inc. (CECONY), has entered into a $500 million 364-day senior unsecured term loan credit agreement. This new facility was fully drawn on November 24, 2025, and the proceeds were used to retire a portion of CECONY's existing unsecured term loan maturing in November 2025. This action indicates a proactive approach to managing its short-term debt obligations and refinancing maturing liabilities with a new credit line. The new credit agreement includes standard covenants, such as maintaining a consolidated debt-to-capital ratio not exceeding 0.65:1 and limitations on liens. It also outlines events of default, including failure to pay principal or interest, breach of covenants, material financial obligations exceeding $150 million, and acceleration of material debt. Investors should note that CECONY has the option to prepay these term loans prior to maturity, providing financial flexibility.

Nov 24, 2025 8-K

Consolidated Edison 8-K Report, Corporate Update (Nov 24, 2025)

Consolidated Edison, Inc. (ED) announced on November 24, 2025, that a subsidiary has entered into an agreement to sell its approximately 6.6% stake in Mountain Valley Pipeline, LLC (MVP) to an Ares Management fund for $357.5 million. This sale includes the company's interests in both the Mountain Valley Pipeline and its Mainline Expansion. The proceeds from this transaction are earmarked to help fund Con Edison's common equity needs for 2026 and will also be used for general corporate purposes. The sale is expected to close in the first half of 2026, contingent upon standard closing conditions and the potential exercise of preferential rights by MVP's founding members. This divestment represents a strategic move by Con Edison to manage its capital structure and allocate resources.

Nov 24, 2025 8-K

Consolidated Edison 8-K Report, Corporate Update (Nov 19, 2025)

Consolidated Edison, Inc. (ED), through its subsidiary Consolidated Edison Company of New York, Inc. (CECONY), announced the successful underwriting of $900 million in 5.75% Debentures, Series 2025 A, due in 2055. This debt issuance, facilitated by a syndicate of underwriters including Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, was registered under the Securities Act of 1933. The issuance occurred on November 17, 2025, and was disclosed in an 8-K filing on November 19, 2025. This debt offering represents a significant capital raise for CECONY, likely intended to fund ongoing operations, capital expenditures, or refinance existing debt. The long-term nature of the debentures (30-year maturity) suggests a strategic approach to financing, potentially taking advantage of favorable interest rate conditions for long-dated debt. Investors in ED should note this increase in leverage, though it is typical for utility companies to maintain substantial debt levels to finance their infrastructure investments.

Nov 19, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (Nov 6, 2025)

Consolidated Edison (ED) reported third-quarter 2025 GAAP net income for common stock of $688 million, or $1.91 per share, up from $588 million, or $1.70 per share, in Q3 2024. Adjusted EPS (non-GAAP) was $1.90 versus $1.68 a year earlier. For the first nine months, GAAP EPS was $4.84 (vs. $4.37) and adjusted EPS was $4.82 (vs. $4.42). Growth was driven mainly by higher electric rate base at CECONY, lower commercial paper interest expense, and lower stock-based compensation, partly offset by dilution from common share issuance (about $0.08 per share in the quarter and $0.14 year-to-date). The company narrowed its 2025 adjusted EPS guidance to $5.60–$5.70 from $5.50–$5.70, moving it to the upper half of the original range. Management is guiding to the top of that range, with the remaining adjustments (MVP accretion, HLBV effects, Clean Energy Businesses items, and strategic-alternatives impacts for MVP and Honeoye) to be determined at year-end. The most significant development for investors is CECONY's November 5, 2025 joint proposal with New York State regulators for electric and gas rate plans covering January 2026 through December 2028. It proposes a 9.40% return on equity and a 48% equity ratio, with base rate increases of roughly $222 million in 2026 (electric and gas combined), $473 million in 2027, and $329 million in 2028 for electric, plus gas increases. The plan supports about $17 billion of investment over three years and is subject to NYSPSC approval. The company also reiterated a $72 billion capital investment plan for 2025–2034 and will update its forecast through 2030 in February 2026. Investors should note that the proposal still requires regulatory approval, and the company's earnings outlook depends on that outcome.

Nov 6, 2025 8-K

Consolidated Edison 8-K Report, Regulation FD Disclosure (Nov 5, 2025)

Consolidated Edison's utility subsidiary, CECONY, has reached a Joint Proposal with the New York State Department of Public Service and other parties for new electric and gas rate plans covering January 2026 through December 2028. The agreement is not final and remains subject to approval by the New York State Public Service Commission (NYSPSC). Under the proposal, electric base rate changes are $222 million, $473 million, and $329 million in Years 1 through 3, and gas base rate changes are $(46) million, $170 million, and $93 million. The company will implement these on a shaped basis, producing consistent total bill impacts of 2.80% per year for electric and 2.01% per year for gas. The plan includes a 9.40% authorized return on common equity, a 48% common equity ratio, and roughly $17 billion of combined electric and gas capital investment over the three years. Relative to CECONY's January 2025 filing, which requested a $1.6 billion electric increase and a $441 million gas increase, the Joint Proposal is substantially lower. It also compares favorably with staff and intervenor testimony, which proposed a 9.30% ROE. The plan includes a $75 million annual retention of transmission congestion revenues on the electric side and up to $65 million of annual non-firm gas revenue retention. Investors should note that the plan carries meaningful contingent exposure: potential negative revenue adjustments tied to service, reliability, and safety performance could reach $653 million to $745 million annually on the electric side and $133 million to $149 million on the gas side, partly offset by possible gas offsetting credit adjustments of $12 million to $14 million per year. Earnings above a 9.90% threshold are largely directed to reducing regulatory assets, which caps upside. The filing is a regulatory milestone that provides earnings visibility through 2028 and supports rate base growth, with average electric rate base rising from $32.9 billion in Year 1 to $39.2 billion in Year 3. Final outcomes depend on NYSPSC approval, which could modify terms. Con Edison has also indicated it will update its forecast through 2030 in February 2026.

Nov 5, 2025 8-K

Consolidated Edison 8-K Report, Financial Results (Aug 7, 2025)

Consolidated Edison (ED) reported second-quarter 2025 GAAP net income for common stock of $246 million, or $0.68 per share, up from $202 million, or $0.58, in the prior-year quarter. Adjusted (non-GAAP) EPS was $0.67 versus $0.59 a year earlier. For the first six months, GAAP EPS was $2.93 and adjusted EPS was $2.91, compared with $2.67 and $2.73 in 2024. The quarter's growth was driven mainly by a $0.11 benefit from the May 2024 NYSPSC order allowing CECONY to stop deferring costs of its customer billing system, plus higher electric rate base at CECONY and an electric base rate increase at O&R. These gains were partly offset by higher interest on long-term debt and the dilutive effect of share issuance. Management reaffirmed 2025 adjusted EPS guidance of $5.50 to $5.70. The forecast excludes MVP-related basis-difference accretion (about $(0.03) per share after tax), HLBV effects, and impacts from the evaluation of strategic alternatives for MVP and Honeoye Storage, which cannot be determined until year-end. The company also reaffirmed a 2025 to 2029 capital plan of roughly $38 billion and an 8.2% utility rate base growth target, financed without long-term holding company debt. The key item for investors is the pending CECONY electric and gas rate case. CECONY requested increases of $1,608 million for electric and $349 million for gas, effective January 2026, based on a 10.0% ROE and 48% equity ratio. NYSPSC staff recommended an electric increase of only $319 million and a gas decrease of $45 million, using a 9.30% ROE. The gap between the request and staff's position is the main regulatory uncertainty for future earnings.

Aug 7, 2025 8-K

Consolidated Edison 8-K Report, Executive Changes (Aug 6, 2025)

Consolidated Edison, Inc. (NYSE: ED) filed an 8-K on August 6, 2025 to disclose a non-operational governance change: on August 5, 2025, the Boards of Directors of Con Edison and the Board of Trustees of Consolidated Edison Company of New York, Inc. (CECONY) elected Brendan Cavanagh as a director of both entities, effective October 1, 2025. He was also named to the Safety, Environment, Operations and Sustainability Committees and the Audit Committees of the Boards, effective the same date. Cavanagh will receive the director compensation described in the company's 2025 proxy statement filed April 9, 2025. Cavanagh currently serves as President and Chief Executive Officer of SBA Communications Corporation, a wireless communications infrastructure REIT, a role he has held since January 2024. Before becoming CEO, he spent 15 years as SBA's Chief Financial Officer and held other senior roles over a 27-year tenure, including Vice President and Chief Accounting Officer. He began his career in audit and assurance at Arthur Andersen and holds a bachelor's degree in accounting and an MBA. The filing and accompanying press release emphasize his broad financial expertise, which is directly relevant to the audit committee role. For investors, the appointment has no immediate financial impact and does not alter guidance, capital plans, or operations. It is most relevant as a signal of board refresh and added financial and audit oversight expertise at a regulated utility holding company whose subsidiaries include CECONY, Orange and Rockland Utilities, and Con Edison Transmission. The change takes effect in October 2025, so its governance influence will be visible only after that date.

Aug 6, 2025 8-K

Shareholder Matters

Consolidated Edison 8-K Report, Shareholder Vote Results (May 21, 2025)

Consolidated Edison, Inc. (ED) filed an 8-K on May 21, 2025, detailing the results of its Annual Meeting of Stockholders. The primary focus of this filing is the outcome of shareholder votes on key corporate governance matters, including the election of directors, ratification of the independent auditor, and an advisory vote on executive compensation. The results indicate strong shareholder support for the company's board and its chosen auditors, reflecting a stable governance environment. Notably, all nominated directors were elected with significant 'for' votes, and the appointment of PricewaterhouseCoopers LLP as the independent accountant for 2025 received overwhelming ratification. The advisory vote on executive compensation also passed, though with a slightly lower approval margin compared to the other proposals. Investors can view these results as indicative of continued confidence in Con Edison's leadership and financial oversight.

May 21, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (May 1, 2025)

Consolidated Edison (NYSE: ED) reported first-quarter 2025 GAAP net income for common stock of $791 million, or $2.26 per share, up from $720 million, or $2.08 per share, in the first quarter of 2024. Adjusted non-GAAP earnings were $792 million, or $2.26 per share, versus $742 million, or $2.15 per share, a year earlier. The 2025 adjustments exclude MVP basis-difference accretion and HLBV accounting effects, while the 2024 adjustments exclude Clean Energy Businesses sale effects. Growth was driven mainly by higher rate base and the steam rate plan at CECONY, plus a contribution from O&R's rate increases, partly offset by higher stock-based compensation and dilution from share issuance. Management reaffirmed 2025 adjusted EPS guidance of $5.50 to $5.70 and said the more than $1.3 billion of common equity issued in the quarter, including settlement of a December 2024 equity forward, satisfies its anticipated 2025 equity needs. The company also disclosed a 10-year capital plan of nearly $72 billion and a forecast of $38 billion in capital investments for 2025-2029, with an 8.2% utility rate base growth target. Key regulatory items include the March 2025 NYSPSC approval of O&R's electric and gas rate plans at a 9.75% ROE and 48% equity ratio, and CECONY's pending January 2026 electric and gas rate requests, updated in April 2025, which seek roughly $1.6 billion and $349 million in first-year increases at a 10% ROE. Investors should monitor the outcome of these cases, the stop-work order affecting the Empire Wind 1 project, the NYSPSC's decision on the NYC public policy transmission need, and the pending strategic alternatives review for MVP and Honeoye Storage.

May 1, 2025 8-K

Consolidated Edison 8-K Report, Material Agreement (Mar 24, 2025)

Consolidated Edison, Inc. (ED) subsidiary Consolidated Edison Company of New York, Inc. (CECONY) has entered into a new 364-Day Revolving Credit Agreement. This agreement, effective March 24, 2025, replaces a similar facility that expired on the same date. The new credit facility provides CECONY with access to up to $500 million in revolving loans, primarily intended to support its commercial paper program, with flexibility for general corporate purposes. The credit line is set to expire on March 23, 2026. This refinancing of short-term debt facilities is a routine event for utility companies seeking to ensure adequate liquidity. Investors should note that borrowings under this agreement will bear variable interest rates, influenced by CECONY's credit rating. Key covenants include maintaining a consolidated debt-to-total capital ratio not exceeding 0.65 to 1 and limiting liens on assets. While the commitments are not contingent on credit ratings or the absence of material adverse changes, they can be terminated, and outstanding debt accelerated upon a change of control or an event of default, which includes significant financial obligations or acceleration of other material debt.

Mar 24, 2025 8-K

Consolidated Edison 8-K Report, Corporate Update (Mar 6, 2025)

Consolidated Edison, Inc. (ED) announced on March 4, 2025, that it has entered into an underwriting agreement to sell 6,300,000 shares of its common stock. This offering is being conducted under an existing registration statement on Form S-3, indicating that the shares have previously been registered with the SEC. The underwriting agreement was made with Barclays Capital Inc. as the underwriter. This event represents a capital-raising activity by Con Edison. Investors should note that the sale of a significant number of shares could potentially dilute existing shareholders' ownership stakes and impact earnings per share, depending on how the proceeds are utilized. The company has also filed related exhibits, including the underwriting agreement and legal opinions, as part of this 8-K filing, providing transparency on the transaction's mechanics.

Mar 6, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (Feb 20, 2025)

Consolidated Edison (ED) reported 2024 GAAP net income for common stock of $1,820 million, or $5.26 per share, down from $2,519 million ($7.25) in 2023. The decline reflects the 2023 gain on the sale of its Clean Energy Businesses, which did not recur. On an adjusted (non-GAAP) basis, earnings rose to $1,868 million, or $5.40 per share, from $5.07, a 6.5% increase, driven mainly by CECONY rate plan growth (electric rate base, steam rate plan) and O&R electric rates. Fourth-quarter adjusted EPS was $0.98 versus $1.00 a year earlier, with lower Con Edison Transmission income and higher interest expense offsetting utility gains. For 2025, management guided adjusted EPS to $5.50 to $5.70, implying a 6% to 7% five-year adjusted EPS CAGR target. The company forecasts $38 billion of capital investment for 2025-2029 and an 8.2% annual rate base CAGR, and it notes that the dividend was raised to an annualized $3.40 per share. Management also highlighted a December 2024 forward sale of 7 million shares, about $677 million of expected 2025 equity proceeds, which reduces pricing risk on part of the equity need. Investors should watch several items. CECONY has filed for electric and gas rate increases of $1,612 million and $441 million effective January 2026, requesting a 10.1% ROE, and the outcome of the regulatory process is a key driver of post-2025 growth. The company is also evaluating strategic alternatives for its stakes in Mountain Valley Pipeline and Honeoye Storage, with the results of that review, which could affect 2025 earnings, not yet determinable. Aged customer receivables at CECONY also rose meaningfully to about $1.65 billion, a credit and cash-flow item to monitor.

Feb 20, 2025 8-K

Consolidated Edison 8-K Report, Material Agreement (Dec 5, 2024)

Consolidated Edison, Inc. (Con Edison) has entered into a Forward Sale Agreement with JPMorgan Chase Bank, National Association, for 7,000,000 shares of its common stock. This agreement, with an initial forward price of $96.66 per share, is expected to settle by December 31, 2025. Con Edison has the option for physical settlement, where it will issue new shares to the Forward Purchaser, potentially diluting existing shareholders' earnings per share and return on equity. The forward price is subject to daily adjustments based on the overnight bank funding rate and expected dividends. The agreement also outlines provisions for accelerated settlement at the Forward Purchaser's discretion under certain conditions, including difficulties in borrowing shares, regulatory ownership issues, significant dividend changes, or corporate events affecting Con Edison. These acceleration events could force Con Edison to physically settle the agreement irrespective of its capital needs, potentially leading to dilution. The company has also entered into an underwriting agreement with J.P. Morgan Securities LLC for the sale of these shares.

Dec 5, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Material Agreement (Nov 25, 2024)

Consolidated Edison Company of New York, Inc. (CECONY), a subsidiary of Con Edison, has entered into a $700 million 364-Day Senior Unsecured Delayed Draw Term Loan Credit Agreement. On November 25, 2024, CECONY immediately drew $500 million for general corporate purposes, indicating a near-term need for liquidity. The remaining $200 million is available under specific conditions until February 23, 2025, also intended for general corporate purposes. This financing provides CECONY with additional short-term funding flexibility. Investors should note that the loan is unsecured, and its terms include covenants related to debt-to-capital ratios and liens, as well as provisions for acceleration of the loan upon a change of control or default. The commitments are not tied to credit rating levels, suggesting the agreement was structured to provide immediate access to funds.

Nov 25, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (Nov 18, 2024)

Consolidated Edison, Inc. (ED), through its subsidiary Consolidated Edison Company of New York, Inc. (CECONY), has announced a significant debt issuance. On November 14, 2024, CECONY entered into an underwriting agreement to sell a total of $1.45 billion in debentures. This offering is comprised of three tranches: $350 million in Floating Rate Debentures Series 2024 C due 2027, $450 million in 5.125% Debentures Series 2024 D due 2035, and $650 million in 5.50% Debentures Series 2024 E due 2055. The issuance was registered under a Form S-3 filed previously, indicating it aligns with CECONY's established shelf registration. This debt offering represents a substantial capital raise for CECONY, likely intended to fund ongoing operations, capital expenditures, or refinance existing debt. Investors should note the staggered maturities and varying interest rate structures across the debentures. The floating rate debentures offer potential protection against rising interest rates, while the fixed-rate debentures provide predictable income streams. The scale of the issuance suggests CECONY is actively managing its balance sheet and financing needs to support its utility operations.

Nov 18, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (Nov 8, 2024)

Consolidated Edison, Inc. (ED) has filed an 8-K report detailing a joint proposal for new electric and gas rate plans for its subsidiary, Orange and Rockland Utilities, Inc. (O&R), covering the period from January 2025 through December 2027. This proposal, submitted to the New York State Department of Public Service (NYSDPS) and other parties, is pending approval by the New York State Public Service Commission (NYSPSC). The proposed rate changes indicate a shift towards increased base rates in the second and third years for both electric and gas services, following a slight decrease or minimal change in the first year. Key aspects of the proposal include mechanisms for revenue decoupling, continued recovery of energy costs, and provisions for performance-based adjustments. O&R will be subject to potential negative revenue adjustments if certain service, reliability, and safety targets are not met, while also having opportunities for positive adjustments related to energy efficiency and gas safety. The proposal also outlines various regulatory reconciliations for costs such as pension, environmental remediation, property taxes, and energy efficiency programs, aiming to align actual expenses with authorized rates.

Nov 8, 2024 8-K

Consolidated Edison 8-K Report, Financial Results (Nov 7, 2024)

Consolidated Edison reported third-quarter 2024 GAAP net income for common stock of $588 million, or $1.70 per share, up from $526 million, or $1.53 per share, in the 2023 quarter. Adjusted EPS (non-GAAP) was $1.68 versus $1.62 a year earlier, driven mainly by higher electric rate base at CECONY, partly offset by higher interest expense and stock-based compensation. For the first nine months, GAAP EPS fell to $4.37 from $6.27, but that comparison is distorted by the 2023 gain on the sale of the Clean Energy Businesses. Adjusted EPS rose to $4.42 from $4.07. Management narrowed and raised the low end of its 2024 adjusted EPS guidance to $5.30-$5.40, from $5.20-$5.40, placing it in the upper half of the original range. The company continues to target 6.4% annual rate base growth through 2028 on a $28 billion five-year capital plan, and it does not plan to issue common equity in 2024. Regulatory items to watch include the pending O&R electric and gas rate case (Rate Year 1 beginning January 2025), NYISO reliability needs and the resulting regulated backstop solution, and the New York Gas System Long Term Plan order. The quarter was a steady, largely in-line update. The main investor considerations are execution on rate case outcomes and the pace of capital deployment, along with a continued dividend increase track record (50 consecutive years, with a quarterly dividend of $0.83 declared in October 2024).

Nov 7, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (Oct 25, 2024)

Consolidated Edison, Inc. (ED) and its subsidiary Consolidated Edison Company of New York, Inc. (CECONY) filed a Form 8-K dated October 25, 2024 under Item 8.01 (Other Events) to disclose the conditional optional redemption of four tax-exempt bond subseries. The bonds are the New York State Energy Research and Development Authority Facilities Revenue Bonds, Series 2010A, issued for the CECONY project. Subseries 2010A-1 through 2010A-4 have an aggregate principal amount of $224.6 million and are scheduled to be redeemed on November 25, 2024, at 100% of principal plus accrued and unpaid interest. The filing is administrative in nature and contains no new financial results, guidance, or strategic announcements. The redemption is at the issuer's option and is conditioned on the Paying Agent (The Bank of New York Mellon) receiving sufficient funds by the redemption date. If the condition is not satisfied, the notice becomes void for the affected subseries. The filing does not state the source of the funds, though a refinancing or repayment from available cash or new debt issuance would be the typical source for such a call. For investors, the event is low-materiality. It reduces CECONY's outstanding tax-exempt debt by roughly $225 million and may modestly affect the company's interest expense and capital structure, depending on how the redemption is funded and the relative cost of the bonds. The filing does not provide enough detail to quantify any earnings impact.

Oct 25, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (Aug 1, 2024)

Consolidated Edison reported second-quarter 2024 GAAP net income for common stock of $202 million, or $0.58 per share, down from $226 million, or $0.65 per share, in the prior-year quarter. Adjusted (non-GAAP) EPS was $0.59 versus $0.61 a year earlier. The quarterly decline is driven mainly by a $37 million (about $0.11 per share) charge from the NYSPSC's May 2024 order denying CECONY's request to capitalize costs above the $421 million cap for its new customer billing system, partly offset by higher electric and gas rate base and a new steam rate plan. For the first half of 2024, GAAP EPS was $2.67 versus $4.74, but that comparison is distorted by the 2023 gain on the sale of the Clean Energy Businesses; adjusted EPS rose to $2.73 from $2.45. Management reaffirmed 2024 adjusted EPS guidance of $5.20 to $5.40 and the 2024 to 2028 plan, which includes $28 billion of capital investment and a targeted 6.4% annual rate base growth. Investors should note the billing-system disallowance, which CECONY has petitioned to have reconsidered, as well as pending O&R rate case decisions for January 2025 that could move rate base and earnings. The company also declared an 83-cent quarterly dividend and continues to highlight its 50 consecutive years of dividend increases. The filing is a Form 8-K furnishing the earnings press release and presentation under Item 2.02 and does not itself disclose new material transactions. Results are consistent with a regulated utility earning near its authorized returns, with growth tied to New York's electrification and clean energy transition.

Aug 1, 2024 8-K

Consolidated Edison 8-K Report, Executive Changes (Jun 10, 2024)

Consolidated Edison (ED) disclosed in an 8-K filed June 10, 2024 that CFO Robert Hoglund will retire from the Chief Financial Officer role on July 8, 2024, and that Kirkland B. Andrews, currently EVP and CFO of Evergy, Inc., will succeed him effective the same date. Hoglund will remain as Senior Vice President of Con Edison and its utility subsidiary CECONY until his full retirement later in 2024 to support a smooth handover. The company frames the change as part of its planned succession process rather than a response to any operational or financial problem, and the filing contains no disclosure of financial results, guidance changes, or litigation. From a compensation and governance standpoint, Andrews receives an initial base salary of $810,000, a target Executive Incentive Plan award of 80% of base salary, and a 2023 Long Term Incentive Plan target grant-date award of 210% of base salary. To offset forfeited compensation from Evergy and to induce acceptance, he also receives a one-time time-based restricted stock unit grant with a $4.5 million grant-date fair value, vesting 34%, 33% and 33% on the first three anniversaries of his start date. Andrews brings roughly 13 years of CFO experience at public utilities, including prior roles at NRG Energy, and sits on the board of RPM International. He will report to Chairman and CEO Tim Cawley. For investors, the key takeaways are continuity and experience rather than a change in strategy: the transition is pre-planned, has an overlapping period with the outgoing CFO, and is supported by a sizeable equity retention package. The press release also highlights Con Edison's recent 50th consecutive annual dividend increase and management's emphasis on financial strength as a pillar of growth tied to New York's clean energy transition. Investors will likely watch whether Andrews maintains the company's financing approach and capital plan execution after the July 2024 handover.

Jun 10, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Consolidated Edison 8-K Report, Executive Changes (May 21, 2024)

Consolidated Edison, Inc. (ED) filed an 8-K dated May 21, 2024 reporting the results of its May 20, 2024 Annual Meeting of Stockholders. The filing is primarily governance-related rather than financial: stockholders re-elected all twelve Board nominees, ratified PricewaterhouseCoopers LLP as independent accountants for 2024, and approved on an advisory basis named executive officer compensation. The filing also disclosed that stockholders approved the amended and restated Stock Purchase Plan, an employee and director stock purchase program that the company is extending through May 20, 2034. The same vote results were reported for Consolidated Edison Company of New York (CECONY), whose shares are wholly owned by Con Edison and were voted to elect the same trustees. The most investor-relevant item is the Stock Purchase Plan. It authorizes up to 10 million shares of common stock, which the company estimates as up to 2.9% total potential dilution based on 345,510,031 shares outstanding as of January 31, 2024. Actual dilution will depend on participant contributions and future share prices, and the company may choose to fund purchases on the open market instead of issuing new shares, which would be non-dilutive. For context, the expiring plan issued roughly 0.2% annual dilution in 2023 and 0.3% in 2022. The plan provides an 11.11% company matching contribution, capped at $2,778 per participant annually, and purchases are made at the month-end closing price. Voting results were mixed on several items. Director vote totals were generally strong, but several directors (for example, Timothy P. Cawley and John F. Killian) received roughly 18 to 19 million or more against votes, and the auditor ratification drew about 22.3 million against votes. The advisory say-on-pay vote received about 211.9 million for and 15.5 million against, with 53.3 million broker non-votes excluded from the tally. These results indicate broad support, but the level of opposition is worth monitoring in future proxy cycles.

May 21, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (May 17, 2024)

Consolidated Edison Inc. (ED) announced on May 17, 2024, that the New York State Public Service Commission (NYPSC) denied a petition from its subsidiary, Consolidated Edison Company of New York, Inc. (CECONY), to capitalize costs exceeding a $421 million cap for its new customer billing and information system. CECONY's final costs for the project reached approximately $509 million as of March 31, 2024, which is $88 million over the approved rate plan cap. This denial will result in CECONY expensing approximately $50 million in incremental costs during the second quarter of 2024, in addition to a $38 million reserve established previously. CECONY believes these incremental costs were necessary for successful system deployment and is currently reviewing the NYPSC's order and considering potential next steps. Investors should monitor the company's response and any potential impact on future earnings.

May 17, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (May 9, 2024)

Consolidated Edison, Inc. (ED) subsidiary, Consolidated Edison Company of New York, Inc. (CECONY), has announced the successful sale of $1.4 billion in aggregate principal amount of new debt securities. This issuance includes $400 million of 5.375% Debentures maturing in 2034 and $1 billion of 5.70% Debentures maturing in 2054. The offerings were made under an underwriting agreement with a syndicate of major financial institutions and were registered under the Securities Act of 1933. This significant debt issuance likely aims to fund CECONY's ongoing capital expenditures, refinance existing debt, and maintain its robust infrastructure. Investors should note the specific coupon rates and maturity dates, which reflect current market conditions and the company's long-term financing strategy. The successful placement of this debt underscores investor confidence in CECONY's financial stability and its critical role in providing essential utility services.

May 9, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (May 2, 2024)

Consolidated Edison (NYSE: ED) reported first-quarter 2024 GAAP net income for common stock of $720 million, or $2.08 per share, down from $1,433 million ($4.06 per share) in the prior-year quarter. The decline is driven almost entirely by the prior-year gain on the March 2023 sale of its Clean Energy Businesses. On a non-GAAP adjusted basis, which excludes the Clean Energy sale impacts, HLBV tax equity accounting, and mark-to-market effects, earnings rose to $742 million, or $2.15 per share, versus $1.83 per share in 1Q 2023, a $0.32 increase. The utilities drove the improvement: CECONY contributed $0.30 per share, largely from a new steam rate plan effective November 2023 ($0.13), higher gas and electric rate base, and an accretive share repurchase effect, while O&R added $0.02. Management reaffirmed its 2024 adjusted EPS guidance of $5.20 to $5.40. The company cited a projected 6.4% average annual rate base growth through 2028 and a transition to a pure-play regulated utility model after nearly completing non-core asset sales. Key regulatory developments include the NYSPSC's approval of the $1.2 billion Reliable Clean City Idlewild substation project in Queens, the approval of thermal energy network pilot funding, and O&R's updated electric and gas rate filings for January 2025 effective dates. The company also declared an 83-cent quarterly dividend and noted its 50th consecutive year of dividend increases. Investors should note that GAAP results remain distorted by prior-year divestiture accounting, so adjusted EPS is the better comparison for ongoing performance. Risks to monitor include the outcome of O&R's pending rate cases, the NYSPSC's response to CECONY's capitalization of customer billing system costs above the $421 million limit ($88 million excess at March 31, 2024), pending NYSPSC action on the gas long-term plan, and the company's planned financing of up to $3.25 billion in long-term debt during 2024 with no common equity issuance beyond dividend reinvestment and employee plans.

May 2, 2024 8-K

Consolidated Edison 8-K Report, Material Agreement (Mar 28, 2024)

Consolidated Edison Inc. (ED) has filed an 8-K detailing significant updates to its credit facilities. On March 25, 2024, its subsidiary CECONY entered into a new $500 million 364-day revolving credit agreement, replacing an expiring facility. This new agreement, set to terminate on March 24, 2025, will primarily support CECONY's commercial paper program and general corporate purposes, with interest rates tied to CECONY's credit rating. On March 27, 2024, the parent company, Consolidated Edison, Inc. (Con Edison), along with its subsidiaries CECONY and Orange and Rockland Utilities, Inc. (O&R), extended their existing $2.5 billion credit agreement by one year, pushing the termination date to March 27, 2029. Additionally, an amendment was made to this larger credit agreement to revise the mechanics for determining interest rates on Term SOFR Loans.

Mar 28, 2024 8-K

Leadership Changes

Consolidated Edison 8-K Report, Executive Changes (Feb 15, 2024)

Consolidated Edison, Inc. (ED) has announced a key executive transition effective April 1, 2024. Robert Sanchez, currently serving as President and CEO of its subsidiary Orange and Rockland Utilities, Inc. (O&R), will move to a newly created role as President, Shared Services of Consolidated Edison Company of New York, Inc. (CECONY). This move signifies a strategic focus on optimizing and integrating shared services across its major utility subsidiaries, CECONY and O&R. Investors should note that this is primarily an internal organizational change aimed at enhancing operational efficiency rather than a departure of a top executive or a significant shift in overall company strategy. The appointment of Mr. Sanchez to oversee shared services suggests an emphasis on cost management and service delivery improvements across the Consolidated Edison group. While the direct financial impact is not immediately detailed, such initiatives often aim to streamline operations and potentially reduce overhead in the long run.

Feb 15, 2024 8-K

Consolidated Edison 8-K Report, Financial Results (Feb 15, 2024)

Consolidated Edison's (ED) February 15, 2024 8-K furnishes its press release and earnings presentation for fourth quarter and full-year 2023 results under Item 2.02. Reported 2023 GAAP net income for common stock was $2,519 million, or $7.25 per share, versus $1,660 million, or $4.68 per share, in 2022. Adjusted (non-GAAP) earnings were $1,762 million, or $5.07 per share, versus $4.57 in 2022. The GAAP-to-adjusted gap is driven mainly by the March 1, 2023 sale of the Clean Energy Businesses, which produced a one-time pre-tax gain of about $887 million, along with HLBV and mark-to-market adjustments. Investors should treat the adjusted figure of $5.07 as the better gauge of ongoing earnings power, since the GAAP number includes a large non-recurring gain. The company guided 2024 adjusted EPS to $5.20 to $5.40 and a 5% to 7% five-year compound annual adjusted EPS growth rate off the 2024 base. Management forecasts capital investment of $4,849 million in 2024 and $5,243 million in 2025, plus $17,960 million over 2026 through 2028, supporting a 6.4% annual rate base growth forecast through 2028. Financing plans call for up to $3,250 million of utility long-term debt in 2024, no common equity issuance in 2024 beyond employee and dividend plans, and up to about $1,300 million of common equity in 2025. The balance sheet was simplified in 2023: parent-level long-term debt was fully retired using sale proceeds, and a $1 billion share repurchase was completed. The company also highlighted a 50-year streak of dividend increases and a payout target of 55% to 65% of adjusted EPS. Key risks for investors include the pace and approval of New York Public Service Commission rate and resilience filings, the Mountain Valley Pipeline in-service timing, and the execution of large capital projects.

Feb 15, 2024 8-K

Consolidated Edison 8-K Report, Corporate Update (Nov 22, 2023)

Consolidated Edison Company of New York, Inc. (CECONY), a subsidiary of Consolidated Edison Inc. (ED), has successfully issued $1.5 billion in aggregate principal amount of new long-term debt through two separate offerings. The company issued $600 million of 5.50% Debentures due 2034 and $900 million of 5.90% Debentures due 2053. This action indicates CECONY is actively managing its capital structure and securing long-term financing at prevailing interest rates. Investors should note that this issuance is a debt financing event and does not directly represent equity dilution or a change in operational performance. The details of the underwriting agreements and the debenture forms have been filed as exhibits. The stated interest rates reflect the current debt market conditions for a utility of CECONY's credit profile. Investors should consider how this increased debt load impacts the company's leverage ratios and interest coverage, although the long-term nature of the debt suggests a strategic approach to funding future capital expenditures or refinancing existing obligations.

Nov 22, 2023 8-K

Consolidated Edison 8-K Report, Executive Changes (Nov 16, 2023)

Consolidated Edison, Inc. (ED) filed an 8-K on November 16, 2023, announcing the amendment and restatement of its Executive Incentive Plan (EIP), effective January 1, 2024. This plan governs performance-based annual incentive bonuses for eligible executives across ED and its subsidiaries, aiming to align compensation with stockholder and customer interests, and to attract and retain key talent. The amended EIP retains its core structure but introduces several key changes designed to enhance flexibility and oversight.

Nov 16, 2023 8-K

Consolidated Edison 8-K Report, Financial Results (Nov 2, 2023)

Consolidated Edison (NYSE: ED) reported third-quarter 2023 GAAP net income for common stock of $526 million, or $1.53 per share, down from $613 million, or $1.73 per share, in the 2022 quarter. Excluding non-GAAP items, primarily the gain and related impacts from the March 2023 sale of its Clean Energy Businesses, adjusted earnings were $561 million, or $1.62 per share, versus $1.63 a year earlier. The quarterly decline was driven mainly by the loss of Clean Energy Businesses earnings, partly offset by an electric base rate increase at CECONY of $0.35 per share. For the first nine months, GAAP EPS was $6.27 (versus $4.15), boosted by a roughly $2.24 per share after-tax gain on the divestiture, while adjusted EPS was $4.07 versus $3.75. The key forward-looking update is that Con Edison raised its 2023 adjusted EPS guidance to $5.00-$5.10 from $4.85-$5.00. Management also highlighted a July 2023 New York PSC approval of the CECONY electric and gas joint proposal, which provides rate base visibility through 2025 with a 9.25% ROE and 48% equity ratio, and a pending steam rate plan joint proposal. The company cited a 6.1% three-year rate base CAGR, $14.6 billion of capital investment forecast for 2023-2025, and a simplified balance sheet with parent-level long-term debt expected to be retired by year-end 2023. Investors should weigh the solid regulated utility earnings and rate visibility against several items: the Mountain Valley Pipeline project now targets a first-quarter 2024 in-service date with an estimated cost of about $7.2 billion, the proposed $1.2 billion Reliable Clean City-Idlewild substation project awaits NYPSC approval, and the steam rate plan and other New York regulatory matters remain subject to commission action. Dividend growth remains a central part of the investment case, with 49 consecutive years of increases and a target payout of 60% to 70% of adjusted earnings.

Nov 2, 2023 8-K

Consolidated Edison 8-K Report, Executive Changes (Oct 19, 2023)

Consolidated Edison, Inc. (NYSE: ED) filed an 8-K on October 19, 2023 reporting a board governance change rather than a financial event. Both Con Edison's Board and the Board of Trustees of its subsidiary Consolidated Edison Company of New York, Inc. (CECONY) elected Catherine (Cathy) Zoi as a director, effective February 1, 2024. Ms. Zoi will join the Safety, Environment Operations and Sustainability Committees and will receive director compensation under the arrangements described in the 2023 proxy statement filed April 3, 2023. The filing contains no financial results, guidance, or material transaction disclosures. The attached press release describes Ms. Zoi's background: she is currently CEO of EVgo, Inc., a public EV fast-charging network, and is stepping down in November 2023 after six years. Her prior roles include Founding CEO of the Alliance for Climate Protection, Assistant Secretary for Energy Efficiency and Renewable Energy and Acting Under Secretary at the Department of Energy under the Obama Administration, and energy investing and board positions. The press release also describes Con Edison as having roughly $16 billion in annual revenue and $64 billion in assets. For investors, the appointment is a modest governance development that adds energy-policy and clean-energy expertise to the board and strengthens its sustainability oversight, which is relevant given the company's focus on clean energy and transmission. The effective date is four months away, and the filing signals no near-term change to earnings, capital plans, or dividend policy.

Oct 19, 2023 8-K

Consolidated Edison 8-K Report, Corporate Update (Sep 1, 2023)

Consolidated Edison, Inc. (ED), through its subsidiary Consolidated Edison Company of New York, Inc. (CECONY), has entered into a Joint Proposal with the New York State Department of Public Service and other parties regarding a steam rate plan. This plan, effective from November 1, 2023, through October 31, 2026, outlines changes in base rates, capital expenditures, and regulatory adjustments. Investors should note the phased-in base rate increases totaling $110 million in Year 1, $44 million in Year 2, and $45 million in Year 3, with levelized customer bill impacts. The proposal also introduces a weather normalization adjustment to mitigate the impact of weather fluctuations on rates and continues the current recovery mechanisms for purchased power and fuel costs. Importantly, it addresses regulatory reconciliations for various costs, including uncollectible expenses, property taxes, and pension costs, with provisions for customer credits or surcharges based on actual expenses versus amounts reflected in rates. The plan also specifies a weighted average cost of capital and an authorized return on common equity, along with an earnings sharing mechanism.

Sep 1, 2023 8-K

Shareholder MattersExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (Aug 3, 2023)

Consolidated Edison (ED) reported second-quarter 2023 GAAP earnings of $0.65 per share ($226 million net income for common stock), down from $0.72 ($255 million) a year earlier, while adjusted (non-GAAP) EPS was $0.61 versus $0.64 in 2022. The GAAP quarter was affected by the March 1, 2023 sale of substantially all Clean Energy Businesses (CEB), which drove a $(0.25) GAAP variance from the segment; on an adjusted basis, the CEB drag was smaller at $(0.17), and the utility (CECONY) contributed $0.07 of growth from electric and gas base rate increases. For the six months, GAAP EPS was $4.74 ($1,658 million), inflated by a large one-time gain on the CEB sale, while adjusted EPS was $2.45 versus $2.12 in the prior-year period. Management raised its full-year 2023 adjusted EPS guidance to $4.85–$5.00, up from $4.75–$4.95. The guidance excludes the approximately $2.32 per share after-tax gain on the CEB sale and smaller HLBV and mark-to-market effects. The regulatory backdrop improved in July 2023, when the New York Public Service Commission approved CECONY's three-year electric and gas rate plans. These plans authorize $11.8 billion in capital investment, a 9.25% ROE, a 48% equity ratio, and roughly 6% annual rate base growth through 2025. The company also completed a $1 billion share repurchase, has no planned common equity issuance through 2024 apart from stock plans, and is targeting no long-term holding company debt by year-end 2023. Investors should weigh the improved guidance and rate-plan visibility against a softer quarterly adjusted EPS trend and the non-recurring nature of the first-half GAAP gain. Forward growth depends on executing large New York clean-energy transmission and gas-system projects, and the company flagged emerging risks, including an investigation into lead-jacketed cables and uncertainty around the Mountain Valley Pipeline investment.

Aug 3, 2023 8-K

Consolidated Edison 8-K Report, Shareholder Vote Results (May 17, 2023)

This 8-K filing from Consolidated Edison, Inc. (ED) reports on the outcomes of its Annual Meeting of Stockholders held on May 15, 2023. Key decisions included the election of the Board of Directors, ratification of PricewaterhouseCoopers LLP as the independent accountant, advisory approval of executive compensation, and the adoption of the 2023 Long Term Incentive Plan. All proposals presented to the stockholders received substantial support, indicating general shareholder confidence in the company's management and governance.

May 17, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Consolidated Edison 8-K Report, Financial Results (May 4, 2023)

Consolidated Edison (ED) reported first-quarter 2023 GAAP net income for common stock of $1,433 million, or $4.06 per share, versus $602 million ($1.70) in the prior-year quarter. The headline figure is inflated by the roughly $794 million after-tax gain from the March 1, 2023 sale of its Clean Energy Businesses (about $2.25 per share). Excluding that gain and the mark-to-market and HLBV effects, adjusted EPS was $1.83, up from $1.47, and adjusted earnings were $645 million versus $522 million. Investors should treat the adjusted figures as the better guide to recurring performance, since the GAAP increase is largely a one-time divestiture gain. Management reaffirmed full-year 2023 adjusted EPS guidance of $4.75 to $4.95. The utility growth story is driven by CECONY's joint proposal for new electric and gas rate plans, which, if approved by the NYSPSC, would provide a 9.25% ROE, a 48% equity ratio, and about $11.8 billion of new capital investment authorized through 2025. Management also forecasts 5% to 7% adjusted EPS growth over five years and 6% annual rate base growth. The company is now a pure-play regulated utility, with net sale proceeds used to cover 2023 and 2024 equity needs, pay down debt, and fund a $1 billion share repurchase program. The balance sheet and capital plan also drew attention. Management expects no long-term holding company debt by year-end 2023 and no equity issuance through 2024 apart from employee plans. The company projects $14.6 billion of capital investment over 2023 through 2025. Key risks include the outcome of the pending NYSPSC rate decisions, the steam rate case (where staff recommends a lower $94 million increase and a 9.0% ROE), and the remaining Broken Bow II project transfer and tax-equity recapture exposure.

May 4, 2023 8-K

Consolidated Edison 8-K Report, Material Agreement (Mar 27, 2023)

Consolidated Edison, Inc. (Con Edison) and its subsidiaries, CECONY and O&R, have entered into a new $2.5 billion Credit Agreement, replacing a previous agreement from 2016. This new facility, with a maturity of March 27, 2028 (extendable), will be used primarily to support their commercial paper programs and for general corporate purposes. Additionally, CECONY has secured a separate $500 million, 364-day revolving credit facility also maturing in March 2024, specifically for its commercial paper program and general corporate needs. These agreements provide significant liquidity and financial flexibility for the companies. The total credit availability across both agreements is up to $3.0 billion, with specific allocations to Con Edison, CECONY, and O&R, and an option to increase the aggregate amount by $500 million. The terms of the credit facilities include covenants related to debt-to-capital ratios and liens, and trigger events like a change of control or default can lead to termination of commitments and accelerated repayment of outstanding amounts.

Mar 27, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Consolidated Edison 8-K Report, Material Agreement (Mar 7, 2023)

Consolidated Edison (NYSE: ED) disclosed on March 7, 2023 (agreements dated March 6, 2023) that it entered into accelerated share repurchase (ASR) agreements with Citibank, N.A. and Bank of America, N.A. to buy back $1 billion of its common shares. Con Edison is funding the program with a portion of the proceeds from the sale of Con Edison Clean Energy Businesses, Inc., so the buyback is a capital return of divestiture proceeds rather than a debt-funded or operations-funded move. Under the ASRs, Con Edison paid $1 billion up front and received an initial delivery of approximately 8.7 million shares, which immediately reduces the outstanding share count. The final number of shares repurchased will depend on the volume-weighted average share price (VWAP) over the term of the transactions, less a discount. At settlement, the dealers may deliver additional shares to Con Edison, or in some circumstances Con Edison may owe a cash payment or shares to the dealers. Final settlement is expected no later than the third quarter of 2023, so the total share count reduction and the average price paid remain uncertain until then. The agreements also include standard adjustment provisions tied to certain corporate transactions or announcements. For investors, the key takeaways are that the buyback returns a portion of asset-sale proceeds to shareholders, provides an immediate share count reduction of roughly 8.7 million shares on the initial delivery, and leaves the final economics dependent on the average share price during the averaging period. The filing does not discuss the impact on earnings guidance, dividends, or the balance sheet beyond the funding source, so those points should be checked against company reporting.

Mar 7, 2023 8-K

Regulation FDExhibits & Filings

Consolidated Edison 8-K Report, Regulation FD Disclosure (Mar 1, 2023)

On March 1, 2023, Consolidated Edison, Inc. (NYSE: ED) announced it has substantially completed the sale of its wholly-owned subsidiary, Con Edison Clean Energy Businesses, Inc., to RWE Renewables Americas, LLC. The transaction is valued at $6.8 billion and was previously disclosed in an 8-K dated October 1, 2022, under a Purchase and Sale Agreement between the parties. The filing is a Regulation FD disclosure: the press release is furnished under Item 7.01, not filed, so it is not subject to Section 18 liabilities. No financial results, guidance changes, or accounting figures are included in this filing. The press release reinforces management's strategic direction. CEO Timothy P. Cawley stated that "Con Edison's focus is on New York," signaling that the company is exiting its clean energy merchant businesses to concentrate on its regulated utility operations in New York. The company says it will continue investing in clean energy transmission, building electrification, energy efficiency, EV infrastructure, and battery storage, and it intends to seek state approval for utility-owned renewable generation in New York. For investors, the key takeaway is that the divestiture is finalized and the company is refocusing on regulated New York utility investments. The filing does not disclose the sale's gain or loss, use of proceeds, or effects on earnings or capital allocation, so those details would need to come from subsequent filings such as the 10-Q or 10-K. The company describes itself as having approximately $16 billion in annual revenues and $69 billion in assets.

Mar 1, 2023 8-K