10-Q 1 a2048590z10-q.htm 10-Q Prepared by MERRILL CORPORATION

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Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

/x/ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For The Quarterly Period Ended March 31, 2001
or  

/ /

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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

1-4315

 

Orange and Rockland Utilities, Inc.
One Blue Hill Plaza, Pearl River, New York 10965
(914) 352-6000

 

New York

 

13-1727729

Indicate by check mark whether each 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, and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

As of the close of business on April 30, 2001, Consolidated Edison, Inc. (Con Edison) had outstanding 212,096,481 Common Shares ($.10 par value). Con Edison owns all of the outstanding common equity of Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R).

O&R meets the conditions specified in general instruction H(1)(a) and (b) of form 10-Q
and is therefore filing this form with the reduced disclosure format.

1



TABLE OF CONTENTS

 
   
   

 

 

 

 

 
Filing Format
Forward-Looking Statements

Part I.

 

Financial Information
Item 1.   Financial Statements
    Con Edison   Consolidated Balance Sheet
        Consolidated Income Statement
        Consolidated Statement of Comprehensive Income
        Consolidated Statement of Cash Flows
        Notes to Financial Statements
    Con Edison   Consolidated Balance Sheet
    of New York   Consolidated Income Statement
        Consolidated Statement of Comprehensive Income
        Consolidated Statement of Cash Flows
        Notes to Financial Statements
    O&R   Consolidated Balance Sheet
        Consolidated Income Statement
        Consolidated Statement of Comprehensive Income
        Consolidated Statement of Cash Flows
        Notes to Financial Statements
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations
    Con Edison
    Con Edison of New York
    O&R
    O&R Management's Narrative Analysis of the Results of Operations
Item 3   Quantitative and Qualitative Disclosures About Market Risk
    Con Edison
    Con Edison of New York
    O&R

Part II.

 

Other Information
Item 1.   Legal Proceedings
Item 6.   Exhibits and Reports on Form 8-K

* O&R is omitting this information pursuant to General Instruction H of Form 10-Q.

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Filing Format

This Quarterly Report on Form 10-Q is a combined report being filed separately by three different registrants: Consolidated Edison, Inc. (Con Edison), Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R). Neither Con Edison of New York nor O&R makes any representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.

O&R, a wholly-owned subsidiary of Con Edison, meets the conditions specified in General Instruction H of Form 10-Q and is permitted to use the reduced disclosure format for wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies under the Securities Exchange Act of 1934. Accordingly, O&R has omitted from this report the information called for by Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and has included in this report its Management's Narrative Analysis of the Results of Operations. In accordance with general instruction H, O&R has also omitted from this report the information, if any, called for by Part I, Item 3, Quantitative and Qualitative Disclosure About Market Risk; Part II, Item 2, Changes in Securities and Use of Proceeds; Part II, Item 3, Defaults Upon Senior Securities; and Part II, Item 4, Submission of Matters to a Vote of Security Holders.


Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements, which are statements of future expectation and not facts. Words such as "estimates," "expects," "anticipates," "intends," "plans" and similar expressions identify forward-looking statements. Actual results or developments might differ materially from those included in the forward-looking statements because of factors such as competition and industry restructuring, developments relating to Indian Point 2 (see Note C to the Con Edison financial statements in Part I, Item 1 of this report), developments relating to Northeast Utilities (see Note D to the Con Edison financial statements in Part I, Item 1 of this report), developments in wholesale energy markets, technological developments, changes in economic conditions, changes in historical weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, and other presently unknown or unforeseen factors.

3



Consolidated Edison, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As at

 
  March 31, 2001
  December 31, 2000
 
  (Thousands of Dollars)

ASSETS            
UTILITY PLANT, AT ORIGINAL COST            
  Electric   $ 11,752,292   $ 11,808,102
  Gas     2,327,139     2,300,055
  Steam     742,840     740,189
  General     1,393,541     1,388,602
  Unregulated generating assets     279,156     279,060

  TOTAL     16,494,968     16,516,008
  Less: Accumulated depreciation     5,210,338     5,234,701

  NET     11,284,630     11,281,307
  Construction work in progress     538,022     504,471
  Nuclear fuel assemblies and components, less accumulated amortization     104,087     107,641

NET UTILITY PLANT     11,926,739     11,893,419

CURRENT ASSETS            
  Cash and temporary cash investments     59,566     94,828
  Accounts receivable - customer, less allowance for uncollectible accounts of $32,282 and $33,714     926,503     910,344
  Other receivables     118,190     168,415
  Fuel, at average cost     16,106     29,148
  Gas in storage, at average cost     49,190     82,419
  Materials and supplies, at average cost     125,041     131,362
  Prepayments     664,539     524,377
  Other current assets     87,451     75,094

TOTAL CURRENT ASSETS     2,046,586     2,015,987

INVESTMENTS            
  Nuclear decommissioning trust funds     335,355     328,969
  Other     256,136     238,871

TOTAL INVESTMENTS     591,491     567,840

DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS            
  Goodwill     485,388     488,702
  Regulatory assets            
      Future federal income tax     668,685     676,527
      Recoverable energy costs     184,691     340,495
      Real estate sale costs - First Avenue properties     103,348     103,009
      Deferred special retirement program costs     86,949     88,633
      Divestiture - capacity replacement reconciliation     73,850     73,850
      Workers' compensation reserve     54,097     47,097
      Accrued unbilled revenues     66,196     72,619
      Deferred revenue taxes     32,535     43,879
      Deferred environmental remediation costs     54,648     49,056
      Other     126,357     112,604

  TOTAL REGULATORY ASSETS     1,451,356     1,607,769
  Other deferred charges and noncurrent assets     181,880     193,528

TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS     2,118,624     2,289,999

TOTAL   $ 16,683,440   $ 16,767,245

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

4



Consolidated Edison, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As at

 
 
  March 31, 2001
  December 31, 2000
 
 
  (Thousands of Dollars)

 
CAPITALIZATION AND LIABILITIES              
CAPITALIZATION              
  Common stock, authorized 500,000,000 shares; outstanding 212,070,531 shares and 212,027,131 shares   $ 1,482,341   $ 1,482,341  
  Retained earnings     5,102,746     5,040,931  
  Treasury stock, at cost; 23,417,563 shares and 23,460,963 shares     (1,010,947 )   (1,012,919 )
  Capital stock expense     (35,749 )   (35,817 )
  Accumulated other comprehensive income     (17,546 )   (2,147 )

 
  TOTAL COMMON SHAREHOLDERS' EQUITY     5,520,845     5,472,389  

 
  Preferred stock subject to mandatory redemption     37,050     37,050  
  Other preferred stock     212,563     212,563  
  Long-term debt     5,135,175     5,415,409  

 
TOTAL CAPITALIZATION     10,905,633     11,137,411  

 
NONCURRENT LIABILITIES              
  Obligations under capital leases     30,727     31,504  
  Accumulated provision for injuries and damages     168,541     160,671  
  Pension and benefits reserve     197,274     181,346  
  Other noncurrent liabilities     38,806     40,456  

 
TOTAL NONCURRENT LIABILITIES     435,348     413,977  

 
CURRENT LIABILITIES              
  Long-term debt due within one year     459,590     309,590  
  Notes payable     438,062     255,042  
  Accounts payable     756,887     1,020,401  
  Customer deposits     204,710     202,888  
  Accrued taxes     91,182     64,345  
  Accrued interest     88,521     85,276  
  Accrued wages     87,486     70,951  
  Other current liabilities     302,648     328,686  

 
TOTAL CURRENT LIABILITIES     2,429,086     2,337,179  

 
DEFERRED CREDITS AND REGULATORY LIABILITIES              
  Accumulated deferred federal income tax     2,323,842     2,302,764  
  Accumulated deferred investment tax credits     127,791     131,429  
  Regulatory liabilities              
      Gain on divestiture     88,321     50,000  
      NY state tax law revisions     56,671     59,523  
      Deposit from sale of First Avenue properties     50,000     50,000  
      Accrued electric rate reduction     38,018     38,018  
      NYPA revenue increase     37,368     35,021  
      Other     191,007     211,706  

 
  TOTAL REGULATORY LIABILITIES     461,385     444,268  
  Other deferred credits     355     217  

 
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES     2,913,373     2,878,678  

 
TOTAL   $ 16,683,440   $ 16,767,245  

 

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

5



Consolidated Edison, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING REVENUES              
  Electric   $ 1,707,374   $ 1,512,249  
  Gas     701,819     469,473  
  Steam     258,252     170,258  
  Non-utility     218,819     166,611  

 
TOTAL OPERATING REVENUES     2,886,264     2,318,591  

 
OPERATING EXPENSES              
  Purchased power     1,015,885     730,188  
  Fuel     170,316     85,238  
  Gas purchased for resale     463,485     266,298  
  Other operations     261,604     312,098  
  Maintenance     128,446     106,832  
  Depreciation and amortization     134,998     142,722  
  Taxes, other than income tax     307,750     290,735  
  Income tax     117,298     101,771  

 
TOTAL OPERATING EXPENSES     2,599,782     2,035,882  

 
OPERATING INCOME     286,482     282,709  

OTHER INCOME (DEDUCTIONS)

 

 

 

 

 

 

 
  Investment income     1,465     4,399  
  Allowance for equity funds used during construction     243     (577 )
  Other income less miscellaneous deductions     (3,116 )   (262 )
  Income tax     5,595     (1,200 )

 
TOTAL OTHER INCOME (DEDUCTIONS)     4,187     2,360  

 
INCOME BEFORE INTEREST CHARGES     290,669     285,069  
  Interest on long-term debt     99,208     83,313  
  Other interest     10,487     11,978  
  Allowance for borrowed funds used during construction     (1,538 )   (1,755 )

 
NET INTEREST CHARGES     108,157     93,536  

 
PREFERRED STOCK DIVIDEND REQUIREMENTS     3,398     3,398  

 
NET INCOME FOR COMMON STOCK   $ 179,114   $ 188,135  

 
COMMON SHARES OUTSTANDING - AVERAGE (000)     212,160     212,641  
BASIC EARNINGS PER SHARE   $ 0.84   $ 0.88  

 
DILUTED EARNINGS PER SHARE   $ 0.84   $ 0.88  

 
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK   $ 0.550   $ 0.545  

 

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

6



Consolidated Edison, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)


  2001
  2000
 
  (Thousands of Dollars)


NET INCOME

 

$

179,114

 

$

188,135
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES            
  Investment in Marketable Equity Securities, net of $295 taxes     (212 )   -
  Minimum pension liability adjustments, net of $1,362 taxes     (2,348 )   -
  Unrealized gains (losses) on derivatives qualified as hedges due to cumulative effect of a change in accounting principle, net of $6,765 taxes     (8,900 )   -
  Unrealized gains (losses) on derivatives qualified as hedges, net of $406 taxes     (2,013 )   -
  Less: Reclassification adjustment for losses (gains) included in net income, net of ($1,037) taxes     1,926     -

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES     (15,399 )   -

COMPREHENSIVE INCOME   $ 163,715   $ 188,135

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

7



Consolidated Edison, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING ACTIVITIES              
  Net income for common stock   $ 179,114   $ 188,135  
  PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME              
      Depreciation and amortization     134,998     142,722  
      Income tax deferred (excluding taxes resulting from divestiture of plant)     5,623     67,211  
      Common equity component of allowance for funds used during construction     243     (577 )
      Prepayments - accrued pension credits     (80,635 )   (51,021 )
      Other non-cash charges     17,607     27,701  
  CHANGES IN ASSETS AND LIABILITIES              
      Accounts receivable - customer, less allowance for uncollectibles     (16,159 )   (58,508 )
      Materials and supplies, including fuel and gas in storage     44,940     12,219  
      Prepayments (other than pensions), other receivables and other current assets     (21,659 )   (76,615 )
      Deferred recoverable energy costs     155,804     (23,303 )
      Cost of removal less salvage     (21,456 )   (18,800 )
      Accounts payable     (263,514 )   (4,994 )
      Other-net     30,819     (5,003 )

 
NET CASH FLOWS FROM OPERATING ACTIVITIES     165,725     199,167  

 
INVESTING ACTIVITIES INCLUDING CONSTRUCTION              
      Utility construction expenditures     (203,096 )   (180,226 )
      Nuclear fuel expenditures     (4,069 )   (21,124 )
      Contributions to nuclear decommissioning trust     (5,325 )   (5,325 )
      Common equity component of allowance for funds used during construction     (243 )   577  
      Divestiture of utility plant (net of federal income tax)     100,041     -  
      Investments by unregulated subsidiaries     (6,802 )   (9,237 )
      Unregulated subsidiary utility plant     2,179     (734 )

 
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION     (117,315 )   (216,069 )

 
FINANCING ACTIVITIES INCLUDING DIVIDENDS              
      Repurchase of common stock     -     (68,524 )
      Net proceeds from short-term debt     183,020     14,737  
      Retirement of long-term debt     (150,000 )   (225,000 )
      Issuance and refunding costs     (76 )   (49 )
      Common stock dividends     (116,616 )   (115,708 )

 
NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS     (83,672 )   (394,544 )

 
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS     (35,262 )   (411,446 )
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1     94,828     485,050  

 
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31   $ 59,566   $ 73,604  

 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION              
      Cash paid during the period for:              
          Interest   $ 81,284   $ 93,563  
          Income taxes     42,600     -  

 

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

8


NOTES TO FINANCIAL STATEMENTS - CON EDISON

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison, Inc. (Con Edison) and its subsidiaries, including the regulated utility Consolidated Edison Company of New York, Inc. (Con Edison of New York), the regulated utility Orange and Rockland Utilities, Inc. (O&R) and several non-utility subsidiaries. These financial statements are unaudited but, in the opinion of Con Edison's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited Con Edison financial statements (including the notes thereto) included in the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K).

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison's utility subsidiaries and may be present in their facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, Con Edison had accrued $121.3 million as its best estimate of the utility subsidiaries' liability for sites as to which they have received process or notice alleging that hazardous substances generated by them (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, the amount of which is not presently determinable but may be material to Con Edison's financial position, results of operations or liquidity.

Con Edison's utility subsidiaries are permitted under current rate agreements to defer for subsequent recovery through rates certain site investigation and remediation costs with respect to hazardous waste. At March 31, 2001, $54.6 million of such costs had been deferred as regulatory assets.

Suits have been brought in New York State and federal courts against Con Edison's utility subsidiaries 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 utility subsidiaries. Many of these suits have been disposed of without any payment by the utility subsidiaries, or for immaterial amounts. The amounts specified in all the remaining suits total billions of dollars but Con Edison believes that these amounts are greatly exaggerated, as were the claims already

9


disposed of. Based on the information and relevant circumstances known to Con Edison at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Nuclear Generation

The Indian Point 2 nuclear generating unit, which Con Edison of New York owns and has agreed to sell, was out of service from February 2000 to January 2001. The New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of the company's actions regarding the operation and maintenance of Indian Point 2. An appeal is pending in the United States Court of Appeals for the Second Circuit of the October 2000 decision by the United States District Court for the Northern District of New York, in an action entitled Consolidated Edison Company of New York, Inc. v. Pataki, et al., in which the court determined that the law that directed the PSC to prohibit the company from recovering Indian Point 2 replacement power costs from customers was unconstitutional and granted the company's motion for a permanent injunction to prevent its implementation. The staff of the Nuclear Regulatory Commission is monitoring Indian Point 2 with heightened oversight. The company is unable to predict whether or not any Indian Point 2-related proceedings, lawsuits, legislation or other actions will have a material adverse effect on its financial position, results of operations or liquidity. For additional information about Indian Point 2, its pending sale and the outage, see Note G to Con Edison's financial statements included in Item 8 of the Form 10-K.

Note D - Northeast Utilities

On March 6, 2001, Con Edison commenced an action in the United States District Court for the Southern District of New York, entitled Consolidated Edison, Inc. v. Northeast Utilities, seeking a declaratory judgment that Northeast Utilities has failed to meet certain conditions precedent to Con Edison's obligation to complete its acquisition of Northeast Utilities pursuant to their agreement and plan of merger, dated as of October 13, 1999, as amended and restated as of January 11, 2000 (the merger agreement). The action also seeks the court's declaration that under the merger agreement Con Edison has no further or continuing obligations to Northeast Utilities, and that Northeast Utilities has no further or continuing rights as against Con Edison.

On March 12, 2001, Northeast Utilities commenced an action in the same court claiming that Con Edison materially breached the merger agreement by repudiating its obligations under the merger agreement and refusing to proceed with the transaction on the terms set forth in the merger agreement. The action also claims that, as a result of Con Edison's breach of the merger agreement, Northeast Utilities and its shareholders have suffered substantial damages, including the difference between the consideration to be paid to Northeast Utilities shareholders pursuant to the merger agreement and the current market value of Northeast Utilities common stock, expenditures in connection with regulatory approvals and lost business opportunities. Pursuant to the merger agreement, Con Edison agreed to acquire Northeast Utilities for $26.00 per share (an estimated aggregate of not more than $3.9 billion) plus $0.0034 per share for each day after August 5, 2000 through the day prior to the completion of the transaction, payable 50 percent in cash and 50 percent in stock.

10


Con Edison believes that it is not obligated to acquire Northeast Utilities because Northeast Utilities does not meet the merger agreement's conditions that Northeast Utilities perform all of its obligations under the merger agreement, including the obligation that it carry on its businesses in the ordinary course consistent with past practice; that the representations and warranties made by it in the merger agreement were true and correct when made and remain true and correct; and that there be no material adverse change with respect to Northeast Utilities. Con Edison believes that it has not materially breached the merger agreement. Con Edison is unable to predict whether or not any Northeast Utilities-related lawsuits or other actions will have a material adverse effect on Con Edison's financial position, results of operations or liquidity.

Note E - Derivative Instruments and Hedging Activities

As of January 2001, Con Edison adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities - an amendment of FASB Statement No. 133" (SFAS No. 133).

Neither Con Edison nor any of its subsidiaries, other than Consolidated Edison Energy, Inc., enters into derivative transactions that will not qualify for deferred accounting treatment. At March 31, 2001, deferred gains or losses were not material. Con Edison Energy, as discussed below, is an "energy trading organization."

Energy Trading

Con Edison's subsidiaries use derivative instruments to hedge purchases or sales of electricity and gas against adverse market price fluctuations.

Con Edison's utility subsidiaries, pursuant to Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), defer recognition in income of hedging gains and losses until the electricity or gas is purchased or sold. Pursuant to rate provisions that permit the recovery of the cost of purchased power and gas, Con Edison's utility subsidiaries credit or charge to their customers hedging gains or losses and related transaction costs. See "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K. Where SFAS No. 71 does not allow deferred recognition in income, Con Edison's utility subsidiaries have elected special hedge accounting pursuant to SFAS No. 133 to defer recognition of unrealized hedging gains and losses. Upon adoption of SFAS No. 133, Con Edison's utility subsidiaries had no transition adjustments to recognize in other comprehensive income. At March 31, 2001, the utility subsidiaries had $1.4 million of net hedging losses deferred as regulatory assets.

Consolidated Edison Solutions, Inc., a wholly-owned subsidiary of Con Edison (which provides competitive gas and electric supply and energy-related products and services), defers recognition in income of hedging gains and losses until the related electricity or gas is purchased or sold. Pursuant to SFAS No. 133, Con Edison Solutions has elected cash flow hedging for most such transactions and defers any changes in fair value of the transactions in other comprehensive income until the hedging transactions are

11


terminated. Any hedge ineffectiveness is recognized in income in the period in which it occurs. Upon adoption of SFAS No. 133, Con Edison Solutions recognized transition adjustments of $1.9 million in other comprehensive income and $0.4 million in income. In the quarter ended March 31, 2001, the company reclassified $1.9 million of accumulated other comprehensive income to income and recognized in income a pre-tax loss of $1.0 million relating to hedge ineffectiveness. At March 31, 2001, the company had deferred net hedging losses of $0.2 million in other comprehensive income.

Consolidated Edison Energy, Inc., a wholly-owned subsidiary of Con Edison (which markets specialized energy supply services to wholesale customers), enters into over-the-counter and exchange traded contracts for the purchase and sale of electricity or gas (which may provide for either physical or financial settlement) and is considered an "energy trading organization" required to account for such trading activities in accordance with FASB Emerging Issues Task Force Issue No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities" (98-10). Con Edison Energy recognized in income a pre-tax gain of $0.5 million in the quarter ended March 31, 2001, reflecting mark to market gains relating to its outstanding contracts at March 31, 2001. During the quarter ended March 31, 2001, Con Edison Energy entered into transactions for another subsidiary of Con Edison, as to which the company recognized in income a pre-tax mark to market gain of $7.4 million pursuant to 98-10.

Interest Rate Hedging

In connection with its $55 million promissory note issued to the New York State Energy Research and Development Authority for the net proceeds of the Authority's variable rate Pollution Control Refunding Revenue Bonds (O&R Projects), 1994 Series A (the 1994 Bonds), O&R has a swap agreement pursuant to which it pays interest at a fixed rate of 6.09 percent and is paid interest at the same variable rate as is paid on the 1994 Bonds. Upon adoption of SFAS No. 133, O&R recognized transition adjustments of $13.9 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If the swap agreement had been terminated on March 31, 2001, O&R would have been required to pay approximately $14.5 million. In connection with $95 million of variable rate loans undertaken relating to the Lakewood electric generating plant, Consolidated Edison Development, Inc., a wholly-owned subsidiary of Con Edison (which invests in and manages energy infrastructure projects), has swap agreements pursuant to which it pays interest at a fixed rate of 6.68 percent and is paid interest at a variable rate equal to the three-month London Interbank Offered Rate. Upon adoption of SFAS No. 133, Con Edison Development recognized transition adjustments of $2.6 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If these swap agreements had been terminated on March 31, 2001, Con Edison Development would have been required to pay approximately $4.7 million. Pursuant to SFAS No. 133, the O&R and Con Edison Development swap agreements are accounted for as cash flow hedges and changes in their fair value are recorded in other comprehensive income. The fair value of these swap agreements is calculated based upon current market conditions.

12


Note F - Financial Information by Business Segment


Consolidated Edison, Inc.


SEGMENT FINANCIAL INFORMATION

$000's

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  Electric

  Gas

  2001
  2000
  2001
  2000
Operating revenues   $ 1,707,374   $ 1,512,249   $ 701,819   $ 469,473
Intersegment revenues     3,529     18,743     719     2,331
Depreciation and amortization     106,098     117,179     17,741     16,884
Operating income     149,126     153,455     97,930     100,614
 
  Steam

  Other

 
 
  2001
  2000
  2001
  2000
 
Operating revenues   $ 258,252   $ 170,258   $ 218,819   $ 166,611  
Intersegment revenues     467     417     2,336     369  
Depreciation and amortization     4,405     4,592     6,754     4,067  
Operating income     39,880     30,425     (454 )   (1,785 )
 
  Total

   
   
 
  2001
  2000
   
   
Operating revenues   $ 2,886,264   $ 2,318,591        
Intersegment revenues     7,051     21,860        
Depreciation and amortization     134,998     142,722        
Operating income     286,482     282,709        

13



Consolidated Edison Company of New York, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As at

 
  March 31, 2001
  December 31, 2000
 
  (Thousands of Dollars)

ASSETS            
UTILITY PLANT, AT ORIGINAL COST            
  Electric   $ 11,077,066   $ 11,135,764
  Gas     2,044,476     2,020,395
  Steam     742,840     740,189
  General     1,283,884     1,282,254

  TOTAL     15,148,266     15,178,602
  Less: Accumulated depreciation     4,785,401     4,819,626

  NET     10,362,865     10,358,976
  Construction work in progress     511,659     476,379
  Nuclear fuel assemblies and components, less accumulated amortization     104,087     107,641

NET UTILITY PLANT     10,978,611     10,942,996

CURRENT ASSETS            
  Cash and temporary cash investments     35,780     70,273
  Accounts receivable - customer, less allowance for uncollectible accounts of $25,019 and $25,800     777,662     743,883
  Other receivables     129,385     155,656
  Fuel, at average cost     16,106     28,455
  Gas in storage, at average cost     39,406     64,144
  Materials and supplies, at average cost     112,781     118,344
  Prepayments     631,792     497,884
  Other current assets     53,760     50,977

TOTAL CURRENT ASSETS     1,796,672     1,729,616

INVESTMENTS            
  Nuclear decommissioning trust funds     335,355     328,969
  Other     18,724     19,155

TOTAL INVESTMENTS     354,079     348,124

DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS            
  Regulatory assets            
      Future federal income tax     634,851     642,868
      Recoverable energy costs     124,751     274,288
      Real estate sale costs - First Avenue properties     103,348     103,009
      Divestiture - capacity replacement reconciliation     73,850     73,850
      Workers' compensation reserve     54,097     47,097
      Deferred special retirement program costs     45,605     46,743
      Accrued unbilled gas revenue     43,594     43,594
      Deferred revenue taxes     23,640     36,542
      Other     120,670     100,843

  TOTAL REGULATORY ASSETS     1,224,406     1,368,834
  Other deferred charges and noncurrent assets     161,997     158,371

TOTAL DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS     1,386,403     1,527,205

TOTAL   $ 14,515,765   $ 14,547,941

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

14



Consolidated Edison Company of New York, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As at

 
 
  March 31, 2001
  December 31, 2000
 
 
  (Thousands of Dollars)

 
CAPITALIZATION AND LIABILITIES              
CAPITALIZATION              
  Common stock   $ 1,482,341   $ 1,482,341  
  Repurchased Consolidated Edison, Inc. common stock     (962,092 )   (962,092 )
  Retained earnings     4,051,034     3,995,825  
  Capital stock expense     (35,749 )   (35,817 )
  Accumulated other comprehensive income     (3,085 )   (673 )

 
  TOTAL COMMON SHAREHOLDER'S EQUITY     4,532,449     4,479,584  

 
  Preferred stock              
    Subject to mandatory redemption              
    6-1/8% Series J     37,050     37,050  

 
  TOTAL SUBJECT TO MANDATORY REDEMPTION     37,050     37,050  

 
  Other preferred stock              
    $5 Cumulative Preferred     175,000     175,000  
    4.65% Series C     15,330     15,330  
    4.65% Series D     22,233     22,233  

 
  TOTAL OTHER PREFERRED STOCK     212,563     212,563  

 
  TOTAL PREFERRED STOCK     249,613     249,613  

 
  Long-term debt     4,615,666     4,915,108  

 
TOTAL CAPITALIZATION     9,397,728     9,644,305  

 
NONCURRENT LIABILITIES              
  Obligations under capital leases     30,672     31,432  
  Accumulated provision for injuries and damages     155,657     148,047  
  Pension and benefits reserve     116,834     105,124  
  Other noncurrent liabilities     14,822     14,822  

 
TOTAL NONCURRENT LIABILITIES     317,985     299,425  

 
CURRENT LIABILITIES              
  Long-term debt due within one year     450,000     300,000  
  Notes payable     337,944     139,969  
  Accounts payable     633,830     879,602  
  Customer deposits     197,618     195,762  
  Accrued taxes     81,824     49,509  
  Accrued interest     80,564     78,230  
  Accrued wages     82,436     70,951  
  Other current liabilities     246,939     237,634  

 
TOTAL CURRENT LIABILITIES     2,111,155     1,951,657  

 
DEFERRED CREDITS AND REGULATORY LIABILITIES              
  Accumulated deferred federal income tax     2,153,639     2,134,973  
  Accumulated deferred investment tax credits     120,949     124,532  
  Regulatory liabilities              
      Gain on divestiture     88,321     50,000  
      NY state tax law revisions     56,671     59,523  
      Deposit from sale of First Avenue properties     50,000     50,000  
      Accrued electric rate reduction     38,018     38,018  
      NYPA revenue increase     37,368     35,021  
      Other     143,931     160,487  

 
  TOTAL REGULATORY LIABILITIES     414,309     393,049  
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES     2,688,897     2,652,554  

 
TOTAL   $ 14,515,765   $ 14,547,941  

 

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

15



Consolidated Edison Company of New York, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING REVENUES              
  Electric   $ 1,583,199   $ 1,423,160  
  Gas     597,441     393,643  
  Steam     258,252     170,258  

 
TOTAL OPERATING REVENUES     2,438,892     1,987,061  

 
OPERATING EXPENSES              
  Purchased power     781,987     618,243  
  Fuel     170,316     85,198  
  Gas purchased for resale     365,027     159,552  
  Other operations     215,297     257,099  
  Maintenance     121,214     100,684  
  Depreciation and amortization     120,001     131,540  
  Taxes, other than income tax     288,195     270,303  
  Income tax     109,234     95,957  

 
TOTAL OPERATING EXPENSES     2,171,271     1,718,576  

 
OPERATING INCOME     267,621     268,485  

OTHER INCOME (DEDUCTIONS)

 

 

 

 

 

 

 
  Investment income     155     732  
  Allowance for equity funds used during construction     243     (626 )
  Other income less miscellaneous deductions     (1,172 )   18  
  Income tax     4,635     (390 )

 
TOTAL OTHER INCOME (DEDUCTIONS)     3,861     (266 )

 
INCOME BEFORE INTEREST CHARGES     271,482     268,219  
  Interest on long-term debt     89,677     76,749  
  Other interest     7,894     11,470  
  Allowance for borrowed funds used during construction     (1,307 )   (1,680 )

 
NET INTEREST CHARGES     96,264     86,539  

 
NET INCOME     175,218     181,680  
PREFERRED STOCK DIVIDEND REQUIREMENTS     3,398     3,398  

 
NET INCOME FOR COMMON STOCK   $ 171,820   $ 178,282  

 
CON EDISON OF NEW YORK SALES              
  Electric (thousands of kilowatthours)              
      Con Edison of New York customers     7,747,989     7,616,450  
      Delivery service for Retail Choice     2,439,562     2,254,849  
      Delivery service to NYPA and others     2,557,351     2,474,889  

 
  Total sales in service territory     12,744,902     12,346,188  
      Off-system and ESCO sales     392,908     1,566,554  
  Gas (dekatherms)              
      Firm sales and transportation     45,456,863     41,698,003  
      Off-peak firm/interruptible     5,827,063     4,855,049  

 
  Total sales to Con Edison of New York customers     51,283,926     46,553,052  
      Transportation of customer-owned gas              
          NYPA     29,969     3,224,517  
          Other     6,609,906     20,321,571  
      Off-system sales     1,644,926     8,898,564  

 
  Total sales and transportation     59,568,727     78,997,704  
  Steam (thousands of pounds)     10,482,696     10,225,610  

 

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

16



Consolidated Edison Company of New York, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)


  2001
  2000
 
  (Thousands of Dollars)


NET INCOME

 

$

171,820

 

$

178,282
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES            
  Minimum pension liability adjustments, net of $1,299 taxes     (2,412 )   -

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES     (2,412 )   -

COMPREHENSIVE INCOME   $ 169,408   $ 178,282

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

17



Consolidated Edison Company of New York, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING ACTIVITIES              
  Net income   $ 175,218   $ 181,680  
  PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME              
      Depreciation and amortization     120,001     131,540  
      Income tax deferred (excluding taxes resulting from divestiture of plant)     (2,923 )   70,582  
      Common equity component of allowance for funds used during construction     243     (626 )
      Prepayments - accrued pension credits     (80,635 )   (51,021 )
      Other non-cash charges     11,055     3,520  
  CHANGES IN ASSETS AND LIABILITIES              
      Accounts receivable - customer, less allowance for uncollectibles     (33,779 )   (47,804 )
      Materials and supplies, including fuel and gas in storage     34,998     11,405  
      Prepayments (other than pensions), other receivables and other current assets     (29,785 )   (106,860 )
      Deferred recoverable energy costs     149,537     (27,947 )
      Cost of removal less salvage     (21,242 )   (18,800 )
      Accounts payable     (245,772 )   858  
      Other-net     64,827     2,874  

 
NET CASH FLOWS FROM OPERATING ACTIVITIES     141,743     149,401  

 
INVESTING ACTIVITIES INCLUDING CONSTRUCTION              
      Construction expenditures     (194,525 )   (169,386 )
      Nuclear fuel expenditures     (4,069 )   (21,124 )
      Contributions to nuclear decommissioning trust     (5,325 )   (5,325 )
      Divestiture of utility plant (net of federal income tax)     100,041     -  
      Common equity component of allowance for funds used during construction     (243 )   626  

 
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION     (104,121 )   (195,209 )

 
FINANCING ACTIVITIES INCLUDING DIVIDENDS              
      Repurchase of common stock     -     (29,447 )
      Net proceeds from short-term debt     197,975     (14,743 )
      Retirement of long-term debt     (150,000 )   (125,000 )
      Issuance and refunding costs     (76 )   (49 )
      Common stock dividends     (116,616 )   (115,708 )
      Preferred stock dividends     (3,398 )   (3,398 )

 
NET CASH FLOWS USED IN FINANCING ACTIVITIES INCLUDING DIVIDENDS     (72,115 )   (288,345 )

 
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS     (34,493 )   (334,153 )
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1     70,273     349,033  

 
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31   $ 35,780   $ 14,880  

 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION              
      Cash paid during the period for:              
          Interest   $ 79,745   $ 83,651  
          Income taxes     34,701     -  

 

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

18


NOTES TO FINANCIAL STATEMENTS - CON EDISON OF NEW YORK

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Consolidated Edison Company of New York, Inc. (Con Edison of New York) and its subsidiaries. Consolidated Edison, Inc. (Con Edison) owns all of the outstanding common stock of Con Edison of New York. These financial statements are unaudited but, in the opinion of Con Edison of New York's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited Con Edison of New York financial statements (including the notes thereto) included in the combined Con Edison, Con Edison of New York and Orange and Rockland Utilities, Inc. Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K).

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of Con Edison of New York and may be present in its facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, Con Edison of New York had accrued $89.6 million as its best estimate of its liability for sites as to which it has received process or notice alleging that hazardous substances generated by the company and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, the amount of which is not presently determinable but may be material to the company's financial position, results of operations or liquidity.

Under Con Edison of New York's current electric, gas and steam rate agreements, site investigation and remediation costs in excess of $5 million annually incurred with respect to hazardous waste for which it is responsible are to be deferred and subsequently reflected in rates. At March 31, 2001, $20.5 million of such costs had been deferred as regulatory assets.

Suits have been brought in New York State and federal courts against Con Edison of New York 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 company. Many of these suits have been disposed of without any payment by the company, or for immaterial amounts. The amounts specified in all the remaining suits total billions of dollars but the company believes that these amounts are greatly exaggerated, as were the claims already disposed of.

19


Based on the information and relevant circumstances known to the company at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Nuclear Generation

The Indian Point 2 nuclear generating unit, which Con Edison of New York owns and has agreed to sell, was out of service from February 2000 to January 2001. The New York State Public Service Commission (PSC) is investigating the Indian Point 2 outage and its causes and the prudence of the company's actions regarding the operation and maintenance of Indian Point 2. An appeal is pending in the United States Court of Appeals for the Second Circuit of the October 2000 decision by the United States District Court for the Northern District of New York, in an action entitled Consolidated Edison Company of New York, Inc. v. Pataki, et al., in which the court determined that the law that directed the PSC to prohibit the company from recovering Indian Point 2 replacement power costs from customers was unconstitutional and granted the company's motion for a permanent injunction to prevent its implementation. The staff of the Nuclear Regulatory Commission is monitoring Indian Point 2 with heightened oversight. The company is unable to predict whether or not any Indian Point 2-related proceedings, lawsuits, legislation or other actions will have a material adverse effect on its financial position, results of operations or liquidity. For additional information about Indian Point 2, its pending sale and the outage, see Note G to Con Edison's financial statements included in Item 8 of the Form 10-K.

Note D - Derivative Instruments and Hedging Activities

As of January 2001, Con Edison of New York adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133" (SFAS No. 133).

Con Edison of New York does not enter into derivative transactions that will not qualify for deferred accounting treatment. At March 31, 2001, deferred gains or losses were not material.

Con Edison of New York uses derivative instruments to hedge purchases or sales of electricity and gas against adverse market price fluctuations.

Pursuant to Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71), the company defers recognition in income of hedging gains and losses until the electricity or gas is purchased or sold. Pursuant to rate provisions that permit the recovery of the cost of purchased power and gas, the company credits or charges its customers hedging gains or losses and related transaction costs. See "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K. Where SFAS No. 71 does not allow deferred recognition in income, the company has elected special hedge accounting pursuant to SFAS No. 133 to defer recognition of unrealized hedging gains and losses. Upon adoption of SFAS No. 133, the company had no transition adjustments to recognize in other comprehensive income. At March 31, 2001, the company had $1.4 million of net hedging losses deferred as regulatory assets.

20


Note E - Financial Information by Business Segment

Consolidated Edison Company of New York, Inc.

SEGMENT FINANCIAL INFORMATION
$000's

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  Electric

  Gas

  2001
  2000
  2001
  2000
Operating revenues   $ 1,583,199   $ 1,423,160   $ 597,441   $ 393,643
Intersegment revenues     2,663     3,185     719     703
Depreciation and amortization     99,915     112,217     15,681     14,731
Operating income     140,243     146,737     87,498     91,323
 
  Steam

  Total

 
  2001
  2000
  2001
  2000
Operating revenues   $ 258,252   $ 170,258   $ 2,438,892   $ 1,987,061
Intersegment revenues     467     417     3,849     4,305
Depreciation and amortization     4,405     4,592     120,001     131,540
Operating income     39,880     30,425     267,621     268,485

21



Orange and Rockland Utilities, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As At

 
  March 31, 2001
  December 31, 2000
 
  (Thousands of Dollars)

ASSETS            
UTILITY PLANT, AT ORIGINAL COST            
  Electric   $ 675,226   $ 672,338
  Gas     282,663     279,661
  Common     109,657     106,348

  TOTAL     1,067,546     1,058,347
  Less: Accumulated depreciation     374,018     366,432

  NET     693,528     691,915
  Construction work in progress     26,362     28,091

NET UTILITY PLANT     719,890     720,006

CURRENT ASSETS:            
  Cash and cash equivalents     3,740     8,483
  Customer accounts receivable, less allowance for uncollectable accounts of $2,950 and $3,845     98,133     82,183
  Other accounts receivable, less allowance for uncollectable accounts of $963 and $818     7,845     7,551
  Accrued utility revenue     22,602     29,025
  Gas in storage, at average cost     9,680     16,567
  Materials and supplies, at average cost     4,999     4,815
  Prepayments     22,949     23,854
  Other current assets     18,929     20,735

TOTAL CURRENT ASSETS     188,877     193,213

INVESTMENTS            
  Non-utility property - net of accumulated depreciation and amortization     3,251     3,249
  Other     6     6

TOTAL INVESTMENTS     3,257     3,255

DEFERRED CHARGES, REGULATORY ASSETS AND NONCURRENT ASSETS            
  Regulatory assets            
      Deferred pension and other postretirement benefits     41,344     41,890
      Recoverable fuel costs     59,940     66,207
      Deferred environmental remediation costs     34,128     34,056
      Future federal income tax     33,833     33,659
      Other regulatory assets     26,297     26,761
      Deferred revenue taxes     8,895     7,337

  TOTAL REGULATORY ASSETS     204,437     209,910
  Other deferred charges and noncurrent assets     11,699     12,273

TOTAL DEFERRED CHARGES, REGULATORY ASSET AND NONCURRENT ASSETS     216,136     222,183

TOTAL   $ 1,128,160   $ 1,138,657

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

22



Orange And Rockland Utilities, Inc.


CONSOLIDATED BALANCE SHEET

(Unaudited)

 
  As At

 
 
  March 31, 2001
  December 31, 2000
 
 
  (Thousands of Dollars)

 
CAPITALIZATION AND LIABILITIES              
CAPITALIZATION:              
  Common stock   $ 5   $ 5  
  Additional paid in capital     194,499     194,498  
  Retained earnings     145,785     139,610  
  Accumulated comprehensive income     (10,114 )   (1,473 )

 
  TOTAL COMMON SHAREHOLDERS' EQUITY     330,175     332,640  
  Long term debt     350,199     335,656  

 
TOTAL CAPITALIZATION     680,374     668,296  

 
NON-CURRENT LIABILITIES:              
  Pension and benefit reserve     80,439     76,222  
  Other noncurrent liabilities     25,542     26,974  

 
TOTAL NON-CURRENT LIABILITIES     105,981     103,196  

 
CURRENT LIABILITIES:              
  Notes payable     30,750     40,820  
  Accounts payable     42,907     58,664  
  Accounts payable to affiliated companies     16,286     9,169  
  Accrued federal income and other taxes     10,761     4,863  
  Customer deposits     7,092     7,126  
  Accrued interest     7,997     7,087  
  Accrued environmental costs     32,944     32,852  
  Other current liabilities     25,415     27,756  

 
TOTAL CURRENT LIABILITIES     174,152     188,337  

 
DEFERRED CREDITS AND REGULATORY LIABILITIES              
  Accumulated deferred federal income tax     113,602     120,497  
  Deferred investment tax credits     6,842     6,897  
  Regulatory liabilities              
      Pension and other benefits     12,899     15,587  
      Gas recoveries and pipeline refunds     12,138     15,076  
      Industry restructuring collections     15,108     14,198  
      Other current liabilities     6,712     6,358  

 
  TOTAL REGULATORY LIABILITIES     46,857     51,219  
  Other deferred credits     352     215  

 
TOTAL DEFERRED CREDITS AND REGULATORY LIABILITIES     167,653     178,828  

 
TOTAL   $ 1,128,160   $ 1,138,657  

 

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

23



Orange and Rockland Utilities, Inc.


CONSOLIDATED INCOME STATEMENT

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING REVENUES              
  Electric   $ 125,036   $ 104,643  
  Gas     104,378     77,458  
  Non-utility     34     95  

 
TOTAL OPERATING REVENUES     229,448     182,196  

 
OPERATING EXPENSES              
  Purchased power     69,662     54,557  
  Fuel     -     39  
  Gas purchased for resale     73,619     48,326  
  Other operations     27,803     28,911  
  Maintenance     7,233     6,149  
  Depreciation and amortization     8,165     7,116  
  Taxes, other than income tax     14,923     16,116  
  Income tax     8,889     5,212  

 
TOTAL OPERATING EXPENSES     210,294     166,426  

 
OPERATING INCOME     19,154     15,770  
OTHER INCOME (DEDUCTIONS)              
  Investment income     934     3,105  
  Allowance for equity funds used during construction     -     50  
  Other income and deductions     (322 )   (348 )
  Income tax     (175 )   (875 )

 
TOTAL OTHER INCOME (DEDUCTIONS)     437     1,932  

 
INCOME BEFORE INTEREST CHARGES     19,591     17,702  
  Interest on long-term debt     5,493     6,563  
  Other interest     1,154     504  
  Allowance for borrowed funds used during construction     (231 )   (75 )

 
TOTAL INTEREST CHARGES     6,416     6,992  

 
NET INCOME FOR COMMON STOCK     13,175     10,710  

 
ORANGE AND ROCKLAND SALES & DELIVERIES              
  Electric - (thousands of killowatthours)              
      Orange And Rockland customers     1,093,054     1,022,124  
      Delivery service for Retail Choice     136,548     171,917  

 
  Total sales in service territory     1,229,602     1,194,041  
      Off-system sales     45     -  
  Gas - (dekatherms)              
      Firm sales and transportation     9,851,039     10,137,658  
      Off-peak firm/interruptible     2,218,347     2,176,324  

 
  Total sales to Orange And Rockland customers     12,069,386     12,313,982  
      Transportation of Customer Owned Gas     1,010,554     2,800,259  
      Off-system sales     847,693     2,320,107  

 
  Total sales and transportation     13,927,663     17,434,348  

 

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

24



Orange and Rockland Utilities, Inc.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2001 and 2000

  2001
  2000
(Unaudited)

  (Thousands of Dollars)


NET INCOME

 

$

13,175

 

$

10,170
OTHER COMPREHENSIVE INCOME (LOSS)            
  Investment in Marketable Equity Securities, net of $295 taxes     (212 )   -
  Minimum pension liability adjustments, net of $63 taxes     63     -
  Unrealized gains (losses) on derivatives qualified as hedges due to cumulative effect of a change in accounting principle, net of $5,751 taxes     (8,107 )   -
  Unrealized gains (losses) on derivatives qualified as hedges, net of $272 taxes     (384 )   -

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES     (8,640 )   -

COMPREHENSIVE INCOME   $ 4,535   $ 10,170

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

25



Orange and Rockland Utilities, Inc.


CONSOLIDATED STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

  2001
  2000
 
 
  (Thousands of Dollars)

 
OPERATING ACTIVITIES              
  Net income   $ 13,175   $ 10,710  
  PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME              
      Depreciation and amortization     8,165     7,116  
      Amortization of investment tax credit     (56 )   (114 )
      Federal and state income tax deferred     (689 )   (11,186 )
      Common equity component of allowance for funds used during construction     -     (50 )
      Other non-cash changes     (787 )   (1,914 )
  CHANGES IN ASSETS AND LIABILITIES              
      Accounts receivable - net, and accrued utility revenue     (9,528 )   (5,235 )
      Materials and supplies, including fuel and gas in storage     6,704     9,913  
      Prepayments, other receivables and other current assets     2,417     11,203  
      Deferred recoverable fuel costs     4,494     20,822  
      Accounts payable     (8,641 )   (8,640 )
      Refunds to customers     (1,693 )   118  
      Other - net     7,337     (5,077 )

 
NET CASH FLOWS FROM OPERATING ACTIVITIES     20,898     27,666  

 
INVESTING ACTIVITIES INCLUDING CONSTRUCTION              
  Construction expenditures     (8,571 )   (10,840 )
  Common equity component of allowance for funds used during construction     -     50  

 
NET CASH FLOWS USED IN INVESTING ACTIVITIES INCLUDING CONSTRUCTION     (8,571 )   (10,790 )

 
FINANCING ACTIVITIES              
  Retirement of long-term debt     -     (100,020 )
  Short-term debt arrangements     (10,070 )   29,500  
  Dividend to parent     (7,000 )   -  

 
NET CASH FLOWS FROM FINANCING ACTIVITIES INCLUDING DIVIDENDS     (17,070 )   (70,520 )

 
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS     (4,743 )   (53,644 )
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1     8,483     78,927  

 
CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31   $ 3,740   $ 25,283  

 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION              
  Cash paid during the period for:              
      Interest   $ 1,539   $ 9,911  
      Income Taxes   $ -   $ 4,487  

 

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

26



NOTES TO FINANCIAL STATEMENTS - O&R

Note A - General

These footnotes accompany and form an integral part of the interim consolidated financial statements of Orange and Rockland Utilities, Inc. (O&R), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison). These financial statements are unaudited but, in the opinion of O&R's management, reflect all adjustments (which include only normally recurring adjustments) necessary for a fair statement of the results for the interim periods presented. These financial statements should be read together with the audited O&R financial statements (including the notes thereto) included in the combined Con Edison, Consolidated Edison Company of New York, Inc. and O&R Annual Reports on Form 10-K for the year ended December 31, 2000.

Note B - Environmental Matters

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of O&R and may be present in its facilities and equipment.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund) and similar state statutes impose joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. Liabilities under these laws can be material and in some instances may be imposed without regard to fault, or may be imposed for past acts, even though such past acts may have been lawful at the time they occurred.

At March 31, 2001, O&R had accrued $31.7 million as its best estimate of its liability for sites as to which it has received process or notice alleging that hazardous substances generated by the company (and, in most instances, other potentially responsible parties) were deposited. There will be additional liability at these sites and other sites, including the costs of investigating and remediating sites where the company or its predecessors manufactured gas. The total amount of liability is not presently determinable but may be material to the company's financial position, results of operations or liquidity.

Under O&R's current gas rate agreement, O&R may defer for subsequent recovery through rates the cost of investigating and remediating manufactured gas sites. At March 31, 2001, $34.1 million of such costs had been deferred as a regulatory asset.

Suits have been brought in New York State and federal courts against O&R 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 company. Many of these suits have been disposed of without any payment by O&R, or for immaterial amounts. The amounts specified in all the remaining suits totals billions of dollars but the company believes that these amounts are greatly exaggerated, as were the claims already disposed of. Based on the information and relevant circumstances known to the company at this time, it does not believe that these suits will have a material adverse effect on its financial position, results of operation or liquidity.

27


In May 2000, the New York State Department of Environmental Conservation (DEC) issued notices of violation to O&R and four other companies that have operated coal-fired electric generating facilities in New York State. The notices allege violations of the federal Clean Air Act and the New York State Environmental Conservation law resulting from the alleged failure of the companies to obtain DEC permits for physical modifications to their generating facilities and to install pollution control equipment that would have reduced harmful emissions. The notice of violation received by O&R relates to the Lovett Generating Station that it sold in June 1999. O&R is unable to predict whether or not the alleged violations will have a material adverse effect on its financial position, results of operations or liquidity.

Note C - Related Party Transactions

Each month O&R is invoiced by Con Edison and its affiliates for the cost of any services they render to O&R. These services, provided primarily by Con Edison of New York, include substantially all administrative support operations such as corporate directorship and associated ministerial duties, accounting, treasury, investor relations, information resources, legal, human resources, fuel supply and energy management services. The cost of these services totaled $3.3 million during the first three months of 2001. In addition, O&R purchased $71.7 million of gas from Con Edison of New York during this period.

O&R provides certain recurring services to Con Edison of New York on a monthly basis, including cash receipts processing and certain other services. The cost of these services totaled $3.0 million during the first three months of 2001.

Note D - Derivative Instruments and Hedging Activities

As of January 2001, O&R adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, "Deferral of the Effective Date of FASB Statement No. 133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133" (SFAS No. 133).

In connection with its $55 million promissory note issued to the New York State Energy Research and Development Authority for the net proceeds of the Authority's variable rate Pollution Control Refunding Revenue Bonds (O&R Projects), 1994 Series A (the 1994 Bonds), O&R has a swap agreement pursuant to which it pays interest at a fixed rate of 6.09 percent and is paid interest at the same variable rate as is paid on the 1994 Bonds. Upon adoption of SFAS No. 133, O&R recognized transition adjustments of $13.9 million in other comprehensive income. In the quarter ended March 31, 2001, the company did not reclassify any comprehensive income to income. If the swap agreement had been terminated on March 31, 2001, O&R would have been required to pay approximately $14.5 million. Pursuant to SFAS No. 133, the swap agreement is accounted for as a cash flow hedge and changes in its fair value are recorded in other comprehensive income. The fair value of the swap agreement is calculated based upon current market conditions.

28


Note E - Financial Information by Business Segment


ORANGE AND ROCKLAND UTILITIES, INC.

SEGMENT FINANCIAL INFORMATION

$000's

For The Three Months Ended March 31, 2001 and 2000

  Electric

  Gas

  2001
  2000
  2001
  2000
Sales Revenues   $ 125,031   $ 104,639   $ 104,378   $ 77,458
Intersegment Revenues     5     4     -     -
Depreciation and amortization     6,104     4,962     2,060     2,153
Operating Income     8,882     6,701     10,432     9,291
 
  Other

  Total

 
  2001
  2000
  2001
  2000
Sales Revenues   $ 34   $ 95   $ 229,443   $ 182,192
Intersegment Revenues     -     -     5     4
Depreciation and amortization     1     1     8,165     7,116
Operating Income     (160 )   (222 )   19,154     15,770

29


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CON EDISON

Consolidated Edison, Inc. (Con Edison) is a holding company that operates only through its subsidiaries and has no material assets other than the stock of its subsidiaries. Con Edison's principal subsidiaries are regulated utilities: Consolidated Edison Company of New York, Inc. (Con Edison of New York) and Orange and Rockland Utilities, Inc. (O&R). Con Edison also has several unregulated subsidiaries.

The following discussion and analysis, which relates to the interim consolidated financial statements of Con Edison and its subsidiaries (including Con Edison of New York and O&R) included in Part I, Item 1 of this report, should be read in conjunction with Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations (Con Edison's Form 10-K MD&A) in Item 7 of the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1-14514, 1-1217 and 1-4315, the Form 10-K). Reference is also made to the notes to the Con Edison financial statements in Part I, Item 1 of this report, which notes are incorporated herein by reference.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding notes payable (principally commercial paper) at March 31, 2001 and December 31, 2000 were (amounts shown in millions):

 
  March 31, 2001
  December 31, 2000
Cash and temporary cash investments   $ 59.6   $ 94.8
Notes payable   $ 438.1   $ 255.0

The decrease in cash and temporary cash investments at March 31, 2001 compared with December 31, 2000 reflects net cash flows from operating activities and net cash flows used in investing and financing activities.

Cash Flows from Operating Activities

Net cash flows from operating activities during the first quarter of 2001 decreased $33.4 million compared with the first quarter of 2000, reflecting principally lower net income (including increased non-cash pension credits), decreased accounts payable and increased accounts receivable, offset in part by decreased deferred recoverable energy costs.

Accounts receivable - customer, less allowance for uncollectible accounts increased $16.2 million at March 31, 2001 compared with year-end 2000 due primarily to increased customer billings by Con Edison's utility subsidiaries, reflecting higher energy sales and energy costs, and the timing of customer payments. Con Edison of New York's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable was 30.2 days at March 31, 2001 compared with 29.7 days at December 31, 2000. For O&R, the ENDRO was 43.6 days at March 31, 2001 and 35.4 days at December 31, 2000. The changes in ENDRO reflect increased use by customers of level billing and alternative payment arrangements and the timing of customer payments.

30


Prepayments include cumulative credits to pension expense for Con Edison of New York amounting to $447.4 million at March 31, 2001 compared with $366.7 million at December 31, 2000. Pension credits, which result primarily from favorable performance by the company's pension fund in past years, increase net income but do not provide cash for the company's operations. See Note D to the Con Edison financial statements included in Item 8 of the Form 10-K.

Prepayments at March 31, 2001 also include prepaid property tax for Con Edison of New York of $137.2 million compared with $11.6 million at December 31, 2000. Property taxes are generally prepaid on January 1 and July 1 of each year.

Deferred recoverable energy costs decreased $155.8 million at March 31, 2001 compared with year-end 2000, due primarily to the ongoing recovery of previously deferred amounts, offset in part by the deferral for future recovery of additional purchased power and gas costs. See "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Unfunded pension and other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) increased $15.9 million at March 31, 2001 compared with year-end 2000. Con Edison of New York's policy is to fund its pension and OPEB costs to the extent deductible under current tax regulations. O&R's policy is to fund its pension and OPEB costs to the extent of its rate recovery. The reserve also includes a minimum liability for supplemental executive retirement programs, a portion of which liability has been included in other comprehensive income. See Note E to the Con Edison financial statements included in Item 8 of the Form 10-K.

The accumulated provision for injuries and damages increased $7.9 million at March 31, 2001 compared with year-end 2000, due primarily to increased workers' compensation claims.

Accounts payable decreased $263.5 million at March 31, 2001 compared with year-end 2000, due primarily to lower energy purchases in March 2001 as compared to December 2000.

Accrued taxes increased $26.8 million at March 31, 2001 compared with year-end 2000, due principally to timing differences and the gain on the sale of Con Edison of New York's interest in the Roseton generating station. See Note I to the Con Edison financial statements in Item 8 of the Form 10-K.

Other regulatory liabilities decreased $20.7 million at March 31, 2001 compared with year-end 2000, reflecting an $18 million refund to gas customers of previously deferred credits pursuant to the Con Edison of New York gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" in Note A to the Con Edison financial statements in Item 8 of the Form 10-K.

Cash Flows Used in Investing and Financing Activities

Cash flows used in investing activities during the first quarter of 2001 decreased $98.8 million compared with the first quarter of 2000, reflecting the completion of the sale of Con Edison of New York's 480 MW interest in the Roseton generating station (proceeds of $100.0 million, net of federal income tax) and decreased nuclear fuel expenditures ($17.1 million), offset in part by increased utility construction

31


expenditures ($22.9 million). Nuclear fuel expenditures decreased because refueling was conducted in the 2000 period but not in the 2001 period. Construction expenditures increased principally to meet load growth on Con Edison of New York's electric distribution system.

Cash flows used in financing activities during the first quarter of 2001 decreased $310.9 million compared with the first quarter of 2000, reflecting principally increased net proceeds from commercial paper ($168.2 million), the repurchase of common stock in the 2000 period ($68.5 million) and the retirement of long-term debt ($150 million in the 2001 period compared with $225 million in the 2000 period).

Capital Resources

Con Edison's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated) were:

 
  March 31, 2001
  December 31, 2000
Earnings to fixed charges (SEC basis)   3.03   3.10
Common equity ratio*   50.6   49.1

* Common shareholders' equity as a percentage of total capitalization

Con Edison's ratio of earnings to fixed charges decreased for the 12-month period ending March 31, 2001 compared to the 12-month period ending December 31, 2000 as a result of decreased earnings and increased interest expense. Excluding the $130 million charge for replacement power costs incurred in connection with an outage at the Indian Point nuclear plant and the $33.6 million charge for merger-related expenses (see Notes G and P, respectively, to the Con Edison financial statements included in Item 8 of the Form 10-K), Con Edison's ratio of earnings to fixed charges would have been 3.39 and 3.47 for the 12-month periods ended March 31, 2001 and December 31, 2000, respectively. The change in the equity ratio reflects decreased long-term debt.

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison's Form 10-K MD&A and to Note E to the Con Edison financial statements included in Part I, Item 1 of this report. At March 31, 2001 neither the fair value of derivatives outstanding nor potential derivative losses from reasonably possible near-term changes in market prices were material to the financial position, results of operations or liquidity of the company.

Environmental Matters

For information concerning potential liabilities of the company arising from laws and regulations protecting the environment, including the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to Con Edison's financial statements included in Part I, Item 1 of this report and also see Part II, Item 3 of this report.

32


Results of Operations

First Quarter of 2001 Compared with First Quarter of 2000

Con Edison's net income for common stock for the first quarter of 2001 was $179.1 million or $.84 a share (based upon an average of 212.2 million common shares outstanding) compared with $188.1 million or $.88 a share (based upon an average of 212.6 million common shares outstanding) for the first quarter of 2000. The decrease in the company's net income reflects rate reductions and higher maintenance expenses, offset in part by higher sales volumes and decreased other operations expenses.

Earnings for the quarters ended March 31, 2001 and 2000 were as follows:

(Millions of dollars)

  2001
  2000
 
Con Edison of New York   $ 171.8   $ 178.3  
O&R     13.2     10.7  
Nonregulated subsidiaries     (0.3 )   2.3  
Other*     (5.6 )   (3.2 )
  Con Edison   $ 179.1   $ 188.1  

* Includes parent company expenses, goodwill amortization and inter-company eliminations.

A comparison of the results of operations of Con Edison for the first quarter of 2001 compared to the first quarter of 2000 follows.

Three Months Ended March 31, 2001 Compared With Three Months Ended March 31, 2000

(Millions of dollars)

  Increases (Decreases)
Amount

  Increases (Decreases)
Percent

 
Operating revenues   $ 567.7   24.5 %
Purchased power - electric and steam     285.7   39.1  
Fuel - electric and steam     85.1   99.8  
Gas purchased for resale     197.2   74.0  
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)     (0.3 ) -  
Other operations and maintenance     (28.9 ) (6.9 )
Depreciation and amortization     (7.7 ) (5.4 )
Taxes, other than income tax     17.0   5.9  
Income tax     15.5   15.3  
Operating income     3.8   1.3  
Other income less deductions and related federal income tax     1.8   77.4  
Net interest charges     14.6   15.6  
Net income for common stock   $ (9.0 ) (4.8 )%

A discussion of Con Edison's operating revenues and operating income by business segment follows. Con Edison's principal business segments are its electric, gas and steam utility businesses. For additional information about the segments, see the notes to the Con Edison financial statements included in Part I, Item 1 of this report.

Electric

Con Edison's electric operating revenues in the first quarter of 2001 increased $195.1 million compared with the first quarter of 2000, reflecting increased purchased power costs and electric sales, offset by the

33


effects of electric rate reductions of approximately $44.6 million. See "Recoverable Energy Costs" and "Rate and Restructuring Agreements" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Electricity sales volumes for Con Edison's utility subsidiaries increased 3.2 percent in the first quarter of 2001 compared with the first quarter of 2000. Con Edison of New York and O&R electric sales volumes for these periods are shown at the bottom of their consolidated income statements included in Part I, Item 1 of this report. After adjusting for variations, principally weather and billing days, in each period, electricity sales volumes for Con Edison of New York and O&R increased 2.7 percent and 1.6 percent, respectively, in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Purchased power costs increased $266.0 million in the first quarter of 2001 compared with the first quarter of 2000, due primarily to an increase in the price of purchased power, offset in part by decreased purchased volumes. Fuel costs increased $40.4 million as a result of an increase in the unit cost of fuel. In general, Con Edison's utility subsidiaries recover prudently incurred purchased power costs pursuant to rate provisions approved by the relevant state public utility commission. See "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K.

Con Edison's electric operating income decreased $4.3 million for the first quarter of 2001 compared with the first quarter of 2000. The principal components of this variation were a decrease in net revenues (operating revenues less fuel and purchased power) of $34.3 million, increased maintenance expenses ($18.9 million) and increased property taxes ($14.4 million), offset in part by reduced other operations expenses ($37.1 million) and lower Federal income tax ($12.5 million). Other operations and maintenance expenses in the 2001 period reflect increased transmission and distribution expenses resulting from the 2000-2001 winter weather conditions, relocation of company facilities to avoid interference with municipal infrastructure projects and preparations for summer 2001 ($18.7 million), increased pension credits ($24.8 million) and lower insurance premiums, net of policy distributions ($6.3 million).

Gas

Con Edison's gas operating revenues increased $232.3 million and gas operating income decreased $2.7 million in the first quarter of 2001 compared with the first quarter of 2000. The higher revenues reflect an increased cost of purchased gas, offset in part by a reduction in customer bills of $14.3 million, reflecting a refund of previously deferred credits, and other provisions of the Con Edison of New York gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the Con Edison financial statements included in Item 8 of the Form 10-K. The decrease in operating income of $2.7 million reflects primarily increased transmission and distribution expenses ($1.0 million) and increased customer service expenses ($1.1 million).

Firm gas sales and transportation volumes for Con Edison's utility subsidiaries increased 6.5 percent in the first quarter of 2001 compared with the first quarter of 2000. Con Edison of New York and O&R gas sales and transportation volumes for these periods are shown at the bottom of their consolidated income statements included in Part I, Item 1 of this report. After adjusting for variations, principally weather and

34


billing days, in each period, firm gas sales and transportation volumes in the 2001 period increased 2.6 percent for Con Edison of New York and decreased 9.8 percent for O&R. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

A weather-normalization provision that applies to the gas business of Con Edison's utility subsidiaries operating in New York moderates, but does not eliminate, the effect of weather-related changes on gas operating income.

Steam

Con Edison's steam operating revenues increased $88.0 million and steam operating income increased $9.5 million for the first quarter of 2001 compared with the first quarter of 2000, reflecting an October 2000 rate increase and increased sales volumes. The higher revenues also reflect increased fuel and purchased power costs. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K.

Steam sales volume (see bottom of Con Edison of New York's consolidated income statement included in Part I, Item 1 of this report) increased 2.5 percent in the 2001 period compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 1.0 percent.

Other Income

Income tax decreased $6.8 million in the 2001 period compared with the 2000 period, due primarily to the recognition of deferred federal income tax credits relating to the Roseton generating station sale. Investment income decreased $2.9 million, due principally to O&R's use of proceeds from their 1999 divestiture to retire long-term debt in March 2000.

Net Interest Charges

Net interest charges increased $14.6 million in the 2001 period compared with the 2000 period, reflecting $15.9 million of interest on increased long-term debt and a decrease of $0.8 million of interest related to short-term borrowings.

35


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CON EDISON OF NEW YORK

Consolidated Edison Company of New York, Inc. (Con Edison of New York) is a regulated utility that provides electric service to over three million customers and gas service to over one million customers in New York City and Westchester County. It also provides steam service in parts of Manhattan. All of the common stock of Con Edison of New York is owned by Consolidated Edison, Inc. (Con Edison).

This discussion and analysis should be read in conjunction with Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in Item 7 of the combined Con Edison, Con Edison of New York and Orange and Rockland Utilities, Inc. (O&R) Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1-14514, 1-1217 and 1-4315, the Form 10-K). Reference is also made to the notes to the financial statements in Part I, Item 1 of this report, which notes are incorporated herein by reference.

Liquidity and Capital Resources

Cash and temporary cash investments and outstanding commercial paper (shown as notes payable on the balance sheet) at March 31, 2001 and December 31, 2000 were (amounts shown in millions):

 
  March 31, 2001
  December 31, 2000
Cash and temporary cash investments   $ 35.8   $ 70.3
Commercial paper   $ 337.9   $ 140.0

The decrease in cash and temporary cash investments at March 31, 2001 compared with December 31, 2000 reflects net cash flows from operating activities and net cash flows used in investing and financing activities.

Cash Flows from Operating Activities

Net cash flows from operating activities during the first quarter of 2001 decreased $7.7 million compared with the first quarter of 2000, reflecting principally lower net income (including increased non-cash pension credits), decreased accounts payable and increased accounts receivable, offset in part by decreased deferred recoverable energy costs.

Con Edison of New York's accounts receivable - customer, less allowance for uncollectible accounts increased $33.8 million at March 31, 2001 compared with year-end 2000 due primarily to increased customer billings, reflecting higher energy sales and energy costs, and the timing of customer payments. The company's equivalent number of days of revenue outstanding (ENDRO) of customer accounts receivable was 30.2 days at March 31, 2001 compared with 29.7 days at December 31, 2000. The changes in ENDRO reflect increased use by customers of level billing and alternative payment arrangements and the timing of customer payments.

Prepayments include cumulative credits to pension expense amounting to $447.4 million at March 31, 2001 compared with $366.7 million at December 31, 2000. Pension credits, which result primarily from

36


favorable performance by the company's pension fund in past years, increase net income but do not provide cash for the company's operations. See Note D to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Prepayments at March 31, 2001 also include prepaid property taxes of $137.2 million compared with $11.6 million at December 31, 2000. Property taxes are generally prepaid on January 1 and July 1 of each year.

Deferred recoverable energy costs decreased $149.5 million at March 31, 2001 compared with year-end 2000, due primarily to the recovery of previously deferred amounts, offset in part by the deferral for future recovery of additional purchased power and gas costs. See "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Unfunded pension and other post-employment benefit (OPEB) obligations (shown as pension and benefit reserve on the balance sheet) increased $11.7 million at March 31, 2001 compared with year-end 2000. The company's policy is to fund its pension and OPEB costs to the extent deductible under current tax regulations. The reserve also includes a minimum liability for the company's supplemental executive retirement program, a portion of which liability has been included in other comprehensive income. See Note E to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

The accumulated provision for injuries and damages increased $7.6 million at March 31, 2001 compared with year-end 2000, due primarily to increased workers' compensation claims.

Accounts payable decreased $245.8 million at March 31, 2001 compared with year-end 2000, due primarily to lower energy purchases in March 2001 as compared to December 2000.

Accrued taxes increased $32.3 million at March 31, 2001 compared with year-end 2000, due principally to timing differences and the gain on the sale of the company's interest in the Roseton generating station. See Note I to the Con Edison of New York financial statements in Item 8 of the Form 10-K.

Other regulatory liabilities decreased $16.6 million at March 31, 2001 compared with year-end 2000, reflecting an $18 million refund to gas customers of previously deferred credits pursuant to the gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" in Note A to the Con Edison of New York financial statements in Item 8 of the Form 10-K.

Cash Flows Used in Investing and Financing Activities

Cash flows used in investing activities during the first quarter of 2001 decreased $91.1 million compared with the first quarter of 2000, reflecting the completion of the sale of the company's 480 MW interest in the Roseton generating station (proceeds of $100.0 million, net of federal income tax) and decreased nuclear fuel expenditures ($17.1 million), offset in part by increased construction expenditures ($25.1 million). Nuclear fuel expenditures decreased because refueling was conducted in the 2000 period but not in the 2001 period. Construction expenditures increased principally to meet load growth on the company's electric distribution system.

Cash flows used in financing activities during the first quarter of 2001 decreased $216.2 million compared with the first quarter of 2000, reflecting principally increased net proceeds from commercial

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paper ($212.7 million), the repurchase of common stock in the 2000 period ($29.4 million) and the retirement of long-term debt ($150 million in the 2001 period compared with $125 million in the 2000 period).

Capital Resources

Con Edison of New York's ratio of earnings to fixed charges (for the 12 months ended on the date indicated) and common equity ratio (as of the date indicated) were:

 
  March 31, 2001
  December 31, 2000
Earnings to fixed charges (SEC basis)   3.18   3.23
Common equity ratio*   48.2   46.4

* Common shareholder's equity as a percentage of total capitalization

Con Edison of New York's ratio of earnings to fixed charges decreased for the 12-month period ending March 31, 2001 compared to the 12-month period ending December 31, 2000 as a result of decreased earnings and increased interest expense. Excluding the $130 million charge for replacement power costs incurred in connection with an outage at the Indian Point nuclear plant (see Note G to the Con Edison of New York financial statements included in Item 8 of the Form 10-K), Con Edison of New York's ratio of earnings to fixed charges would have been 3.50 and 3.56 for the 12-month periods ended March 31, 2001 and December 31, 2000, respectively. The change in the equity ratio reflects decreased long-term debt.

Financial Market Risks

Reference is made to "Financial Market Risks" in Con Edison of New York's Form 10-K MD&A and to Note D to the Con Edison of New York financial statements included in Part I, Item 1 of this report. At March 31, 2001 neither the fair value of derivatives outstanding nor potential derivative losses from reasonably possible near-term changes in market prices were material to the financial position, results of operations or liquidity of the company.

Environmental Matters

For information concerning potential liabilities of Con Edison of New York arising from laws and regulations protecting the environment, including the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of this report and also see Part II, Item 3 of this report.

Results of Operations

First Quarter of 2001 Compared with First Quarter of 2000

Con Edison of New York's net income for common stock for the first quarter of 2001 was $171.8 million compared with $178.3 million for the first quarter of 2000. The decrease in the company's net income reflects rate reductions and higher maintenance expenses, offset in part by higher sales volumes and decreased other operations expenses.

A comparison of the results of operations of Con Edison of New York for the first quarter of 2001 compared with the first quarter of 2000 follows.

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Three Months Ended March 31, 2001 Compared With Three Months Ended March 31, 2000

(Millions of dollars)



  Increases (Decreases)
Amount

  Increases (Decreases)
Percent

 
Operating revenues   $ 451.8   22.7 %
Purchased power - electric and steam     163.7   26.5  
Fuel - electric and steam     85.1   99.9  
Gas purchased for resale     205.5   (A )
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)     (2.5 ) (0.2 )
Other operations and maintenance     (21.3 ) (5.9 )
Depreciation and amortization     (11.5 ) (8.8 )
Taxes, other than income tax     17.9   6.6  
Income tax     13.3   13.8  
Operating income     (0.9 ) (0.3 )
Other income less deductions and related federal income tax     4.1   (A )
Net interest charges     9.7   11.2  
Net income for common stock   $ (6.5 ) (3.6 )%
(A)
Amounts in excess of 100 percent

A discussion of Con Edison of New York's operating revenues and operating income by business segment follows. Con Edison of New York's principal business segments are its electric, gas and steam utility businesses. For additional information about the segments, see the notes to the Con Edison of New York financial statements included in Part I, Item 1 of this report.

Electric

Con Edison of New York's electric operating revenues in the first quarter of 2001 increased $160.0 million compared with the first quarter of 2000. The increase reflects increased purchased power costs and electric sales, offset by the effects of electric rate reductions of approximately $43.9 million. See "Recoverable Energy Costs" and "Rate and Restructuring Agreements" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's electric sales, excluding off-system sales, for the first quarter of 2001 compared with the first quarter of 2000 were:

 
  Millions of kwhrs.



   
 
Description

  Three Months Ended
March 31, 2001

  Three Months Ended
March 31, 2000

  Variation
  Percent Variation
 
Residential/Religious   2,850   2,798   52   1.9 %
Commercial/Industrial   4,860   4,682   178   3.8  
Other   38   136   (98 ) (72.1 )

 
TOTAL FULL SERVICE CUSTOMERS   7,748   7,616   132   1.7  
Retail Choice Customers   2,348   2,255   93   4.1  

 
SUB-TOTAL   10,096   9,871   225   2.3  
NYPA, Municipal Agency and Other Sales   2,649   2,477   172   6.9  

 
TOTAL SERVICE AREA   12,745   12,348   397   3.2 %

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Electricity sales volume in Con Edison of New York's service territory increased 3.2 percent in the first quarter of 2001 compared with the first quarter of 2000. The increase in sales volume reflects the continued strength of the New York City economy. After adjusting for variations, principally weather and billing days, in each period, electricity sales volume in the service territory increased 2.7 percent in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

Con Edison of New York's purchased power costs increased $144.0 million in the first quarter of 2001 compared with the first quarter of 2000, due primarily to an increase in the price of purchased power, offset in part by decreased purchased volumes. Fuel costs increased $40.4 million as a result of an increase in the unit cost of fuel. In general, Con Edison of New York recovers prudently incurred purchased power costs pursuant to rate provisions approved by the PSC. See "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's electric operating income decreased $6.5 million in the first quarter of 2001 compared with the first quarter of 2000. The principal components of the decrease were a reduction in net revenues (operating revenues less fuel and purchased power) of $24.3 million, increased maintenance expenses ($18.3 million) and increased property taxes ($14.3 million), offset in part by reduced other operations expenses ($36.8 million) and lower Federal income tax ($11.8 million). Other operations and maintenance expenses in the 2001 period reflect increased transmission and distribution expenses resulting from the 2000-2001 winter weather conditions, relocation of company facilities to avoid interference with municipal infrastructure projects and preparations for summer 2001 ($18.3 million), increased pension credits ($24.8 million) and lower insurance premiums, net of policy distributions ($6.3 million).

Gas

Con Edison of New York's gas operating revenues increased $203.8 million and gas operating income decreased $3.8 million in the first quarter of 2001 compared with the first quarter of 2000. The higher revenues reflect an increased cost of purchased gas, offset in part by a reduction in customer bills of $14.3 million, reflecting a refund of previously deferred credits, and other provisions of the gas rate agreement approved by the PSC in November 2000. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the Con Edison of New York financial statements included in Item 8 of the Form 10-K. The decrease in operating income of $3.8 million reflects primarily increased transmission and distribution expenses ($0.9 million) and increased customer service expenses ($1.1 million).

Con Edison of New York's gas sales and transportation volumes for firm customers (see bottom of the company's consolidated income statement included in Part I, Item 1 of this report) increased 9.0 percent in the first quarter of 2001 compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, firm gas sales and transportation volumes in the company's service territory increased 2.6 percent in the 2001 period. Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed.

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A weather-normalization provision that applies to Con Edison of New York's gas business moderates, but does not eliminate, the effect of weather-related changes on gas operating income.

Steam

Con Edison of New York's steam operating revenues increased $88.0 million and steam operating income increased $9.5 million for the first quarter of 2001 compared with the first quarter of 2000, reflecting an October 2000 rate increase and increased sales volumes. The higher revenues also reflect increased fuel and purchased power costs. See "Rate and Restructuring Agreements" and "Recoverable Energy Costs" in Note A to the company's financial statements included in Item 8 of the Form 10-K.

Con Edison of New York's steam sales volume (see bottom of the company's consolidated income statement included in Part I, Item 1 of this report) increased 2.5 percent in the 2001 period compared with the 2000 period. After adjusting for variations, principally weather and billing days, in each period, steam sales volume decreased 1.0 percent.

Net Interest Charges

Net interest charges increased $9.7 million in the first quarter of 2001 compared to the 2000 period, principally reflecting $13.0 million of interest on increased long-term debt, offset by a $3.0 million decrease in interest related to short-term borrowings.

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O&R MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

Orange and Rockland Utilities, Inc. (O&R), a wholly-owned subsidiary of Consolidated Edison, Inc. (Con Edison), meets the conditions specified in General Instruction H to Form 10-Q and is permitted to use the reduced disclosure format for wholly-owned subsidiaries of companies, such as Con Edison, that are reporting companies under the Securities Exchange Act of 1934. Accordingly, this O&R Management's Narrative Analysis of the Results of Operations is included in this report, and O&R has omitted from this report the information called for by Part I, Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations).

O&R's net income for common stock for the three-month period ended March 31, 2001 was $13.2 million, $2.5 million higher than the corresponding 2000 period. This increase was due primarily to a 3.0 percent increase in electric sales and the recognition in income in the 2001 period of $2.9 million of previously deferred credits pursuant to its New York gas rate agreement, offset in part by $0.7 million of electric rate reductions in the 2001 period pursuant to its New Jersey utility subsidiary's electric restructuring plan and $0.2 million of purchased power costs of its Pennsylvania subsidiary that are not recoverable from customers. See "Rate Regulation" in Note A to the O&R financial statements in Item 8 of the combined O&R, Con Edison and Consolidated Edison Company of New York, Inc. Annual Reports on Form 10-K for the year ended December 31, 2000 (File Nos. 1- 4315, 1-14514 and 1-1217, the Form 10-K).

A comparison of the results of operations of O&R for the three months ended March 31, 2001 to the three months ended March 31, 2000, follows.

(Millions of dollars)



  Increases
(Decreases)
Amount

  Increases
(Decreases)
Percent

 
Operating revenues   $ 47.3   25.9 %
Purchased power - electric     15.1   27.7  
Gas purchased for resale     25.3   52.3  
Operating revenues less purchased power, fuel and gas purchased for resale (net revenues)     6.9   8.7  
Depreciation and amortization     1.0   14.7  
Taxes, other than income tax     (1.2 ) (7.4 )
Income tax     3.7   70.5  
Operating income     3.4   21.5  
Other income less deductions and related income tax     (1.5 ) (77.3 )
Net interest charges     (0.6 ) (8.2 )
Net income for common stock   $ 2.5   23.0 %

A discussion of O&R's operating revenues by business segment follows. O&R's principal business segments are its electric and gas utility businesses. For additional information about O&R's business segments, see the notes to the O&R financial statements included in Part I, Item 1 of this report.

Electric operating revenues increased $20.4 million in the first quarter of 2001 compared to the 2000 period. This increase was attributable primarily to an increase in sales volume and the billing to customers of higher purchased power costs in the 2001 period.

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Electric sales volumes for the 2001 and 2000 periods are shown at the bottom of its consolidated income statement for those periods included in Part I, Item 1 of this report. Electric sales volumes in the three months ended March 31, 2001 increased 3.0 percent compared to the 2000 period. After adjusting for variations, principally weather and billing days, electricity sales volumes were 1.6 percent higher in the 2001 period, reflecting the continued strength of the economy in the company's service area. (Weather-adjusted sales represent an estimate of the sales that would have been made if historical average weather conditions had prevailed).

Purchased power costs increased $15.1 million during the first quarter of 2001 compared to the 2000 period. This increase is attributable primarily to increases in the cost of purchased power and higher customer sales. O&R and its New Jersey utility subsidiary recover all of their prudently incurred purchased power in accordance with rate provisions approved by their state public utility commissions. For O&R, the difference between the actual purchased power costs for a given month and the amounts billed to customers for that month is deferred for recovery from or refund to customers during the next billing cycle (normally within one or two months). For O&R's New Jersey utility subsidiary, differences between actual and billed electricity costs (which amounted to a cumulative excess of actual over billed costs of $35.9 million at March 31, 2001) are deferred for future charge or refund to customers, as the case may be. For O&R's Pennsylvania utility subsidiary, recovery of purchased power costs is limited to a predetermined fixed price and, as a result, in the first quarter of 2001 it incurred $0.2 million of purchased power costs that are not subject to recovery from customers. See "Rate Regulation" in Note A to the O&R financial statements in Item 8 of the Form 10-K.

Gas operating revenues increased $26.9 million in the 2001 period, compared to the 2000 period. The increase was due primarily to recovery from customers of higher gas costs and increases in firm transportation volumes in the 2001 period.

Gas sales volumes for the 2001 and 2000 periods are shown at the bottom of O&R's consolidated income statement for those periods included in Part I, Item 1 of this report. O&R's revenues from gas sales in New York are subject to a weather normalization clause that moderates, but does not eliminate, the effect of weather-related changes on gas operating income. After adjusting for variations, principally weather and billing days, in each period, gas sales and transportation volumes to firm customers were 9.8 percent lower for the 2001 period, compared to the 2000 period.

Gas purchased for resale increased $25.3 million in the first quarter of 2001 compared to the 2000 period, due primarily to higher gas costs.

Taxes other than income tax decreased by $1.2 million in the first quarter of 2001 compared to the 2000 period and state income taxes increased by a like amount, reflecting a change in New York law that effectively transferred the tax liability from a revenue based tax to a net income tax.

Income tax increased $3.7 million in the 2001 period compared to the 2000 period due primarily to the change in New York law and to higher income from operations.

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Other income decreased $1.5 million in the first quarter of 2001 compared to the 2000 period. The 2000 period included a market gain of $1.9 million in relation to O&R's supplemental employee retirement plan. Excluding the impact of the gain, investment income increased $0.4 million, due primarily to more interest income earned on short-term investments, offset by an increase in income tax.

Interest charges decreased $0.6 million in the 2001 period compared to the 2000 period, due primarily to lower debt outstanding.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Con Edison

For information about Con Edison's primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see "Financial Market Risks" in Con Edison's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this report and Item 7A of the combined Con Edison, Con Edison of New York and O&R Annual Reports on Form 10-K for the year ended December 31, 2000 (the Form 10-K), which information is incorporated herein by reference.

Con Edison of New York

For information about Con Edison of New York's primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see "Financial Market Risks" in Con Edison of New York's Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this report and Item 7A of the Form 10-K, which information is incorporated herein by reference.

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PART II.   OTHER INFORMATION
Item 1.   Legal Proceedings

Con Edison

Northeast Utilities Litigation

For information about legal proceedings relating to Con Edison's October 1999 agreement to acquire Northeast Utilities, see Note D to the Con Edison financial statements included in Part I, Item 1 of this report (which information is incorporated herein by reference).

Item 6.   Exhibits and Reports on Form 8-K
(a) Exhibits

Con Edison

Exhibit 12.1   Statement of computation of Con Edison's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.

Con Edison of New York

Exhibit 10.2.1   Con Edison of New York Executive Incentive Plan, as amended and restated as of August 1, 2000.
Exhibit 10.2.2   Amendment No. 1 to the Con Edison of New York Deferred Income Plan, effective as of September 1, 2000.
Exhibit 12.2   Statement of computation of Con Edison of New York's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.

O&R

Exhibit 12.3   Statement of computation of O&R's ratio of earnings to fixed charges for the twelve-month periods ended March 31, 2001 and 2000.
(b)
Reports on Form 8-K

Con Edison

Con Edison filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

Con Edison of New York

Con Edison of New York filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

O&R

O&R filed no Current Reports on Form 8-K during the quarter ended March 31, 2001.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    Consolidated Edison, Inc.
    Consolidated Edison Company of New York, Inc.

Date: May 14, 2001

 

By

 

/s/ 
JOAN S. FREILICH   
Joan S. Freilich
Executive Vice President, Chief Financial Officer and Duly Authorized Officer

 

 

Orange and Rockland Utilities, Inc.

Date: May 14, 2001

 

By

 

/s/ 
EDWARD J. RASMUSSEN   
Edward J. Rasmussen
Vice President, Chief Financial Officer and Duly Authorized Officer

47