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 JUNE 30, 1996 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _________________________ Commission File No. 1-1217 CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. (Name of Registrant) NEW YORK 13-5009340 (State of Incorporation) (IRS Employer Identification No.) 4 IRVING PLACE, NEW YORK, NEW YORK 10003 - (212) 460-4600 (Address and Telephone Number) The Registrant 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 has been subject to such filing requirements for the past 90 days. Yes ___X___ No _______ As of the close of business on July 31, 1996, the Registrant had outstanding 234,981,363 shares of Common Stock ($2.50 par value). - 2 - PART I. - FINANCIAL INFORMATION CONTENTS PAGE NO. ITEM 1. FINANCIAL STATEMENTS: Consolidated Balance Sheet 3-4 Consolidated Income Statements 5-7 Consolidated Statements of Cash Flows 8-9 Note to Financial Statements 10-12 ITEM 2. Management's Discussion and Analysis of 13-28 Financial Condition and Results of Operations _________________________ The following consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments (which include only normal recurring adjustments) necessary to a fair statement of the results for the interim periods presented. These condensed unaudited interim financial statements do not contain the detail, or footnote disclosure concerning accounting policies and other matters, which would be included in full-year financial statements and, accordingly, should be read in conjunction with the Company's audited financial statements (including the notes thereto) included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-1217). - 3 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 1996, DECEMBER 31, 1995 AND JUNE 30, 1995 As At June 30, 1996 Dec. 31, 1995 June 30, 1995 (Thousands of Dollars) ASSETS Utility plant, at original cost Electric $ 11,444,742 $ 11,319,622 $ 11,154,286 Gas 1,581,682 1,537,296 1,479,394 Steam 520,536 462,975 446,967 General 1,119,112 1,085,795 1,047,837 Total 14,666,072 14,405,688 14,128,484 Less: Accumulated depreciation 4,205,894 4,036,954 3,905,417 Net 10,460,178 10,368,734 10,223,067 Construction work in progress 356,915 360,457 339,773 Nuclear fuel assemblies and components, less accumulated amortization 69,652 85,212 96,137 Net utility plant 10,886,745 10,814,403 10,658,977 Current assets Cash and temporary cash investments 57,369 342,292 48,485 Accounts receivable - customers, less allowance for uncollectible accounts of $22,514, $21,600 and $20,258 499,516 497,215 420,209 Other receivables 46,102 45,558 64,340 Regulatory accounts receivable 4,938 (6,481) 36,475 Fuel, at average cost 41,415 40,506 41,377 Gas in storage, at average cost 23,373 26,452 35,284 Materials and supplies, at average cost 215,169 221,026 226,532 Prepayments 62,634 66,148 155,559 Other current assets 14,732 15,126 13,692 Total current assets 965,248 1,247,842 1,041,953 Investments and nonutility property 164,358 145,646 129,170 Deferred charges Enlightened Energy program costs 129,739 144,282 146,420 Unamortized debt expense 135,934 133,812 133,572 Power contract termination costs 81,984 105,408 128,832 Other deferred charges 289,845 316,237 297,309 Total deferred charges 637,502 699,739 706,133 Regulatory asset-future federal income taxes 1,016,829 1,042,260 1,065,325 Total $ 13,670,682 $ 13,949,890 $ 13,601,558 The accompanying note is an integral part of these financial statements. - 4 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 1996, DECEMBER 31, 1995 AND JUNE 30, 1995 As At June 30, 1996 Dec. 31, 1995 June 30, 1995 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Capitalization Common stock, authorized 340,000,000 shares; outstanding 234,978,113 shares, 234,956,299 shares and 234,928,245 shares $ 1,478,416 $ 1,464,305 $ 1,464,089 Capital stock expense (35,052) (38,606) (38,766) Retained earnings 4,089,399 4,097,035 3,908,038 Total common equity 5,532,763 5,522,734 5,333,361 Preferred stock Subject to mandatory redemption 7.20% Series I 47,500 50,000 50,000 6-1/8% Series J 37,050 50,000 50,000 Total subject to mandatory redemption 84,550 100,000 100,000 Other preferred stock $ 5 Cumulative Preferred 175,000 175,000 175,000 5-3/4% Series A 7,061 60,000 60,000 5-1/4% Series B 13,844 75,000 75,000 4.65% Series C 15,329 60,000 60,000 4.65% Series D 22,233 75,000 75,000 5-3/4% Series E - 50,000 50,000 6.20% Series F - 40,000 40,000 6% Convertible Series B 4,750 4,917 5,133 Total other preferred stock 238,217 539,917 540,133 Total preferred stock 322,767 639,917 640,133 Long-term debt 4,190,366 3,917,244 3,924,474 Total capitalization 10,045,896 10,079,895 9,897,968 Noncurrent liabilities Obligations under capital leases 43,969 45,250 46,528 Other noncurrent liabilities 80,701 75,907 71,581 Total noncurrent liabilities 124,670 121,157 118,109 Current liabilities Long-term debt due within one year 82,095 183,524 111,324 Accounts payable 341,235 420,852 278,392 Customer deposits 158,312 158,366 161,228 Accrued taxes 38,163 24,374 86,984 Accrued interest 83,625 89,374 85,818 Accrued wages 75,815 76,459 86,103 Other current liabilities 148,073 168,477 157,932 Total current liabilities 927,318 1,121,426 967,781 Provisions related to future federal income taxes and other deferred credits Accumulated deferred federal income tax 2,270,151 2,296,284 2,303,884 Accumulated deferred investment tax credits 176,860 181,420 186,070 Other deferred credits 125,787 149,708 127,746 Total deferred credits 2,572,798 2,627,412 2,617,700 Total $ 13,670,682 $ 13,949,890 $ 13,601,558 The accompanying note is an integral part of these financial statements. - 5 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 (Thousands of Dollars) Operating revenues Electric $ 1,244,306 $ 1,230,572 Gas 223,428 172,074 Steam 72,001 57,206 Total operating revenues 1,539,735 1,459,852 Operating expenses Fuel 120,389 113,193 Purchased power 321,588 309,776 Gas purchased for resale 96,554 52,424 Other operations 286,676 300,833 Maintenance 123,915 123,958 Depreciation and amortization 119,981 114,012 Taxes, other than federal income tax 277,474 252,303 Federal income tax 40,880 37,370 Total operating expenses 1,387,457 1,303,869 Operating income 152,278 155,983 Other income (deductions) Investment income 2,283 2,943 Allowance for equity funds used during construction 745 1,363 Other income less miscellaneous deductions (1,996) (3,028) Federal income tax (510) 160 Total other income 522 1,438 Income before interest charges 152,800 157,421 Interest on long-term debt 78,106 74,484 Other interest 3,629 7,194 Allowance for borrowed funds used during construction (350) (658) Net interest charges 81,385 81,020 Net income 71,415 76,401 Preferred stock dividend requirements 4,608 8,892 Net income for common stock $ 66,807 $ 67,509 Common shares outstanding - average (000) 234,974 234,921 Earnings per share $ 0.28 $ 0.29 Dividends declared per share of common stock $ 0.52 $ 0.51 Sales Electric (Thousands of Kwhrs.) Con Edison Customers 8,461,823 8,198,066 Deliveries for NYPA and Other Customers 2,072,831 2,040,339 Service for Municipal Agencies 176,772 102,214 Total Sales in Service Territory 10,711,426 10,340,619 Off-System Sales (A) 1,108,443 1,464,719 Gas (Dekatherms) Firm 20,290,373 18,139,687 Off-Peak Firm/Interruptible 4,271,271 3,150,353 Total Sales to Con Edison Customers 24,561,644 21,290,040 Transportation of Customer-Owned Gas 1,437,248 9,571,890 Off-System Sales 3,287,507 232,349 Total Sales and Transportation 29,286,399 31,094,279 Steam (Thousands of Pounds) 5,458,166 5,158,131 (A) Includes 537,445 and 898,254 thousands of Kwhrs., respectively, subsequently purchased by the Company for sale to its customers. The accompanying note is an integral part of these financial statements. - 6 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 (Thousands of Dollars) Operating revenues Electric $ 2,530,574 $ 2,453,880 Gas 630,292 491,030 Steam 246,234 183,727 Total operating revenues 3,407,100 3,128,637 Operating expenses Fuel 304,277 227,039 Purchased power 625,587 557,460 Gas purchased for resale 277,394 163,462 Other operations 563,987 582,942 Maintenance 248,940 255,447 Depreciation and amortization (A) 252,546 223,169 Taxes, other than federal income tax 583,510 528,069 Federal income tax 145,920 155,010 Total operating expenses 3,002,161 2,692,598 Operating income 404,939 436,039 Other income (deductions) Investment income 3,721 4,298 Allowance for equity funds used during construction 1,258 2,876 Other income less miscellaneous deductions (2,673) (3,430) Federal income tax (930) (310) Total other income 1,376 3,434 Income before interest charges 406,315 439,473 Interest on long-term debt 152,475 149,040 Other interest 8,481 14,397 Allowance for borrowed funds used during construction (591) (1,394) Net interest charges 160,365 162,043 Net income 245,950 277,430 Preferred stock dividend requirements 10,643 17,785 Gain on redemption of preferred stock (A) 13,943 - Net income for common stock $ 249,250 $ 259,645 Common shares outstanding - average (000) 234,968 234,916 Earnings per share $ 1.06 $ 1.11 Dividends declared per share of common stock $ 1.04 $ 1.02 Sales Electric (Thousands of Kwhrs.) Con Edison Customers 17,635,244 17,036,366 Deliveries for NYPA and Other Customers 4,392,665 4,296,804 Service for Municipal Agencies 284,227 209,377 Total Sales in Service Territory 22,312,136 21,542,547 Off-System Sales (B) 1,269,146 2,317,168 Gas (Dekatherms) Firm 65,132,812 56,960,511 Off-Peak Firm/Interruptible 11,125,581 8,479,634 Total Sales to Con Edison Customers 76,258,393 65,440,145 Transportation of Customer-Owned Gas 2,076,238 15,218,502 Off-System Sales 7,136,458 321,836 Total Sales and Transportation 85,471,089 80,980,483 Steam (Thousands of Pounds) 17,322,853 15,468,824 (A) The gain resulting from the preferred stock refunding in the first quarter of 1996 was applied to reduce net utility plant by an additional provision for depreciation. (B) Includes 537,445 and 1,321,630 thousands of Kwhrs., respectively, subsequently purchased by the Company for sale to its customers. The accompanying note is an integral part of these financial statements. - 7 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED INCOME STATEMENT FOR THE TWELVE MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 (Thousands of Dollars) Operating revenues Electric $ 5,466,102 $ 5,300,809 Gas 952,617 797,575 Steam 396,640 313,492 Total operating revenues 6,815,359 6,411,876 Operating expenses Fuel 581,342 517,454 Purchased power 1,175,350 959,709 Gas purchased for resale 373,720 252,536 Other operations 1,120,777 1,182,933 Maintenance 505,595 478,314 Depreciation and amortization (A) 485,153 437,206 Taxes, other than federal income tax 1,175,673 1,101,658 Federal income tax 387,470 433,010 Total operating expenses 5,805,080 5,362,820 Operating income 1,010,279 1,049,056 Other income (deductions) Investment income 16,389 12,214 Allowance for equity funds used during construction 2,145 6,579 Other income less miscellaneous deductions (7,392) (15,415) Federal income tax (1,680) 430 Total other income 9,462 3,808 Income before interest charges 1,019,741 1,052,864 Interest on long-term debt 305,351 295,774 Other interest 23,039 24,935 Allowance for borrowed funds used during construction (1,019) (3,023) Net interest charges 327,371 317,686 Net income 692,370 735,178 Preferred stock dividend requirements 28,422 35,577 Gain on refunding of preferred stock (A) 13,943 - Net income for common stock $ 677,891 $ 699,601 Common shares outstanding - average (000) 234,956 234,905 Earnings per share $ 2.89 $ 2.98 Dividends declared per share of common stock $ 2.06 $ 2.02 Sales Electric (Thousands of Kwhrs.) Con Edison Customers 37,557,246 36,526,182 Deliveries for NYPA and Other Customers 8,951,651 8,766,265 Service for Municipal Agencies 531,578 430,913 Total Sales in Service Territory 47,040,475 45,723,360 Off-System Sales (B) 3,987,450 3,374,432 Gas (Dekatherms) Firm 98,896,627 87,204,924 Off-Peak Firm/Interruptible 18,118,759 15,459,850 Total Sales to Con Edison Customers 117,015,386 102,664,774 Transportation of Customer-Owned Gas 17,218,924 28,982,219 Off-System Sales 10,190,997 321,836 Total Sales and Transportation 144,425,307 131,968,829 Steam (Thousands of Pounds) 31,279,809 27,866,954 (A) The gain resulting from the preferred stock refunding in the first quarter of 1996 was applied to reduce net utility plant by an additional provision for depreciation. (B) Includes 1,882,652 and 1,321,630 thousands of Kwhrs., respectively, subsequently purchased by the Company for sale to its customers. The accompanying note is an integral part of these financial statements. - 8 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 (Thousands of Dollars) Operating activities Net income $ 245,950 $ 277,430 Principal non-cash charges (credits) to income Depreciation and amortization 252,546 223,169 Federal income tax deferred (5,840) 59,780 Common equity component of allowance for funds used during construction (1,188) (2,710) Other non-cash charges (credits) 27,053 (19,425) Changes in assets and liabilities Accounts receivable - customers, less allowance for uncollectibles (2,301) 20,287 Regulatory accounts receivable (11,419) (10,129) Materials and supplies, including fuel and gas in storage 8,027 28,132 Prepayments, other receivables and other current assets 3,364 (102,193) Enlightened Energy program costs 14,543 23,781 Federal income tax refund - (49,510) Power contract termination costs 7,311 31,963 Accounts payable (79,617) (96,077) Accrued income taxes 22,658 36,485 Other - net (28,110) (40,532) Net cash flows from operating activities 452,977 380,451 Investing activities including construction Construction expenditures (313,280) (302,731) Nuclear fuel expenditures 182 (6,769) Contributions to nuclear decommissioning trust (17,047) (8,243) Common equity component of allowance for funds used during construction 1,188 2,710 Net cash flows from investing activities including construction (328,957) (315,033) Financing activities including dividends Issuance of long-term debt 375,000 - Retirement of long-term debt (105,055) (4,620) Advance refunding of long-term debt (95,329) - Advance refunding of preferred stock (316,982) - Issuance and refunding costs (8,711) (129) Common stock dividends (244,369) (239,617) Preferred stock dividends (13,497) (17,788) Net cash flows from financing activities including dividends (408,943) (262,154) Net decrease in cash and temporary cash investments (284,923) (196,736) Cash and temporary cash investments at January 1 342,292 245,221 Cash and temporary cash investments at June 30 $ 57,369 $ 48,485 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 156,017 $ 149,098 Income taxes 131,000 65,847 The accompanying note is an integral part of these financial statements. - 9 - CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE TWELVE MONTHS ENDED JUNE 30, 1996 AND 1995 1996 1995 (Thousands of Dollars) Operating activities Net income $ 692,370 $ 735,178 Principal non-cash charges (credits) to income Depreciation and amortization 485,153 437,206 Federal income tax deferred 3,400 110,590 Common equity component of allowance for funds used during construction (2,024) (6,200) Other non-cash charges (1,077) (20,258) Changes in assets and liabilities Accounts receivable - customers, less allowance for uncollectibles (79,307) 41,585 Regulatory accounts receivable 31,537 18,639 Materials and supplies, including fuel and gas in storage 23,236 22,961 Prepayments, other receivables and other current assets 110,123 (103,301) Enlightened Energy program costs 16,681 6,952 Power contract termination costs 30,735 22,923 Federal income tax refund (3,427) (49,530) Accounts payable 62,843 (19,987) Accrued income taxes (22,377) 31,973 Other - net 1,123 (58,759) Net cash flows from operating activities 1,348,989 1,169,972 Investing activities including construction Construction expenditures (703,352) (747,179) Nuclear fuel expenditures (5,889) (49,189) Contributions to nuclear decommissioning trust (27,697) (14,077) Common equity component of allowance for funds used during construction 2,024 6,200 Net cash flows from investing activities including construction (734,914) (804,245) Financing activities including dividends Issuance of long-term debt 603,285 250,000 Retirement of long-term debt and preferred stock (111,324) (134,036) Advance refunding of long-term debt (251,028) - Advance refunding of preferred stock (316,982) - Issuance and refunding costs (13,851) (3,755) Common stock dividends (484,014) (474,512) Preferred stock dividends (31,277) (35,588) Net cash flows from financing activities including dividends (605,191) (397,891) Net increase (decrease) in cash and temporary cash investments 8,884 (32,164) Cash and temporary cash investments at beginning of period 48,485 80,649 Cash and temporary cash investments at June 30 $ 57,369 $ 48,485 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 316,872 $ 288,031 Income taxes 409,907 296,821 The accompanying note is an integral part of these financial statements. - 10 - - ---------------------------------------------------------------- Contingency Note - ---------------------------------------------------------------- Indian Point. Nuclear generating units similar in design to the Company's Indian Point 2 unit have experienced problems of varying severity in their steam generators, which in a number of instances have required steam generator replacement. Inspections of the Indian Point 2 steam generators since 1976 have revealed various problems, some of which appear to have been arrested, but the remaining service life of the steam generators is uncertain and may be shorter than the unit's life. The projected service life of the steam generators is reassessed periodically in the light of the inspections made during scheduled outages of the unit. Based on the latest available data, the Company estimates that steam generator replacement will not be required before 1999, and possibly not until some years later. To avoid procurement delays in the event replacement is necessary, the Company purchased replacement steam generators, which are stored at the site. If replacement of the steam generators is required, such replacement is presently estimated (in 1995 dollars) to require additional expenditures of approximately $107 million (exclusive of replacement power costs) and an outage of approximately four months. However, securing necessary permits and approvals or other factors could require a substantially longer outage if steam generator replacement is required on short notice. Nuclear Insurance. The insurance policies covering the Company's nuclear facilities for property damage, excess property damage, and outage costs permit assessments under certain conditions to cover insurers' losses. As of June 30, 1996 the highest amount which could be assessed for losses during the current policy year under all of the policies was $32 million. While assessments may also be made for losses in certain prior years, the Company is not aware of any losses in such years which it believes are likely to result in an assessment. Under certain circumstances, in the event of nuclear incidents at facilities covered by the federal government's third-party liability indemnification program, the Company could be assessed up to $79.3 million per incident of which not more than $10 million may be assessed in any one year. The per-incident limit is to be adjusted for inflation not later than 1998 and not less than once every five years thereafter. The Company participates in an insurance program covering liabilities for injuries to certain workers in the nuclear power industry. In the event of such injuries, the Company is subject to assessment up to an estimated maximum of approximately $3.1 million. - 11 - Environmental Matters. The normal course of the Company's operations necessarily involves activities and substances that expose the Company to potential liabilities under federal, state and local laws protecting the environment. Such liabilities 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. Sources of such potential liabilities include (but are not limited to) the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), a 1994 settlement with the New York State Department of Environmental Conservation (DEC), asbestos, and electric and magnetic fields (EMF). Superfund. By its terms, Superfund imposes joint and several strict liability, regardless of fault, upon generators of hazardous substances for resulting removal and remedial costs and environmental damages. The Company has received process or notice concerning possible claims under Superfund or similar state statutes relating to a number of sites at which it is alleged that hazardous substances generated by the Company (and, in most instances, a large number of other potentially responsible parties) were deposited. Estimates of the investigative, removal, remedial and environmental damage costs (if any) the Company will be obligated to pay with respect to each of these sites range from extremely preliminary to highly refined. Based on these estimates, the Company had accrued a liability at June 30, 1996 of approximately $13.5 million. There will be additional costs with respect to these and possibly other sites, the materiality of which is not presently determinable. DEC Settlement. In November 1994 the Company agreed to a consent order settling a civil administrative proceeding instituted by the DEC in 1992, alleging environmental violations by the Company. Pursuant to the consent order, the Company has conducted an environmental management systems evaluation and is conducting an environmental compliance audit. The Company also must implement "best management practices" plans for certain facilities and undertake a remediation program at certain sites. At June 30, 1996 the Company had an accrued liability of $18.5 million for these sites. Expenditures for environment-related projects in the five years 1996-2000, including expenditures to comply with the consent order, are currently estimated at $155 million. There will be additional costs, including costs arising out of the compliance audit, the materiality of which is not presently determinable. - 12 - Asbestos Claims. Suits have been brought in New York State and federal courts against the Company and many other defendants, wherein several thousand 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. Based on the information and relevant circumstances known to the Company at this time, it is the opinion of the Company that these suits will not have a material adverse effect on the Company's financial position. EMF. Electric and magnetic fields are found wherever electricity is used. Several scientific studies have raised concerns that EMF surrounding electric equipment and wires, including power lines, may present health risks. The Company is the defendant in several suits claiming property damage or personal injury allegedly resulting from EMF. In the event that a causal relationship between EMF and adverse health effects is established, or independently of any such causal determination, in the event of adverse developments in related legal or public policy doctrines, there could be a material adverse effect on the electric utility industry, including the Company. - 13 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis relates to the interim financial statements appearing in this report and should be read in conjunction with Management's Discussion and Analysis appearing in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-1217). Reference is made to the note to the financial statements in Item 1 of this report, which note is incorporated herein by reference. LIQUIDITY AND CAPITAL RESOURCES Cash and temporary cash investments were $57.4 million at June 30, 1996 compared with $342.3 million at December 31, 1995 and $48.5 million at June 30, 1995. The Company's cash balances reflect the timing and amounts of external financing, seasonal cash flows and property tax payments. In June 1995 the Company made a prepayment of $100.6 million (approximately one-quarter) of its New York City real estate taxes for the City's 1995/1996 fiscal year, which correspondingly decreased cash and increased prepayments at June 30, 1995. In January 1996 the Company commenced a tender offer for certain series of its preferred stock. Shareholders tendered approximately $227 million of such preferred stock pursuant to the offer, which expired on February 27, 1996. In addition, the Company called $90 million of its preferred stock for redemption on March 30, 1996. These retirements and related expenses were funded with proceeds from $275 million of 7-3/4 percent subordinated debentures issued on March 6, 1996 and due on March 31, 2031 and cash of $25 million. The present value revenue- equivalent savings of these transactions was approximately $42 million. The net gain on these transactions of $13.9 million (after write-off of capital stock expense on redeemed stock) did not affect earnings per share due to an equivalent amount of provision for depreciation of utility plant recorded in the first quarter of 1996. (The increases in depreciation expense for the six and twelve-month periods ending June 30, 1996 compared with the corresponding 1995 periods reflect this additional depreciation expense.) On May 1, 1996 the Company issued $100 million of 7-3/4 percent Debentures Series 1996 A, due June 1, 2026, at a price to the public of 98.002 percent and a yield of 7.924 percent. The proceeds were used to redeem, on June 1, 1996, the $95.3 million outstanding balance of the Company's 9-3/8 percent Debentures, Series 1991 A, due June 1, 2026. The other $79.7 million of the original $175 million Series 1991 A Debentures had been retired through a tender offer in 1993. - 14 - On July 1, 1996 the Company paid $213.2 million to New York City for property taxes for the first half of the 1996-1997 fiscal year. In order to meet this cash requirement, the Company borrowed $155 million through short-term bank promissory notes. Approximately $65 million of short-term borrowings were outstanding at July 31. The Company anticipates that these borrowings will be repaid in August. The Company expects to finance the balance of its capital requirements for the remainder of 1996 and 1997, including $185 million for securities maturing during this period, from internally generated funds and external financing of about $150 million, most, if not all, of which will be debt issues. Customer accounts receivable, less allowance for uncollectible accounts, amounted to $499.5 million at June 30, 1996 compared with $497.2 million at December 31, 1995 and $420.2 million at June 30, 1995. In terms of equivalent days of revenue outstanding (ENDRO), these amounts represented 27.7, 27.6 and 24.5 days, respectively. The increases in the customer accounts receivable balance and ENDRO at June 30, 1996 compared with June 30, 1995 reflect primarily increases in sales revenues and timing differences in billing and collection schedules. The regulatory accounts receivable negative balance of $6.5 million at December 31, 1995 represents amounts to be refunded to customers. The regulatory accounts receivable of $4.9 million and $36.5 million at June 30, 1996 and 1995, respectively, represent amounts to be recovered from customers. These balances include amounts accrued under the electric revenue adjustment mechanism (ERAM), modified ERAM and incentive provisions of the Company's electric and gas rate agreements referred to below. The changes in regulatory accounts receivable during the first six months of 1996 were as follows: 1996 Balance Recoveries Balance Dec. 31, 1996 from June 30, (Millions of Dollars) 1995* Accruals*Customers** 1996* ERAM/Modified ERAM $(37.7) $ (6.6) $ 9.1 $(35.2) Electric Incentives Enlightened Energy program 19.7 12.2 (4.9) 27.0 Customer service 4.0 2.1 (1.5) 4.6 Fuel and purchased power 1.9 10.6 (5.8) 6.7 Gas Incentives System improvement 4.6 - (3.1) 1.5 Customer service 1.0 - (.7) .3 Total $ (6.5) $ 18.3 $ (6.9) $ 4.9 * Negative amounts are refundable; positive amounts are recoverable. **Negative amounts have been recovered; positive amounts have been refunded. - 15 - Enlightened Energy program costs are generally recoverable over a five-year period. Program costs have declined and are expected to continue to decline in future periods, resulting in lower deferred balances as recoveries exceed new expenditures. Interest coverage under the SEC formula for the 12 months ended June 30, 1996 was 4.11 times, compared with 4.20 times for the year 1995 and 4.44 times for the 12 months ended June 30, 1995. The decline in interest coverage reflects a lower level of pre-tax earnings. 1995 Electric Rate Agreement In April 1995 the New York Public Service Commission (PSC) approved a three-year electric rate agreement effective April 1, 1995. The agreement provided for no increase in base electric revenues in the first rate year and possible, but limited, increases in years two and three. For details of the agreement, see the Management's Discussion and Analysis appearing in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, under the heading "Liquidity and Capital Resources - 1995 Electric Rate Agreement." The agreement provides that the Company will retain 50 percent of earnings (excluding incentive earnings) in excess of 50 basis points above the allowed return on equity but not more than 150 basis points above the allowed return, and will defer the balance for customer benefit. For the first rate year of the electric rate agreement, the 12 months ended March 31, 1996, the Company's actual rate of return on electric common equity, excluding incentives, exceeded the sharing threshold of 11.6 percent, principally due to increased productivity. A provision for excess earnings of $10.2 million has been set aside for the future benefit of customers. In March 1996 the PSC approved a $19 million reduction to base electric rates for the second year of the rate agreement, effective April 1, 1996. The decrease reflects a lower allowed rate of return on common equity (10.31 percent excluding incentives) and a refund to customers under the modified ERAM mechanism, offset in part by increases in pension and retiree health benefit expenses and IPP capacity costs. - 16 - Gas and Steam Rate Increases Effective October 1, 1995 (the beginning of the second year of the October 1994 three-year gas and steam rate agreements) gas and steam rates were increased by $20.9 million (2.5 percent) and $4.6 million (1.3 percent), respectively. The primary reasons for the gas rate increase were escalation in certain operation and maintenance expenses, return and depreciation on higher plant balances, and recovery of earnings under the incentive provisions of the settlement. The steam rate increase was primarily to cover escalation in operation and maintenance expenses, and return and depreciation on higher plant balances. On June 17, 1996 the Company filed requests for rate increases for the third year of the current three-year gas and steam rate agreements. The increases calculated pursuant to the methodology provided in the rate agreements, which increases would be effective October 1, 1996, are $35.6 million (4.2 percent) and $20.6 million (5.9 percent) for gas and steam, respectively. However, under the provisions of the steam rate agreement, the third-year steam increase is capped at $12.3 million or 3.5 percent. Under the agreement, the excess of the calculated increase over this cap is to be deferred for recovery in a future period. The requested return on equity for both services remains at the current level of 10.9 percent. For details of the October 1994 three-year gas and steam rate agreements, see Management's Discussion and Analysis appearing in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995 under the heading "Liquidity and Capital Resources - Gas and Steam Rate Agreements." Credit Ratings The Company's unsecured debentures and tax-exempt debt are rated A1 by Moody's Investors Service, Inc. (Moody's) and A+ by Standard & Poor's Rating Group (S&P). Duff & Phelps Inc., whose rating service the Company has recently discontinued, also had rated this debt at A+. The Company's subordinated debentures are rated A2 by Moody's and A by S&P. The Company's senior debt (first mortgage bonds) is rated Aa3 and A+ by Moody's and S&P, respectively. The Company has not issued first mortgage bonds since 1974. As of June 30, 1996, one $75 million issue of first mortgage bonds, which will mature in December 1996, remains outstanding. - 17 - Competition - New York State Initiative By Order issued May 20, 1996 in its "competitive opportunities" proceeding, the PSC endorsed a fundamental restructuring of the electric utility industry in New York State, based on competition in the generation and energy services sectors of the industry. The PSC stated that it expected wholesale competition to begin in early 1997, and retail competition to begin in early 1998. The stated goals of the PSC are (1) lowering rates for consumers; (2) increasing customer choice as to both suppliers and types and levels of service; (3) continuing reliability of service; (4) continuing public interest programs such as energy efficiency and environmental protection; (5) mitigating concentrations of market power; and (6) continuing customer protections and the obligation to serve. To implement this restructuring, the PSC envisions the establishment of (i) an "Independent System Operator" (ISO) that would control and operate the electric transmission facilities in the State as an integrated system, and (ii) a Market Exchange that will establish visible spot market prices. To address market power concerns, the PSC indicates the separation of (a) generation, (b) transmission and distribution and (c) energy services activities, is "encouraged." The PSC notes that such separation could be achieved functionally, by maintaining separate books and records; structurally, by placing each activity in a separate subsidiary or affiliate; or by divestiture, through a sale or spinoff. The Order states: "We strongly encourage divestiture, particularly of generation assets, but do not require it immediately." Similarly, the Order notes: "While divestiture of energy service company operations is encouraged, for now we will allow utilities to continue to provide energy services to their customers either directly or through an affiliate." The PSC recognizes in its Order that certain costs incurred by utilities in the past under traditional regulation could become unrecoverable in the transition from regulation to a competitive market for electricity. The PSC rejected the argument made by the investor-owned utilities, that they are legally entitled to recover (and earn a return on) all prudent costs incurred in the provision of services under past regulation. The PSC indicated that utilities are entitled only to "just and reasonable" rates, and that "while 'just and reasonable' rates must reflect a reasonable balancing of ratepayer and shareholder interests, they may or may not include stranded investment." As a general policy, the PSC stated that "utilities should have a reasonable opportunity to seek recovery of strandable costs consistent with the goals of lowering rates, fostering economic development, increasing customer choices, and maintaining reliable service." - 18 - To begin the transition to a competitive electric market, the PSC ordered the Company and each of the other major investor-owned electric utilities in New York State (other than Long Island Lighting Company and Niagara Mohawk Power Corporation) to submit filings to the PSC by October 1, 1996 addressing numerous matters, including: - The structure, activities, authority and procedures of the ISO and the Market Exchange (including the relationship of the Market Exchange to the ISO). The PSC has expressed an "expectation" that the utilities will make corresponding subsequent filings on this subject with the FERC. - The proposed resolution of market power problems as related to areas of constricted transmission capacity, such as occur in the downstate region, which includes the area served by the Company. - Recommendations regarding the role and operation of energy service companies. - The structure of the utility in both the short and long term, the schedule and cost to attain that structure, and a description of how that structure complies with the PSC's objectives. - A schedule for the introduction of retail access and a set of "unbundled" tariffs consistent with the retail access program. - A rate plan to be effective for a significant portion of the transition to a competitive market, including mechanisms to reduce rates and address stranded investment. The Company is considering its response to the PSC Order, including potential litigation challenging the Order in whole or in part. It is not possible to predict the outcome of this proceeding or its impact on the Company. However, the outcome could potentially have a material adverse effect on the Company, its financial condition and results of operations. - 19 - Competition - Federal Initiative On April 24, 1996 the Federal Energy Regulatory Commission (FERC) issued its final order (FERC Order 888) requiring electric utilities to file non-discriminatory open access transmission tariffs that would be available to wholesale sellers and buyers of electric energy and to allow utilities to recover related legitimate and verifiable stranded costs. The Company has petitioned the FERC to make certain modifications to Order 888. The Company participates in the wholesale electric market primarily as a buyer, and in this regard should benefit if Order 888 results in lower wholesale prices for its purchases of electricity for its retail customers. (The preceding sentence is a forward-looking statement; it is a statement of expectation as to future economic performance and is not a statement of fact. Actual results might differ materially from those projected in this statement. Important factors that could cause actual results to differ from those projected include adverse interpretations of Order 888 by the FERC or the courts; additional rule-making or legislation that could modify the impact of Order 888; and presently unforeseen interaction between Order 888 and the PSC "competitive opportunities" proceeding, including future developments in such proceeding.) For additional information concerning the New York State and FERC initiatives towards competition, see the Management's Discussion and Analysis appearing in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995 under the heading "Liquidity and Capital Resources - Competition." 1996 Stock Option Plan In May 1996 the Company's shareholders adopted the Consolidated Edison Company of New York, Inc. 1996 Stock Option Plan covering 10,000,000 shares of the Company's common stock. Also in May, ten-year options covering 704,200 shares were granted (at an exercise price of $27-7/8 per share). As permitted by Statement of Financial Accounting Standard No. 123 (SFAS 123), "Accounting for Stock-Based Compensation," the Company will account for the Stock Option Plan in accordance with Accounting Principles Board No. 25 (APB 25), "Accounting for Stock Issued to Employees," with year-end footnote disclosure of the impact on net income and earnings per share as if the Company had adopted the SFAS 123 fair value method for recognition purposes. Because the exercise price of the stock options under the Plan equals the market price of the underlying stock on the date of grant, under APB 25 no compensation expense is recognized. - 20 - Environmental Claims and Other Contingencies Reference is made to the note to the financial statements included in this report for information concerning potential liabilities of the Company arising from the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (Superfund), from claims relating to alleged exposure to asbestos, and from certain other contingencies to which the Company is subject. Collective Bargaining Agreement In June 1996, the Company concluded a new collective bargaining agreement with the union representing approximately two-thirds of the Company's employees. The four-year agreement provides for general wage increases of 2.5 percent in each of the first two years and 3.0 percent in each of years three and four, with a potential 0.5 percent merit increase in each year. Under the current electric rate agreement, such increases are not recovered in rates. - 21 - RESULTS OF OPERATIONS Net income for common stock for the quarter, six months and 12 months ended June 30, 1996 was lower than in the corresponding 1995 periods by $.7 million ($.01 a share), $10.4 million ($.05 a share) and $21.7 million ($.09 a share), respectively. These results reflect the three-year electric rate agreement effective April 1, 1995, which provides for a generally lower level of incentive earnings opportunities and lower allowed returns on common equity. In reviewing period-to-period comparisons, it should be noted that not all changes in sales volume affected operating revenues. Under the ERAM and the modified ERAM, discussed below, except for the variation attributed to a change in number of customers under the modified ERAM, most increases (or decreases) in electric sales revenues compared with revenues forecast pursuant to the electric rate agreement are deferred for subsequent credit (or billing) to customers. Under the weather normalization clause in the Company's gas tariff, most weather- related variations in gas sales do not affect gas revenues. Increases (Decreases) Three Months Ended Six Months Ended Twelve Months Ended June 30, 1996 June 30, 1996 June 30, 1996 Compared With Compared With Compared with Three Months Ended Six Months Ended Twelve Months Ended June 30, 1995 June 30, 1995 June 30, 1995 Amount Percent Amount Percent Amount Percent (Amounts in Millions) Operating revenues $ 79.9 5.5 % $ 278.4 8.9 % $ 403.5 6.3 % Fuel - electric and steam 7.2 6.4 77.2 34.0 63.9 12.3 Purchased power - electric 11.8 3.8 68.1 12.2 215.6 22.5 Gas purchased for resale 44.1 84.2 113.9 69.7 121.2 48.0 Operating revenues less fuel and purchased power and gas purchased for resale (Net revenues) 16.8 1.7 19.2 0.9 2.8 0.1 Other operations and maintenance (14.2) (3.3) (25.5) (3.0) (34.9) (2.1) Depreciation and amortization (A) 6.0 5.2 29.4 13.2 48.0 11.0 Taxes, other than federal income tax 25.2 10.0 55.5 10.5 74.0 6.7 Federal income tax 3.5 9.4 (9.1) (5.9) (45.5) (10.5) Operating income (3.7) (2.4) (31.1) (7.1) (38.8) (3.7) Other income less deductions and related federal income tax (0.9) (63.7) (2.1) (59.9) 5.7 Large Interest charges 0.4 0.5 (1.7) (1.0) 9.7 3.0 Net income (5.0) (6.5) (31.5) (11.3) (42.8) (5.8) Preferred stock dividend requirements (4.3) (48.2) (7.2) (40.2) (7.2) (20.1) Gain on refunding of preferred stock (A) - - 13.9 - 13.9 - Net income for common stock $ (0.7) (1.0)% $ (10.4) (4.0)% $ (21.7) (3.1)% (A) See discussion above under Liquidity and Capital Resources. - 22 - Second Quarter 1996 Compared with Second Quarter 1995 Net revenues (operating revenues less fuel, purchased power and gas purchased for resale) increased $16.8 million in the second quarter of 1996 compared with the 1995 period. Electric, gas and steam net revenues increased $6.5 million, $7.3 million and $3.0 million, respectively. Total electric revenues in the 1996 period were higher than in the corresponding 1995 period, largely reflecting recovery of higher purchased power costs. Net electric revenues for the second quarter of 1996 have been reduced for a credit due customers of $7.0 million under the modified ERAM, reflecting higher net revenues than the forecast level, compared with an accrual of $14.3 million reflecting lower net revenues than the forecast level in the 1995 period. The 1995 electric rate agreement added to the ERAM a revenue per customer (RPC) mechanism (modified ERAM) which excludes from adjustment those variances in the Company's electric revenues which result from changes in the number of customers in each electric service classification. Net electric revenues for the second quarter of 1996 include $13.4 million earned under the RPC mechanism. Electric net revenues for the second quarter of 1996 include $14.6 million, compared with $13.7 million for the 1995 period, for incentives earned under the provisions of the electric rate agreements. The accounting provisions of the 1992 and 1995 electric rate agreements for Indian Point Unit 2 refueling and maintenance outages decreased electric net revenues for the second quarter of 1996 compared with the 1995 period by $6.9 million; related expenses decreased in like amount. Electric sales, excluding off-system sales, in the second quarter of 1996 compared with the 1995 period were: Millions of Kwhrs. 2nd Quarter 2nd Quarter Percent Description 1996 1995 Variation Variation Residential/Religious 2,379 2,258 121 5.4% Commercial/Industrial 5,941 5,802 139 2.4% Other 142 138 4 2.9% Total Con Edison Customers 8,462 8,198 264 3.2% NYPA, Municipal Agency and Other Delivery Service 2,249 2,143 106 4.9% Total Service Area 10,711 10,341 370 3.6% - 23 - Gas and steam revenues in the 1996 period reflect rate increases effective October 1995. Gas net revenues for the second quarter of 1996 also reflect an increase in non-weather related firm sales compared with the 1995 period. For the second quarter of 1996 firm gas sales volume increased 11.9 percent and steam sales volume increased 5.8 percent compared with the 1995 period due to colder than normal weather in the 1996 period compared with milder than normal weather in the 1995 period. Steam net revenues for the period reflect the effect of this weather variation because there is no weather normalization provision for steam revenues. After adjustment for comparability in both periods, primarily for variations in weather, electric sales volume in the Company's service territory increased 1.0 percent in the second quarter of 1996, firm gas sales volume increased 3.7 percent and steam sales volume decreased 1.3 percent. Electric fuel costs decreased $4.6 million in the 1996 period, largely because of the lower unit cost of fuel offset by increased sendout. Purchased power costs increased in the second quarter of 1996 by $11.8 million over the 1995 period due to the relatively high cost that the Company is required to pay under its IPP contracts and the increased cost of short-term power purchases, partially offset by reduced unit purchases. The variations in fuel and purchased power costs also reflect the availability of the Company's Indian Point Unit 2 nuclear generating unit, which was operating during the 1996 period but was out of service for refueling and maintenance for a large part of the 1995 period. Steam fuel costs increased $11.8 million due to increased sendout and higher unit cost of fuel. Gas purchased for resale increased $44.1 million, reflecting increased sendout and higher unit cost of purchased gas. Other operations and maintenance expenses decreased $14.2 million for the second quarter of 1996 compared with the 1995 period, due primarily to a decrease in the amortization of previously deferred Enlightened Energy program costs, reflecting lower program cost deferrals, and lower production expenses reflecting a refueling and maintenance outage of Indian Point Unit 2 in the 1995 period. There was no such outage in 1996. Depreciation and amortization increased $6.0 million in the second quarter of 1996 due to higher plant balances. Taxes, other than federal income tax, increased $25.2 million in the second quarter of 1996 compared with the 1995 period due principally to increased property taxes. - 24 - Federal income tax increased $3.5 million for the quarter reflecting adjustments associated with the 1995 electric rate agreement. Six Months Ended June 30, 1996 Compared with the Six Months Ended June 30, 1995 Net revenues (operating revenues less fuel and purchased power and gas purchased for resale) increased $19.2 million in the first six months of 1996 compared with the first six months of 1995. Electric net revenues decreased $28.6 million and gas and steam net revenues increased $25.3 million and $22.5 million, respectively. Total electric revenues in the 1996 period were higher than in the corresponding 1995 period, largely reflecting recovery of higher fuel and purchased power costs. Net electric revenues for the first six months of 1996 have been reduced by a credit due customers of $6.6 million, net of $20.3 million earned under the RPC mechanism, reflecting higher net revenues than the forecast, compared with an accrual of $21.4 million reflecting lower net revenues than the forecast level in the 1995 period. The accounting provisions of the 1992 and 1995 electric rate agreements for Indian Point Unit 2 refueling and maintenance outages decreased electric net revenues for the six months ended June 30, 1996 compared with the 1995 period by $26.8 million; related expenses decreased in like amount. Electric net revenues for the first six months of 1996 also include $24.9 million compared with $34.9 million for the 1995 period for incentives earned under the provisions of the rate agreements. Electric sales, excluding off-system sales, in the first six months of 1996 compared with the 1995 period were: Millions of Kwhrs. Six Months Six Months Ended Ended Percent Description June 30, 1996 June 30, 1995 Variation Variation Residential/Religious 5,088 4,828 260 5.4 % Commercial/Industrial 12,252 11,921 331 2.8 % Other 295 287 8 2.8 % Total Con Edison Customers 17,635 17,036 599 3.5 % NYPA, Municipal Agency and Other Delivery Service 4,677 4,506 171 3.8 % Total Service Area 22,312 21,542 770 3.6 % - 25 - Gas and steam revenues in the first six months of 1996 were increased by rate increases effective October 1995 and by recovery of higher costs for gas purchased for resale and steam fuel. In addition, gas net revenue for the 1995 period included $4.7 million for incentives earned under the 1994 gas rate agreement, related to achievement of gas system improvement targets for gas leaks. Steam revenue increases also reflect increased sales volume. For the first six months of 1996 firm gas sales volume increased 14.3 percent and steam sales volume increased 12.0 percent over the 1995 period. Under the weather normalization clause in the Company's gas tariff, most weather-related variations in gas sales do not affect gas revenues. After adjustment for comparability in both periods, primarily for variations in weather, electric sales volume in the Company's service territory in the first six months of 1996 increased 1.3 percent. Similarly adjusted, firm gas sales volume increased 3.4 percent and steam sales volume increased 0.7 percent. Electric fuel and purchased power costs increased in the first six months of 1996 by $37.2 million and $68.1 million, respectively, reflecting higher sendout and the higher costs of the Company's IPP power purchase contracts. The changes in fuel and purchased power costs also reflect increased generation from the Company's Indian Point Unit 2 nuclear generating station, which was operating during the 1996 period but was out of service for refueling and maintenance for a large part of the 1995 period. Steam fuel costs increased $40.0 million due to increased sendout and higher unit cost of fuel. Gas purchased for resale increased $113.9 million reflecting higher sendout and higher unit cost. Other operations and maintenance expenses decreased $25.5 million in the first six months of 1996 compared with the 1995 period due to decreases in the amortization of previously deferred Enlightened Energy program costs, reflecting lower program cost deferrals, and production expenses (principally due to the Indian Point Unit 2 refueling and maintenance outage in the 1995 period -- there was no such outage in the 1996 period), offset in part by higher distribution and transmission expenses. Depreciation and amortization increased $29.4 million due principally to higher plant balances and an additional provision for depreciation expense of $13.9 million corresponding to the amount of the gain on the refunding of preferred stock discussed above. - 26 - Taxes, other than federal income tax, increased $55.5 million in the first six months of 1996 compared with the 1995 period due primarily to increased property taxes ($37.4 million) and revenue taxes ($16.4 million). Federal income tax decreased $9.1 million in the first six months of 1996 compared with the 1995 period, principally due to lower pre-tax income. Twelve Months Ended June 30, 1996 Compared with Twelve Months Ended June 30, 1995 Net revenues (operating revenues less fuel, purchased power and gas purchased for resale) increased $2.8 million in the 12 months ended June 30, 1996 compared with the 1995 period. Electric net revenues decreased $65.5 million and gas and steam net revenues increased $33.9 million and $34.4 million, respectively. Total electric revenues in the 1996 period were higher than in the corresponding 1995 period, largely reflecting recovery of higher purchased power costs, partially offset by revenue reductions under the 1995 electric rate agreement to reflect a generally lower level of operation expenses. Under the modified ERAM, net electric revenues for the 12 months ended June 30, 1996 were reduced for a credit due customers of $63.4 million, net of $33.5 million earned under the RPC mechanism, reflecting higher net revenues than the forecast level, compared with a credit due customers of $13.1 million in the 1995 period. Net electric revenues for the 12 months ended June 30, 1996 include $47.7 million, compared with $86.1 million for the 1995 period, for incentives earned under the provisions of the rate agreements. Electric sales, excluding off-system sales, for the 12 months ended June 30, 1996 compared with the 12 months ended June 30, 1995 were: Millions of Kwhrs. Twelve Months Twelve Months Ended Ended Percent Description June 30, 1996 June 30, 1995 Variation Variation Residential/Religious 11,108 10,586 522 4.9% Commercial/Industrial 25,824 25,335 489 1.9% Other 625 605 20 3.3% Total Con Edison Customers 37,557 36,526 1,031 2.8% NYPA, Municipal Agency and Other Delivery Service 9,483 9,197 286 3.1% Total Service Area 47,040 45,723 1,317 2.9% - 27 - Off-system electricity sales increased to 3,987 millions of Kwhrs in the 1996 period compared with 3,374 millions of Kwhrs in the 1995 period. The increase in such sales was due largely to arrangements in which the Company produced electricity for others using gas they provided as fuel. The Company purchased a substantial portion of this electricity for sale to its own customers. Gas and steam revenues in the 1996 period reflect rate increases in October 1995 and higher fuel-related revenues due to increased sales volumes and higher gas and steam unit costs of fuel. For the 12 months ended June 30, 1996, firm gas sales volume increased 13.4 percent and steam sales volume increased 12.2 percent due to colder than normal 1996 winter weather compared to warmer than normal 1995 winter weather. Under the weather normalization clause in the Company's gas tariff, most weather-related variations in gas sales do not affect gas revenues. After adjustment for comparability in both periods, primarily for variations in weather, electric sales volume in the Company's service territory in the 12 months ended June 30, 1996 increased 1.6 percent. Similarly adjusted, firm gas sales volume increased 2.9 percent and steam sales volume decreased 0.1 percent. Electric fuel costs increased $15.2 million in the 1996 period due to higher sendout; steam fuel costs increased $48.7 million due to higher sendout and higher unit cost of fuel. Purchased power costs increased in the 1996 period by $215.6 million over the 1995 period reflecting increased purchases under IPP contracts and the relatively high cost that the Company is required to pay under its IPP contracts. Gas purchased for resale increased $121.2 million, reflecting higher sendout and higher unit cost of fuel. Other operations and maintenance expenses decreased $34.9 million in the 12 months ended June 30, 1996 compared with the 1995 period, due to decreased electric production and administrative and general expenses, offset in part by higher distribution and transmission expenses. Depreciation and amortization increased $48.0 million in the 1996 period due principally to higher plant balances and an additional provision for depreciation expense of $13.9 million corresponding to the amount of the gain on the refunding of preferred stock. - 28 - Taxes, other than federal income tax, increased $74.0 million in the 12 months ended June 30, 1996 compared with the 1995 period due primarily to increased property taxes ($54.1 million) and revenue taxes ($19.1 million). Federal income tax decreased $45.5 million for the 12 months ended June 30, 1996 compared with the 1995 period due principally to lower pre-tax income. Other income less miscellaneous deductions increased $5.7 million for the 12-month period due primarily to increases in investment income. Interest on long-term debt for the 12-month period increased $9.6 million principally as a result of the issuance of new debt. - 29 - PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ASTORIA SITE Reference is made to the information under the caption "SUPERFUND - Astoria Site" in Part I, Item 3, Legal Proceedings in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. While the Company's site investigation is ongoing, a portion has been completed and reports thereon submitted to the DEC and the New York State Department of Health for determination of the remediation action, if any, that may be required. Depending on the remediation required, the costs could be material. NUCLEAR FUEL DISPOSAL Reference is made to the information under the caption "NUCLEAR FUEL DISPOSAL" in Part I, Item 3, Legal Proceedings and Part I, Item 7, Management's Discussion and Analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. On July 23, 1996, the United States Court of Appeals for the District of Columbia held that the DOE has an obligation "reciprocal to the utilities' obligation to pay, to start disposing of the [spent nuclear fuel] no later than January 31, 1998." Noting that it was premature to determine the appropriate remedy, the Court remanded for further proceedings consistent with its opinion. RATE PROCEEDINGS Reference is made to the information under the captions "REGULATION AND RATES" in Part I, Item 1, Business, "RATE PROCEEDINGS" in Part I, Item 3, Legal Proceedings and "LIQUIDITY AND CAPITAL RESOURCES - 1992 Electric Rate Agreement, 1995 Electric Rate Agreement, Gas and Steam Rate Agreements, and Competition" in Part I, Item 7, Management's Discussion and Analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and the information under the captions "LIQUIDITY AND CAPITAL RESOURCES - 1995 Electric Rate Agreement, Gas and Steam Rate Increases, and Competition - New York State Initiative" in Part I, Item 2, Management's Discussion and Analysis in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996. - 30 - ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) At the Annual Meeting of Stockholders of the Company held on May 20, 1996, the stockholders of the Company voted to elect management's nominees for the Board of Trustees, to ratify and approve the appointment of the Company's independent accountants, to ratify and approve the Consolidated Edison Company of New York, Inc. 1996 Stock Option Plan, and not to adopt two stockholder proposals. (b) The name of each nominee for election and the number of shares voted for or with respect to which authority to vote for was withheld are as follows: For Withheld E. Virgil Conway 178,828,684 3,462,256 Gordon J. Davis 176,657,841 5,633,099 Ruth M. Davis 177,887,886 4,403,054 Ellen V. Futter 178,823,049 3,467,891 Arthur Hauspurg 177,036,065 5,254,875 Sally Hernandez-Pinero 178,562,104 3,728,836 Peter W. Likins 178,981,906 3,309,034 Raymond J. McCann 178,767,485 3,523,455 Eugene R. McGrath 178,720,904 3,570,036 Donald K. Ross 178,420,604 3,870,336 Robert G. Schwartz 178,784,747 3,506,193 Richard A. Voell 178,963,441 3,327,499 Myles V. Whalen, Jr. 178,634,603 3,656,337 (c) The results of the vote on the appointment of Price Waterhouse as independent accountants for the Company for 1996 were as follows: 179,150,988 shares were voted for this proposal; 1,445,323 shares were voted against the proposal; and 1,694,629 shares were abstentions. (d) The results of the vote on the Consolidated Edison Company of New York, Inc. 1996 Stock Option Plan were as follows: 164,351,159 shares were voted for this proposal; 13,376,383 shares were voted against the proposal; and 4,563,398 shares were abstentions. - 31 - (e) The following stockholder-proposed resolution was voted upon at the Annual Meeting: "RESOLVED: That the stockholders of Consolidated Edison Company of New York, Inc., assembled in annual meeting in person and by proxy, hereby request the Board of Directors to take the steps necessary to provide for cumulative voting in the election of directors, which means each stockholder shall be entitled to as many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate, or any two or more of them as he or she may see fit." The results of the vote on this proposal were as follows: 34,951,375 shares were voted for this proposal; 113,046,256 shares were voted against the proposal; 5,925,274 shares were abstentions; and 28,368,035 shares were broker nonvotes. (f) The following stockholder-proposed resolution was voted upon at the Annual Meeting: "RESOLVED: That the shareholders recommend that the Board take the necessary step that Con Edison specifically identify by name and corporate title in all future proxy statements those executive officers, not otherwise so identified, who are contractually entitled to receive in excess of $100,000 annually as base salary, together with whatever other additional compensation bonuses and other cash payments were due them." The results of the vote on this proposal were as follows: 18,294,485 shares were voted for this proposal; 129,324,360 shares were voted against the proposal; 6,303,058 shares were abstentions; and 28,369,037 shares were broker nonvotes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Exhibit 3.1 By-laws of the Company, effective as of May 20, 1996. (Incorporated by reference to Exhibit 3.2.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, in Commission File No. 1-1217.) Exhibit 3.2 Resolution adopted June 25, 1996 by the Board of Trustees of the Company amending the Company's By-Laws. - 32 - Exhibit 3.3 By-laws of the Company, effective as of September 1, 1996. Exhibit 4.1 Form of the Company's 7 3/4% Quarterly Income Capital Securities (Series A Subordinated Deferrable Interest Debentures). (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K, dated February 29, 1996, in Commission File No. 1-1217.) Exhibit 4.2 Form of the Company's 7 3/4% Debentures, Series 1996 A. (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K, dated April 24, 1996, in Commission File No. 1-1217.) Exhibit 10.1 Consolidated Edison Company of New York, Inc. 1996 Stock Option Plan. (Incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, in Commission File No. 1-1217.) Exhibit 10.2 Amendment, dated July 23, 1996, to Employment Contract, dated May 22, 1990, between the Company and Eugene R. McGrath. Exhibit 12 Statement of computation of ratio of earnings to fixed charges for the twelve-month periods ended June 30, 1996 and 1995. Exhibit 27 Financial Data Schedule. (To the extent provided in Rule 402 of Regulation S-T, this exhibit shall not be deemed "filed", or otherwise subject to liabilities, or be deemed part of a registration statement.) (b) REPORTS ON FORM 8-K The Company filed a Current Report on Form 8-K, dated April 24, 1996, reporting (under Item 5) the sale of $100 million aggregate principal amount of its 7 3/4% Debentures, Series 1996 A, and the expected use of the net proceeds of the sale thereof to refund certain debentures of the Company. The Company filed no other Current Reports on Form 8-K during the quarter ended June 30, 1996. - 33 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. DATE: August 5, 1996 Joan S. Freilich Joan S. Freilich Senior Vice President, Chief Financial Officer and Duly Authorized Officer DATE: August 5, 1996 John F. Cioffi John F. Cioffi Vice President, Controller and Chief Accounting Officer INDEX TO EXHIBITS SEQUENTIAL PAGE EXHIBIT NUMBER AT WHICH NO. DESCRIPTION EXHIBIT BEGINS 3.1 By-laws of the Company, effective as of May 20, 1996. (Incorporated by reference to Exhibit 3.2.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, in Commission File No. 1-1217.) 3.2 Resolution adopted June 25, 1996 by the Board of Trustees of the Company amending the Company's By-Laws. 3.3 By-laws of the Company, effective as of September 1, 1996. 4.1 Form of the Company's 7 3/4% Quarterly Income Capital Securities (Series A Subordinated Deferrable Interest Debentures). (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K, dated February 29, 1996, in Commission File No. 1-1217.) 4.2 Form of the Company's 7 3/4% Debentures, Series 1996 A. (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K, dated April 24, 1996, in Commission File No. 1-1217.) 10.1 Consolidated Edison Company of New York, Inc. 1996 Stock Option Plan. (Incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, in Commission File No. 1-1217.) 10.2 Amendment, dated July 23, 1996, to Employment Contract, dated May 22, 1990, between the Company and Eugene R. McGrath. 12 Statement of computation of ratio of earnings to fixed charges for the twelve-month periods ended June 30, 1996 and 1995. 27 Financial Data Schedule. (To the extent provided in Rule 402 of Regulation S-T, this exhibit shall not be deemed "filed", or otherwise subject to liabilities, or be deemed part of a registration statement.)