Consolidated Edison Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Power Generation
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (212 ) 460-4600
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (212 ) 460-4600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Consolidated Edison, Inc., | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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INFORMATION TO BE INCLUDED IN THE REPORT
| Introductory Note | |||||
This Current Report on Form 8-K is a combined report by two different registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (CECONY). CECONY is a wholly-owned subsidiary of Con Edison and, as such, the information in this Current Report about CECONY also applies to Con Edison. CECONY makes no representation as to the information contained in this Current Report relating to Con Edison or the subsidiaries of Con Edison other than itself.
| Item 7.01 | Regulation FD Disclosure | ||||
The information set forth in Item 8.01 below is incorporated herein by reference. The presentation relating to the Joint Proposal (as defined below) is “furnished” as an exhibit to this report pursuant to Item 7.01 of Form 8-K.
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| Item 8.01 | Other Events | ||||
On November 5, 2025, CECONY, the New York State Department of Public Service (NYSDPS) and other parties entered into a Joint Proposal for CECONY electric and gas rate plans for the three-year period January 2026 through December 2028 (the Joint Proposal). The Joint Proposal is subject to approval by the New York State Public Service Commission (NYSPSC). The following tables contain a summary of the Joint Proposal.
CECONY – Electric | |||||
| Effective period | January 2026 – December 2028 | ||||
| Base rate changes | Yr. 1 – $222 million (a) Yr. 2 – $473 million (a) Yr. 3 – $329 million (a) | ||||
Capital expenditures | Yr. 1 - $4,550 million Yr. 2 - $4,474 million Yr. 3 - $4,712 million | ||||
Amortizations to income of net liabilities | Yr. 1 – $88 million (b) Yr. 2 – $81 million (b) Yr. 3 – $78 million (b) | ||||
| Other revenue sources | Retention of $75 million of annual transmission congestion revenues Potential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 – $40 million Yr. 2 – $42 million Yr. 3 – $47 million | ||||
| Revenue decoupling mechanisms | Continuation of reconciliation of actual to authorized electric delivery revenues. | ||||
| Recoverable energy costs | Continuation of current rate recovery of purchased power and fuel costs. | ||||
| Negative revenue adjustments | Potential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 – $653 million Yr. 2 – $688 million Yr. 3 – $745 million | ||||
Regulatory reconciliations | Reconciliation of late payment charges and expenses for uncollectibles (c), expenses for pension and other postretirement benefits, variable-rate debt, major storms, property taxes (d), municipal infrastructure support costs (e), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (f). | ||||
| Net utility plant reconciliations | Target levels reflected in rates: Electric average net plant target: Yr. 1 – $33,590 million Yr. 2 – $35,186 million Yr. 3 – $38,624 million | ||||
| Average rate base | Yr. 1 – $32,935 million Yr. 2 – $35,149 million Yr. 3 – $39,174 million | ||||
| Weighted average cost of capital (after-tax) | Yr. 1 – 6.98 percent Yr. 2 – 7.04 percent Yr. 3 – 7.10 percent | ||||
| Authorized return on common equity | 9.40 percent | ||||
| Earnings sharing | Most earnings above an annual earnings threshold of 9.90 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. | ||||
| Cost of long-term debt | Yr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent | ||||
| Common equity ratio | 48 percent | ||||
(a) The electric base rate increases shown above will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.80% each year with corresponding base rate increases of $234 million in Yr. 1; $410 million in Yr. 2; and $421 million in Yr. 3. New rates will be effective as of January 1, 2026. CECONY will begin billing customers at the new shaped rate once the Joint Proposal is approved by the NYSPSC. Any shortfall in revenues due to the timing of billing to customers will be collected through a surcharge including a carrying charge on the outstanding balance.
(b) Reflects regulatory liability amortization of $63 million in Yr. 1, $58 million in Yr. 2, and $55 million in Yr. 3; amortization of the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s electric customers of $24 million in Yr. 1, $22 million in Yr. 2, and $22 million in Yr. 3; and amortization of the non-plant portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s electric customers of $1 million in Yr. 1, $1 million in Yr. 2, and $1 million in Yr. 3.
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(c) During the rate plan, CECONY will calculate the annual difference between (i) its actual uncollectible expenses and late payment charges and (ii) the levels of uncollectible expenses and late payment charges provided in rates. In the event the actual net expenses (late payment charge revenues minus uncollectible expenses) are below the amounts in rates, CECONY will defer the full variance as a regulatory liability and refund to customers via surcredit. In the event the actual net expenses are above the amounts in rates, CECONY will defer the full annual variance above $8.5 million in Yr. 1; $12.75 million in Yr. 2; and $17 million in Yr. 3; as a regulatory asset for recovery via surcharge.
(d) If the level of actual expense for property taxes, excluding the effect of property tax refunds, varies in any rate year from the projected level provided in rates, the full amount of the variation will be recovered from or credited to customers via surcharge/surcredit.
(e) In general, if actual expenses for municipal infrastructure support (other than company labor) are below the amounts reflected in rates CECONY will defer the difference for credit to customers, and if the actual expenses are above the amounts reflected in rates, the company will defer for recovery from customers 80 percent of the difference subject to a maximum deferral, subject to certain conditions, of 15 percent of the amount reflected in the rate plans.
(f) In addition, the NYSDPS continues its focused operations audit to investigate CECONY's income tax accounting. Any NYSPSC ordered adjustment to CECONY's income tax accounting is expected to be refunded to or collected from customers, as determined by the NYSPSC.
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CECONY – Gas | |||||
| Effective period | January 2026 – December 2028 | ||||
| Base rate changes | Yr. 1 – $(46) million (a) Yr. 2 – $170 million (a) Yr. 3 – $93 million (a) | ||||
Capital expenditures | Yr. 1 – $1,093 million Yr. 2 – $1,057 million Yr. 3 – $1,065 million | ||||
Amortizations to income of net liabilities | Yr. 1 – $90 million (b) Yr. 2 – $88 million (b) Yr. 3 – $86 million (b) | ||||
| Other revenue sources | Retention of annual revenues from non-firm customers of up to $65 million and 15 percent of any such revenues above $65 million. | ||||
| Revenue decoupling mechanisms | Continuation of reconciliation of actual to authorized gas delivery revenues calculated based upon revenue per customer class. | ||||
| Recoverable energy costs | Continuation of current rate recovery of purchased gas costs. | ||||
Negative revenue adjustments (c) | Potential charges if performance targets relating to service, safety and other matters are not met: Yr. 1 – $133 million (h) Yr. 2 – $140 million (h) Yr. 3 – $149 million (h) | ||||
Regulatory reconciliations | Reconciliation of late payment charges and expenses for uncollectibles (d), expenses for pension and other postretirement benefits, variable-rate debt, property taxes (e), municipal infrastructure support costs (f), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (g). | ||||
| Net utility plant reconciliations | Target levels reflected in rates: Gas average net plant target: Yr. 1 – $12,931 million Yr. 2 – $13,472 million Yr. 3 – $14,014 million | ||||
| Average rate base | Yr. 1 – $11,485 million Yr. 2 – $12,050 million Yr. 3 – $12,615 million | ||||
| Weighted average cost of capital (after-tax) | Yr. 1 – 6.98 percent Yr. 2 – 7.04 percent Yr. 3 – 7.10 percent | ||||
| Authorized return on common equity | 9.40 percent | ||||
| Earnings sharing | Most earnings above an annual earnings threshold of 9.90 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. | ||||
| Cost of long-term debt | Yr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent | ||||
| Common equity ratio | 48 percent | ||||
(a) The gas base rate increases shown above will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.01% each year with corresponding base rate increases of $28 million in Yr. 1; $69 million in Yr. 2; and $70 million in Yr. 3. New rates will be effective as of January 1, 2026. CECONY will begin billing customers at the new shaped rate once the Joint Proposal is approved by the NYSPSC. Any shortfall in revenues due to the timing of billing to customers will be collected through a surcharge including a carrying charge on the outstanding balance.
(b) Reflects regulatory liability amortization of $48 million in Yr. 1, $46 million in Yr. 2, and $45 million in Yr. 3; amortization of the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s gas customers of $6 million in Yr. 1, $6 million in Yr. 2, and $5 million in Yr. 3; and amortization of the unprotected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s gas customers of $36 million in Yr. 1, $36 million in Yr. 2, and $36 million in Yr. 3.
(c) $33.33 million in annual gas revenue requirement ($100 million over three years) will be recovered through a rate adjustment mechanism, subject to refund to customers relating to NYSDPS's review of CECONY's gas main welds.
(d) During the rate plan, CECONY will calculate the annual difference between (i) its actual uncollectible expenses and late payment charges and (ii) the levels of uncollectible expenses and late payment charges provided in rates. In the event the actual net expenses (late payment charge revenues minus uncollectible expenses) are below the amounts in rates, CECONY will defer the full variance as a regulatory liability and refund to customers via surcredit. In the event the actual net expenses are above the amounts in rates, CECONY will defer the full annual variance above $1.5 million in Yr. 1; $2.25 million in Yr. 2; and $3 million in Yr. 3; as a regulatory asset for recovery via surcharge.
(e) If the level of actual expense for property taxes, excluding the effect of property tax refunds, varies in any rate year from the projected level provided in rates, the full amount of the variation will be recovered from or credited to customers via surcharge/surcredit.
(f) In general, if actual expenses for municipal infrastructure support (other than company labor) are below the amounts reflected in rates CECONY will defer the difference for credit to customers, and if the actual expenses are above the amounts reflected in rates the company
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will defer for recovery from customers 80 percent of the difference subject to a maximum deferral, subject to certain conditions, of 15 percent of the amount reflected in the rate plans.
(g) In addition, the NYSDPS continues its focused operations audit to investigate CECONY's income tax accounting. Any NYSPSC ordered adjustment to CECONY’s income tax accounting is expected to be refunded to or collected from customers, as determined by the NYSPSC.
(h) The rate plan includes the potential for CECONY to earn Offsetting Credit Adjustments (OCAs) to offset any gas negative revenue adjustments. OCAs may only be applied in the calendar year they are earned. Potential OCAs that may be earned are $12 million in Yr. 1, $13 million in Yr. 2, and $14 million in Yr. 3.
The information in this report includes forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those identified in reports each of Con Edison and CECONY has filed with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Con Edison Update dated November 5, 2025, furnished pursuant to Item 7.01 of Form 8-K. | |||||
| Exhibit 104 | Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. | ||||
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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 hereunto duly authorized.
| CONSOLIDATED EDISON, INC. | ||||||||
| CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | ||||||||
| By | /s/ Joseph Miller | |||||||
| Joseph Miller | ||||||||
| Vice President, Controller and Chief Accounting Officer | ||||||||
Date: November 5, 2025
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