Report of Independent Auditors Report of the Company The consolidated financial statements have been prepared by the management of Consolidated Edison, Inc. (Con Edison). In Con Edison’s opinion, such statements are in conformity with accounting principles generally accepted in the United States of America. The statements reflect judgments and estimates made in the application of such principles. Management also prepared the other information in the annual report and is responsible for its accuracy and consistency with the consoli- dated financial statements. In the opinion of management, the consolidated financial statements fairly reflect Con Edison’s financial position, results of operations and cash flows. The integrity of Con Edison’s financial records, from which the consolidated financial statements are prepared, is largely dependent upon Con Edison’s system of internal accounting controls. Based upon continued monitoring of such controls, Con Edison believes it provides reasonable assurance that transactions are executed in accordance with management’s authorization and are properly recorded and that assets are appropriately safeguarded against loss from unauthorized use. Con Edison’s Board of Directors maintains an Audit Committee composed of outside independent Directors. The Audit Committee meets with Con Edison’s management, the internal auditors and the independent accountants several times a year to discuss internal accounting controls, financial reporting mat- ters, Con Edison’s consolidated financial statements and the scope and results of the audit by the independent accountants and of the audit programs of the internal auditors. The inde- pendent accountants and internal auditors have direct access to the Audit Committee and periodically meet with it without management representatives present. The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, Con Edison’s independent accountants, in accordance with auditing standards generally accepted in the United States of America. February 19, 2004 To the Shareholders and Board of Directors  of Consolidated Edison, Inc.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of compre- hensive income, of common shareholders’ equity, of cash flows and of capitalization present fairly, in all material respects, the financial position of Consolidated Edison, Inc. and its sub- sidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement pr esentation. We believe that our audits provide a reasonable basis for our opinion. Con Edison Annual Report 2003 47 New York, NY February 19, 2004