ED US Equity☆

Item 1A: Risk Factors

Information in any item of this report as to which reference is made in this Item 1A is incorporated by reference herein. The use of such terms as “see” or “refer to” shall be deemed to incorporate at the place such term is used the information to which such reference is made.

The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition.

The Companies have established an enterprise risk management program to identify, assess, manage and monitor its major business risks based on established criteria for the severity of an event, the likelihood of its occurrence, and the programs in place to control the event or reduce its impact. The Companies’ major risks include:

Regulatory/Compliance Risks:

The Companies Are Extensively Regulated And May Be Subject To Substantial Penalties. The Companies’ operations require numerous permits, approvals and certificates from various federal, state and local governmental agencies. State utility regulators may seek to impose substantial penalties on the Utilities for violations of state utility laws, regulations or orders or limit the Utilities from recovering costs incurred above amounts set forth in their rate plans. See “Other Regulatory Matters” in Note B to the financial statements in Item 8. The Utilities are also subject to recurring, independent, third-party audits with respect to these regulations and standards. In February 2025, the NYSPSC issued an order directing the NYSDPS to conduct a state-wide audit on the design of utilities' non-executive incentive compensation programs. In addition, the Utilities' rate plans usually include negative revenue adjustments for failing to meet certain operating and customer satisfaction standards. FERC has the authority to impose penalties on the Utilities and the projects that Con Edison Transmission invests in, which could be substantial, for violations of the Federal Power Act, the Natural Gas Act or related rules, including reliability and cybersecurity rules. Environmental agencies may seek penalties for failure to comply with laws, regulations or permits. The Companies may also be subject to penalties from other regulatory agencies. The Companies may be subject to new laws, regulations or other requirements or the revision or reinterpretation of such requirements, which could adversely affect them. See “Utility Regulation," "Competition" and “Environmental Matters – Climate Change" and "Environmental Matters - Other Federal, State and Local Environmental Provisions” in Item 1, “Critical Accounting Estimates” in Item 7 and “Other Regulatory Matters” in Note B to the financial statements in Item 8.

The Utilities’ Rate Plans May Not Provide A Reasonable Return. The Utilities have rate plans approved by state utility regulators that limit the rates they can charge their customers. The rates are generally designed for, but do not guarantee, the recovery of the Utilities’ cost of providing service (including a return on equity). See “Utility Regulation – State Utility Regulation – Rate Plans” in Item 1 and “Rate Plans” in Note B to the financial statements in Item 8. Rates usually may not be changed during the specified terms of the rate plans other than to recover energy costs and limited other exceptions. The Utilities’ actual costs may exceed levels provided for such costs in the rate plans. State utility regulators can initiate proceedings to prohibit the Utilities from recovering from their customers the cost of service (including energy costs and storm restoration costs) that the regulators determine to

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have been imprudently incurred. The Utilities have from time to time entered into settlement agreements to resolve various prudence proceedings.

The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans. The Utilities’ rate plans typically require action by regulators at their expiration dates, which may include approval of new plans with different provisions. The need to recover from customers increasing commodity or other costs, taxes or state-mandated assessments or surcharges could adversely affect the Utilities’ opportunity to obtain new rate plans that provide a reasonable rate of return and continue important provisions of current rate plans. The Utilities’ current rate plans generally include reconciliation of write-offs of customer accounts receivable balances for specified periods to amounts reflected in rates, with recovery/refund from or to customers via surcharge/sur-credit. Although these regulatory mechanisms are currently in place, the Utilities’ ability to effectively manage their customer accounts receivable balances, and obtain recovery in rates for their respective carrying costs and any related write-offs could have a material impact on the Companies’ businesses. In addition, a continued increase in accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances” in Item 7. The Utilities’ current New York electric and gas rate plans also include revenue decoupling mechanisms, CECONY’s current steam rate plan includes a weather normalization adjustment and the Utilities' New York electric, gas and steam rate plans include provisions for the recovery of energy costs and reconciliation of the actual amount of pension and other postretirement, environmental and certain other costs to amounts reflected in rates. Also, accounting credits for pension and other postretirement benefit plans could lead to a reduction in cash received from the Utilities’ revenue requirement. See “Rate Plans” in Note B to the financial statements in Item 8.

Operations Risks:

The Failure Of, Or Damage To, The Companies’ Facilities Could Adversely Affect The Companies. The Utilities provide electricity, gas and steam service using energy facilities, many of which are located either in, or close to, densely populated public places. See the description of the Utilities’ facilities in Item 1. A failure of, or damage to, these facilities, or an error in the operation or maintenance of these facilities, could result in bodily injury or death, property damage, the release of hazardous substances or extended service interruptions. Natural disasters or impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall, hurricane-strength winds and extreme heat or cold could impact or damage facilities or result in large-scale outages and the Utilities may experience more severe consequences by continuing or resuming operations during and after such events. The Utilities’ response to such events may be perceived to be below customer expectations. The Utilities' successful implementation of their maintenance programs reduces, but does not fully protect against, damage to their facilities for which they will be held responsible and which may hinder their restoration efforts. The Utilities could be required to pay substantial amounts that may not be covered by the Utilities’ insurance policies to repair or replace their facilities, compensate others for injury or death or other damage and settle any proceedings initiated by state utility regulators or other regulatory agencies. The occurrence of such events could also adversely affect the cost and availability of insurance. Changes to laws, regulations or judicial doctrines could further expand the Utilities’ liability for service interruptions. See “Utility Regulation – State Utility Regulation” and "Environmental Matters – Climate Change" in Item 1.

A Cyber Attack Could Adversely Affect The Companies. The Companies and other operators of critical energy infrastructure and energy market participants face a heightened risk of cyber attack and the Companies’ businesses require the continued operation of information systems and network infrastructure. See Item 1 for a description of the businesses of the Utilities and Con Edison Transmission. Cyber attacks may include hacking, viruses, malware, denial of service attacks, ransomware, exploited vulnerabilities or other security incidents, including loss of data and communications and business disruption. Cyber threats in general, and in particular, to critical infrastructure, are increasing in sophistication, magnitude and frequency and the techniques used in cyber attacks change rapidly, including from emerging technologies, such as artificial intelligence, and from nation-state and state-sponsored adversaries as well as criminal actors. Such adversaries have attacked and threatened to attack energy infrastructure and deploy significant resources and employ sophisticated methods to plan and carry out attacks. Risk of these attacks may escalate during periods of heightened geopolitical tensions. Interconnectivity with customers, independent system operators, energy traders and other energy market participants, suppliers, contractors and others also exposes the Companies’ information and operational systems and network infrastructure to an increased risk of cyber incidents, including attacks. Such interconnectivity increases the risk that a cyber incident or attack on the Companies could affect others and that a cyber incident or attack on others could affect the Companies. In the event of a significant cyber incident or attack, the Companies could have their operations and the operations of their customers and others materially disrupted. The Companies could also have their financial and other information systems and network infrastructure impaired or damaged; customer and employee information stolen; experience substantial loss of revenues; incur substantial response costs and other financial losses; be subject to increased regulation, litigation and penalties; and damage to their reputation. The Companies have experienced cyber incidents and attacks in the past (such as threat actors exploiting a vulnerability in the Companies’ information technology system, malicious attempts to disrupt traffic to their websites and attacks against third-party vendors used by the Companies) and expect to experience them in the future. Although none of these incidents has had a material impact on the Companies, the scope and impact of any future incident cannot be

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predicted. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected.

The Failure of Processes and Systems, the Failure to Retain and Attract Employees and Contractors, and Their Negative Performance Could Adversely Affect The Companies. The Companies have developed business processes and use information and communication systems and enterprise platforms for operations, customer service, legal compliance, personnel, accounting, planning and other matters. Many services, including certain information technology services and certain work on the Utilities’ electric and gas systems and CECONY’s steam system, are provided to the Companies by third-party contractors. The failure of the Companies’ or its contractors' business processes or information and communication systems or the failure by the Companies’ employees or contractors to follow procedures, their unsafe actions, errors or intentional misconduct, cyber incidents or attacks, or work stoppages could adversely affect the Companies’ operations and liquidity and could result in substantial liability, higher costs, increased regulatory requirements and substantial penalties. The violation of laws or regulations by employees or contractors for personal gain may result from contract and procurement fraud, extortion, bribe acceptance, fraudulent related-party transactions and serious breaches of corporate policy or standards of business conduct. Competition for employee and contractor talent may result in operating challenges and increased costs to attract and retain talent. If the Companies are unable to successfully attract and retain an appropriately qualified workforce, their results of operations, financial position and cash flows could be negatively affected. See “Human Capital” in Item 1.

Environmental Risks:

The Companies Are Exposed To Risks From The Environmental Consequences Of Their Operations, Including Increased Costs Related To Climate Change. The Companies are exposed to risks relating to climate change and related matters. In 2023, CECONY and O&R each completed a climate change vulnerability study that evaluated their respective future climate change adaptation strategies and each developed a climate change resilience plan to address projected physical climate risks and outline proposed resilience investments. See “Environmental Matters – Climate Change” in Item 1. CECONY may also be impacted by environmental regulations regarding emissions reductions such as New York’s CLCPA and New York City’s Climate Mobilization Act and compliance with such regulations is expected to require significant capital expenditures. In addition, the Companies are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions (including executive orders from the federal administration) relating to climate change that may result from the change in Presidential administrations. The Utilities are also responsible for hazardous substances, such as oil, asbestos, PCBs and coal tar, that have been used or produced in the course of the Utilities’ operations and are present on properties or in facilities and equipment currently or previously owned by them. The Companies could be adversely affected if a causal relationship between electric and magnetic fields and adverse health effects were to be established. The Companies may also be adversely affected by developments to legal or public policy doctrines regarding cable that contains lead. See “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8.

Financial and Market Risks:

Con Edison’s Ability To Pay Dividends Or Interest Depends On Dividends From Its Subsidiaries. Con Edison’s ability to pay dividends on its common shares or interest on its external borrowings depends primarily on the dividends and other distributions it receives from its subsidiaries. The dividends that the Utilities may pay to Con Edison are limited by the NYSPSC to not more than 100 percent of their respective income available for dividends calculated on a two-year rolling average basis, with certain exceptions. See “Dividends” in Note C and Note U to the financial statements in Item 8.

Changes To Tax Laws Could Adversely Affect the Companies. Changes to tax laws, regulations or interpretations thereof could have a material adverse impact on the Companies. Depending on the extent of these changes, the changes could also adversely impact the Companies’ credit ratings and liquidity. See “Capital Requirements and Resources – Capital Resources” in Item 1, “Liquidity and Capital Resources – Cash Flows from Operating Activities” in Item 7, "Rate Plans" and "Other Regulatory Matters" in Note B and Note L to the financial statements in Item 8.

The Companies Require Access To Capital Markets To Satisfy Funding Requirements. The Utilities estimate that their capital expenditures will exceed $37,200 million over the next five years. The Utilities use internally-generated funds, equity contributions from Con Edison, if any, and external borrowings to fund capital expenditures. Con Edison expects to finance its capital requirements primarily through internally generated funds, the sale of its common shares or external borrowings. Changes in financial market conditions or in the Companies’ credit ratings could adversely affect their ability to raise new capital and the cost thereof. See “Capital Requirements and Resources” in Item 1.

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A Disruption In The Wholesale Energy Markets, Increased Commodity Costs Or Failure By An Energy Supplier or Customer Could Adversely Affect The Companies. Almost all the electricity and gas the Utilities sell to their full-service customers is purchased through the wholesale energy markets or pursuant to contracts with energy suppliers. See the description of the Utilities’ energy supply in Item 1. A disruption in the wholesale energy markets or a failure on the part of the Utilities’ energy suppliers or operators of energy delivery systems that connect to the Utilities’ energy facilities could adversely affect their ability to meet their customers’ energy needs and adversely affect the Companies. The Utilities' ability to gain access to additional energy supplies, if needed, depends on effective markets and siting approvals for developer projects, which the Utilities do not control. Extreme cold weather, including events such as the Winter Storm Elliott that occurred in December 2022, has negatively impacted, and may in the future negatively impact, energy infrastructure in the northeastern United States, including the interstate natural gas system. During such extreme cold weather, the Utilities could face supply interruptions or operating issues (e.g., compressor failures, low pressures) on the interstate natural gas pipelines that they rely upon to deliver gas to their customers. Such disruptions to the interstate natural gas system could, in turn, result in unprecedented large-scale gas outages within the Utilities’ service territories. In the event of a large-scale outage, the Utilities could be required to pay substantial amounts to restore service, compensate others for injury or death or other damages and settle any proceedings initiated by regulatory agencies. Although the Utilities’ rate plans provide for recovery of purchased power costs, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances. See “Financial and Commodity Market Risks – Commodity Price Risk” in Item 7.

Other Risks:

The Companies Face Risks Related To Health Epidemics And Other Outbreaks. Pandemic illness could disrupt the Utilities' employees and contractors from providing essential utility services and adversely impact the Companies' liquidity, financial condition and results of operations. See “Aged Accounts Receivable Balances” in Item 7.

The Companies’ Strategies May Not Be Effective To Address Changes In The External Business Environment. The failure to identify, plan and execute strategies to address changes in the external business environment could have a material adverse impact on the Companies. Con Edison seeks to provide shareholder value through continued dividend growth, supported by earnings growth in regulated utilities and electric transmission projects. Changes to the competitive landscape, public policy, laws or regulations (or interpretations thereof), customer behavior or technology could significantly impact the value of the Utilities’ energy delivery facilities and Con Edison Transmission's investment in electric and gas transmission projects. Such changes could also affect the Companies’ opportunities to make additional investments in such assets and the potential return on the investments. The Utilities' gas delivery customers and CECONY's steam delivery customers have alternatives, such as electricity and oil. Distributed energy resources, and demand reduction and energy efficiency investments, provide ways for the energy consumers within the Utilities’ service areas to manage their energy usage. The Companies expect distributed energy resources and electric alternatives to gas and steam to increase, and for gas and steam usage to decrease, as the CLCPA and the Climate Mobilization Act continue to be implemented. See "Con Edison Transmission," "Environmental Matters - Clean Energy Future" and "Environmental Matters - Climate Change," “Competition” and "CECONY - Gas Peak Demand" in Item 1.

The Companies Face Risks Related To Supply Chain Disruptions, Inflation and the Imposition of Tariffs. The Companies have been impacted, and expect to continue to be impacted by, global and U.S. supply chain disruptions and shortages of materials, equipment, labor and other resources that are critical to the Companies’ business operations, primarily the Utilities’ electric transmission and distribution operations. Such disruptions and shortages have resulted in increased prices and lead times for critical orders of materials and equipment needed by the Companies in their operations, such as certain raw materials, microprocessors, semiconductors, microchips, vehicles and transformers. Long lead times for replacement parts could restrict the availability and delay the construction, maintenance or repair of items that are needed to support the Utilities' normal operations and may result in prolonged customer outages, which could in turn lead to unrecovered costs for such service interruptions. Demand for electric equipment is increasing due to the anticipated demand growth, in part driven by data centers, utilities’ efforts to meet clean energy goals and in order to prepare for more frequent extreme weather events at a time when manufacturing capacity and supply are decreasing. Geopolitical conflicts have also caused supply chain distributions and shortages. Prices of materials, equipment, transportation and other resources have increased as a result of these supply chain disruptions and shortages and may continue to increase as a result of inflation and the imposition of tariffs. Increases in inflation and the imposition of tariffs may raise the Companies’ costs in excess of the costs reflected in the Utilities’ rate plans and could also increase the amount of capital that needs to be raised by the Companies.

The Companies Also Face Other Risks That Are Beyond Their Control. The Companies’ results of operations can be affected by circumstances or events that are beyond their control. Weather and energy efficiency efforts directly influence the demand for electricity, gas and steam service, and can affect the price of energy commodities.

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Terrorist or other physical attacks or acts of war could damage the Companies' facilities. Economic conditions can affect customers’ demand and ability to pay for service, which could adversely affect the Companies.

Item 1B: Unresolved Staff Comments

Con Edison

Con Edison has no unresolved comments from the SEC staff.

CECONY

CECONY has no unresolved comments from the SEC staff.

Item 1C: Cybersecurity

Cybersecurity Risk Management

The Companies have identified cybersecurity as a key enterprise risk. As operators of critical energy infrastructure, the Companies require the continuous operation of information systems and network infrastructure. Cybersecurity threats are assessed, identified and managed as part of the Companies’ corporate-wide Enterprise Risk Management (ERM) program. The ERM program establishes processes to identify emerging issues; monitor, assess and mitigate known risks; align risk exposure to organizational priorities; and inform business decisions and resource allocation; and leverages, among others, the National Institute of Standards and Technology framework to help inform the Companies' processes around cybersecurity risk management.

In accordance with the Companies’ ERM program, management has established a multidisciplinary cybersecurity team including personnel from the technology, operations, legal, compliance, and risk management departments that identifies, assesses and remediates cybersecurity risks.

The Companies employ several processes to manage their cybersecurity risks, including, but not limited to, the following:

•Incident Detection and Prevention: The Companies deploy safeguards designed to protect their operational and information systems, the personal information of their customers and employees and other critical information from cybersecurity threats. These safeguards include, among other things, intrusion prevention and detection systems, anti-malware functionality and ongoing vulnerability assessments.

•Review and Assessment: The Companies assess the severity, likelihood and controllability of cybersecurity threats and consider risk outlook, recent external and internal cybersecurity events and audit findings to assess their overall cybersecurity risk management process. The Companies then use the findings from these assessments to inform cybersecurity risk mitigation activities, including long-term strategic and short-term tactical efforts, and capital allocation decisions.

•Independent Advisors: The Companies engage consultants to assess, identify and manage material risks from cybersecurity threats on a regular basis. The consultants are engaged to, among other things, assess the process by which cybersecurity threats are identified; provide incident response and forensic services; review and analyze cybersecurity controls and infrastructure; and provide threat emulation services.

•Third-Party Risk Assessments: The Companies’ vendors and suppliers participate in a third-party risk assessment to periodically validate such party’s profile across multiple risk domains. A cybersecurity risk assessment is performed by the Companies’ Information Technology department to assess the controls of high-risk third parties that, among other things, possess the Companies’ sensitive information and the personal information of their customers and employees. In addition, the Companies typically impose contractual obligations on their vendors and suppliers related to privacy, confidentiality, and data security based on their access to the Companies’ data, operational and information technology systems and sensitive information and the personal information of their customers and employees.

•Disclosure Controls and Procedures: Management has developed protocols and procedures to share information regarding cybersecurity incidents with the Chief Information Security Officer, Chief Privacy Officer, the Companies’ Disclosure Committee and the Law Department to enable assessments related to disclosure and reporting obligations in compliance with federal and state cybersecurity and data privacy regulations.

•Incident Response: The Companies have established and maintain incident response plans that set forth procedures for their response to cybersecurity incidents and data breaches and test and evaluate such plans on an ongoing basis.

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•Training and Compliance: The Companies train employees regularly on potential cybersecurity threats; monitor network and computing systems; collaborate with government and industry partners on threat mitigation; collaborate with local, state and federal agencies and utility industry colleagues to identify and employ tools that seek to protect the Companies’ operational and information systems and the personal information of their customers and employees from cybersecurity threats; and regularly conduct and participate in exercises to test and further develop prevention and responses to potential cyber and physical threats, both internally and through sector-level and cross-sector exercises led by industry or the U.S. government.

The Companies have experienced cybersecurity incidents and attacks in the past and expect to experience them in the future. The Companies have not experienced any cybersecurity incidents in the last three years that have materially affected the business strategy, results of operations, or financial condition of the Companies. Although the Companies have established processes to assess, identify and manage cybersecurity risks, such processes do not provide absolute assurance against a cybersecurity attack that could materially impact the Companies. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected. Such an incident could materially disrupt the Companies’ or their customers’ operations, cause damage to the Companies’ properties, financial and other information systems and network infrastructure and could result in the theft of the Companies’, their employees’ or customers’ information. See “A Cyber Attack Could Adversely Affect the Companies” in Item 1A.

Role of Management in Cybersecurity Risk Management

The Companies have established a cybersecurity team that manages the Companies’ cybersecurity risk. The cybersecurity team is led by the Vice President and Chief Information Security Officer, a technology leader with over 15 years of experience in information technology and cybersecurity. The cybersecurity team reports to a multidisciplinary team of executives and senior officers including personnel from the technology and operations departments who are responsible for the review and approval of changes in cybersecurity risk assessment and have oversight of risk mitigation and monitoring strategies. The executive and senior officer team is led by the Senior Vice President and Chief Information Officer, a senior global technology and operations leader with over 30 years of experience in the technology field and who is responsible for the Companies’ information technology and corporate security departments.

The cybersecurity team’s processes to protect the personal information of the Companies’ customers and employees are supported by a privacy compliance team. The privacy compliance team is led by the Chief Privacy Officer, a professional with over 18 years of experience in data privacy risk and compliance and who is a Certified Information Privacy Professional and a Certified Information Privacy Manager and is designated as a Fellow in Privacy. The Chief Privacy Officer reports to the Vice President and Chief Ethics and Compliance Officer, an attorney and executive who has over 25 years of experience in the legal, ethics, and compliance fields and is responsible for the company’s ethics and compliance program and department, including data privacy compliance. The Chief Ethics and Compliance Officer reports to the Senior Vice President and General Counsel, the Companies’ lead attorney and a senior executive with over 20 years of risk management, corporate governance and team leadership experience.

Role of Board of Directors and Board of Trustees in Cybersecurity Risk Management

Con Edison’s Board of Directors and CECONY’s Board of Trustees (collectively, the Board) and their respective Audit Committees oversee the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats. There is a process in place for the Board and the Audit Committee to receive quarterly updates and information from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer, regarding significant and potentially significant cybersecurity incidents and a range of cybersecurity metrics. The Board receives an annual presentation and report on cybersecurity risks from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer that addresses various topics, such as recent developments, vulnerability assessments and third-party and independent reviews. The Audit Committee also meets annually with the Senior Vice President and Chief Information Officer in executive session, without management present.

At each regular Board meeting, the Board reviews a cybersecurity dashboard prepared by the Senior Vice President and Chief Information Officer that includes updates on a range of cybersecurity metrics and topics. The Audit Committee oversees the ERM program and reviews more in-depth cybersecurity matters and risks on a semi-annual basis.

Item 2: Properties

Con Edison

Con Edison has no significant properties other than those of the Utilities.

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For information about the capitalized cost of the Companies’ utility plant, net of accumulated depreciation, see “Plant and Depreciation” in Note A to the financial statements in Item 8 (which information is incorporated herein by reference).

CECONY

For a discussion of CECONY’s electric, gas and steam facilities, see “CECONY – Electric Operations – Electric Facilities,” “CECONY – Gas Operations – Gas Facilities” and “CECONY – Steam Operations – Steam Facilities” in Item 1 (which information is incorporated herein by reference).

O&R

For a discussion of O&R’s electric and gas facilities, see “O&R – Electric Operations – Electric Facilities” and “O&R – Gas Operations – Gas Facilities” in Item 1 (which information is incorporated herein by reference).

Con Edison Transmission

Con Edison Transmission has no properties. Con Edison Transmission has ownership interests in electric and gas transmission companies. For information about these companies, see "Con Edison Transmission" in Item 1 (which information is incorporated herein by reference).

Item 3: Legal Proceedings

For information about certain legal proceedings affecting the Companies, see “Other Regulatory Matters” in Note B and “Superfund Sites” and “Asbestos Proceedings” in Note G and "Manhattan Explosion and Fire" in Note H to the financial statements in Item 8 and “Environmental Matters – CECONY” and “Environmental Matters – O&R” in Item 1 of this report, which information is incorporated herein by reference.

Item 4: Mine Safety Disclosures

Not applicable.

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Information about our Executive Officers

The following table sets forth certain information about the executive officers of Con Edison as of February 20, 2025. The term of office of each officer, is until the next election of directors (trustees) of their company and until his or her successor is chosen and qualifies. Officers are subject to removal at any time by the board of directors (trustees) of their company.

Name Age Offices and Positions During Past Five Years

Matthew Ketschke 53 1/21 to present – President of CECONY

11/17 to 12/20 – Senior Vice President – Customer Energy Solutions

Robert Sanchez 59 4/24 to present – President, Shared Services of CECONY

12/17 to 4/24 – President and Chief Executive Officer of O&R

7/22 to 9/22 – Senior Vice President of CECONY

1/21 to 7/22 - Vice President, Head of Government Relations - Lyft

9/19 to 1/21 - Senior Director, Public Policy - Lyft

1/21 to present – Chief Financial Officer and Controller of O&R

8/06 to 12/20 – Assistant Controller of Corporate Accounting of CECONY

08/19 to 11/24 – Senior Vice President, Technology Strategy & Planning - Verizon

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Part II

Item 5: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Con Edison

Con Edison’s Common Shares ($.10 par value), the only class of common equity of Con Edison, are traded on the New York Stock Exchange under the trading symbol "ED." As of January 31, 2025, there were 34,407 holders of record of Con Edison’s Common Shares. Con Edison paid quarterly dividends of 81 cents per Common Share in 2023 and quarterly dividends of 83 cents per Common Share in 2024. On January 16, 2025, Con Edison declared a quarterly dividend of 85 cents per Common Share that is payable on March 14, 2025. Con Edison expects to pay dividends to its shareholders primarily from dividends and other distributions it receives from its subsidiaries. The payment of future dividends is subject to approval and declaration by Con Edison’s Board of Directors and will depend on a variety of factors including business, financial and regulatory considerations. For additional information about the payment of dividends by the Utilities to Con Edison, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference).

During 2024, the market price of Con Edison’s Common Shares decreased by 1.91 percent (from $90.97 at year-end 2023 to $89.23 at year-end 2024). By comparison, the S&P 500 Index increased 23.31 percent and the S&P 500 Utilities Index increased 19.58 percent. The total return to Con Edison’s common shareholders during 2024, including both investment of dividends and the change in price, was 1.58 percent. By comparison, the total returns for the S&P 500 Index and the S&P 500 Utilities Index were 25.00 percent and 23.43 percent, respectively. For the five-year period 2020 through 2024 inclusive, Con Edison’s shareholders’ total return was 18.59 percent, compared with total returns for the S&P 500 Index and the S&P 500 Utilities Index of 96.85 percent and 37.79 percent, respectively.

Years Ended December 31,

Based on $100 invested at December 31, 2019, reinvestment of all dividends in equivalent shares of stock and market price changes on all such shares.

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CECONY

The outstanding shares of CECONY’s Common Stock ($2.50 par value) are the only class of common equity of CECONY. They are held by Con Edison and are not traded.

The dividends declared by CECONY in 2023 and 2024 are shown in its Consolidated Statement of Shareholder’s Equity included in Item 8 (which information is incorporated herein by reference). For additional information about the payment of dividends by CECONY, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference).

Item 6: [Reserved]

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This combined management’s discussion and analysis of financial condition and results of operations (MD&A) relates to the consolidated financial statements included in this report of two separate registrants: Con Edison and CECONY, and should be read in conjunction with the financial statements and the notes thereto. As used in this report, the term the “Companies” refers to Con Edison and CECONY. CECONY is a subsidiary of Con Edison and, as such, information in this management’s discussion and analysis about CECONY applies to Con Edison.

This combined MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. For discussions of 2022 items and year-to-year comparisons between 2023 and 2022, see “Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations,” in Con Edison’s and CECONY’s combined Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024.

Information in any item of this report referred to in this discussion and analysis is incorporated by reference herein. The use of terms such as “see” or “refer to” shall be deemed to incorporate by reference into this discussion and analysis the information to which reference is made.

Corporate Overview

Con Edison’s principal business operations are those of the Utilities and Con Edison Transmission. CECONY is a regulated utility that provides electric service in New York City and New York's Westchester County, gas service in Manhattan, the Bronx, parts of Queens and parts of Westchester, and steam service in Manhattan. O&R is a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey. Con Edison Transmission, through its subsidiaries, invests in electric transmission projects and manages, through joint ventures, both electric and gas assets while seeking to develop electric transmission projects. Con Edison Transmission is considering strategic alternatives with respect to its investment in MVP and both Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See “Con Edison Transmission” in Item 1.

In addition to the risks and uncertainties described in Item 1A and the Companies’ material contingencies described in Notes B, G and H to the financial statements in Item 8, the Companies’ management considers the following events, trends, and uncertainties to be important to understanding the Companies’ current and future financial condition.

Clean Energy Goals

The success of the Companies’ efforts to meet federal, state and city clean energy policy goals and the impact of energy consumers' efforts to meet such goals on CECONY’s electric, gas and steam businesses and O&R’s electric and gas businesses may impact the Companies’ future financial condition. The Utilities expect electric usage to increase and gas and steam usage to decrease in their service territories as federal, state and local laws and policies are enacted and implemented that aim to reduce the carbon intensity of the energy that is consumed in their respective jurisdictions. The Utilities’ and their regulators’ efforts to maintain electric reliability in their service territories as electric usage increases may also impact the Companies’ future financial condition. The long-term future of the Utilities’ gas businesses depends upon the role that natural gas or other gaseous fuels will play in facilitating New York State’s and New York City’s climate goals. In addition, the impact and costs from climate change impacts on the Utilities’ systems and the success of the Utilities’ efforts to maintain system reliability and manage service interruptions resulting from severe weather may impact the Companies’ future financial condition, results of operations and liquidity.

Aged Accounts Receivable Balances

At December 31, 2024, CECONY’s and O&R’s customer accounts receivables balances of $2,947 million and $113 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,652 million and $32 million, respectively. In comparison, CECONY’s and O&R’s customer accounts receivable balances at February 28, 2020 were $1,322 million and $89 million, respectively, including aged accounts receivables (balances outstanding in excess of 60 days) of $408 million and $15 million, respectively. Prior to the start of the COVID-19 pandemic, the Utilities’ practice was to write off customer accounts receivables as uncollectible 90 days after the account is disconnected for non-payment or the account is closed during the collection process. In general, the Utilities suspended collection activities and service disconnections during the COVID-19 pandemic and have since resumed such activities.

CECONY’s rate plans include reconciliation of late payment charges (from January 1, 2023 through December 31, 2025 for electric and gas and from January 1, 2020 through October 31, 2026 for steam) and write-offs of customer accounts receivable balances (from January 1, 2020 through December 31, 2025 for electric and gas and from

CON EDISON ANNUAL REPORT 2024 55

January 1, 2020 through October 31, 2026 for steam) to amounts reflected in rates, with recovery/refund from or to customers via surcharge/sur-credit. CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivable balances will, collectively, be subject to separate annual caps for electric and gas that produce no more than a half percent (0.5 percent) total customer bill impact per commodity (estimated for electric to be $57.3 million, $60.3 million, $62.6 million for 2023, 2024 and 2025, respectively, and for gas to be $14.8 million, $15.9 million and $16.8 million for 2023, 2024 and 2025, respectively). CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivables for steam will each be subject to an annual cap that produces no more than half percent (0.5 percent) total customer bill impact (estimated to be $2.5 million, $3.0 million and $3.5 million for 2024, 2025 and 2026, respectively). Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in CECONY’s next base rate cases.

O&R’s 2022 - 2024 rate plans included reconciliation of late payment charges to amounts reflected in rates for years 2022 through 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity and reconciliation of write-offs of customer accounts receivable balances to amounts reflected in rates from January 1, 2020 through December 31, 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity. O&R’s November 2024 joint proposal, that is subject to approval by the NYSPSC, includes reconciliation of uncollectible expenses and late payment charges that are subject to a combined annual threshold of $0.9 million and $0.5 million for electric and gas, respectively. Once the threshold is met, O&R will defer the variance between actual uncollectible expense and late payment charge, and the level set forth in rates that is above the threshold. Recovery/refunds will be made via surcharge/sur-credit. Surcharge recovery is subject to an annual cap that produces no more than a 0.5 percent total customer bill impact per commodity. Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in O&R’s next base rate cases.

Although these regulatory mechanisms are in place, a continued increase in accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “The Companies May Be Adversely Affected By Changes To The Utilities' Rate Pans" in Item 1A, “Liquidity and Capital Resources” and “Capital Requirements and Resources,” below and "Regulatory Matters – Rate Plans" in Note B and Note N to

the financial statements in Item 8.

In particular, CECONY, in an effort to reduce aged accounts receivables balances, plans to continue to execute on its integrated collections strategy, which includes, among other things, implementation of payment arrangements, enhanced digital and mail communications to customers regarding collections, increased field collections by hiring new field collectors and increasing collector efficiency and employing additional call center representatives to handle in-bound call volumes. O&R's collection strategy aligns with that of CECONY's in many respects.

Con Edison Transmission

Con Edison Transmission, through its New York Transco partnership and jointly with the NYPA, is developing the Propel NY Energy transmission project, a 90-mile electric transmission project that is expected to increase high voltage transmission connections between Long Island and the rest of New York State. Con Edison Transmission is also participating in competitive solicitations to develop additional electric projects, including a proposal submitted in April 2024 with another entity to build infrastructure that will facilitate future transmission to be installed for offshore wind power to New Jersey's electric grid and multiple proposals submitted in June 2024 through its New York Transco partnership to integrate electricity produced from offshore wind into New York City's energy grid. The success of Con Edison Transmission’s efforts in these competitive solicitations and to grow its electric transmission portfolio may impact Con Edison’s future capital requirements. In January 2025, the President of the United States issued an executive order temporarily withdrawing all areas on the outer continental shelf from new offshore wind leasing, pending review by the new Administration, noting that nothing in this withdrawal affects rights under existing leases in the withdrawn areas, and further that with respect to such existing leases, the Secretary of the Interior, in consultation with the Attorney General as needed, shall conduct a comprehensive review of the ecological, economic, and environmental necessity of terminating or amending any existing wind energy leases. See "Federal Regulation" in Item 1. Con Edison Transmission is considering strategic alternatives with respect to its investment in MVP and both Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See "Con Edison Transmission" in Item 1.

Certain financial data of Con Edison’s businesses are presented below:

56 CON EDISON ANNUAL REPORT 2024

Con Edison Transmission 4 — % 45 2 % 469 1 %

(a)Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. Net income for common stock for the year ended December 31, 2024 includes $(46) million (after-tax) for adjustments related to the sale of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law and implemented a new corporate alternative minimum tax (CAMT) that imposes a 15 percent tax on modified GAAP net income. Under the IRA, a corporation is subject to the CAMT if its average annual adjusted financial statement income for the three taxable year period ending prior to the taxable year exceeds $1,000 million, and applies to tax years beginning after December 31, 2022. Pursuant to the IRA, corporations are entitled to a tax credit (minimum tax credit) to the extent the CAMT liability exceeds the regular tax liability. This amount can be carried forward indefinitely and used in future years when regular tax exceeds the CAMT.

Beginning in 2024, based on the existing statue, the Companies are subject to and report the CAMT in their Consolidated Income Statements, Consolidated Statements of Cash Flows and the Consolidated Balance Sheets. The Companies accrued a CAMT liability of $139 million, $111 million of which is for CECONY, before the application of general business credits with an offsetting deferred tax asset representing the minimum tax credit carryforward, for the year ended December 31, 2024. The Companies are continuing to assess the impacts of the IRA on their financial statements and will update estimates based on future guidance to be issued by the Department of the Treasury.

New York Legislation

In April 2021, New York passed a law that increased the corporate franchise tax rate on business income from 6.5 percent to 7.25 percent, retroactive to January 1, 2021, for taxpayers with taxable income greater than $5 million. The law also reinstated the business capital tax at 0.1875 percent, not to exceed a maximum tax liability of $5 million per taxpayer. New York requires a corporate franchise taxpayer to calculate and pay the highest amount of tax under the three alternative methods: a tax on business income; a tax on business capital; or a fixed dollar minimum. The provisions to increase the corporate franchise tax rate and reinstate a capital tax were scheduled to expire after 2023. In May 2023, New York passed a law that extended the increase in the corporate franchise tax rate from 6.5 percent to 7.25 percent for an additional three years, through tax year 2026 and extended the business capital tax through tax year 2026. New York also passed a law establishing a permanent rate of 30 percent for the metropolitan transportation business tax surcharge. As a result of the sale of all of the stock of the Clean Energy Businesses in 2023, Con Edison's New York State taxable income was higher than $5 million and subject to the higher 7.25 percent rate (9.425 percent with the surcharge rate) on its taxable income for tax year 2023, but is not subject to the higher rate in tax year 2024.

CON EDISON ANNUAL REPORT 2024 57

Results of Operations

Net income for common stock and earnings per share for the years ended December 31, 2024 and 2023 were as follows:

Clean Energy Businesses (a) — 22 — 0.07

(a)Net income for common stock and earnings per share from the Clean Energy Businesses for the year ended December 31, 2023 reflects $2 million or $0.01 a share (after-tax) of the effects of HLBV accounting for tax equity investments in certain renewable electric projects. Net income for common stock and earnings per share from the Clean Energy Businesses also includes $(9) million or $(0.03) a share of net after-tax mark-to-market effects in 2023. Depreciation and amortization expenses on their assets of $31 million or $0.08 a share (after-tax) were not recorded for the year ended December 31, 2023. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8. See Note S to the financial statements in Item 8.

(b) Net income for common stock and earnings per share from Con Edison Transmission for the year ended December 31, 2024 includes $5 million or $0.01 a share (after-tax) for accretion of the basis difference of Con Edison's equity investment in Mountain Valley Pipeline, LLC. See “Investment in Mountain Valley Pipeline, LLC (MVP)” in Note A to the financial statements in Item 8.

(c) Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. See Note X to the financial statements in Item 8. Net income for common stock and earnings per share for the year ended December 31, 2024 includes $(46) million (after-tax) or $(0.13) a share (after-tax) for adjustments related to the sale of all of the stock of the Clean Energy Businesses. Net income for common stock and earnings per share for the year ended December 31, 2024 also includes $(3) million (after-tax) or $(0.01) a share (after-tax) of income tax impact on the effects of HLBV accounting for tax equity investments in certain renewable electric projects. Impact of the sale of the Clean Energy Businesses on the changes in state unitary tax apportionments (net of federal taxes) for the year ended December 31, 2024 is $(3 million) or $(0.01) per share. Net income for common stock and earnings per share for the year ended December 31, 2023 includes $(11) million or $(0.03) a share (after-tax) of income tax impact on the effects of HLBV accounting for tax equity investments in certain renewable electric projects and an immaterial amount or $0.00 a share of income tax impact on the net after-tax mark-to-market effects. Net income for common stock for the year ended December 31, 2023 also includes $(14) million and $(0.04) a share of transaction costs and other accruals related to the sale of the Clean Energy Businesses (net of tax). Impact of the sale of the Clean Energy Businesses on the changes in state unitary tax apportionments (net of federal taxes) for the year ended December 31, 2023 is $(7 million) or $(0.02) per share. Depreciation and amortization expenses on the assets of the Clean Energy Businesses $(3) million or $(0.01) a share (after-tax) were not recorded for the year ended December 31, 2023. Net income for common stock for the year ended December 31, 2023 includes $767 million or $2.21 per share (after-tax) for the gain on the sale of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

(d) Earnings per share on a diluted basis were $5.24 a share and $7.21 a share in 2024 and 2023 , respectively. See "Earnings Per Common Share" in Note A to the financial statements in Item 8.

The following table presents the estimated effect of major factors on earnings per share and net income for common stock for the year ended December 31, 2024 as compared with 2023.

58 CON EDISON ANNUAL REPORT 2024

Variation for the Year Ended December 31, 2024 vs. 2023

CECONY (a)

Higher electric rate base $115 $0.33

Steam rate plan effective November 2023 72 0.21

Higher gas rate base 19 0.05

Higher electric, gas and steam operations and maintenance costs (54) (0.16)

Higher regulatory commission expense and other corporate expenses (16) (0.04)

Accretive effect of share repurchase — 0.03

Other 2 —

O&R (a)

Electric base rate increase 21 0.06

Gas base rate increase 2 —

Higher interest expense (6) (0.02)

Clean Energy Businesses (b)

Total Clean Energy Businesses (22) (0.07)

Con Edison Transmission

Income tax adjustment due to AFUDC from MVP 5 0.01

Other (2) —

Total Con Edison Transmission 8 0.02

Other, including parent company expenses

Lower interest income (23) (0.07)

Higher taxes other than income taxes (10) (0.03)

Higher interest expense (3) (0.01)

Total Other, including parent company expenses (c) (835) (2.39)

Total Reported (GAAP basis) $(699) $(1.99)

CON EDISON ANNUAL REPORT 2024 59

The Companies’ other operations and maintenance expenses for the years ended December 31, 2024 and 2023 were as follows:

CECONY

Pensions and other postretirement benefits 138 338

Health care and other benefits 192 172

Regulatory fees and assessments (a) 461 380

Clean Energy Businesses (c) — 48

Con Edison Transmission 11 11

Other (d) — (4)

Total other operations and maintenance expenses $3,751 $3,606

(a)Includes Demand Side Management, System Benefit Charges and Public Service Law 18A assessments that are collected in revenues.

(b)Other includes the impact of the NYSPSC order denying an April 2023 petition by CECONY that requested permission to capitalize costs to implement its new customer billing and information system in 2024 and 2023 were ($51 million) and ($38 million), respectively.

(c)On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

(d)Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. See Note X to the financial statements in Item 8.

Con Edison’s principal business segments are CECONY’s regulated utility activities, O&R’s regulated utility activities and Con Edison Transmission. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8. CECONY’s principal business segments are its regulated electric, gas and steam utility activities. A discussion of the results of operations by principal business segment for the years ended December 31, 2024 and 2023 follows. For additional business segment financial information, see Note P to the financial statements in Item 8.

60 CON EDISON ANNUAL REPORT 2024

The Companies’ results of operations for the years ended December 31, 2024 and 2023 were:

(a) Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. See Note X to the financial statements in Item 8.

(b) Represents the consolidated results of operations of Con Edison and its businesses.

(c) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 2024 61

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

CECONY

For the Year Ended December 31, 2024 For the Year Ended December 31, 2023

Electric

CECONY’s results of electric operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

CECONY’s electric sales and deliveries in 2024 compared with 2023 were:

Millions of kWh Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — (7) 621 (628) Large

(a)Revenues from electric sales are subject to a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)Other electric operating revenues generally reflect changes in the revenue decoupling mechanism current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plan.

(d)After adjusting for variations, primarily weather and billing days, electric delivery volumes in CECONY’s service area increased 1.3 percent in 2024 compared with 2023.

Operating revenues increased $639 million in 2024 compared with 2023 primarily due to an increase in revenues from the electric rate plan ($558 million) and a change in incentives earned under the earnings adjustment mechanisms ($18 million).

Purchased power expenses decreased $6 million in 2024 compared with 2023 due to lower unit costs ($88 million), offset in part by higher purchased volume ($82 million).

62 CON EDISON ANNUAL REPORT 2024

Fuel expenses decreased $31 million in 2024 compared with 2023 due to lower unit costs ($23 million) and lower purchased volumes from the company’s electric generating facilities ($8 million).

Other operations and maintenance expenses increased $204 million in 2024 compared with 2023 primarily due to higher total surcharges for assessments and fees that are collected in revenues from customers ($83 million), uncollectible expenses ($35 million), electric operations maintenance activities ($22 million), costs for injuries and damages ($11 million) and the impact of the NYSPSC order denying an April 2023 petition by CECONY that requested permission to capitalize costs to implement its new customer billing and information system in 2024 ($6 million) and higher health care costs ($4 million).

Depreciation and amortization expenses increased $76 million in 2024 compared with 2023 primarily due to higher electric utility plant balances.

Taxes, other than income taxes increased $132 million in 2024 compared with 2023 primarily due to higher property taxes ($185 million) and higher state and local revenue taxes ($25 million), offset in part by a higher deferral of under-collected property taxes ($82 million).

Gas

CECONY’s results of gas operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

Other operations and maintenance 528 527 1

Taxes, other than income taxes 576 514 62

CECONY’s gas sales and deliveries, excluding off-system sales, in 2024 compared with 2023 were:

Thousands of Dt Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — 42 76 (34) (44.7)

(a)Revenues from gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)After adjusting for variations, primarily billing days, firm gas sales and transportation volumes in CECONY’s service area decreased 4.0 percent in 2024 compared with 2023.

(c)Other gas operating revenues generally reflect changes in the revenue decoupling mechanism and weather normalization clause current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plans.

Operating revenues increased $5 million in 2024 compared with 2023 primarily due to an increase in gas revenues under the company's gas rate plan ($215 million), offset in part by lower gas purchased for resale expense ($153 million), lower unbilled revenue accrual ($24 million), higher interest accrual on net plant reconciliation ($16 million) and timing of a gas revenue reconciliation ($11 million).

Gas purchased for resale decreased $153 million in 2024 compared with 2023 due to lower unit costs ($219 million), offset in part by higher purchased volumes ($66 million).

CON EDISON ANNUAL REPORT 2024 63

Depreciation and amortization expenses increased $29 million in 2024 compared with 2023 primarily due to higher gas utility plant balances.

Taxes, other than income taxes increased $62 million in 2024 compared with 2023 primarily due to higher property taxes ($44 million) and lower deferral of under-collected property taxes ($24 million), offset in part by lower state and local revenue taxes ($6 million).

Steam

CECONY’s results of steam operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

Other operations and maintenance 203 231 (28)

Depreciation and amortization 108 100 8

Taxes, other than income taxes 179 146 33

Steam operating income $13 $(73) $86

CECONY’s steam sales and deliveries in 2024 compared with 2023 were:

Millions of Pounds Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (b) — — — — (10) 31 (41) Large

(a)Effective November 1, 2023, revenues from steam sales are subject to a weather normalization clause, as a result of which, delivery revenues reflect normal weather conditions during the heating season.

(b)Other steam operating revenues generally reflect changes in regulatory assets and liabilities in accordance with CECONY’s rate plan.

(c)After adjusting for variations, primarily weather prior to November 1, 2023, and billing days, steam sales and deliveries in the company’s service area decreased 3.1 percent in 2024 compared with 2023.

Operating revenues increased $9 million in 2024 compared with 2023 primarily due to the benefit from the new steam rate plan ($97 million), offset in part by lower fuel expenses ($81 million) and lower purchased power expenses ($9 million).

Purchasedpower expenses decreased $9 million in 2024 compared with 2023 due to lower unit costs ($9 million).

Fuel expenses decreased $81 million in 2024 compared with 2023 due to lower unit costs ($83 million), offset in part by higher purchased volumes used from the company’s steam generating facilities ($2 million).

Other operations and maintenance expenses decreased $28 million in 2024 compared with 2023 primarily due to lower costs for pension and other postretirement benefits, reflecting reconciliation to the rate plan level ($53 million), offset in part by an increase in municipal infrastructure support ($7 million), the impact of the NYSPSC order denying an April 2023 petition by CECONY that requested permission to capitalize costs to implement its new customer billing and information system in 2024 ($6 million), higher total surcharges for assessments and fees that are collected in revenues from customers ($1 million) and higher health care costs ($1 million).

Depreciation and amortization expenses increased $8 million in 2024 compared with 2023 primarily due to higher steam utility plant balances.

Taxes, other than income taxes increased $33 million in 2024 compared with 2023 primarily due to a lower deferral of under-collected property taxes ($24 million), higher property taxes ($6 million) and higher state and local taxes ($2 million).

64 CON EDISON ANNUAL REPORT 2024

Taxes, Other Than Income Taxes

At $3,173 million, taxes other than income taxes remain one of CECONY’s largest operating expenses. The principal components of, and variations in, taxes other than income taxes were:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

State and local taxes related to revenue receipts 429 409 20

(a)Including sales tax on customers’ bills, total taxes other than income taxes in 2024 and 2023 were $3,915 million and $3,652 million, respectively.

(b)Including the deferral of under-collected property taxes in 2024 and 2023 of $83 million and $50 million, respectively.

Other Income

Other income decreased $154 million in 2024 compared with 2023 primarily due to lower credits associated with components of pension and other postretirement benefits other than service cost ($176 million), offset in part by an increase in AFUDC ($11 million) and an increase in the revenue decoupling mechanism interest accrual ($6 million).

Net Interest Expense

Net interest expense increased $164 million in 2024 compared with 2023 primarily due to higher interest expense for long-term debt due to higher debt balances ($142 million) and short-term debt ($3 million).

Income Tax Expense

Income taxes decreased $44 million in 2024 compared with 2023 primarily due to higher amortization of excess deferred federal income taxes ($31 million) and the absence in 2024 of a remeasurement of state deferred income tax assets and liabilities as a result of the enacted New York State legislation in 2023 ($10 million).

O&R

For the Year Ended December 31, 2024 For the Year Ended December 31, 2023

Electric

O&R’s results of electric operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

Other operations and maintenance 306 292 14

Depreciation and amortization 82 76 6

Taxes, other than income taxes 62 59 3

Electric operating income $112 $85 $27

O&R’s electric sales and deliveries in 2024 compared with 2023 were:

CON EDISON ANNUAL REPORT 2024 65

Millions of kWh Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Other operating revenues (c) — — — — 1 9 (8) (88.9)

(a)O&R’s New York electric delivery revenues are subject to a revenue decoupling mechanism, as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. The majority of O&R’s electric distribution revenues in New Jersey are subject to a conservation incentive program, as a result of which distribution revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s electric transmission revenues in New Jersey are not subject to a conservation incentive program, and as a result, changes in such volumes do impact revenues.

(b)“Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations.

(c)Other electric operating revenues generally reflect changes in regulatory assets and liabilities in accordance with O&R’s electric rate plan.

(d)After adjusting for weather and other variations, electric delivery volumes in O&R’s service area increased 2.7 percent in 2024 compared with 2023.

Operating revenues increased $93 million in 2024 compared with 2023 primarily due to higher purchased power expenses ($43 million) and higher revenues from the New York electric rate plan ($39 million), higher revenue related to the Clean Energy Act ($3 million) and a change in incentives earned under the earnings adjustment mechanisms ($1 million).

Purchasedpower expenses increased $43 million in 2024 compared with 2023 due to higher purchased volumes ($35 million) and unit costs ($8 million).

Other operations and maintenance expenses increased $14 million in 2024 compared with 2023 primarily due to higher regulatory System Benefit Charges ($6 million), higher regulatory amortizations ($4 million), higher expenses associated with the New Jersey Clean Energy Act ($3 million) and higher tree trimming costs ($2 million).

Depreciation and amortization expenses increased $6 million in 2024 compared with 2023 primarily due to higher electric utility plant balances.

Taxes, other than income taxes increased $3 million in 2024 compared with 2023 primarily due to higher property taxes ($2 million) and higher state and local revenue taxes ($1 million).

Gas

O&R’s results of gas operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

Gas purchased for resale 75 111 (36)

Other operations and maintenance 81 83 (2)

Depreciation and amortization 35 30 5

Taxes, other than income taxes 33 32 1

Gas operating income $49 $41 $8

O&R’s gas sales and deliveries, excluding off-system sales, in 2024 compared with 2023 were:

66 CON EDISON ANNUAL REPORT 2024

Thousands of Dt Delivered Revenues in Millions (a)

For the Years Ended For the Years Ended

Generation plants 10 4 6 Large — — — —

Other gas revenues — — — — 44 22 22 Large

(a)Revenues from New York gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved.

(b)After adjusting for weather and other variations, firm sales and transportation volumes in O&R’s service area decreased 1.4 percent in 2024 compared with 2023.

Operating revenues decreased $24 million in 2024 compared with 2023 primarily due to lower gas purchased for resale ($36 million), offset in part by higher revenues from the New York gas rate plan ($3 million) and a change in incentives earned under the earnings adjustment mechanisms ($2 million).

Gas purchased for resale decreased $36 million in 2024 compared with 2023 due to lower purchased volumes ($18 million) and unit cost ($18 million).

Other operations and maintenance expenses decreased $2 million in 2024 compared with 2023 primarily due to lower pension costs.

Depreciation and amortization expenses increased $5 million in 2024 compared with 2023 primarily due to higher gas utility plant balances.

Taxes, Other Than Income Taxes

Taxes, other than income taxes, remained consistent in 2024 compared with 2023. The principal components of taxes, other than income taxes, were:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

State and local taxes related to revenue receipts 13 11 2

Payroll taxes 9 9 —

(a)Including sales tax on customers’ bills, total taxes other than income taxes in 2024 and 2023 were $127 million and $122 million, respectively.

Other Income

Other income decreased $17 million in 2024 compared with 2023 primarily due to lower credits associated with components of pension and other postretirement benefits other than service cost ($17 million).

Net Interest Expense

Net interest expense increased $9 million in 2024 compared with 2023 primarily due to higher interest expense for long-term debt due to higher debt balances ($5 million).

Con Edison Transmission

Income Tax Expense

Income taxes decreased $6 million in 2024 compared with 2023 primarily due to AFUDC equity, which increased book income but is non-taxable upon recognition in 2024.

Other

CON EDISON ANNUAL REPORT 2024 67

Taxes, Other Than Income Taxes

Taxes, other than income taxes increased $10 million in 2024 compared with 2023 primarily due to an increase in the New York State Capital Tax ($10 million).

Income Tax Expense

Income taxes decreased $117 million in 2024 compared with 2023 primarily due to lower income before income tax expense ($220 million), primarily due to the prior year gain on the sale of all the stock of the Clean Energy Businesses and offsetting non-recurring tax benefits principally from the recognition of unamortized investment tax credits ($103 million) recognized in 2023.

Clean Energy Businesses

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8. The Clean Energy Businesses’ results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 were as follows:

For the Years Ended December 31,

(Millions of Dollars) 2024 2023 Variation

Operating revenues $— $129 $(129)

Purchased power — — —

Gas purchased for resale — 41 (41)

Other operations and maintenance — 48 (48)

Depreciation and amortization — — —

Taxes, other than income taxes — 3 (3)

Operating income $— $37 $(37)

Net Interest Expense

Net interest expense decreased $16 million in 2024 compared with 2023 primarily due to lower unrealized gains on interest rate swaps in the 2023 period. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses and the impact on the 2023 period is shown through the date of sale. See Note W and Note X to the financial statements in Item 8.

Income Tax Expense

Income taxes decreased $3 million in 2024 compared with 2023 primarily due to lower income before income tax expense ($6 million) and a decrease in the valuation allowance on deferred state net operating losses ($2 million), offset in part by lower renewable energy tax credits due to the sale of all of the stock of the Clean Energy Businesses on March 1, 2023 ($5 million). See Note W and Note X to the financial statements in Item 8.

Loss Attributable to Non-Controlling Interest

Loss attributable to non-controlling interest decreased $3 million in 2024 compared with 2023 primarily due to the sale of all of the stock of the Clean Energy Businesses.

68 CON EDISON ANNUAL REPORT 2024

Liquidity and Capital Resources

The Companies monitor the financial markets closely, including borrowing rates and daily cash collections. Increases in aged accounts receivable balances, inflationary pressure and higher interest rates have increased the amount of capital needed by the Utilities and the costs of such capital. See "Interest Rate Risk," below, "Aged Accounts Receivable Balances," above and "Capital Resources," below.

Con Edison and the Utilities have a $2,500 million revolving credit agreement (the Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2029, unless extended for an additional one-year term, subject to certain conditions. CECONY has a $500 million 364-day revolving credit agreement (the CECONY Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2025, subject to certain conditions. Con Edison and the Utilities have not entered into any loans under the Credit Agreement and CECONY has not entered into any loans under the CECONY Credit Agreement.

In November 2024 and January 2025, CECONY borrowed $500 million and $200 million, respectively, at a variable

rate under a 364-Day Senior Unsecured Delayed Draw Term Loan Credit Agreement entered into by the company in November 2024 (the CECONY Term Loan Credit Agreement). The term loans mature in November 2025.

CECONY has the option to prepay the term loans issued under the CECONY Term Loan Credit Agreement prior to

maturity.

FERC has authorized CECONY through April 30, 2026 and O&R through July 31, 2026 to issue short-term borrowings for a period of not more than 12 months, in an amount not to exceed $4,000 million and $250 million, respectively, at prevailing market rates.

The Companies’ liquidity reflects cash flows from operating, investing and financing activities, as shown on their respective consolidated statements of cash flows and as discussed below.

The principal factors affecting Con Edison’s liquidity are its investments in the Utilities and Con Edison Transmission, the dividends it pays to its shareholders and the dividends it receives from its subsidiaries and cash flows from financing activities discussed below.

The principal factors affecting CECONY’s liquidity are its cash flows from operating activities, cash used in investing activities (including capital expenditures), the dividends it pays to Con Edison and cash flows from financing activities discussed below.

The Companies generally maintain minimal cash balances and use short-term borrowings to meet their working capital needs and other cash requirements. The Companies repay their short-term borrowings using funds from long-term financings and operating activities. The Utilities’ cost of capital, including working capital, is reflected in the rates they charge to their customers.

Each of the Companies believes that it will be able to meet its reasonably likely short-term and long-term cash requirements. See “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” "Changes To Tax Laws Could Adversely Affect the Companies," “The Companies May be Adversely Affected by Changes to the Utilities’ Rate Plans,” “The Companies Face Risks Related to Health Epidemics And Other Outbreaks,” and “The Companies Also Face Other Risks That Are Beyond Their Control” in Item 1A, and “Capital Requirements and Resources” in Item 1.

CON EDISON ANNUAL REPORT 2024 69

The Companies’ cash, temporary cash investments and restricted cash resulting from operating, investing and financing activities for the years ended December 31, 2024 and 2023 are summarized as follows:

Less: Change in cash balances held for sale (a) — — — — — — — — 9 5 9 5

(a) On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

(b) Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. See Note X to the financial statements in Item 8.

(c) Represents the consolidated results of operations of Con Edison and its businesses.

(d) See "Reconciliation of Cash, Temporary Cash Investments and Restricted Cash" in Note A to the financial statements in Item 8.

70 CON EDISON ANNUAL REPORT 2024

Cash Flows from Operating Activities

The Utilities’ cash flows from operating activities primarily reflect their energy sales and deliveries and cost of operations. The volume of energy sales and deliveries is primarily affected by factors external to the Utilities, such as customer demand, weather, market prices for energy and economic conditions. Measures that promote distributed energy resources, such as distributed generation, demand reduction and energy efficiency, also affect the volume of energy sales and deliveries. See "Competition" and "Environmental Matters – Clean Energy Future" and “Environmental Matters – Climate Change” in Item 1.

Pursuant to their rate plans, the Utilities have recovered from customers a portion of the tax liability they will pay in the future as a result of temporary differences between the book and tax basis of assets and liabilities. These temporary differences affect the timing of cash flows, but not net income, as the Companies are required to record deferred tax assets and liabilities at the current corporate tax rate for the temporary differences. For the Utilities, credits to their customers of the net benefits of the TCJA, including the reduction of the corporate tax rate to 21 percent, decrease cash flows from operating activities. Pursuant to their rate plans, the Utilities also recover from customers the amount of property taxes they will pay. The payment of property taxes by the Utilities affects the timing of cash flows and increases the amount of short-term borrowings issued by the Utilities when property taxes are due and as property taxes increase, but generally does not impact net income.See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Federal Income Tax” in Note A, “Rate Plans” in Note B, “Other Regulatory Matters” in Note B and Note L to the financial statements in Item 8.

In general, the Utilities suspended service disconnections during the COVID-19 pandemic and have since resumed such activities in accordance with applicable law. At December 31, 2024, CECONY’s and O&R’s customer accounts receivables balances of $2,947 million and $113 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,652 million and $32 million, respectively. A continued increase in accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances,” above.

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

Net income is the result of cash and non-cash (or accrual) transactions. Only cash transactions affect the Companies’ cash flows from operating activities. Principal non-cash charges or credits include depreciation, deferred income tax expense, amortizations of certain regulatory assets and liabilities and accrued unbilled revenue. Non-cash charges or credits may also be accrued under the revenue decoupling and cost reconciliation mechanisms in the Utilities’ New York electric and gas rate plans. See “Rate Plans – CECONY– Electric and Gas" and "Rate Plans – O&R New York – Electric and Gas” in Note B to the financial statements in Item 8.

Certain prior period amounts have been reclassified within the Companies' cash flows from operating activities to conform with current period presentation.

Net cash flows from operating activities in 2024 for Con Edison were $1,458 million higher than in 2023. The changes in net cash flows for Con Edison primarily reflect:

•lower net deferred charges, noncurrent assets, leases and other regulatory liabilities balances of $682 million;

•an increase in accounts payable of $284 million;

•a decrease in prepayments of $225 million;

•a decrease in unbilled revenue and net unbilled revenue deferrals of $123 million;

•a decrease in the revenue decoupling mechanism receivable of $39 million;

•an increase in accrued interest of $35 million; and

•an increase in accrued taxes of $8 million.

Net cash flows from operating activities in 2024 for CECONY were $1,073 million higher than in 2023. The changes in net cash flows for CECONY primarily reflect:

•lower net deferred charges, noncurrent assets, leases, net and other regulatory assets of $713 million;

•lower other receivables and other current assets of $220 million; and

•an increase in accounts payable of $145 million;

The change in net cash flows also reflects the timing of payments for and recovery of energy costs. This timing is reflected within changes to accounts receivable – customers, recoverable and refundable energy costs within other regulatory assets and liabilities and accounts payable balances.

Cash Flows Used in Investing Activities

CON EDISON ANNUAL REPORT 2024 71

The following table summarizes key components of Con Edison's cash flows used in investing activities for the years ended December 31, 2024 and December 31, 2023.

For the Year Ended December 31,

INVESTING ACTIVITIES

Cost of removal less salvage (474) (387) (87)

Non-utility capital expenditures (1) (141) 140

Other investing activities (28) (49) 21

NET CASH FLOWS USED IN INVESTING ACTIVITIES $(5,273) $(1,003) $(4,270)

Net cash flows used in investing activities for Con Edison were $4,270 million higher in 2024 than in 2023. The change for Con Edison primarily reflects:

•the proceeds from the sale of all of the stock of the Clean Energy Businesses, net of cash and cash equivalents sold in 2023 of $3,927 million;

•an increase in utility capital expenditures of $417 million; and

•higher cost of removal less salvage of $87 million;

Offset in part by

•a decrease in non-utility capital expenditures of ($140 million).

The following table summarizes key components of CECONY's cash flows used in investing activities for the years ended December 31, 2024 and December 31, 2023.

For the Year Ended December 31,

INVESTING ACTIVITIES

Cost of removal less salvage (467) (380) (87)

NET CASH FLOWS USED IN INVESTING ACTIVITIES $(4,923) $(4,439) $(484)

Net cash flows used in investing activities for CECONY were $484 million higher in 2024 than in 2023. The change for CECONY primarily reflects:

•an increase in utility capital expenditures $397 million; and

•higher cost of removal less salvage $87 million.

Pursuant to their rate plans, the Utilities recover the cost of utility capital expenditures from customers, including an approved rate of return (before and after being placed in service and an allowance for funds used during construction (AFUDC) before being placed in service). Increases in the amount of utility capital expenditures may temporarily increase the amount of short-term debt issued by the Utilities prior to the long-term financing of such amounts.

Cash Flows From (Used In) Financing Activities

The following table summarizes key components of Con Edison's cash flows from (used in) financing activities for the years ended December 31, 2024 and December 31, 2023.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net issuance (payment) of short-term debt $(118) $(202) $84

Retirement of term loan — (750) 750

Debt issuance costs (43) (32) (11)

Issuance of common shares for stock plans 60 56 4

Repurchase of common shares — (1,000) 1,000

Distribution to noncontrolling interest — (4) 4

NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES $1,797 $(1,488) $3,285

72 CON EDISON ANNUAL REPORT 2024

Net cash flows from financing activities for Con Edison were $3,285 million higher for the year ended December 31, 2024 compared with the 2023 period and reflect the following transactions:

•the repurchase of common shares of $1,000 million in the 2023 period;

•anincrease in proceeds in long-term debt of $925 million. In May 2024, CECONY issued $1,400 million aggregate principal amount of debentures, the net proceeds from the sale of which were used to repay short-term borrowings and for other general corporate purposes. In September 2024, O&R issued $125 million aggregate principal amount of debentures, the net proceeds from the sale of which were used to repay short-term borrowings and for other general corporate purchases. In November 2024, all of the $225 million of Series 2010A tax-exempt bonds issued for the benefit of CECONY, bearing interest at a weekly rate, were redeemed. In November 2024, CECONY issued $1,450 million aggregate principal amount of debentures, $225 million of which were used to fund the redemption of the 2010A tax-exempt bonds and the remaining amount of which were used to repay short-term borrowings and for other general corporate purchases. See Note C to the Financial Statements in Item 8;

•retirement of term loans of $750 million in the 2023 period;

•an increase in the issuance of term loan of $300 million;

•a decrease in the retirement of long-term debt of $233 million; and

•an increase in the net issuance (payment) of short-term debt of $84 million.

Con Edison’s cash flows from financing activities in 2024 and 2023 also reflect the proceeds, and reduction in cash used for reinvested dividends, resulting from the issuance of common shares under the company’s dividend reinvestment, stock purchase and long-term incentive plans of $109 million and $87 million, respectively.

The following table summarizes key components of CECONY's cash flows from (used in) financing activities for the years ended December 21, 2024 and December 31, 2023.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net issuance (payment) of short-term debt $(209) $(397) $188

Issuance of term loan 500 — 500

Retirement of long-term debt (475) — (475)

Debt issuance costs (42) (31) (11)

NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES $1,681 $2,236 $(555)

Net cash flows from financing activities for CECONY were $555 million lower for the year ended December 31, 2024 compared with the 2023 period and reflect the following transactions:

•a decrease in contributed equity from Con Edison of $1,590 million; and

•an increase in the retirement of long-term debt of $475 million;

Offset in part by

•an increase in proceeds in long-term debt of ($850 million) as described above;

•an increase in the issuance of term loan ($500 million); and

•an increase in the net issuance (payment) of short-term debt of ($188 million).

The following table summarizes key components of O&R's cash flows from financing activities for the years ended December 31, 2024 and December 31, 2023.

For the Year Ended December 31,

FINANCING ACTIVITIES

Net issuance (payment) of short-term debt $82 $(13) $95

Issuance of long-term debt 125 50 75

Debt issuance costs (1) — (1)

Capital contribution by Con Edison 45 100 (55)

Dividend to Con Edison (68) (64) (4)

NET CASH FLOWS FROM FINANCING ACTIVITIES $183 $73 $110

Net cash flows from financing activities for O&R were $110 million higher for the year ended December 31, 2024 compared with the 2023 period and reflect the following transactions:

CON EDISON ANNUAL REPORT 2024 73

•an increase in the net issuance (payment) of short-term debt of $95 million; and

•an increase in the proceeds in long-term debt of $75 million as described above;

Offset in part by

•a decrease in contributed equity from Con Edison ($55 million).

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

Cash flows from financing activities of the Companies also reflect commercial paper issuance. The commercial paper amounts outstanding at December 31, 2024 and 2023 and the average daily balances for 2024 and 2023 for Con Edison and CECONY were as follows:

Weighted average yield 4.7 % 5.4 % 5.6 % 5.3 %

Common stock issuances and external borrowings are sources of liquidity that could be affected by changes in credit ratings, financial performance and capital market conditions. For information about the Companies’ credit ratings and certain financial ratios, see “Capital Requirements and Resources” in Item 1.

Capital Requirements and Resources

For information about capital requirements, contractual obligations and capital resources, see “Capital Requirements and Resources” in Item 1.

Assets, Liabilities and Equity

The Companies’ assets, liabilities and equity at December 31, 2024 and 2023 are summarized as follows:

CECONY O&R Con Edison Transmission Other (a) Con Edison (b)

ASSETS

LIABILITIES AND SHAREHOLDERS' EQUITY

(a) Other includes the parent company, Con Edison’s tax equity investments, consolidation adjustments and Broken Bow II, the deferred project held for sale at December 31, 2024, the sale and transfer of which was completed in January 2025. See Note X to the financial statements in Item 8.

(b) Represents the consolidated results of operations of Con Edison and its businesses.

CECONY

Current assets at December 31, 2024 were $317 million higher than at December 31, 2023. The change in current assets primarily reflects increases in accounts receivable from affiliated companies ($238 million), prepayments ($66 million) and fuel, oil, gas in storage, materials and supplies (at an average cost of $7 million).

74 CON EDISON ANNUAL REPORT 2024

Investments at December 31, 2024 were $76 million higher than at December 31, 2023. The change in investments primarily reflects increases in supplemental retirement income plan assets ($59 million) and deferred income plan assets ($17 million). See "Investments" in Note A and Note E to the financial statements in Item 8.

Net plant at December 31, 2024 was $2,335 million higher than at December 31, 2023. The change in net plant primarily reflects increases in electric ($1,939 million), gas ($708 million) and steam ($102 million) plant balances and an increase in construction work in progress ($744 million), offset in part by an increase in accumulated depreciation ($1,148 million) and a decrease in general ($10 million) plant balances.

Other noncurrent assets at December 31, 2024 were $1,322 million higher than at December 31, 2023. The change in other noncurrent assets primarily reflects increases in the pensions and retiree benefits ($508 million), the regulatory assets for legacy meters ($398 million) and energy efficiency programs ($375 million). See Notes B, E, and F to the financial statements in Item 8.

Current liabilities at December 31, 2024 were $135 million lower than at December 31, 2023. The change in current liabilities primarily reflects a decrease in accounts payable ($95 million) and regulatory liabilities ($67 million), offset in part by an increase in accrued interest ($26 million). See Note B to the financial statements in Item 8.

Other noncurrent liabilities at December 31, 2024 were $761 million higher than at December 31, 2023. The change in other noncurrent liabilities primarily reflects increases in the deferred income taxes and unamortized investment tax credits ($835 million), net unbilled revenue deferrals ($158 million) and unrecognized pension and other postretirement costs ($117 million), offset in part by a decrease in the regulatory liability for future income tax ($292 million) and deferred derivative gains - long term ($43 million). See Notes E and F to the financial statements in Item 8.

Long-term debt at December 31, 2024 was $2,599 million higher than at December 31, 2023. The change in long-term debt primarily reflects the 2024 issuances of debentures ($2,850 million), offset in part by redemption of the 2010A tax-exempt bonds ($225 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8.

Equity at December 31, 2024 was $825 million higher than at December 31, 2023. The change in equity primarily reflects net income for the year ended December 31, 2024 ($1,748 million), capital contributions from Con Edison ($130 million) in 2024, an increase in other comprehensive income ($8 million) and a change in stock awards ($12 million), offset in part by common stock dividends to Con Edison ($1,073 million) in 2024.

O&R

Current assets at December 31, 2024 were $83 million higher than at December 31, 2023. The change in current assets primarily reflects increases in cash and temporary cash investments ($16 million), accounts receivable from affiliated companies ($16 million), the revenue decoupling mechanism receivable ($12 million), materials and supplies (at an average cost of $13 million), accounts receivable, net of allowance for uncollectible accounts ($10 million) (see "Aged Accounts Receivable Balances,” above), regulatory assets ($7 million) and prepayments ($5 million).

Net plant at December 31, 2024 was $223 million higher than at December 31, 2023. The change in net plant primarily reflects an increase in electric ($196 million), gas ($101 million) and general ($26 million) plant balances, offset in part by an increase in accumulated depreciation ($79 million) and a decrease in construction work in progress ($21 million).

Other noncurrent assets at December 31, 2024 were $78 million higher than at December 31, 2023. The change in

other noncurrent assets primarily reflects increases in regulatory assets ($72 million) and pension and retiree benefits ($6 million).

Current liabilities at December 31, 2024 were $118 million higher than at December 31, 2023. The change in current liabilities primarily reflects increases in notes payable ($82 million), regulatory liabilities ($24 million) and accounts payable ($8 million).

.

CON EDISON ANNUAL REPORT 2024 75

Noncurrent liabilities at December 31, 2024 were $63 million higher than at December 31, 2023. The change in noncurrent liabilities primarily reflects increases in deferred income taxes and unamortized investment tax credits ($50 million), other deferred credits and noncurrent liabilities ($11 million) and regulatory liabilities ($5 million).

Long-term debt at December 31, 2024 was $124 million higher than at December 31, 2023. The change in long-term debt primarily reflects the 2024 issuance of debentures ($125 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8.

Equity at December 31, 2024 was $80 million higher than at December 31, 2023. The change in equity primarily reflects net income for the year ended December 31, 2024 ($104 million), capital contributions from Con Edison ($45 million) in 2024 and a change in stock awards ($1 million), offset in part by common stock dividends to Con Edison ($68 million) in 2024 and a decrease in other comprehensive income ($2 million).

Con Edison Transmission

Investments at December 31, 2024 were $54 million higher than at December 31, 2023. The increase in investments reflects additional investment in New York Transco ($28 million) and earnings from MVP ($29 million).

Noncurrent liabilities at December 31, 2024 were $11 million higher than at December 31, 2023. The change primarily reflects an increase in the accumulated deferred income taxes on earnings from investments in New York Transco and MVP ($9 million).

Equity at December 31, 2024 was $42 million higher than at December 31, 2023. The change in equity primarily reflects Con Edison Transmission's earnings ($45 million), offset in part by dividends to Con Edison ($4 million) in 2024.

Clean Energy Businesses

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8.

Off-Balance Sheet Arrangements

In December 2024, Con Edison entered into a forward sale agreement relating to 7,000,000 of its common shares which met the SEC definition of an off-balance sheet arrangement. See Note C to the financial statements in Item 8 for more information on this agreement. None of the Companies' other transactions, agreements or contractual arrangements meet the SEC definition of off-balance sheet arrangements.

76 CON EDISON ANNUAL REPORT 2024

Regulatory Matters

For information about the Utilities’ rate plans and other regulatory matters affecting the Companies, see “Utility Regulation” in Item 1 and Note B to the financial statements in Item 8.

Risk Factors

The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition. See “Risk Factors” in Item 1A.

Critical Accounting Estimates

The Companies’ financial statements reflect the application of certain critical accounting estimates, which conform to accounting principles generally accepted in the United States of America. The Companies’ critical accounting estimates include assumptions applied to accounting for: pensions and other postretirement benefits, contingencies, derivative instruments, allowance for uncollectible accounts receivable, asset retirement obligations and income taxes. Also, see “Summary of Significant Accounting Policies and Other Matters” in Note A to the financial statements in Item 8.

Accounting for Pensions and Other Postretirement Benefits

The Utilities provide pensions and other postretirement benefits to substantially all of their employees and retirees. Con Edison Transmission also provides such benefits to transferred employees who previously worked for the Utilities. The Companies account for these benefits in accordance with the accounting rules for retirement benefits. In addition, the Utilities apply the accounting rules for regulated operations to account for the regulatory treatment of these obligations (which, as described in Note B to the financial statements in Item 8, reconciles the amounts reflected in rates for the costs of the benefit to the costs actually incurred). In applying these accounting policies, the Companies have made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, discount rates, health care cost trends and future compensation. See Notes A, E and F to the financial statements in Item 8 for information about the Companies’ pension and other postretirement benefits, the actuarial assumptions, actual performance, amortization of investment and other actuarial gains and losses and calculated plan costs for 2024, 2023 and 2022.

The discount rate for determining the present value of future period benefit payments is determined using a model to match the durations of Aa rated (by either Moody’s or S&P) corporate bonds with the projected stream of benefit payments.

In determining the health care cost trend rate, the Companies review actual recent cost trends and projected future trends.

The cost of pension and other postretirement benefits in future periods will depend on actual returns on plan assets, assumptions for future periods, contributions and benefit experience. Con Edison’s and CECONY’s current estimates for 2025 are decreases, compared with 2024, in their pension and other postretirement benefits costs of $254 million and $236 million, respectively, largely driven by increases in the discount rates used to determine plan liabilities. See Notes E and F to the financial statements in Item 8.

The following table illustrates the effect on 2025 pension and other postretirement costs of changing the critical actuarial assumptions, while holding all other actuarial assumptions constant:

CON EDISON ANNUAL REPORT 2024 77

(Millions of Dollars)

Increase in accounting cost:

Discount rate

Expected return on plan assets

Future compensation increases

Health care trend rate

Increase in projected benefit obligation:

Discount rate

Future compensation increases

Health care trend rate

A 5 percentage point variation in the actual annual return in 2025, as compared with the expected annual asset return of 6.75 percent, would change pension and other postretirement benefit costs for Con Edison and CECONY by approximately $26 million and $25 million, respectively, in 2026.

Pension benefits are provided through a pension plan maintained by Con Edison to which CECONY, O&R and Con Edison Transmission may make contributions for their participating employees. Pension accounting by the Utilities includes an allocation of plan assets.

The Companies’ policy is to fund their pension and other postretirement benefit accounting costs to the extent tax deductible, and for the Utilities, to the extent these costs are recovered under their rate plans. The Companies were not required to make cash contributions to the pension plan in 2024 under funding regulations and tax laws. However, CECONY and O&R made discretionary contributions to the pension plan in 2024 of $17 million and $3 million, respectively. In 2025, O&R expects to make contributions to the pension plan of $3 million. See “Expected Contributions” in Notes E and F to the financial statements in Item 8.

Accounting for Contingencies

78 CON EDISON ANNUAL REPORT 2024

The accounting rules for contingencies apply to an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Known material contingencies, which are described in the notes to the financial statements, include certain regulatory matters (Note B), the Utilities’ responsibility for hazardous substances, such as asbestos, PCBs and coal tar that have been used or generated in the course of operations (Note G) and other contingencies (Note H). Inputs to the estimation of the liability for such environmental remediation include the possible selected remedy for each site where investigation is ongoing, the inflation rate related to the cost of inputs to the remediation process, and for those sites where there are other potentially responsible parties, the allocation of costs to the Companies. Inputs to the estimation of the liability for certain regulatory matters include facts specific to each item and the status and progress of discussions with the applicable state regulator. Inputs to the estimation of the liability for other contingencies may include liabilities incurred for similar circumstances and the outcome of legal proceedings. In accordance with the accounting rules, the Companies have accrued estimates of losses relating to the contingencies as to which loss is probable and can be reasonably estimated, and no liability has been accrued for contingencies as to which loss is not probable or cannot be reasonably estimated.

The Utilities recover costs for asbestos lawsuits, workers’ compensation and environmental remediation pursuant to their current rate plans. Generally, changes during the terms of the rate plans to the amounts accrued for these contingencies would not impact earnings.

Accounting for Derivative Instruments

The Companies apply the accounting rules for derivatives and hedging to their derivative financial instruments. The Companies use derivative financial instruments to hedge market price fluctuations in related underlying transactions for the physical purchase and sale of electricity and gas. The Utilities are permitted by their respective regulators to reflect in rates all reasonably incurred gains and losses on these instruments. See “Financial and Commodity Market Risks,” below and Note Q to the financial statements in Item 8.

Where the Companies are required to make mark-to-market estimates pursuant to the accounting rules, the estimates of gains and losses at a particular period end do not reflect the end results of particular transactions and will most likely not reflect the actual gain or loss at the conclusion of a transaction. Substantially all of the estimated gains or losses are based on prices supplied by external sources such as the fair value of exchange-traded futures and options and the fair value of positions for which price quotations are available through or derived from brokers or other market sources. See Note Q to the financial statements in Item 8.

Allowance for Uncollectible Accounts

The Companies develop expected loss estimates using past events data and consider current conditions and future reasonable and supportable forecasts. For the Utilities’ customer accounts receivable allowance for uncollectible accounts, including current accounts receivable and accrued unbilled revenue, past events considered include write-offs relative to customer accounts receivable; current conditions include macro-and micro-economic conditions related to trends in the local economy, bankruptcy rates and current and aged customer accounts receivable balances, including final balances, among other factors; and forecasts about the future include assumptions related to the level of write-offs and recoveries. From January 1, 2020 to December 31, 2024, the historical write-off rate was determined based, in part, on a historical weather event with a significant impact to the Companies’ service territory. During that period, Con Edison's and CECONY's allowances for uncollectible accounts increased from $70 million and $65 million, respectively to $620 million and $605 million, respectively. See “The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans” in Item 1A, “Aged Accounts Receivable Balances” in Item 7 and “Allowance for Uncollectible Accounts" in Note N to the financial statements in Item 8.

Asset Retirement Obligations (AROs)

AROs are computed as the present value of the estimated costs for an asset's future retirement and are recorded in the period in which the liability is incurred. The estimated costs are capitalized as part of the related long-lived asset and depreciated over the asset's useful life. CECONY and O&R, as rate-regulated entities, recognize Regulatory Assets or Liabilities as a result of timing differences between the recording of costs and costs recovered through the ratemaking process. Because quoted market prices are not available for AROs, the Companies estimate the fair value of AROs by calculating discounted cash flows that are dependent upon various assumptions including estimated retirement dates, discount rates, inflation rates, the timing and amount of future cash outlays, and currently available technologies.

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The Companies recorded asset retirement obligations associated with the removal of asbestos and asbestos-containing material in their buildings (other than the structures enclosing generating stations and substations), electric equipment and steam and gas distribution systems. The Companies also recorded asset retirement obligations relating to gas and oil pipelines abandoned in place and municipal infrastructure support. See Note T to the financial statements in Item 8.

A 1 percent increase in the assumed inflation rate used to value the ARO liability as of December 31, 2024 would increase the liability by $27 million for Con Edison and CECONY.

Accounting for Income Taxes

The Companies record provisions for income taxes, deferred tax assets and liabilities, valuation allowances against net deferred tax assets, if any, and reserves for uncertain tax positions. The reporting of tax-related assets and liabilities requires the use of estimates and significant judgments by management. Deferred federal and state tax assets and liabilities are recorded to represent future effects on income taxes for temporary differences between the basis of assets for financial reporting and tax purposes. Although management believes that current estimates for deferred tax assets and liabilities are reasonable, actual results could differ from these estimates for several reasons, including, but not limited to: a change in forecasted financial condition and/or results of operations; changes in income tax laws, enacted tax rates or amounts subject to income tax or state apportionments; the form, structure, and timing of asset or stock sales or dispositions; changes in the regulatory treatment of any tax reform benefits; and changes resulting from audits and examinations by taxing authorities. Valuation allowances against deferred tax assets are recorded when management concludes it is more likely than not such tax benefit will not be realized in future periods. Accounting for income taxes also requires that only tax benefits for positions taken or expected to be taken on tax returns that meet the more-likely-than-not recognition threshold can be recognized or continue to be recognized. Management evaluates each position solely on the technical merits and facts and circumstances of the position, assuming that the position will be examined by a taxing authority that has full knowledge of all relevant information. Significant judgment is required to determine recognition thresholds and the related amount of tax benefits to be recognized. At each period end, and as new developments occur, management reevaluates its tax positions. Additional interpretations, regulations, amendments, or technical corrections related to the federal income tax code as a result of the Inflation Reduction Act, may impact the estimates for income taxes discussed above. See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Inflation Reduction Act” above, “Federal Income Tax” and “State Income Tax” in Note A and Note L to the financial statements in Item 8.

Financial and Commodity Market Risks

The Companies are subject to various risks and uncertainties associated with financial and commodity markets. The most significant market risks include interest rate risk, commodity price risk and investment risk.

Interest Rate Risk

The Companies' interest rate risk primarily relates to new debt financing needed to fund capital requirements, including the capital expenditures of the Utilities and maturing debt securities, and variable-rate debt. Con Edison and its subsidiaries manage interest rate risk through the issuance of mostly fixed-rate debt with varying maturities and through opportunistic refinancing of debt. Con Edison and CECONY estimate that at December 31, 2024 and 2023, a 10 percent increase in interest rates applicable to its variable rate debt would result in an increase in annual interest expense of $15 million and $12 million, respectively. Under CECONY’s current electric, gas and steam rate plans, variations in actual variable rate tax-exempt debt interest expense, including costs associated with the refinancing of the variable rate tax-exempt debt, are reconciled to levels reflected in rates.

Higher interest rates have resulted in increased interest expense on commercial paper, variable-rate debt and long-term debt issuances.

Commodity Price Risk

Con Edison’s commodity price risk primarily relates to the purchase and sale of electricity, gas and related derivative instruments. The Utilities apply risk management strategies to mitigate their related exposures. See Note P to the financial statements in Item 8.

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Con Edison estimates that, as of December 31, 2024, a 10 percent decline in market prices would result in a decline in fair value of $150 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $137 million is for CECONY and $13 million is for O&R. As of December 31, 2023, Con Edison estimated that a 10 percent decline in market prices would result in a decline in fair value of $149 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $138 million is for CECONY and $11 million is for O&R. Con Edison expects that any such change in fair value would be largely offset by directionally opposite changes in the cost of the electricity and gas purchased.

The Utilities do not make any margin or profit on the electricity or gas they sell. In accordance with provisions

approved by state regulators, the Utilities generally recover from full-service customers the costs they incur for energy purchased for those customers, including gains and losses on certain derivative instruments used to hedge energy purchased and related costs. See “Recoverable Energy Costs” in Note A to the financial statements in Item 8. However, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances.

Investment Risk

The Companies’ investment risk relates to the investment of plan assets for their pension and other postretirement benefit plans. Con Edison's investment risk also relates to the investments of Con Edison Transmission that are accounted for under the equity method. See “Critical Accounting Estimates – Accounting for Pensions and Other Postretirement Benefits,” above and “Investments” in Note A and Notes E and F to the financial statements in Item 8.

The Companies’ current investment policy for pension plan assets includes investment targets of 26 to 30 percent equity securities, 42 to 60 percent debt securities, 14 to 30 percent alternatives. At December 31, 2024, the pension plan investments consisted of 27 percent equity securities, 51 percent debt securities and 22 percent alternatives.

For the Utilities’ pension and other postretirement benefit plans, regulatory accounting treatment is generally applied in accordance with the accounting rules for regulated operations. In accordance with the Statement of Policy issued by the NYSPSC and its current electric, gas and steam rate plans, CECONY defers for payment to or recovery from customers the difference between the pension and other postretirement benefit expenses and the amounts for such expenses reflected in rates. O&R also defers such difference pursuant to its New York rate plans.

Environmental Matters

For information concerning climate change, environmental sustainability, potential liabilities arising from laws and regulations protecting the environment and other environmental matters, see “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8.

Material Contingencies

For information concerning potential liabilities arising from the Companies’ material contingencies, see “Critical Accounting Estimates – Accounting for Contingencies,” above, and Notes B, G and H to the financial statements in Item 8.

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Item 7A: Quantitative and Qualitative Disclosures 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 and Commodity Market Risks,” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A.

CECONY

For information about CECONY’s primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see “Financial and Commodity Market Risks” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A.

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Item 8: Financial Statements and Supplementary Data

Financial Statements Page

Supplementary Financial Information

Con Edison

Report of Management on Internal Control Over Financial Reporting 84

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 85

Consolidated Statement of Capitalization at December 31, 2024 and 2023 93

CECONY

Report of Management on Internal Control Over Financial Reporting 96

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 97

Consolidated Statement of Capitalization at December 31, 2024 and 2023 105

Notes to the Financial Statements 107

Note A - Summary of Significant Accounting Policies 108

Note B - Regulatory Matters 115

Note C - Capitalization 133

Note D - Short-Term Borrowing 135

Note E - Pension Benefits 136

Note F - Other Postretirement Benefits 141

Note G - Environmental Matters 146

Note H - Material Contingencies 148

Note I - Electricity and Gas Purchase Agreements 149

Note J - Leases 150

Note K - Goodwill 152

Note L - Income Tax 152

Note M - Revenue Recognition 156

Note N - Current Expected Credit Losses 157

Note O - Stock-Based Compensation 158

Note P - Financial Information by Business Segment 162

Note Q - Derivative Instruments and Hedging Activities 165

Note R - Fair Value Measurements 167

Note S - Variable Interest Entities 170

Note T - Asset Retirement Obligations 171