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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

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

For the transition period from to

Commission File Number 1-14514

Consolidated Edison, Inc.

Exact name of registrant as specified in its charter

and principal office address and telephone number


New York						13-3965100
State of Incorporation						I.R.S. Employer ID. Number


4 Irving Place,
New York,	New York	10003

(212)	460-4600

Commission File Number 1-1217

Consolidated Edison Company of New York, Inc.

Exact name of registrant as specified in its charter

and principal office address and telephone number


New York						13-5009340
State of Incorporation						I.R.S. Employer ID. Number


4 Irving Place,
New York,	New York	10003

(212)	460-4600


CON EDISON ANNUAL REPORT 2022			1

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Consolidated Edison, Inc.,	ED	New York Stock Exchange
Common Shares ($.10 par value)

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


			Consolidated Edison, Inc. (Con Edison)			Yes						x						No						¨
			Consolidated Edison Company of New York, Inc. (CECONY)			Yes						x						No						¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


			Con Edison			Yes						¨						No						x
			CECONY			Yes						¨						No						x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


			Con Edison			Yes						x						No						¨
			CECONY			Yes						x						No						¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


			Con Edison			Yes						x						No						¨
			CECONY			Yes						x						No						¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Con Edison
Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐
CECONY
Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.


Con Edison						Yes						x						No						☐
CECONY						Yes						x						No						☐


2			CON EDISON ANNUAL REPORT 2022

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.


Con Edison									☐
CECONY									Not Applicable

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


Con Edison									☐
CECONY									Not Applicable

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


Con Edison						Yes						☐						No						x
CECONY						Yes						☐						No						x

The aggregate market value of the common equity of Con Edison held by non-affiliates of Con Edison, as of June 30, 2022, was approximately $33.7 billion.

As of January 31, 2023, Con Edison had outstanding 355,045,021 Common Shares ($.10 par value).

All of the outstanding common equity of CECONY is held by Con Edison.

Documents Incorporated By Reference

Portions of Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 15, 2023, to be filed with the Commission pursuant to Regulation 14A, not later than 120 days after December 31, 2022, is incorporated in Part III of this report.

Filing Format

This Annual Report on Form 10-K is a combined report being filed separately by two different registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (CECONY). CECONY is a wholly-owned subsidiary of Con Edison and, as such, the information in this report about CECONY also applies to Con Edison. CECONY meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format.

As used in this report, the term the “Companies” refers to Con Edison and CECONY. However, CECONY makes no representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself.


CON EDISON ANNUAL REPORT 2022			3

Glossary of Terms

The following is a glossary of abbreviations or acronyms that are used in the Companies’ SEC reports:


Con Edison Companies
Con Edison						Consolidated Edison, Inc.
CECONY						Consolidated Edison Company of New York, Inc.
Clean Energy Businesses						Con Edison Clean Energy Businesses, Inc., together with its subsidiaries, including Consolidated Edison Development, Inc., Consolidated Edison Energy, Inc. and Consolidated Edison Solutions, Inc.
Con Edison Transmission						Con Edison Transmission, Inc., together with its subsidiaries


O&R						Orange and Rockland Utilities, Inc.
RECO						Rockland Electric Company
The Companies						Con Edison and CECONY
The Utilities						CECONY and O&R

Regulatory Agencies, Government Agencies and Other Organizations
EPA						U.S. Environmental Protection Agency
FASB						Financial Accounting Standards Board
FERC						Federal Energy Regulatory Commission

IRS						Internal Revenue Service
NJBPU						New Jersey Board of Public Utilities
NJDEP						New Jersey Department of Environmental Protection
NYISO						New York Independent System Operator
NYPA						New York Power Authority
NYSDEC						New York State Department of Environmental Conservation
NYSDPS						New York State Department of Public Service
NYSERDA						New York State Energy Research and Development Authority
NYSPSC						New York State Public Service Commission
NYSRC						New York State Reliability Council, LLC
PJM						PJM Interconnection LLC
SEC						U.S. Securities and Exchange Commission

Accounting
AFUDC						Allowance for funds used during construction
ASU						Accounting Standards Update
GAAP						Generally Accepted Accounting Principles in the United States of America
HLBV						Hypothetical Liquidation at Book Value
NOL						Net Operating Loss
OCI						Other Comprehensive Income
VIE						Variable Interest Entity


4			CON EDISON ANNUAL REPORT 2022


Environmental
CO2						Carbon dioxide
GHG						Greenhouse gases
MGP Sites						Manufactured gas plant sites
PCBs						Polychlorinated biphenyls
PRP						Potentially responsible party
RGGI						Regional Greenhouse Gas Initiative
Superfund						Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes

Units of Measure
AC						Alternating current
Bcf						Billion cubic feet
Dt						Dekatherms
kV						Kilovolt
kWh						Kilowatt-hour
MDt						Thousand dekatherms
Mlb						Thousands of pounds
MMlb						Million pounds
MVA						Megavolt ampere
MW						Megawatt or thousand kilowatts
MWh						Megawatt hour

Other

AMI						Advanced Metering Infrastructure
CARES Act						Coronavirus Aid, Relief, and Economic Security Act, as enacted on March 27, 2020
CLCPA						Climate Leadership and Community Protection Act
COSO						Committee of Sponsoring Organizations of the Treadway Commission
COVID-19						Coronavirus Disease 2019
DER						Distributed energy resources
Fitch						Fitch Ratings
LTIP						Long Term Incentive Plan
Moody’s						Moody’s Investors Service

S&P						S&P Global Ratings
TCJA						The federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017
VaR						Value-at-Risk


CON EDISON ANNUAL REPORT 2022			5

TABLE OF CONTENTS


		PAGE
Introduction		7
Available Information		9
Forward-Looking Statements		9
Non-GAAP Financial Measures		9
Part I
Item 1:	Business	14
Item 1A:	Risk Factors	44
Item 1B:	Unresolved Staff Comments	48
Item 2:	Properties	48
Item 3:	Legal Proceedings	48
Item 4:	Mine Safety Disclosures	48
	Information about our Executive Officers	49
Part II
Item 5:	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 6:	[Reserved]	51
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk	95
Item 8:	Financial Statements and Supplementary Data	96
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	200
Item 9A:	Controls and Procedures	200
Item 9B:	Other Information	200
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	200
Part III
Item 10:	Directors, Executive Officers and Corporate Governance	201
Item 11:	Executive Compensation	201
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	201
Item 13:	Certain Relationships and Related Transactions, and Director Independence	201
Item 14:	Principal Accounting Fees and Services	201
Part IV
Item 15:	Exhibits and Financial Statement Schedules	203
Item 16:	Form 10-K Summary	209
	Signatures	210


6			CON EDISON ANNUAL REPORT 2022

Introduction

This introduction contains certain information about Con Edison and its subsidiaries, including CECONY. This introduction is not a summary and should be read together with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere or incorporated by reference in this report.

Con Edison’s mission is to provide energy services to our customers safely, reliably, efficiently and in keeping with our vision for a clean energy future; to provide a workplace that embraces diversity and inclusion and allows employees to realize their full potential; to provide a fair return to our investors; and to improve the quality of life in the communities we serve. The company has ongoing programs designed to support each component of its mission, including initiatives focused on safety, operational excellence and the customer experience.

Con Edison is a holding company that owns:

Consolidated Edison Company of New York, Inc. (CECONY), which provides electric service and gas service in New York City and Westchester County and steam service in parts of Manhattan;
Orange & Rockland Utilities, Inc., which along with its NJ electric utility subsidiary, Rockland Electric Company (together referred to herein as O&R), provides electric service in southeastern NY and northern NJ and gas service in southeastern NY (O&R, together with CECONY referred to as the Utilities);
Con Edison Clean Energy Businesses, Inc., which through its subsidiaries, develops, owns and operates renewable energy infrastructure projects and provides energy-related products and services to wholesale and retail customers (Con Edison Clean Energy Businesses, Inc., together with its subsidiaries referred to as the Clean Energy Businesses); see "Assets and Liabilities Held For Sale" in Note A and Note X to the financial statements in Item 8 for information about the anticipated sale of the Clean Energy Businesses; and
Con Edison Transmission, Inc., which through its subsidiaries, invests in electric transmission projects supporting Con Edison’s effort to transition to clean, renewable energy and through joint ventures manages both electric and gas assets while seeking to develop electric transmission projects (Con Edison Transmission, Inc., together with its subsidiaries referred to as Con Edison Transmission).

Con Edison anticipates that the Utilities, which are subject to extensive regulation, will continue to provide substantially all of its earnings over the next few years. The Utilities have approved rate plans that are generally designed to cover each company’s cost of service, including capital and other costs of each company’s energy delivery systems. The Utilities recover from their full-service customers (who purchase energy from them), generally on a current basis, the cost the Utilities pay for energy and charge all of their customers the cost of delivery service. See "Utility Regulation" in Item 1, "Risk Factors" in Item 1A, "Financial and Commodity Market Risks - Commodity Price Risk" in Item 7 and "Rate Plans" in Note B to the financial statements in Item 8.

Significant Developments and Outlook

Con Edison reported 2022 net income of $1,660 million or $4.68 a share compared with $1,346 million or $3.86 a share in 2021. Adjusted earnings were $1,620 million or $4.57 a share in 2022 compared with $1,528 million or $4.39 a share in 2021. See “Results of Operations” in Item 7 and “Non-GAAP Financial Measures,” below.
In 2022, the Utilities invested $4,001 million to upgrade and reinforce their energy delivery systems, the Clean Energy Businesses invested $399 million in renewable electric projects and Con Edison Transmission invested $65 million primarily in electric transmission. For 2023, 2024 and 2025 the Utilities expect to invest $4,675 million, $4,840 million and $4,957 million, respectively, for their energy delivery systems and Con Edison Transmission expects to invest $58 million, $6 million and $6 million, respectively, primarily in electric transmission. See "Capital Requirements and Resources - Capital Requirements" in Item 1.
During the first nine months of 2022, Con Edison considered strategic alternatives with respect to the Clean Energy Businesses. In October 2022, following the conclusion of such review and to allow for continued focus on the Utilities and their clean energy transition, Con Edison entered into a purchase and sale agreement pursuant to which Con Edison agreed to sell the Clean Energy Businesses to RWE Renewables America, LLC, a subsidiary of RWE Aktiengesellschaft. The transaction is expected to close on or about the end of the first quarter of 2023, subject to satisfaction of certain conditions. The Clean Energy Businesses were classified as held for sale as of December 31, 2022. See “Assets and Liabilities Held for Sale” in Note A and Note X to the financial statements in Item 8.
Con Edison plans to meet its capital requirements for 2023 through 2025 through internally-generated funds, the anticipated net proceeds from the sale of the Clean Energy Businesses and the issuance of long-term debt


CON EDISON ANNUAL REPORT 2022			7

and common equity. See “Capital Requirements and Resources - Capital Requirements” in Item 1. Subject to, and following the closing of the sale of the Clean Energy Businesses, Con Edison intends to repay $1,250 million of parent company debt in 2023, invest in the Utilities and repurchase up to $1,000 million of its common shares. In anticipation of the proceeds from the pending transaction, Con Edison intends to forego common equity issuances in 2023 and 2024 and plans on issuing up to $900 million of common equity in 2025. The company's plans also include the issuance of up to $1,400 million of long-term debt at the Utilities in 2023 and approximately $2,600 million in aggregate of long-term debt, including for maturing securities, at the Utilities, during 2024 and 2025.

CECONY forecasts average annual increase in peak demand in its service area at design conditions over the next five years for electricity and gas to be approximately 0.6 percent and 1.0 percent, respectively and an average annual decrease in steam peak demand in its service area at design weather conditions over the next five years to be approximately 0.1 percent. O&R forecasts an average annual increase in electric peak demand in its service area at design conditions over the next five years to be approximately 0.4 percent and average annual decrease in gas peak demand in its service area over the next five years at design conditions to be approximately 0.1 percent. See “The Utilities” in Item 1.
For the year ended December 31, 2022, CECONY and O&R issued total credits of approximately $360 million and $6 million, respectively, towards reducing customers’ accounts receivable balances pursuant to COVID-19 arrears assistance programs. See "COVID-19 Regulatory Matters" in Note B to the financial statements in Item 8.
Pursuant to their current electric and gas rate plans, CECONY and O&R recorded $53 million ($39 million after-tax) and $3 million ($2 million after-tax) of revenues for the year ended December 31, 2022, respectively, of earnings adjustment mechanisms and positive incentives, primarily reflecting the achievement of certain energy efficiency measures, as compared with $92 million ($68 million after-tax) and $2 million ($2 million after- tax) for CECONY and O&R, respectively, for the year ended December 31, 2021 and $50 million ($37 million after-tax) and $3 million ($2 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2020. See "Rate Plans" in Note B to the financial statements in Item 8.
The New York State Public Service Commission (NYSPSC) continued its focused operations audit of the Utilities related to income tax accounting. The audit is investigating the Utilities’ inadvertent understatement of a portion, the amount of which may be material, of their calculation of total federal income tax expense for ratemaking purposes. The understatement was related to the calculation of plant retirement-related cost of removal. See "Other Regulatory Matters" in Note B to the financial statements in Item 8.
In November 2022, as updated in February 2023, CECONY filed a request with the NYSPSC for a steam rate increase of $141 million, effective November 2023. See "Rate Plans" in Note B to the financial statements in Item 8.
In February 2023, CECONY, the New York State Department of Public Service (NYSDPS) and other parties entered into a Joint Proposal for CECONY electric and gas rate plans for the three-year period from January 2023 through December 2025. The Joint Proposal is subject to NYSPSC approval. See “Rate Plans” in Note B to the financial statements in Item 8.
In January 2023, the NYSPSC issued an order implementing a Phase 2 COVID-19 arrears assistance program that provides credits towards reducing the arrears balances of residential and small commercial electric and gas customers of CECONY and O&R. At the time the order was issued, CECONY’s and O&R’s eligible arrears balances were estimated to be approximately $389 million and $3 million, respectively. The order authorizes a surcharge mechanism for recovery of the eligible credit amounts over a ten-year period commencing after credits are issued for CECONY and over a one-year period commencing after credits are issued for O&R. Pursuant to the order, CECONY and O&R agreed not to seek recovery of incremental financing costs incurred associated with arrears from March 2020 through December 2022 estimated to be $46 million, most of which is attributable to CECONY. To facilitate implementation, CECONY and O&R agreed to suspend residential terminations for non-payment through March 1, 2023 or 30 days after credits have been applied, whichever is later. See "COVID-19 Regulatory Matters" in Note B to the financial statements in Item 8.


8			CON EDISON ANNUAL REPORT 2022

Available Information

Con Edison and CECONY file annual, quarterly and current reports and other information, and Con Edison files proxy statements, with the Securities and Exchange Commission (SEC). The SEC maintains an Internet site at www.sec.gov that contains reports, proxy statements, and other information regarding issuers (including Con Edison and CECONY) that file electronically with the SEC.

This information the Companies file with the SEC is also available free of charge on or through the investor information section of their websites as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC. Con Edison’s internet website is at: www.conedison.com; and CECONY’s is at: www.coned.com.

The "About Us - Corporate Governance" section of Con Edison’s website includes the company’s Standards of Business Conduct (its code of ethics) and amendments or waivers of the standards for executive officers or directors, corporate governance guidelines and the charters of the following committees of the company’s Board of Directors: Audit Committee, Corporate Governance and Nominating Committee, Management Development and Compensation Committee, and Safety, Environment, Operations, and Sustainability Committee. This information is available in print to any shareholder who requests it. Requests should be directed to: Corporate Secretary, Consolidated Edison, Inc., 4 Irving Place, New York, NY 10003.

The "About Us - Sustainability Report” section of Con Edison’s website includes “Leading the Clean Energy Transition,” the company’s 2021 sustainability report.

Information on the Companies’ websites is not incorporated herein.

Forward-Looking Statements

This report contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectation and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "consider" and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly, speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in Item 1A.

Non-GAAP Financial Measures

Adjusted earnings and adjusted earnings per share are financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America (GAAP). These non-GAAP financial measures should not be considered as an alternative to net income for common stock or net income per share, respectively, each of which is an indicator of financial performance determined in accordance with GAAP. Adjusted earnings and adjusted earnings per share exclude from net income and net income per share, respectively, certain other items that the company does not consider indicative of its ongoing financial performance. Management uses these non-GAAP financial measures to facilitate the analysis of the company's financial performance as compared to its internal budgets and previous financial results and to communicate to investors and others the company’s expectations regarding its future earnings and dividends on its common stock. Management believes that these non-GAAP financial measures are also useful and meaningful to investors to facilitate their analysis of the company's financial performance. The following table is a reconciliation of Con Edison’s reported net income for common stock to adjusted earnings and reported earnings per share to adjusted earnings per share.


CON EDISON ANNUAL REPORT 2022			9


(Millions of Dollars, except per share amounts)	2020	2021	2022
Reported net income for common stock – GAAP basis	$1,101	$1,346	$1,660

















Impact of the anticipated sale of the Clean Energy Businesses (pre-tax) (a) (b)	—	—	(13)
Income taxes (c)	—	—	127
Impact of the anticipated sale of the Clean Energy Businesses (net of tax) (a) (b)	—	—	114
HLBV effects (pre-tax) (d)	44	(142)	(61)
Income taxes (e)	(12)	44	19
HLBV effects (net of tax) (d)	32	(98)	(42)
Net mark-to-market effects (pre-tax)	57	(53)	(181)
Income taxes (f)	(14)	16	56
Net mark-to-market effects (net of tax)	43	(37)	(125)



Loss from sale of a renewable electric project (pre-tax)	—	4	—
Income taxes (g)	—	(1)	—
Loss from sale of a renewable electric project (net of tax)	—	3	—
Remeasurement of deferred state taxes related to prior year dispositions (net of federal taxes)	—	—	13
Remeasurement of deferred state taxes related to prior year dispositions (net of federal taxes)	—	—	13
Impairment loss related to investment in Stagecoach Gas Services LLC (pre-tax) (h)	—	212	—
Income taxes (g)	—	(65)	—
Impairment loss related to investment in Stagecoach Gas Services LLC (net of tax) (h)	—	147	—
Impairment loss related to investment in Honeoye Storage Corporation (pre-tax) (i)	—	5	—
Income taxes	—	—	—
Impairment loss related to investment in Honeoye Storage Corporation (net of tax) (i)	—	5	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (pre-tax) (j)	320	231	—
Income taxes (g)	(97)	(69)	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (net of tax) (j)	223	162	—

Adjusted earnings (Non-GAAP)	$1,399	$1,528	$1,620

Reported earnings per share – GAAP basis (basic)	$3.29	$3.86	$4.68

















Impact of the anticipated sale of the Clean Energy Businesses (pre-tax) (a) (b)	—	—	(0.03)
Income taxes (c)	—	—	0.35
Impact of the anticipated sale of the Clean Energy Businesses(net of tax) (a) (b)	—	—	0.32
HLBV effects (pre-tax) (d)	0.14	(0.41)	(0.17)
Income taxes (e)	(0.04)	0.12	0.05
HLBV effects (net of tax) (d)	0.10	(0.29)	(0.12)
Net mark-to-market effects (pre-tax)	0.18	(0.15)	(0.51)
Income taxes (f)	(0.05)	0.05	0.16
Net mark-to-market effects	0.13	(0.10)	(0.35)



Loss from sale of a renewable electric project (pre-tax)	—	0.01	—
Income taxes (g)	—	—	—
Loss from sale of a renewable electric project (net of tax)	—	0.01	—
Remeasurement of deferred state taxes related to prior year dispositions (net of federal taxes)	—	—	0.04
Remeasurement of deferred state taxes related to prior year dispositions (net of federal taxes)	—	—	0.04
Impairment loss related to investment in Stagecoach Gas Services LLC (pre-tax) (h)	—	0.61	—
Income taxes (g)	—	(0.19)	—
Impairment loss related to investment in Stagecoach Gas Services LLC (net of tax) (h)	—	0.42	—
Impairment loss related to investment in Honeoye Storage Corporation (pre-tax) (i)	—	0.02	—
Income taxes	—	—	—
Impairment loss related to investment in Honeoye Storage Corporation (net of tax) (i)	—	0.02	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (pre-tax) (j)	0.95	0.66	—
Income taxes (g)	(0.29)	(0.19)	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (net of tax) (j)	0.66	0.47	—







Adjusted earnings per share (Non-GAAP)	$4.18	$4.39	$4.57


10			CON EDISON ANNUAL REPORT 2022

a.The Clean Energy Businesses were classified as held for sale as of December 31, 2022. See “Assets and Liabilities Held for Sale” in Note A and Note X to the financial statements in Item 8.

b.The impact of the anticipated sale of the Clean Energy Businesses is comprised of: transaction costs ($0.14 a share and $0.10 a share net of tax or $48 million and $35 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.17) a share and $(0.12) a share net of tax or $(61) million and $(42) million net of tax) for the year ended December 31, 2022.

c.Amounts shown include the impact of the remeasurement of deferred state taxes and the valuation allowance for deferred tax assets ($0.34 a share net of federal taxes or $121 million net of federal taxes). The amount of income taxes for transaction costs and the effects of ceasing to record depreciation and amortization expenses was calculated using a combined federal and state income tax rate of 27% and 31% for the year ended December 31, 2022, respectively.

d.Income attributable to the non-controlling interest of a tax-equity investor in renewable electric projects accounted for under the hypothetical liquidation at book value (HLBV) method of accounting. See Note S to the financial statements in Item 8.

e.The amount of income taxes was calculated using a combined federal and state income tax rate of 31%, 31% and 27%, for the year ended December 31, 2022, 2021 and 2020, respectively. Adjusted earnings and adjusted earnings per share for 2022 and 2021 exclude the tax impact on the parent company of HLBV accounting ($(4) million and $(0.02) and $(9) million and $(0.02)) for the year ended December 31, 2022 and 2021, respectively) of the Clean Energy Businesses. Adjusted earnings and adjusted earnings per share for 2020 do not exclude the tax impact on the parent company of HLBV accounting ($(3) million and $(0.01) for the year ended December 31, 2020) of the Clean Energy Businesses.

f.The amount of income taxes was calculated using a combined federal and state income tax rate of 31%, 32% and 25% for the year ended December 31, 2022, 2021 and 2020, respectively. Adjusted earnings and adjusted earnings per share for 2022 and 2021 exclude the tax impact on the parent company of the mark-to-market effects ($(10) million and $(0.03) and $(3) million and $(0.01) for the year ended December 31, 2022 and 2021) of the Clean Energy Businesses. Adjusted earnings and adjusted earnings per share for 2020 do not exclude the tax impact on the parent company of the mark-to-market effects (($4) million and ($0.01) for the year ended December 31, 2020) of the Clean Energy Businesses.

g.The amount of income taxes was calculated using a combined federal and state income tax rate between 26-30% for the year ended December 31, 2021 and a combined federal and state income tax rate of 30% for the year ended December 31, 2020.

h.Loss recognized with respect to the partial impairment of CET’s investment in Stagecoach Gas Services LLC. See "Investments - Partial Impairment of Investment in Stagecoach Gas Services" in Note A and Note W.

i.Loss recognized with respect to the goodwill impairment of CET’s investment in Honeoye Storage Corporation. See Note K.

j.Losses recognized with respect to the partial impairments of CET's investment in Mountain Valley Pipeline, LLC. See "Investments - 2020 and 2021 Partial Impairments of Investment in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8.


CON EDISON ANNUAL REPORT 2022			11

Item 1: Business


Contents of Item 1			Page
Overview			14
CECONY			14
Electric			14
Gas			14
Steam			14
O&R			15
Electric			15
Gas			15
Clean Energy Businesses			15
Con Edison Transmission			15
Utility Regulation			15
State Utility Regulation			15
Regulators			15
New York Utility Industry			16
Rate Plans			16
Liability for Service Interruptions			17
Generic Proceedings			17
Federal Utility Regulation			17
New York Independent System Operator (NYISO)			17
Competition			18
The Utilities			19
CECONY			19
Electric Operations			19
Electric Facilities			19
Electric Sales and Deliveries			20
Electric Peak Demand			20
Electric Supply			21
Gas Operations			21
Gas Facilities			21
Gas Sales and Deliveries			22
Gas Peak Demand			22
Gas Supply			23
Steam Operations			23
Steam Facilities			23
Steam Sales and Deliveries			23
Steam Peak Demand and Capacity			24
Steam Supply			24
O&R			24
Electric Operations			24
Electric Facilities			24
Electric Sales and Deliveries			24
Electric Peak Demand			25
Electric Supply			25
Gas Operations			25
Gas Facilities			25
Gas Sales and Deliveries			26
Gas Peak Demand			26
Gas Supply			27


12			CON EDISON ANNUAL REPORT 2022


Contents of Item 1			Page
Clean Energy Businesses			28
Renewable Electric Generation			29
Energy-Related Products and Services			30
Con Edison Transmission			30


Capital Requirements and Resources			31
Environmental Matters			35
Clean Energy Future			35
Climate Change			37
Environmental Sustainability			39
CECONY			39
O&R			42
Other Federal, State and Local Environmental Provisions			42
State Anti-Takeover Law			43
Human Capital			43

Incorporation By Reference

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


CON EDISON ANNUAL REPORT 2022			13

PART I

Next: Item 1. Business