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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, 2023

☐ 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 2023			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 2023

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, 2023, was approximately $31.2 billion.

As of January 31, 2024, Con Edison had outstanding 345,510,031 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 20, 2024, to be filed with the Commission pursuant to Regulation 14A, not later than 120 days after December 31, 2023, 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 2023			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., a former subsidiary of Con Edison
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 2023


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

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 2023			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	40
Item 1B:	Unresolved Staff Comments	44
Item 1C:	Cybersecurity	44
Item 2:	Properties	46
Item 3:	Legal Proceedings	46
Item 4:	Mine Safety Disclosures	46
	Information about our Executive Officers	47
Part II
Item 5:	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	48
Item 6:	[Reserved]	49
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 7A:	Quantitative and Qualitative Disclosures about Market Risk	79
Item 8:	Financial Statements and Supplementary Data	80
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	176
Item 9A:	Controls and Procedures	176
Item 9B:	Other Information	176
Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	176
Part III
Item 10:	Directors, Executive Officers and Corporate Governance	177
Item 11:	Executive Compensation	177
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	177
Item 13:	Certain Relationships and Related Transactions, and Director Independence	177
Item 14:	Principal Accounting Fees and Services	177
Part IV
Item 15:	Exhibits and Financial Statement Schedules	179
Item 16:	Form 10-K Summary	184
	Signatures	186


6			CON EDISON ANNUAL REPORT 2023

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 New Jersey electric utility subsidiary, Rockland Electric Company (together referred to herein as O&R), provides electric service in southeastern New York and northern New Jersey and gas service in southeastern New York (O&R, together with CECONY referred to as the Utilities); 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 and "Rate Plans" in Note B to the financial statements in Item 8.

Significant Developments and Outlook

Con Edison reported 2023 net income of $2,519 million or $7.25 a share compared with $1,660 million or $4.68 a share in 2022. Adjusted earnings were $1,762 million or $5.07 a share in 2023 compared with $1,620 million or $4.57 a share in 2022. See “Results of Operations” in Item 7 and “Non-GAAP Financial Measures,” below.
In 2023, the Utilities invested $4,379 million to upgrade and reinforce their energy delivery systems and Con Edison Transmission invested $49 million primarily in electric transmission. For 2024, 2025, 2026, 2027 and 2028, the Utilities expect to invest $4,822 million, $5,212 million, $5,879 million, $5,874 million and $5,867 million, respectively, for their energy delivery systems and Con Edison Transmission expects to invest $27 million, $31 million, $108 million, $113 million and $119 million, respectively, primarily in electric transmission. See "Capital Requirements and Resources - Capital Requirements" in Item 1.
Con Edison plans to meet its capital requirements for 2024 through 2028 through internally-generated funds and the issuance of long-term debt and common equity. See “Capital Requirements and Resources - Capital Requirements” in Item 1. Con Edison's plans include the issuance of up to $3,250 million of long-term debt in 2024 and up to $1,000 million of long-term debt in 2025, including for maturing securities, at the Utilities and approximately $6,000 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2026 through 2028. Except for equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans, Con Edison does not plan to issue common equity in 2024 and plans to issue common equity of approximately $1,300 million in 2025 and up to $2,800 million in aggregate during 2026 through 2028. Con Edison’s estimates of its capital requirements and related financing plans reflect information available and assumptions at the time the statements are made and include, among other things, the assumptions that Con Edison’s non-utility gas transmission investments remain unchanged through 2028 and the Utilities’ forecasted capital investments and financing plans through 2028 are approved by the New York State Public Service Commission (NYSPSC). Actual developments and the timing and amount of funding may differ materially.


CON EDISON ANNUAL REPORT 2023			7

CECONY forecasts average annual increase in peak demand in its service area at design conditions over the next five years for electricity to be approximately 0.7 percent and an average annual decrease in gas and steam peak demand in its service area at design weather conditions over the next five years to be approximately 0.8 percent and 0.5 percent, respectively. 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 2.0 percent and average annual decrease in gas peak demand in its service area over the next five years at design conditions to be approximately 0.2 percent. See “The Utilities” in Item 1.
In March 2023, Con Edison completed the sale of all of the stock of Con Edison Clean Energy Businesses, Inc. (the “Clean Energy Businesses”). See Note W and Note X to the financial statements in Item 8.
In June 2023, the New York Independent System Operator selected the Propel NY Energy transmission project that was jointly proposed by New York Transco LLC (New York Transco) and the New York Power Authority. Con Edison Transmission owns a 41.7 percent interest in New York Transco’s share of the Propel NY Energy project, a 90-mile electric transmission project with an in-service date of 2030. See "Con Edison Transmission," below.
During the second quarter of 2023, construction of New York Transco’s New York Energy Solution (NYES) project to relieve transmission congestion between upstate and downstate was completed. Construction of the associated Dover Station, an additional network upgrade to support the NYES project, has not been completed. Con Edison Transmission owns a 45.7 percent interest in NYES. See "Con Edison Transmission," below.
In July 2023, the NYSPSC approved the February 2023 joint proposal among CECONY, the New York State Department of Public Service (NYSDPS) and other parties for electric and gas rate plans for the three-year period January 1, 2023 through December 31, 2025. See "Rate Plans” in Note B to the financial statements in Item 8.
In November 2023, the NYSPSC approved the September 2023 joint proposal among CECONY, the NYSDPS and other parties for a steam rate plan for the three-year period November 1, 2023 through October 31, 2026 that includes, among other provisions, a weather normalization adjustment to reflect normal weather conditions during the heating season. See "Rate Plans” in Note B to the financial statements in Item 8.
In November 2023, CECONY and O&R filed petitions with the NYSPSC for approval to make long-term investments of $903 million and $411 million, respectively, between 2025 and 2029 to protect their electric systems from climate change. See “Clean Energy Future,” below.
In January 2024, O&R filed a request with the NYSPSC for electric and gas rate increases of $18.1 million and $14.4 million, respectively, effective January 2025. See "Rate Plans" in Note B to the financial statements in Item 8.
In January 2024, the NYSPSC approved CECONY's August 2023 petition requesting authorization and cost recovery to construct two new substations in Jamaica, Queens (the Reliable Clean City - Idlewild Project) with an estimated cost of $1,200 million and an estimated in-service date of May 2028. See "Rate Plans" in Note B to the financial statements in Item 8.
The 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.


8			CON EDISON ANNUAL REPORT 2023

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 2022 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 for common stock 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 2023			9


(Millions of Dollars, except per share amounts)	2021	2022	2023
Reported net income for common stock – GAAP basis	$1,346	$1,660	$2,519

















Gain and other impacts related to sale of the Clean Energy Businesses (pre-tax) (a) (b)	—	(13)	(887)
Income taxes (c)	—	127	113
Gain and other impacts related to sale of the Clean Energy Businesses (net of tax) (a) (b)	—	114	(774)
HLBV effects (pre-tax) (d)	(142)	(61)	11
Income taxes (e)	44	19	(3)
HLBV effects (net of tax) (d)	(98)	(42)	8
Net mark-to-market effects (pre-tax)	(53)	(181)	13
Income taxes (f)	16	56	(4)
Net mark-to-market effects (net of tax)	(37)	(125)	9



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 dispositions prior to 2022 (net of federal taxes)	—	13	—
Remeasurement of deferred state taxes related to dispositions prior to 2022 (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	—	—

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)	231	—	—
Income taxes (g)	(69)	—	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (net of tax) (j)	162	—	—

Adjusted earnings (Non-GAAP)	$1,528	$1,620	$1,762

Reported earnings per share – GAAP basis (basic)	$3.86	$4.68	$7.25

















Gain and other impacts related to sale of the Clean Energy Businesses (pre-tax) (a) (b)	—	(0.03)	(2.55)
Income taxes (c)	—	0.35	0.33
Gain and other impacts related to sale of the Clean Energy Businesses(net of tax) (a) (b)	—	0.32	(2.22)
HLBV effects (pre-tax) (d)	(0.41)	(0.17)	0.02
Income taxes (e)	0.12	0.05	(0.01)
HLBV effects (net of tax) (d)	(0.29)	(0.12)	0.01
Net mark-to-market effects (pre-tax)	(0.15)	(0.51)	0.04
Income taxes (f)	0.05	0.16	(0.01)
Net mark-to-market effects	(0.10)	(0.35)	0.03



Loss from sale of a renewable electric project (pre-tax)	0.01	—	—

Loss from sale of a renewable electric project (net of tax)	0.01	—	—
Remeasurement of deferred state taxes related to dispositions prior to 2022 (net of federal taxes)	—	0.04	—
Remeasurement of deferred state taxes related to dispositions prior to 2022 (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	—	—

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)	0.66	—	—
Income taxes (g)	(0.19)	—	—
Impairment loss related to investment in Mountain Valley Pipeline, LLC (net of tax) (j)	0.47	—	—







Adjusted earnings per share (Non-GAAP)	$4.39	$4.57	$5.07


10			CON EDISON ANNUAL REPORT 2023

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.The gain and other impacts related to the sale of the Clean Energy Businesses for the year ended December 31, 2023 is comprised of the gain on the sale of the Clean Energy Businesses ($(2.49) a share and $(2.21) a share net of tax or $(865) million and $(767) million net of tax), transaction costs and other accruals ($0.05 a share and $0.04 a share net of tax or $19 million and $14 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.11) a share and $(0.07) a share net of tax or $(41) million and $(28) million net of tax). The impacts related to the 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 changes in state unitary tax apportionments ($0.02 a share net of federal taxes or $7 million net of federal taxes) for the year ended December 31, 2023. The amount of income taxes for transaction costs and other accruals and the effects of ceasing to record depreciation and amortization expenses were calculated using a combined federal and state income tax rate of 27 percent and 32 percent, respectively, for the year ended December 31, 2023. The amount of income taxes for the gain on the sale of the Clean Energy Businesses had an effective tax rate of 11 percent for the year ended December 31, 2023. 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) for the year ended December 31, 2022. 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 percent and 31 percent 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 25 percent, 31 percent and 31 percent, for the year ended December 31, 2023, 2022 and 2021, respectively.

f.The amount of income taxes was calculated using a combined federal and state income tax rate of 32 percent, 31 percent and 32 percent for the year ended December 31, 2023, 2022 and 2021, respectively.

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

h.Loss recognized with respect to the partial impairment of Con Edison Transmission’s investment in Stagecoach Gas Services LLC. See "Investments - 2021 Partial Impairment of Investment in Stagecoach Gas Services" in Note A and Note W.

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

j.Losses recognized with respect to the partial impairments of Con Edison Transmission's investment in Mountain Valley Pipeline, LLC. See "Investments in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8.


CON EDISON ANNUAL REPORT 2023			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
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)			18
Competition			18
The Utilities			19
CECONY			19
Electric Operations			19
Electric Facilities			19
Electric Sales and Deliveries			20
Electric Peak Demand			20
Electric Supply			20
Electric Reliability Needs			21
Gas Operations			22
Gas Facilities			22
Gas Sales and Deliveries			22
Gas Peak Demand			23
Gas Supply			23
Steam Operations			23
Steam Facilities			23
Steam Sales and Deliveries			24
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			26
Gas Facilities			26
Gas Sales and Deliveries			26
Gas Peak Demand			26
Gas Supply			27


12			CON EDISON ANNUAL REPORT 2023


Contents of Item 1			Page
Con Edison Transmission			27


Capital Requirements and Resources			28
Environmental Matters			31
Clean Energy Future			31
Climate Change			34
Environmental Sustainability			35
CECONY			35
O&R			38
Other Federal, State and Local Environmental Provisions			39
State Anti-Takeover Law			40
Human Capital			40

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 2023			13

PART I

Next: Item 1. Business