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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, 2024

OR

☐ 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 York13-3965100
State of IncorporationI.R.S. Employer ID. Number
4 Irving Place,
New York,New York10003
(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 York13-5009340
State of IncorporationI.R.S. Employer ID. Number
4 Irving Place,
New York,New York10003
(212)460-4600

CON EDISON ANNUAL REPORT 20241

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

Title of each classTrading SymbolName of each exchange on which registered
Consolidated Edison, Inc.,EDNew 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)YesxNo¨
Consolidated Edison Company of New York, Inc. (CECONY)YesxNo¨

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 EdisonYes¨Nox
CECONYYes¨Nox

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 EdisonYesxNo¨
CECONYYesxNo¨

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 EdisonYesxNo¨
CECONYYesxNo¨

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 filerxAccelerated filer¨
Non-accelerated filer¨Smaller reporting company☐
Emerging growth company☐
CECONY
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller 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 EdisonYesxNo☐
CECONYYesxNo☐
2CON EDISON ANNUAL REPORT 2024

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☐
CECONYNot 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☐
CECONYNot Applicable

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

Con EdisonYes☐Nox
CECONYYes☐Nox

The aggregate market value of the common equity of Con Edison held by non-affiliates of Con Edison, as of June 30, 2024, was approximately $30.8 billion.

As of January 31, 2025, Con Edison had outstanding 346,711,639 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 19, 2025, to be filed with the Commission pursuant to Regulation 14A, not later than 120 days after December 31, 2024, 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 20243

Glossary of Terms

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

Con Edison Companies
Con EdisonConsolidated Edison, Inc.
CECONYConsolidated Edison Company of New York, Inc.
Clean Energy BusinessesCon Edison Clean Energy Businesses, Inc., a former subsidiary of Con Edison
Con Edison TransmissionCon Edison Transmission, Inc., together with its subsidiaries
O&ROrange and Rockland Utilities, Inc.
RECORockland Electric Company
The CompaniesCon Edison and CECONY
The UtilitiesCECONY and O&R
Regulatory Agencies, Government Agencies and Other Organizations
EPAU.S. Environmental Protection Agency
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
IRSInternal Revenue Service
NJBPUNew Jersey Board of Public Utilities
NJDEPNew Jersey Department of Environmental Protection
NYISONew York Independent System Operator
NYPANew York Power Authority
NYSDECNew York State Department of Environmental Conservation
NYSDPSNew York State Department of Public Service
NYSERDANew York State Energy Research and Development Authority
NYSPSCNew York State Public Service Commission
NYSRCNew York State Reliability Council, LLC
PJMPJM Interconnection LLC
SECU.S. Securities and Exchange Commission
Accounting
AFUDCAllowance for funds used during construction
ASUAccounting Standards Update
GAAPGenerally Accepted Accounting Principles in the United States of America
HLBVHypothetical Liquidation at Book Value
NOLNet Operating Loss
OCIOther Comprehensive Income
VIEVariable Interest Entity
4CON EDISON ANNUAL REPORT 2024
Environmental
CO2Carbon dioxide
GHGGreenhouse gases
MGP SitesManufactured gas plant sites
PCBsPolychlorinated biphenyls
PRPPotentially responsible party
RGGIRegional Greenhouse Gas Initiative
SuperfundFederal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes
Units of Measure
DtDekatherms
kVKilovolt
kWhKilowatt-hour
MDtThousand dekatherms
MlbThousands of pounds
MMlbMillion pounds
MVAMegavolt ampere
MWMegawatt or thousand kilowatts
MWhMegawatt hour
Other
AMIAdvanced Metering Infrastructure
CLCPAClimate Leadership and Community Protection Act
COSOCommittee of Sponsoring Organizations of the Treadway Commission
COVID-19Coronavirus Disease 2019 and any mutations or variants thereof
DERDistributed energy resources
DGDistributed generation
FitchFitch Ratings
IRAThe federal Inflation Reduction Act, as enacted on August 16, 2022
LTIPLong Term Incentive Plan
Moody’sMoody’s Investors Service
S&PS&P Global Ratings
TCJAThe federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017
CON EDISON ANNUAL REPORT 20245

TABLE OF CONTENTS

PAGE
Introduction8
Available Information10
Forward-Looking Statements10
Non-GAAP Financial Measures10
Part I
Item 1:Business15
Item 1A:Risk Factors45
Item 1B:Unresolved Staff Comments49
Item 1C:Cybersecurity49
Item 2:Properties50
Item 3:Legal Proceedings51
Item 4:Mine Safety Disclosures51
Information about our Executive Officers52
Part II
Item 5:Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities53
Item 6:[Reserved]54
Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations55
Item 7A:Quantitative and Qualitative Disclosures about Market Risk82
Item 8:Financial Statements and Supplementary Data83
Notes to the Financial Statements107
Note A - Summary of Significant Accounting Policies108
Note B - Regulatory Matters115
Note C - Capitalization133
Note D - Short-Term Borrowing135
Note E - Pension Benefits136
Note F - Other Postretirement Benefits141
Note G - Environmental Matters146
Note H - Material Contingencies148
Note I - Electricity and Gas Purchase Agreements149
Note J - Leases150
Note K - Goodwill152
Note L - Income Tax152
Note M - Revenue Recognition156
Note N - Current Expected Credit Losses157
Note O - Stock-Based Compensation158
Note P - Financial Information by Business Segment162
Note Q - Derivative Instruments and Hedging Activities165
Note R - Fair Value Measurements167
Note S - Variable Interest Entities170
Note T - Asset Retirement Obligations171
Note U - Related Party Transactions172
Note V - New Financial Accounting Standards173
Note W - Dispositions173
Note X - Held-for-Sale Treatment of the Clean Energy Businesses175
Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure179
Item 9A:Controls and Procedures179
Item 9B:Other Information179
Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections179
6CON EDISON ANNUAL REPORT 2024
Part III
Item 10:Directors, Executive Officers and Corporate Governance181
Item 11:Executive Compensation181
Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters181
Item 13:Certain Relationships and Related Transactions, and Director Independence181
Item 14:Principal Accounting Fees and Services181
Part IV
Item 15:Exhibits and Financial Statement Schedules183
Item 16:Form 10-K Summary189
Signatures190
CON EDISON ANNUAL REPORT 20247

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 an inclusive workplace that embraces our diverse experiences and backgrounds, 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. Con Edison 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 and manages, through joint ventures, 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 2024 net income for common stock of $1,820 million or $5.26 a share compared with $2,519 million or $7.25 a share in 2023. Adjusted earnings (non-GAAP) were $1,868 million or $5.40 a share in 2024 compared with $1,762 million or $5.07 a share in 2023. See “Results of Operations” in Item 7 and “Non-GAAP Financial Measures” below.

  • In 2024, the Utilities invested $4,699 million to upgrade and reinforce their energy delivery systems and Con Edison Transmission invested $29 million primarily in electric transmission. For 2025, 2026, 2027, 2028 and 2029, the Utilities expect to invest $5,079 million, $7,973 million, $8,161 million, $8,310 million and $7,665 million, respectively, for their energy delivery systems and Con Edison Transmission expects to invest $43 million, $94 million, $107 million, $113 million and $113 million, respectively, primarily in electric transmission. See "Capital Requirements and Resources - Capital Requirements" in Item 1.

  • Con Edison Transmission is considering strategic alternatives with respect to its investment in Mountain Valley Pipeline, LLC (MVP) and both Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye Storage Corporation (Honeoye). See “Con Edison Transmission” in Item 1.

  • Con Edison plans to meet its capital requirements for 2025 through 2029 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 $1,750 million of long-term debt in 2025 and up to $3,800 million of long-term debt in 2026, including for maturing securities, at the Utilities and approximately $9,100 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2027 through 2029. Con Edison plans to issue up to $1,350 million of common equity in 2025 which includes the physical settlement of the estimated $677 million available under its December 2024 equity forward transaction, in addition to equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans. See “Common Stock” in Note C to the financial statements in item 8. Con Edison

8CON EDISON ANNUAL REPORT 2024

also plans to issue common equity of approximately $1,850 million in 2026 and up to $4,300 million in aggregate during 2027 through 2029, in addition to equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans. 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 the Utilities’ forecasted capital expenditures and financing plans through 2029 are approved by the New York State Public Service Commission (NYSPSC). Con Edison’s financing plans do not include the impact, if any, that may result from its evaluation of strategic alternatives with respect to MVP and Honeoye. See “Con Edison Transmission” in Item 1. Actual developments and the timing and amount of funding may differ materially.

  • 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 1 percent and 0.1 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 0.4 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 3.6 percent and an 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.

  • Pursuant to their current electric and gas rate plans, CECONY and O&R recorded $62 million ($46 million after-tax) and $4 million ($3 million after-tax) of revenues for the year ended December 31, 2024, respectively, of earnings adjustment mechanisms and positive incentives, primarily reflecting the achievement of certain energy efficiency measures, as compared with $43 million ($32 million after-tax) and $2 million ($1 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2023, and $53 million ($39 million after-tax) and $3 million ($2 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2022. See "Rate Plans" in Note B to the financial statements in Item 8.

  • In May 2024, the NYSPSC issued an order denying an April 2023 petition by CECONY that requested permission to capitalize costs to implement its new customer billing and information system to the extent those costs exceeded the $421 million cap established in CECONY’s 2020 – 2022 electric and gas rate plans. CECONY’s final costs for the new system were $510 million ($89 million above the $421 million cap in the rate plans). In May 2024, CECONY expensed incremental costs of $51 million for the new system that were previously capitalized, in addition to a $38 million reserve established at December 31, 2023. In June 2024, CECONY filed a petition for rehearing with the NYSPSC. See “Other Regulatory Matters” in Note B to the financial statements in Item 8.

  • In November 2024, O&R, the New York State Department of Public Service (NYSDPS) and other parties entered into a joint proposal for new electric and gas rate plans for the three-year period January 1, 2025 through December 31, 2027. The joint proposal is subject to NYSPSC approval. See “Rate Plans” in Note B to the financial statements in Item 8.

  • The NYSPSC continued its focused operations audit of the Utilities' financial accounting for income taxes. 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 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 January 2025, CECONY filed requests with the NYSPSC for electric and gas rate increases of $1,612 million and $441 million, respectively, effective January 2026. See "Rate Plans" in Note B to the financial statements in Item 8.

CON EDISON ANNUAL REPORT 20249

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 2023 sustainability report.

Information on the Companies’ websites is not incorporated herein and is not part of this report.

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," "goal", "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 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 Con Edison'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.

10CON EDISON ANNUAL REPORT 2024
(Millions of Dollars, except per share amounts)202420232022
Reported net income for common stock – GAAP basis$1,820$2,519$1,660
Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (pre-tax) (a) (b)63(887)(13)
Income taxes (c)(13)113127
Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (net of tax) (a) (b)50(774)114
HLBV effects (pre-tax) (d)411(61)
Income taxes (e)(1)(3)19
HLBV effects (net of tax) (d)38(42)
Net mark-to-market effects (pre-tax)—13(181)
Income taxes (f)—(4)56
Net mark-to-market effects (net of tax)—9(125)
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
Accretion of the basis difference of Con Edison's equity investment in Mountain Valley Pipeline, LLC (pre-tax) (g)(6)——
Income taxes (g)1——
Accretion of the basis difference of Con Edison's equity investment in Mountain Valley Pipeline, LLC (net of tax) (g)(5)——
Adjusted earnings (Non-GAAP)$1,868$1,762$1,620
Reported earnings per share – GAAP basis (basic)$5.26$7.25$4.68
Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (pre-tax) (a) (b)0.18(2.55)(0.03)
Income taxes (c)(0.04)0.330.35
Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (net of tax) (a) (b)0.14(2.22)0.32
HLBV effects (pre-tax) (d)0.010.02(0.17)
Income taxes (e)—(0.01)0.05
HLBV effects (net of tax) (d)0.010.01(0.12)
Net mark-to-market effects (pre-tax)—0.04(0.51)
Income taxes (f)—(0.01)0.16
Net mark-to-market effects—0.03(0.35)
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
Accretion of the basis difference of Con Edison's equity investment in Mountain Valley Pipeline, LLC (pre-tax) (g)(0.01)——
Income taxes (g)———
Accretion of the basis difference of Con Edison's equity investment in Mountain Valley Pipeline, LLC (net of tax) (g)(0.01)——
Adjusted earnings per share (Non-GAAP)$5.40$5.07$4.57

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 loss (gain) and other impacts related to the sale of all of the stock of the Clean Energy Businesses were adjusted during the year ended December 31, 2024 ($0.18 a share and $0.13 a share net of tax or $62 million and $46 million net of tax) to reflect closing adjustments. The gain and other impacts related to the sale of the Clean Energy Businesses for the year ended December 31, 2023 is comprised of the gain on the sale of the Clean Energy Businesses ($(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 ($0.01 a share net of federal taxes or $3 million net of federal taxes) for the year ended December 31, 2024 and ($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 26 percent for the year ended December 31, 2024 and 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.The loss (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.

CON EDISON ANNUAL REPORT 202411

e.The amount of income taxes was calculated using a combined federal and state income tax rate of 24 percent, 25 percent and 31 percent, for the year ended December 31, 2024, 2023 and 2022, respectively.

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

g.The amount of income taxes was calculated using a combined federal and state income tax rate of 22 percent for the year ended December 31, 2024. See "Investments in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8.

12CON EDISON ANNUAL REPORT 2024

Item 1: Business

Contents of Item 1Page
Overview15
CECONY15
Electric15
Gas15
Steam15
O&R16
Electric16
Gas16
Con Edison Transmission16
Utility Regulation16
State Utility Regulation16
Regulators16
New York Utility Industry16
Rate Plans17
Liability for Service Interruptions17
Generic Proceedings18
Federal Regulation18
Federal Energy Regulatory Commission (FERC)18
New York Independent System Operator (NYISO)19
Cyber Regulation19
Competition19
The Utilities20
CECONY20
Electric Operations20
Electric Facilities20
Electric Sales and Deliveries21
Electric Peak Demand21
Electric Supply21
Electric Reliability Needs22
Gas Operations23
Gas Facilities23
Gas Sales and Deliveries23
Gas Peak Demand24
Gas Supply24
Steam Operations25
Steam Facilities25
Steam Sales and Deliveries26
Steam Peak Demand and Capacity26
Steam Supply26
O&R26
Electric Operations26
Electric Facilities26
Electric Sales and Deliveries26
Electric Peak Demand27
Electric Supply27
Gas Operations28
Gas Facilities28
Gas Sales and Deliveries28
Gas Peak Demand28
Gas Supply29
CON EDISON ANNUAL REPORT 202413
Contents of Item 1Page
Con Edison Transmission29
Electric29
Gas29
Capital Requirements and Resources29
Environmental Matters34
Clean Energy Future34
Climate Change38
Environmental Sustainability39
CECONY39
O&R42
Other Federal, State and Local Environmental Provisions43
State Anti-Takeover Law44
Human Capital44

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.

14CON EDISON ANNUAL REPORT 2024

PART I

Next: Item 1. Business