Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Financial StatementsPage
Supplementary Financial Information
Con Edison
Report of Management on Internal Control Over Financial Reporting81
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)82
Consolidated Income Statement for the years ended December 31, 2025, 2024, and 202384
Consolidated Statement of Comprehensive Income for the years ended December 31, 2025, 2024, and 202385
Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024, and 202386
Consolidated Balance Sheet at December 31, 2025 and 202487
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2025, 2024, and 202389
Consolidated Statement of Capitalization at December 31, 2025 and 202490
CECONY
Report of Management on Internal Control Over Financial Reporting93
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)94
Consolidated Income Statement for the years ended December 31, 2025, 2024, and 202396
Consolidated Statement of Comprehensive Income for the years ended December 31, 2025, 2024, and 202397
Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024, and 202398
Consolidated Balance Sheet at December 31, 2025 and 202499
Consolidated Statement of Shareholder’s Equity for the years ended December 31, 2025, 2024, and 2023101
Consolidated Statement of Capitalization at December 31, 2025 and 2024102
Notes to the Financial Statements105
Note A - Summary of Significant Accounting Policies and Other Matters106
Note B - Regulatory Matters112
Note C - Capitalization130
Note D - Short-Term Borrowing131
Note E - Pension Benefits132
Note F - Other Postretirement Benefits138
Note G - Environmental Matters143
Note H - Material Contingencies145
Note I - Electricity and Gas Purchase Agreements145
Note J - Leases147
Note K - Goodwill148
Note L - Income Tax149
Note M - Revenue Recognition154
Note N - Current Expected Credit Losses155
Note O - Stock-Based Compensation156
Note P - Financial Information by Business Segment160
Note Q - Derivative Instruments and Hedging Activities163
Note R - Fair Value Measurements165
Note S - Variable Interest Entities167
Note T - Asset Retirement Obligations168
Note U - Related Party Transactions169
Note V - New Financial Accounting Standards170
Note W - Dispositions170
Note X - Held-for-Sale Treatment of the Clean Energy Businesses172
Financial Statement Schedules
Con Edison
Schedule I - Condensed Financial Information of Consolidated Edison, Inc. at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023174

All other schedules are omitted because they are not applicable or the required information is shown in financial statements or notes thereto.

80CON EDISON ANNUAL REPORT 2025

Report of Management on Internal Control Over Financial Reporting

Management of Consolidated Edison, Inc. and its subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the effectiveness of controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management of the Company assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on that assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, as stated in their report which appears on the following page of this Annual Report on Form 10-K.

/s/ Timothy P. Cawley
Timothy P. Cawley
Chairman, President and Chief Executive Officer
/s/ Kirkland B. Andrews
Kirkland B. Andrews
Senior Vice President and Chief Financial Officer

February 19, 2026

CON EDISON ANNUAL REPORT 202581

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Consolidated Edison, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes and financial statement schedule, of Consolidated Edison, Inc. and its subsidiaries (the “Company”) as listed in the index appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

82CON EDISON ANNUAL REPORT 2025

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for the Effects of Regulatory Matters

As described in Notes A and B to the consolidated financial statements, the Company applies the accounting rules for regulated operations, which specifies the economic effects that result from the causal relationship of costs and revenues in the rate-regulated environment and how these effects are to be accounted for by a regulated enterprise. As of December 31, 2025, there were $5,702 million of deferred costs included in regulatory assets and $5,623 million of regulatory liabilities awaiting potential refund or future rate reductions. Under regulatory accounting rules, if it is probable that incurred costs will be recovered in the future, those costs would be recorded as deferred charges or “regulatory assets.” Similarly, if revenues are recorded for costs expected to be incurred in the future, these revenues would be recorded as deferred credits or “regulatory liabilities.” The Company’s regulatory assets and liabilities are recoverable from customers, or to be applied for customer benefit, in accordance with rate provisions that have been approved by state regulators.

The principal considerations for our determination that performing procedures relating to the accounting for the effects of regulatory matters is a critical audit matter are (i) the significant judgment by management in determining the recoverability of certain regulatory assets and (ii) a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the recognition of regulatory assets and regulatory liabilities, including evaluating management’s judgments relating to the recoverability of certain regulatory assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of regulatory proceedings and the implementation of new regulatory orders or changes to existing regulatory balances. These procedures also included, among others (i) evaluating the reasonableness of management’s assessment of impacts arising from correspondence with regulators and changes in laws and regulations; (ii) evaluating management’s judgments related to the recoverability of regulatory assets and the establishment of regulatory liabilities; and (iii) recalculating regulatory assets and liabilities based on provisions and formulas outlined in rate orders and other correspondence with regulators.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 19, 2026

We have served as the Company’s auditor since 1938.

CON EDISON ANNUAL REPORT 202583

Consolidated Edison, Inc.

Consolidated Income Statement

For the Years Ended December 31,
(Millions of Dollars/Except Share Data)202520242023
OPERATING REVENUES
Electric$12,602$11,568$10,835
Gas3,6103,1073,127
Steam703578569
Non-utility33132
TOTAL OPERATING REVENUES16,91815,25614,663
OPERATING EXPENSES
Purchased power2,9452,5692,541
Fuel261170282
Gas purchased for resale899599829
Other operations and maintenance3,8043,7513,606
Depreciation and amortization2,3212,1552,031
Taxes, other than income taxes3,7573,2803,043
TOTAL OPERATING EXPENSES13,98712,52412,332
Gain (Loss) on sale of the Clean Energy Businesses—(62)865
Gain on the sale of an interest in a solar electric production project4——
OPERATING INCOME2,9352,6703,196
OTHER INCOME (DEDUCTIONS)
Investment income636262
Other income837635834
Allowance for equity funds used during construction693826
Other deductions(74)(80)(92)
TOTAL OTHER INCOME895655830
INCOME BEFORE INTEREST AND INCOME TAX EXPENSE3,8303,3254,026
INTEREST EXPENSE (INCOME)
Interest on long-term debt1,1761,084962
Other interest expense119166113
Allowance for borrowed funds used during construction(62)(63)(52)
NET INTEREST EXPENSE1,2331,1871,023
INCOME BEFORE INCOME TAX EXPENSE2,5972,1383,003
INCOME TAX EXPENSE574318487
NET INCOME$2,023$1,820$2,516
Loss attributable to non-controlling interest——(3)
NET INCOME FOR COMMON STOCK$2,023$1,820$2,519
Net income per common share - basic$5.66$5.26$7.25
Net income per common share - diluted$5.64$5.24$7.21
AVERAGE NUMBER OF SHARES OUTSTANDING—BASIC (IN MILLIONS)357.4346.0347.7
AVERAGE NUMBER OF SHARES OUTSTANDING—DILUTED (IN MILLIONS)358.7347.3349.3

The accompanying notes are an integral part of these financial statements.

84CON EDISON ANNUAL REPORT 2025

Consolidated Edison, Inc.

Consolidated Statement of Comprehensive Income

For the Years Ended December 31,
(Millions of Dollars)202520242023
NET INCOME$2,023$1,820$2,516
LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST——3
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
Pension and other postretirement benefit plan liability adjustments, net of taxes(14)7—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES(14)7—
COMPREHENSIVE INCOME$2,009$1,827$2,519

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202585

Consolidated Edison, Inc.

Consolidated Statement of Cash Flows

For the Years Ended December 31,
(Millions of Dollars)202520242023
OPERATING ACTIVITIES
Net income$2,023$1,820$2,516
PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
Depreciation and amortization2,3212,1552,031
Deferred income taxes590416132
Rate case amortization and accruals25820192
Net derivatives losses——12
Pre-tax loss (gain) on sale of the Clean Energy Businesses—62(865)
Other non-cash items, net(55)(85)(93)
CHANGES IN ASSETS AND LIABILITIES
Accounts receivable – customers, net(30)(263)(275)
Unbilled revenue and net unbilled revenue deferrals1575(48)
Other receivables, net and other current assets(33)71140
Taxes receivable134(144)3
Prepayments6425(200)
Accounts payable161(1)(285)
Pensions and retiree benefits obligations, net(582)(284)(179)
Pensions and retiree benefits contributions(61)(26)(33)
Accrued taxes33(5)(13)
Accrued interest2428(7)
Superfund and other environmental costs, net(22)(43)(12)
Distributions from equity investments703531
Deferred charges, noncurrent assets, leases, net and other regulatory assets(721)(797)(1,200)
Deferred credits, noncurrent liabilities and other regulatory liabilities448475196
Other current liabilities163(101)213
NET CASH FLOWS FROM OPERATING ACTIVITIES4,8003,6142,156
INVESTING ACTIVITIES
Utility capital expenditures(4,764)(4,770)(4,353)
Cost of removal less salvage(481)(474)(387)
Non-utility capital expenditures—(1)(141)
Proceeds from sale of Broken Bow II, net of cash and cash equivalents sold45—3,927
Other investing activities(49)(28)(49)
NET CASH FLOWS USED IN INVESTING ACTIVITIES(5,249)(5,273)(1,003)
FINANCING ACTIVITIES
Net payment of short-term debt (Maturities 90 days or less)(895)(118)(202)
Issuance of short-term debt (Maturities greater than 90 days)300——
Borrowing under term loan200500200
Repayment of term loan(200)—(750)
Issuance of long-term debt1,1502,9752,050
Retirement of long-term debt—(477)(710)
Debt issuance costs(15)(43)(32)
Common stock dividends(1,166)(1,100)(1,096)
Issuance of common shares - public offering1,308——
Issuance of common shares for stock plans646056
Repurchase of common shares——(1,000)
Distribution to noncontrolling interest——(4)
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES7461,797(1,488)
CASH, TEMPORARY CASH INVESTMENTS, AND RESTRICTED CASH:
NET CHANGE FOR THE PERIOD297138(335)
BALANCE AT BEGINNING OF PERIOD1,3331,1951,530
BALANCE AT END OF PERIOD$1,630$1,333$1,195
LESS: CASH AND RESTRICTED CASH BALANCES HELD FOR SALE—95
BALANCE AT END OF PERIOD EXCLUDING HELD FOR SALE$1,630$1,324$1,190
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
Cash paid (received) during the period for:
Interest, net of capitalized interest$1,147$1,072$987
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Capital expenditures in accounts payable$794$501$598
Issuance of common shares for dividend reinvestment$48$49$31
Equipment acquired but unpaid as of end of period$—$6$11

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202586

Consolidated Edison, Inc.

Consolidated Balance Sheet

(Millions)December 31, 2025December 31, 2024
ASSETS
CURRENT ASSETS
Cash and temporary cash investments$1,629$1,324
Accounts receivable – customers, net allowance for uncollectible accounts of $507 and $620 in 2025 and 2024, respectively2,5832,440
Other receivables, net allowance for uncollectible accounts of $35 and $41 in 2025 and 2024, respectively232292
Taxes receivable11145
Accrued unbilled revenue821848
Fuel oil, gas in storage, materials and supplies, at average cost530485
Prepayments381445
Regulatory assets103141
Revenue decoupling mechanism receivable213202
Fair value of derivative assets8615
Assets held for sale—133
Other current assets161194
TOTAL CURRENT ASSETS6,7506,664
INVESTMENTS1,2131,126
UTILITY PLANT, AT ORIGINAL COST
Electric44,48841,206
Gas16,12715,127
Steam3,2603,187
General4,5764,851
TOTAL68,45164,371
Less: Accumulated depreciation16,46315,384
Net51,98848,987
Construction work in progress3,4143,165
NET UTILITY PLANT55,40252,152
NON-UTILITY PLANT
Non-utility property, net accumulated depreciation of $25 in 2025 and 2024112
Construction work in progress—1
NET PLANT55,40352,165
OTHER NONCURRENT ASSETS
Goodwill406408
Regulatory assets5,5995,523
Pension and retiree benefits4,2273,791
Operating lease right-of-use asset489493
Fair value of derivative assets12627
Other deferred charges and noncurrent assets390365
TOTAL OTHER NONCURRENT ASSETS11,23710,607
TOTAL ASSETS$74,603$70,562

The accompanying notes are an integral part of these financial statements.

87CON EDISON ANNUAL REPORT 2025

Consolidated Edison, Inc.

Consolidated Balance Sheet

(Millions)December 31, 2025December 31, 2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Long-term debt due within one year$250$—
Term loan500500
Notes payable1,5752,170
Accounts payable1,9471,676
Customer deposits498412
Accrued taxes10470
Accrued interest223199
Accrued wages140127
Fair value of derivative liabilities4652
Regulatory liabilities249102
System benefit charge415447
Operating lease liabilities123118
Liabilities held for sale—79
Other current liabilities544481
TOTAL CURRENT LIABILITIES6,6146,433
NONCURRENT LIABILITIES
Provision for injuries and damages201181
Pensions and retiree benefits564551
Superfund and other environmental costs1,0791,037
Asset retirement obligations478453
Fair value of derivative liabilities896
Deferred income taxes and unamortized investment tax credits9,6198,874
Operating lease liabilities377386
Regulatory liabilities5,3745,444
Other deferred credits and noncurrent liabilities548494
TOTAL NONCURRENT LIABILITIES18,24817,516
LONG-TERM DEBT25,55124,651
COMMITMENTS, CONTINGENCIES, AND GUARANTEES (Note B, Note G, and Note H)
SHAREHOLDERS' EQUITY
Common stock, $0.10 par value, 500 shares authorized, shares outstanding of 361 and 347, respectively3938
Treasury stock, $0.10 par value, 34 shares(2,017)(2,017)
Additional paid-in-capital11,4369,986
Retained earnings14,85714,048
Accumulated other comprehensive income1529
Capital stock expense(140)(122)
TOTAL SHAREHOLDERS' EQUITY24,19021,962
TOTAL LIABILITIES AND EQUITY$74,603$70,562

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202588

Consolidated Edison, Inc.

Consolidated Statement of Shareholders' Equity

(In Millions, except for dividends per share)Common StockAdditional Paid-In CapitalRetained EarningsTreasury StockCapital Stock ExpenseAccumulated Other Comprehensive Income (Loss)Non-controlling Interest
SharesAmountSharesAmountTotal
BALANCE AS OF DECEMBER 31, 2022355$37$9,803$11,98523($1,038)($122)$22$202$20,889
Net income (loss)2,519(3)2,516
Common stock dividends ($3.24 per share)(1,127)(1,127)
Issuance of common shares for stock plans18989
Common stock repurchases(11)(31)11(979)(1,010)
Distributions to noncontrolling interests(4)(4)
Disposal of the Clean Energy Businesses(195)(195)
BALANCE AS OF DECEMBER 31, 2023345$37$9,861$13,37734($2,017)($122)$22$—$21,158
Net income1,8201,820
Common stock dividends ($3.32 per share)(1,149)(1,149)
Issuance of common shares for stock plans21112113
Other comprehensive income77
Stock Awards1313
BALANCE AS OF DECEMBER 31, 2024347$38$9,986$14,04834($2,017)($122)$29$—$21,962
Net income2,0232,023
Common stock dividends ($3.40 per share)(1,214)(1,214)
Issuance of common shares - public offering131,326(18)1,308
Issuance of common shares for stock plans11116117
Other comprehensive loss(14)(14)
Stock Awards88
BALANCE AS OF DECEMBER 31, 2025361$39$11,436$14,85734($2,017)($140)$15$—$24,190

The accompanying notes are an integral part of these financial statements.

89CON EDISON ANNUAL REPORT 2025

Consolidated Edison, Inc.

Consolidated Statement of Capitalization

Shares outstanding December 31,At December 31,
(In Millions)2025202420252024
TOTAL SHAREHOLDERS' EQUITY BEFORE ACCUMULATED OTHER COMPREHENSIVE INCOME361347$24,175$21,933
Pension and other postretirement benefit plan liability adjustments, net of taxes1630
Unrealized losses on derivatives qualified as cash flow hedges, less reclassification adjustment for gains (losses) included in net income and reclassification adjustment for unrealized losses included in regulatory assets, net of taxes(1)(1)
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAXES1529
Total Shareholders' Equity (See Consolidated Statement of Shareholders' Equity)$24,190$21,962

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202590

Consolidated Edison, Inc.

Consolidated Statement of Capitalization

LONG-TERM DEBT (Millions of Dollars)At December 31,
MaturityInterest RateSeries20252024
DEBENTURES:
20262.902016B$250$250
20276.501997F8080
20273.1252017B350350
20274.254(a)2024C350350
20283.802018A300300
20284.002018D500500
20292.942019B4444
20303.352020A600600
20302.022020A3535
20312.402021A900900
20312.312021A4545
20325.702022A100100
20335.8752003A175175
20335.102003C200200
20335.202023A500500
20345.702004B200200
20345.502023B600600
20345.3752024A400400
20355.302005A350350
20355.252005B125125
20355.1252024D450450
20365.852006A400400
20366.202006B400400
20365.702006E250250
20376.302007A525525
20386.752008B600600
20396.002009B6060
20395.502009C600600
20393.462019C3838
20405.702010B350350
20405.502010B115115
20424.202012A400400
20433.952013A700700
20444.452014A850850
20454.502015A650650
20454.952015A120120
20454.692015B100100
20463.852016A550550
20463.882016A7575
20473.8752017A500500
20484.652018E600600
20484.352018A125125
20484.352018B2525
20494.1252019A700700
20493.732019A4343
20503.952020B1,0001,000
20503.242020B4040
20513.172021B3030
20513.202021C600600
20526.152022A700700
20535.902023C900900
91CON EDISON ANNUAL REPORT 2025
20536.592023A5050
20545.702024B1,0001,000
20545.412024A125125
20544.6252014C750750
20555.502024E650650
20555.992025A250—
20555.752025A900—
20564.302016C500500
20574.002017C350350
20584.502018B700700
20593.702019B600600
20603.002020C600600
20613.602021B750750
TOTAL DEBENTURES$25,825$24,675
TAX-EXEMPT DEBT - Notes issued to New York State Energy Research and Development Authority for Facilities Revenue Bonds:
20392.23(b)2004C9999
20392.20(b)2005A126126
TOTAL TAX-EXEMPT DEBT225225
20394.82(c)Broken Bow II—59
TOTAL PROJECT DEBT—59
Unamortized debt expense(179)(179)
Unamortized debt discount(70)(70)
TOTAL25,80124,710
Less: Long-term debt due within one year250—
TOTAL LONG-TERM DEBT25,55124,710
Less: Held for sale project debt, net (c)—59
TOTAL LONG-TERM DEBT EXCLUDING HELD FOR SALE25,55124,651
TOTAL CAPITALIZATION$49,741$46,613

(a) Rates reset quarterly; December 31, 2025 floating rate equals SOFR+0.52 percent.

(b) Rates reset weekly; December 31, 2025 rates shown

(c) The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025. See Notes C, W and X.

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202592

Report of Management on Internal Control Over Financial Reporting

Management of Consolidated Edison Company of New York, Inc. and its subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of the effectiveness of controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management of the Company assessed the effectiveness of internal control over financial reporting as of December 31, 2025, using the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on that assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, as stated in their report which appears on the following page of this Annual Report on Form 10-K.

/s/ Timothy P. Cawley
Timothy P. Cawley
Chairman and Chief Executive Officer
/s/ Kirkland B. Andrews
Kirkland B. Andrews
Senior Vice President and Chief Financial Officer

February 19, 2026

93CON EDISON ANNUAL REPORT 2025

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholder of Consolidated Edison Company of New York, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, of Consolidated Edison Company of New York, Inc. and its subsidiaries (the “Company”) as listed in the index appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

CON EDISON ANNUAL REPORT 202594

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for the Effects of Regulatory Matters

As described in Notes A and B to the consolidated financial statements, the Company applies the accounting rules for regulated operations, which specifies the economic effects that result from the causal relationship of costs and revenues in the rate-regulated environment and how these effects are to be accounted for by a regulated enterprise. As of December 31, 2025, there were $5,330 million of deferred costs included in regulatory assets and $5,084 million of regulatory liabilities awaiting potential refund or future rate reductions. Under regulatory accounting rules, if it is probable that incurred costs will be recovered in the future, those costs would be recorded as deferred charges or “regulatory assets.” Similarly, if revenues are recorded for costs expected to be incurred in the future, these revenues would be recorded as deferred credits or “regulatory liabilities.” The Company’s regulatory assets and liabilities are recoverable from customers, or to be applied for customer benefit, in accordance with rate provisions that have been approved by state regulators.

The principal considerations for our determination that performing procedures relating to the accounting for the effects of regulatory matters is a critical audit matter are (i) the significant judgment by management in determining the recoverability of certain regulatory assets and (ii) a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the recognition of regulatory assets and regulatory liabilities, including evaluating management’s judgments relating to the recoverability of certain regulatory assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of regulatory proceedings and the implementation of new regulatory orders or changes to existing regulatory balances. These procedures also included, among others (i) evaluating the reasonableness of management’s assessment of impacts arising from correspondence with regulators and changes in laws and regulations; (ii) evaluating management’s judgments related to the recoverability of regulatory assets and the establishment of regulatory liabilities; and (iii) recalculating regulatory assets and liabilities based on provisions and formulas outlined in rate orders and other correspondence with regulators.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 19, 2026

We have served as the Company’s auditor since 1938.

95CON EDISON ANNUAL REPORT 2025

Consolidated Edison Company of New York, Inc.

Consolidated Income Statement

For the Years Ended December 31,
(Millions of Dollars)202520242023
OPERATING REVENUES
Electric$11,670$10,717$10,078
Gas3,2782,8342,829
Steam703578569
TOTAL OPERATING REVENUES15,65114,12913,476
OPERATING EXPENSES
Purchased power2,5662,2792,294
Fuel261170282
Gas purchased for resale770524677
Other operations and maintenance3,3943,3533,176
Depreciation and amortization2,1932,0371,924
Taxes, other than income taxes3,6553,1732,946
TOTAL OPERATING EXPENSES12,83911,53611,299
OPERATING INCOME2,8122,5932,177
OTHER INCOME (DEDUCTIONS)
Investment and other income790603759
Allowance for equity funds used during construction633322
Other deductions(56)(58)(49)
TOTAL OTHER INCOME797578732
INCOME BEFORE INTEREST AND INCOME TAX EXPENSE3,6093,1712,909
INTEREST EXPENSE (INCOME)
Interest on long-term debt1,1121,029886
Other interest expense103138108
Allowance for borrowed funds used during construction(56)(58)(49)
NET INTEREST EXPENSE1,1591,109945
INCOME BEFORE INCOME TAX EXPENSE2,4502,0621,964
INCOME TAX EXPENSE544314358
NET INCOME$1,906$1,748$1,606

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202596

Consolidated Edison Company of New York, Inc.

Consolidated Statement of Comprehensive Income

For the Years Ended December 31,
(Millions of Dollars)202520242023
NET INCOME$1,906$1,748$1,606
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
Pension and other postretirement benefit plan liability adjustments, net of taxes(13)8(2)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES(13)8(2)
COMPREHENSIVE INCOME$1,893$1,756$1,604

The accompanying notes are an integral part of these financial statements.

97CON EDISON ANNUAL REPORT 2025

Consolidated Edison Company of New York, Inc.

Consolidated Statement of Cash Flows

For the Years Ended December 31,
(Millions of Dollars)202520242023
OPERATING ACTIVITIES
Net income$1,906$1,748$1,606
PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME
Depreciation and amortization2,1932,0371,924
Deferred income taxes435464556
Rate case amortization and accruals26317972
Other non-cash items, net(5)(27)(42)
CHANGES IN ASSETS AND LIABILITIES
Accounts receivable – customers, net(23)(264)(270)
Unbilled revenue and net unbilled revenue deferrals1564(47)
Other receivables, net and other current assets(105)92(142)
Accounts receivable from (to) affiliated companies314(238)(100)
Prepayments66(66)(106)
Accounts payable1518(137)
Accounts payable from (to) affiliated companies136(1)
Pensions and retiree benefits obligations, net(553)(283)(181)
Pensions and retiree benefits contributions(61)(26)(33)
Superfund and other environmental costs, net(23)(43)(12)
Accrued taxes3010(35)
Accrued taxes to affiliated companies1—(88)
Accrued interest212625
Deferred charges, noncurrent assets, leases, net and other regulatory assets(699)(677)(1,142)
Deferred credits, noncurrent liabilities and other regulatory liabilities414447199
Other current liabilities176(99)239
NET CASH FLOWS FROM OPERATING ACTIVITIES4,5293,3582,285
INVESTING ACTIVITIES
Utility capital expenditures(4,331)(4,456)(4,059)
Cost of removal less salvage(469)(467)(380)
NET CASH FLOWS USED IN INVESTING ACTIVITIES(4,800)(4,923)(4,439)
FINANCING ACTIVITIES
Net payment of short-term debt (Maturities 90 days or less)(754)(209)(397)
Issuance of short-term debt (Maturities greater than 90 days)300——
Borrowing under term loan200500—
Repayment of term loan(200)——
Issuance of long-term debt9002,8502,000
Retirement of long-term debt—(475)—
Debt issuance costs(14)(42)(31)
Capital contribution by Con Edison1,3001301,720
Dividend to Con Edison(1,134)(1,073)(1,056)
NET CASH FLOWS FROM FINANCING ACTIVITIES5981,6812,236
CASH AND TEMPORARY CASH INVESTMENTS
NET CHANGE FOR THE PERIOD32711682
BALANCE AT BEGINNING OF PERIOD1,2541,1381,056
BALANCE AT END OF PERIOD$1,581$1,254$1,138
SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
Cash paid (received) during the period for:
Interest, net of capitalized interest$1,077$1,001$882
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Capital expenditures in accounts payable$711$461$564
Equipment acquired but unpaid as of end of period$—$6$11

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 202598

Consolidated Edison Company of New York, Inc.

Consolidated Balance Sheet

(Millions)December 31, 2025December 31, 2024
ASSETS
CURRENT ASSETS
Cash and temporary cash investments$1,581$1,254
Accounts receivable – customers, net allowance for uncollectible accounts of $500 and $605 in 2025 and 2024, respectively2,4702,342
Other receivables, net allowance for uncollectible accounts of $27 and $38 in 2025 and 2024, respectively213216
Accrued unbilled revenue769803
Accounts receivable from affiliated companies70384
Fuel oil, gas in storage, materials and supplies, at average cost477429
Prepayments329395
Regulatory assets95106
Revenue decoupling mechanism receivable202177
Fair value of derivative assets7411
Other current assets153181
TOTAL CURRENT ASSETS6,4336,298
INVESTMENTS725684
UTILITY PLANT, AT ORIGINAL COST
Electric41,85338,747
Gas14,85113,934
Steam3,2603,187
General4,2264,520
TOTAL64,19060,388
Less: Accumulated depreciation15,32114,319
Net48,86946,069
Construction work in progress2,9912,912
NET UTILITY PLANT51,86048,981
NON-UTILITY PROPERTY
Non-utility property, net accumulated depreciation of $25 in 2025 and 202412
NET PLANT51,86148,983
OTHER NONCURRENT ASSETS
Regulatory assets5,2355,158
Operating lease right-of-use asset488492
Pension and retiree benefits4,1063,692
Fair value of derivative assets11725
Other deferred charges and noncurrent assets351318
TOTAL OTHER NONCURRENT ASSETS10,2979,685
TOTAL ASSETS$69,316$65,650

The accompanying notes are an integral part of these financial statements.

99CON EDISON ANNUAL REPORT 2025

Consolidated Edison Company of New York, Inc.

Consolidated Balance Sheet

(Millions)December 31, 2025December 31, 2024
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES
Long-term debt due within one year$250$—
Term Loan500500
Notes payable1,2401,694
Accounts payable1,7521,534
Accounts payable to affiliated companies3522
Customer deposits481397
Accrued taxes9565
Accrued taxes to affiliated companies21
Accrued interest206185
Accrued wages128116
Fair value of derivative liabilities4144
Regulatory liabilities20540
System benefit charge382406
Operating lease liabilities122118
Other current liabilities505437
TOTAL CURRENT LIABILITIES5,9445,559
NONCURRENT LIABILITIES
Provision for injuries and damages197176
Pensions and retiree benefits522506
Superfund and other environmental costs980942
Asset retirement obligations476452
Fair value of derivative liabilities684
Deferred income taxes and unamortized investment tax credits9,4008,819
Operating lease liabilities377386
Regulatory liabilities4,8794,940
Other deferred credits and noncurrent liabilities438406
TOTAL NONCURRENT LIABILITIES17,27516,711
LONG-TERM DEBT24,06023,409
COMMITMENTS AND CONTINGENCIES (Note B, Note G and Note H)
SHAREHOLDER’S EQUITY
Common stock, $2.50 par value, 340 shares authorized, shares outstanding of 235589589
Repurchased Con Edison Stock(962)(962)
Additional paid-in-capital10,6049,281
Retained earnings11,88711,115
Accumulated other comprehensive income(3)10
Capital stock expense(78)(62)
TOTAL SHAREHOLDER'S EQUITY22,03719,971
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY$69,316$65,650

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 2025100

Consolidated Edison Company of New York, Inc.

Consolidated Statement of Shareholder’s Equity

(In Millions)Common StockAdditional Paid-In CapitalRetained EarningsRepurchased Con Edison StockCapital Stock ExpenseAccumulated Other Comprehensive Income (Loss)Total
SharesAmount
BALANCE AS OF DECEMBER 31, 2022235$589$7,419$9,890$(962)$(62)$4$16,878
Net income1,6061,606
Common stock dividend to Con Edison(1,056)(1,056)
Capital contribution by Con Edison1,7201,720
Other comprehensive loss(2)(2)
BALANCE AS OF DECEMBER 31, 20232355899,13910,440(962)(62)219,146
Net income1,7481,748
Common stock dividend to Con Edison(1,073)(1,073)
Capital contribution by Con Edison130130
Other comprehensive income88
Stock awards1212
BALANCE AS OF DECEMBER 31, 20242355899,28111,115(962)(62)1019,971
Net income1,9061,906
Common stock dividend to Con Edison(1,134)(1,134)
Capital contribution by Con Edison1,316(16)1,300
Other comprehensive loss(13)(13)
Stock awards77
BALANCE AS OF DECEMBER 31, 2025235$589$10,604$11,887$(962)$(78)$(3)$22,037

The accompanying notes are an integral part of these financial statements.

101CON EDISON ANNUAL REPORT 2025

Consolidated Edison Company of New York, Inc.

Consolidated Statement of Capitalization

Shares outstanding
December 31,At December 31,
(In Millions)2025202420252024
TOTAL SHAREHOLDER'S EQUITY BEFORE ACCUMULATED OTHER COMPREHENSIVE INCOME235235$22,040$19,961
Pension and other postretirement benefit plan liability adjustments, net of taxes(3)11
Unrealized losses on derivatives qualified as cash flow hedges, less reclassification adjustment for gains (losses) included in net income and reclassification adjustment for unrealized losses included in regulatory assets, net of taxes—(1)
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAXES(3)10
Total Shareholder's Equity (See Consolidated Statement of Shareholder’s Equity)$22,037$19,971

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 2025102

Consolidated Edison Company of New York, Inc.

Consolidated Statement of Capitalization

LONG-TERM DEBT (Millions of Dollars)At December 31,
MaturityInterest RateSeries20252024
DEBENTURES:
20262.902016B$250$250
20273.1252017B350350
20274.254(a)2024C350350
20283.802018A300300
20284.002018D500500
20303.352020A600600
20312.402021A900900
20335.8752003A175175
20335.102003C200200
20335.202023A500500
20345.702004B200200
20345.502023B600600
20345.3752024A400400
20355.302005A350350
20355.252005B125125
20355.1252024D450450
20365.852006A400400
20366.202006B400400
20365.702006E250250
20376.302007A525525
20386.752008B600600
20395.502009C600600
20405.702010B350350
20424.202012A400400
20433.952013A700700
20444.452014A850850
20454.502015A650650
20463.852016A550550
20473.8752017A500500
20484.652018E600600
20494.1252019A700700
20503.952020B1,0001,000
20513.202021C600600
20526.152022A700700
20535.902023C900900
20545.702024B1,0001,000
20544.6252014C750750
20555.502024E650650
20555.752025A900—
20564.302016C500500
20574.002017C350350
20584.502018B700700
20593.702019B600600
20603.002020C600600
20613.602021B750750
TOTAL DEBENTURES24,32523,425
TAX-EXEMPT DEBT – Notes issued to New York State Energy Research and Development Authority for Facilities Revenue Bonds:
20392.23(b)2004C9999
20392.20(b)2005A126126
TOTAL TAX-EXEMPT DEBT225225
Unamortized debt expense(171)(171)
Unamortized debt discount(69)(70)
TOTAL24,31023,409
Less: Long-term debt due within one year250—
103CON EDISON ANNUAL REPORT 2025
TOTAL LONG-TERM DEBT24,06023,409
TOTAL CAPITALIZATION$46,097$43,380

(a) Rates reset quarterly; December 31, 2025 floating rate equals SOFR+0.52 percent.

(b) Rates reset weekly; December 31, 2025 rates shown.

The accompanying notes are an integral part of these financial statements.

CON EDISON ANNUAL REPORT 2025104

Notes to the Financial Statements

General

These combined notes accompany and form an integral part of the separate consolidated financial statements of each of the two separate registrants: Consolidated Edison, Inc. and its subsidiaries (Con Edison) and Consolidated Edison Company of New York, Inc. and its subsidiaries (CECONY). CECONY is a subsidiary of Con Edison and as such its financial condition and results of operations and cash flows, that are presented separately in the CECONY consolidated financial statements, are also consolidated, along with those of Orange and Rockland Utilities, Inc. and its subsidiaries (O&R) and Con Edison Transmission, Inc. and its subsidiaries (Con Edison Transmission) in Con Edison’s consolidated financial statements. The term “Utilities” is used in these notes to refer to CECONY and O&R.

As used in these notes, the term “Companies” refers to Con Edison and CECONY and, except as otherwise noted, the information in these combined notes relates to each of the Companies. However, CECONY makes no representation as to information relating to Con Edison or the subsidiaries of Con Edison other than itself. Con Edison has two regulated utility subsidiaries: CECONY and O&R. CECONY provides electric service and gas service in New York City and Westchester County. The company also provides steam service in parts of Manhattan. O&R, along with its regulated utility subsidiary, provides electric service in southeastern New York and northern New Jersey and gas service in southeastern New York. Con Edison Transmission, a regulated company primarily under the oversight of the Federal Energy Regulatory Commission (FERC), develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. See "Investments" in Note A and Note W.

105CON EDISON ANNUAL REPORT 2025

Note A – Summary of Significant Accounting Policies and Other Matters

Principles of Consolidation

The Companies’ consolidated financial statements include the accounts of their respective majority-owned subsidiaries, and variable interest entities (see Note S), as required. All intercompany balances and intercompany transactions have been eliminated.

Accounting Policies

The accounting policies of Con Edison and its subsidiaries conform to generally accepted accounting principles in the United States of America (GAAP). For the Utilities, these accounting principles include the accounting rules for regulated operations and the accounting requirements of the Federal Energy Regulatory Commission (FERC) and the state regulators having jurisdiction.

The accounting rules for regulated operations specify the economic effects that result from the causal relationship of costs and revenues in the rate-regulated environment and how these effects are to be accounted for by a regulated enterprise. Revenues intended to cover some costs may be recorded either before or after the costs are incurred. If regulation provides assurance that incurred costs will be recovered in the future, these costs would be recorded as deferred charges or “regulatory assets” under the accounting rules for regulated operations. If revenues are recorded for costs that are expected to be incurred in the future, these revenues would be recorded as deferred credits or “regulatory liabilities” under the accounting rules for regulated operations.

The Utilities’ principal regulatory assets and liabilities are detailed in Note B. In general, the Utilities are receiving or being credited with a return on their regulatory assets for which a cash outflow has been made, and are paying or being charged with a return on their regulatory liabilities for which a cash inflow has been received. The Utilities’ regulatory assets and liabilities at December 31, 2025 are recoverable from customers, or to be applied for customer benefit, in accordance with rate provisions that have been approved by state regulators.

Other significant accounting policies of the Companies are referenced below in this Note A and in the notes that follow.

Revenues

CECONY’s electric and gas rate plans and O&R’s New York electric and gas rate plans each contain a revenue decoupling mechanism, that covers all residential and most commercial customers, under which the company’s actual energy delivery revenues are compared with the authorized delivery revenues and the difference accrued, with interest, for refund to, or recovery from, customers, as applicable. See “Rate Plans” in Note B.

The NYSPSC requires utilities to record gross receipts tax revenues and expenses on a gross income statement presentation basis (i.e., included in both revenue and expense). The recovery of these taxes is generally provided for in the revenue requirement within each of the respective NYSPSC-approved rate plans. Total excise taxes (inclusive of gross receipts taxes) recorded in operating revenues were as follows:

For the Years Ended December 31,
(Millions of Dollars)202520242023
Con Edison$464$437$409
CECONY451425396

For information about the Companies' revenue recognition policies, see Note M.

Plant and Depreciation

Utility Plant

Utility plant is stated at original cost. The cost of repairs and maintenance is charged to expense and the cost of betterments is capitalized. The capitalized cost of additions to utility plant includes indirect costs such as engineering, supervision, payroll taxes, pensions, other benefits and an allowance for funds used during construction (AFUDC). The original cost of property is charged to expense over the estimated useful lives of the assets. Upon retirement, the original cost of property is charged to accumulated depreciation. See Note T.

Rates used for AFUDC include the cost of borrowed funds and a reasonable rate of return on the Utilities’ own funds when so used, determined in accordance with regulations of the FERC or the state public utility regulatory authority

CON EDISON ANNUAL REPORT 2025106

having jurisdiction. The rate is compounded semiannually, and the amounts applicable to borrowed funds are treated as a reduction of interest charges, while the amounts applicable to the Utilities’ own funds are credited to other income (deductions). The AFUDC rates for CECONY were 6.2 percent, 5.9 percent and 5.9 percent for 2025, 2024 and 2023, respectively. The AFUDC rates for O&R were 6.0 percent, 6.0 percent and 6.2 percent for 2025, 2024 and 2023, respectively.

The Utilities generally compute annual charges for depreciation using the straight-line method for financial statement purposes, with rates based on average service lives and net salvage factors. The average depreciation rate for CECONY was 3.6 percent for 2025, 2024 and 2023. The average depreciation rates for O&R were 3.3 percent, 3.3 percent and 3.1 percent for 2025, 2024 and 2023, respectively.

The estimated lives for utility plant for CECONY range from 5 to 80 years for electric, 5 to 80 years for gas, 5 to 55 years for steam and 5 to 50 years for general plant. For O&R, the estimated lives for utility plant range from 5 to 75 years for electric and gas and 5 to 50 years for general plant.

The capitalized cost of the Companies' utility plant (net of accumulated depreciation) on December 31, 2025 and 2024, was as follows:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Electric
Generation$597$577$597$577
Transmission5,6005,0725,2234,703
Distribution26,69625,12925,21423,770
General404174404174
Energy Storage73—67—
Gas (a)13,55812,70312,62911,830
Steam2,0092,0062,0092,006
General2,9743,2492,6572,940
Held for future use77776969
Construction work in progress3,4143,1652,9912,912
Net Utility Plant$55,402$52,152$51,860$48,981

(a) Primarily distribution.

General utility plant of Con Edison and CECONY included $52 million and $49 million, respectively, at December 31, 2025, and $59 million and $56 million, respectively, at December 31, 2024, related to a 2018 acquisition of software licenses. The estimated aggregate annual amortization expense related to the software licenses for Con Edison and CECONY is $7 million. The accumulated amortization for Con Edison and CECONY was $52 million and $50 million, respectively, at December 31, 2025 and $45 million and $43 million, respectively, at December 31, 2024.

Under the Utilities’ rate plans, the aggregate annual depreciation allowance for the period ended December 31, 2025 was $2,350 million, including $2,225 million under CECONY’s electric, gas and steam rate plans that have been approved by the NYSPSC.

Other Deferred Charges and Noncurrent Assets and Prepayments

Other deferred charges and noncurrent assets and prepayments, net of accumulated depreciation, included the following related to implementation costs incurred in cloud computing arrangements:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Prepayments (a)(b)$68$57$65$54
Other Deferred Charges and Noncurrent Assets (a)(b)279254260243

(a) Amortization on these assets is computed using the straight-line method for financial statement purposes over their estimated useful lives.

107CON EDISON ANNUAL REPORT 2025

(b) Amortization expense related to these assets incurred during the year ended December 31, 2025 for Con Edison and CECONY was $47 million and $46 million, respectively, for the year ended December 31, 2024 for Con Edison and CECONY was $33 million and $32 million, respectively, and for the year ended December 31, 2023 for Con Edison and CECONY was $21 million and $20 million, respectively. Accumulated amortization related to these assets for Con Edison and CECONY was $92 million and $89 million, respectively at December 31, 2025 and was $91 million and $85 million, respectively at December 31, 2024.

Long–Lived and Intangible Assets

The Companies test long-lived and intangible assets for recoverability when events or changes in circumstances indicate that the carrying value of long-lived or intangible assets may not be recoverable. The carrying amount of a long-lived asset or intangible asset with a definite life is deemed not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets. In the event a test indicates that such cash flows cannot be expected to be sufficient to fully recover the assets, the assets are considered impaired and written down to their estimated fair value. No material impairment charges were recorded on Con Edison's long-lived assets or its intangible assets with definite lives in 2025, 2024 and 2023.

Recoverable Energy Costs

The Utilities generally recover all of their prudently incurred fuel, purchased power and gas costs, including hedging gains and losses, in accordance with rate provisions approved by the applicable state public utility regulators. If the actual energy supply costs for a given month are more or less than the amounts billed to customers for that month, the difference in most cases is recoverable from or refundable to customers. Differences between actual and billed electric and steam supply costs are generally deferred for charge or refund to customers during the next billing cycle (normally within one or two months). For the Utilities’ gas costs, differences between actual and billed gas costs during the 12-month period ending each August are charged or refunded to customers during a subsequent 12-month period.

New York Independent System Operator (NYISO)

The Utilities purchase electricity through the wholesale electricity market administered by the NYISO. The difference between purchased power and related costs initially billed to the Utilities by the NYISO and the actual cost of power subsequently calculated by the NYISO is refunded by the NYISO to the Utilities, or paid to the NYISO by the Utilities. The reconciliation payments or receipts are recoverable from or refundable to the Utilities’ customers.

Certain other payments to or receipts from the NYISO are also subject to reconciliation, with shortfalls or amounts in excess of specified rate allowances recoverable from or refundable to customers. These include proceeds from the sale through the NYISO of transmission rights on CECONY’s transmission system (transmission congestion contracts).

Temporary Cash Investments

Temporary cash investments are short-term, highly-liquid investments that generally have maturities of three months or less at the date of purchase. They are stated at cost, which approximates market. The Companies consider temporary cash investments to be cash equivalents.

Investments

Accounting for Investments

Con Edison’s investments consist primarily of the investments of Con Edison Transmission that are accounted for under the equity method and the fair value of the Utilities’ supplemental retirement income plan and deferred income plan assets.

The accounting rules require Con Edison to evaluate its investments periodically to determine whether they are impaired. The standard for determining whether an impairment exists and must be recorded is whether an other-than-temporary decline in carrying value has occurred. Changes in economic conditions, forecasted cash flows and the regulatory environment, among other factors, could require equity method investments to recognize a decrease in carrying value for an other-than-temporary decline. When management believes such a decline may have occurred, the fair value of the investment is estimated using market inputs, when observable, or a valuation model such as a discounted cash flow analysis. The fair value is compared to the carrying value of the investment in order to determine the amount of impairment to record, if any.

The evaluation and measurement of impairments involve uncertainties. The judgments that Con Edison makes to estimate the fair value of its equity method investments are based on assumptions that management believes are

CON EDISON ANNUAL REPORT 2025108

reasonable, and variations in these estimates or the underlying assumptions, or the receipt of additional market information, could have a material impact on whether a triggering event is determined to exist or the amount of any such impairment. Additionally, if the projects in which Con Edison holds these investments recognize an impairment, Con Edison may record a share of that impairment loss and would evaluate its investment for an other-than-temporary decline in carrying value as described above.

Investment in Mountain Valley Pipeline, LLC (MVP)

In January 2016, a subsidiary of Con Edison Transmission, acquired a 12.5 percent interest in MVP, a company developing a proposed 300-mile gas transmission project (the Mountain Valley Pipeline) in West Virginia and Virginia. During 2019, Con Edison exercised its right to limit, and did limit, its cash contributions to the joint venture to approximately $530 million, subject to dilution of its ownership interest. In June 2024, the Mountain Valley Pipeline entered service. The project operator is continuing restoration of the right of way and estimates a total project cost of approximately $8,100 million (excluding allowance for funds used during construction (AFUDC)). At December 31, 2025, the carrying value of Con Edison Transmission's investment in MVP was $168 million, and its cash contributions to the joint venture amounted to $530 million. Con Edison records its pro rata share of earnings from its equity investment in MVP, adjusted for accretion of the basis difference and income taxes, on its consolidated income statement. Con Edison's pro rata share of earnings from its equity investment in MVP, adjusted for accretion of the basis difference, was $30 million ($21 million after-tax) for the twelve months ended December 31, 2025.

In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in MVP to one of the founding members of MVP and expects to complete the sale of its remaining interest in MVP to another founding member during the first half of 2026 for total aggregate consideration of $357.5 million, subject to certain closing adjustments.

Summary of Investment Balances

The following investment assets are included in the Companies' consolidated balance sheets at December 31, 2025 and 2024:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Supplemental retirement income plan assets (b)$620$583$598$560
Con Edison Transmission's investment in New York Transco (d)294254——
Con Edison Transmission's investment in MVP (a) (d)168166——
Deferred income plan assets125116125116
Virginia Tax Equity Interest (c)54——
Other1328
Total investments$1,213$1,126$725$684

(a)At December 31, 2025 and 2024, Con Edison Transmission's cash investment in MVP was $530 million. In June 2024, MVP entered service at an overall project cost of approximately $8,100 million excluding allowance for funds used during construction. See "Investment in Mountain Valley Pipeline, LLC (MVP)" above.

(b)See Note E.

(c)See Note S.

(d)At December 31, 2025 and 2024, Con Edison had undistributed earnings from MVP of $121 million and $127 million, respectively, and undistributed earnings from New York Transco of $13 million and $16 million, respectively. Con Edison's pro rata share of earnings from its equity investment in New York Transco, was $29 million ($21 million after-tax) for the twelve months ended December 31, 2025.

Pension and Other Postretirement Benefits

The accounting rules for retirement benefits require an employer to recognize an asset or liability for the overfunded or underfunded status of its pension and other postretirement benefit plans. For a pension plan, the asset or liability is the difference between the fair value of the plan’s assets and the projected benefit obligation. For any other postretirement benefit plan, the asset or liability is the difference between the fair value of the plan’s assets and the accumulated postretirement benefit obligation. The accounting rules generally require employers to recognize all unrecognized prior service costs and credits and unrecognized actuarial gains and losses in accumulated other comprehensive income/(loss) (OCI), net of tax. Such amounts will be adjusted as they are subsequently recognized as components of total periodic benefit cost or income pursuant to the current recognition and amortization provisions.

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For the Utilities’ pension and other postretirement benefit plans, regulatory accounting treatment is generally applied in accordance with the accounting rules for regulated operations. Unrecognized prior service costs or credits and unrecognized actuarial gains and losses are recorded to regulatory assets or liabilities, rather than OCI. See Notes E and F.

The total periodic benefit costs are recognized in accordance with the accounting rules for retirement benefits. Investment gains and losses are recognized in expense over a 15-year period and other actuarial gains and losses are recognized in expense over a 10-year period, subject to the deferral provisions in the rate plans.

In accordance with the Statement of Policy issued by the NYSPSC and its electric, gas and steam rate plans, CECONY defers for payment to or recovery from customers the difference between such expenses and the amounts for such expenses reflected in rates. O&R also defers such difference pursuant to its New York rate plans. See Note B.

The Companies calculate the expected return on pension and other postretirement benefit plan assets by multiplying the expected rate of return on plan assets by the market-related value (MRV) of plan assets at the beginning of the year, taking into consideration anticipated contributions and benefit payments that are to be made during the year. The accounting rules allow the MRV of plan assets to be either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years. The Companies use a calculated value when determining the MRV of the plan assets that adjusts for 20 percent of the difference between fair value and expected MRV of plan assets. This calculated value has the effect of stabilizing variability in assets to which the Companies apply the expected return.

Federal Income Tax

In accordance with accounting rules for income taxes, the Companies have recorded an accumulated deferred federal income tax liability at current tax rates for temporary differences between the book and tax basis of assets and liabilities. In accordance with rate plans, the Utilities have recovered amounts from customers for a portion of the tax liability they will pay in the future as a result of the reversal or “turn-around” of these temporary differences. As to the remaining deferred tax liability, the Utilities had established regulatory assets for the net revenue requirements to be recovered from customers for the related future tax expense pursuant to the NYSPSC's 1993 Policy Statement approving accounting procedures consistent with accounting rules for income taxes and providing assurances that these future increases in taxes will be recoverable in rates.

Accumulated deferred investment tax credits are amortized ratably over the lives of the related properties and applied as a reduction to future federal income tax expense.

Con Edison and its subsidiaries file a consolidated federal income tax return. The consolidated income tax liability is allocated to each member of the consolidated group using the separate return method. Each member pays or receives an amount based on its own taxable income or loss in accordance with a consolidated tax allocation agreement. Tax loss and tax credit carryforwards are allocated among members in accordance with consolidated tax return regulations.

State Income Tax

Con Edison and its subsidiaries file a combined New York State Corporation Business Franchise Tax Return. Similar to a federal consolidated income tax return, the income of all entities in the combined group is subject to New York State taxation, after adjustments for differences between federal and New York law and apportionment of income among the states in which the company does business. Each member’s share of the New York State tax is based on its own New York State taxable income or loss.

CON EDISON ANNUAL REPORT 2025110

Reclassification

Certain prior period amounts have been reclassified to conform with current period presentation.

Earnings Per Share

Con Edison presents basic and diluted earnings per share (EPS) on the face of its consolidated income statement. Basic EPS is calculated by dividing earnings available to common shareholders (“Net income for common stock” on Con Edison’s consolidated income statement) by the weighted average number of Con Edison common shares outstanding during the period. In the calculation of diluted EPS, weighted average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock.

Potentially dilutive securities for Con Edison consist of restricted stock units and deferred stock units for which the average market price of the common shares for the period was greater than the estimated vesting price (see Note O) and its common shares that were subject to a forward sale agreement that settled in March 2025. Before the issuance of common shares upon settlement of the forward sale agreement, the shares were reflected in the company’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares that would be issued upon physical settlement of the forward sale agreement over the number of shares that could be purchased by the company in the market (based on the average market price during the period) using the proceeds due upon physical settlement (based on the adjusted forward sale price at the end of the reporting period).

Basic and diluted EPS for Con Edison are calculated as follows:

For the Years Ended December 31,
(Millions of Dollars, except per share amounts/Shares in Millions)202520242023
Net income for common stock$2,023$1,820$2,519
Weighted average common shares outstanding – basic357.4346.0347.7
Add: Incremental shares attributable to effect of potentially dilutive securities1.31.31.6
Adjusted weighted average common shares outstanding – diluted358.7347.3349.3
Net Income per common share – basic$5.66$5.26$7.25
Net Income per common share – diluted$5.64$5.24$7.21

The computation of diluted EPS for the years ended December 31, 2025 and 2024 excludes immaterial amounts of performance share awards that were not included because of their anti-dilutive effect.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reconciliation of Cash, Temporary Cash Investments and Restricted Cash

Cash, temporary cash investments and restricted cash are presented on a combined basis in the Companies’ consolidated statements of cash flows. At December 31, 2025 and 2024, cash, temporary cash investments and restricted cash for Con Edison were as follows; CECONY did not have material restricted cash balances as of December 31, 2025 and 2024:

At December 31,
Con Edison
(Millions of Dollars)20252024
Cash and temporary cash investments$1,629$1,324
Restricted cash (a)19
Total cash, temporary cash investments and restricted cash$1,630$1,333

(a)Con Edison's restricted cash for the 2024 period primarily included restricted cash of Broken Bow II, which was classified as held for sale as of December 31, 2024. The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025. See Note W and Note X.

111CON EDISON ANNUAL REPORT 2025

Use of Hypothetical Liquidation at Book Value

For certain investments of the Clean Energy Businesses and of Con Edison, Con Edison has determined that the use of HLBV accounting is reasonable and appropriate to attribute income and loss to the tax equity investors. Using the HLBV method, the company's earnings from the projects are adjusted to reflect the income or loss allocable to the tax equity investors calculated based on how the project would allocate and distribute its cash if it were to sell all of its assets for their carrying amounts and liquidate at a particular point in time. Under the HLBV method, the company calculates the liquidation value allocable to the tax equity investors at the beginning and end of each period based on the contractual liquidation waterfall and adjusts its income for the period to reflect the change in the liquidation value allocable to the tax equity investors based on the terms of the partnerships' operating agreements. See Note S. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W.

Assets Held for Sale

Generally, a long-lived asset or business to be sold is classified as held for sale in the period in which management, with approval from the Board of Directors, commits to a plan to sell, and a sale is expected to be completed within one year. Con Edison records assets and liabilities, once held for sale, at the lower of their carrying value or their estimated fair value less cost to sell, and also stops recording depreciation and amortization on assets held for sale.

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses (which was classified as held for sale as of December 31, 2022) with the exception of two tax equity interests and one deferred project, Broken Bow II. In January 2025, Con Edison completed the sale and transfer of Broken Bow II to RWE. For further information, see Note W and Note X.

The sale of the Clean Energy Businesses did not represent a strategic shift that had or would have had a major effect on Con Edison, and as such, the sale did not qualify for treatment as a discontinued operation.

For further information, see Note W and Note X.

Note B – Regulatory Matters

Rate Plans

The Utilities provide service to New York customers according to the terms of tariffs approved by the NYSPSC. Tariffs for service to customers of Rockland Electric Company (RECO), O&R’s New Jersey regulated utility subsidiary, are approved by the New Jersey Board of Public Utilities (NJBPU). The tariffs include schedules of rates for service that limit the rates charged by the Utilities to amounts that the Utilities recover from their customers costs approved by the regulator, including capital costs, of providing service to customers as defined by the tariff. The tariffs implement rate plans adopted by state utility regulators in rate orders issued at the conclusion of rate proceedings. Pursuant to the Utilities’ rate plans, there generally can be no change to the charges to customers during the respective terms of the rate plans other than specified adjustments provided for in the rate plans. The Utilities’ rate plans each cover specified periods, but rates determined pursuant to a plan generally continue in effect until a new rate plan is approved by the state utility regulator.

Common provisions of the Utilities’ New York rate plans include:

Base Rates are designed to recover core costs of providing electric, gas or steam delivery service such as the costs of constructing, operating and maintaining a service’s system.

Earnings sharing that require the Utilities to defer for customer benefit a portion of earnings over specified rates of return on common equity. There is no symmetric mechanism for earnings below specified rates of return on common equity.

Negative revenue adjustments for failure to meet certain performance standards relating to service, reliability, safety and other matters.

Net utility plant reconciliations that require deferral as a regulatory liability of the revenue requirement impact of the amount, if any, by which actual average net utility plant balances are less than amounts reflected in rates. There is generally no symmetric mechanism if actual average net utility plant balances are more than amounts reflected in rates.

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Other revenue adjustments that represent positive revenue adjustments, positive incentives, and earnings adjustments mechanisms for achievement of performance standards related to achievement of clean energy goals, safety and other matters.

Rate base, as reflected in the rate plans, is, in general, the sum of the Utilities’ net plant, working capital and certain regulatory assets less deferred taxes and certain regulatory liabilities. For each rate plan, the NYSPSC uses a forecast of the average rate base for each year that new rates would be in effect (“rate year”).

Recoverable energy costs that allow the Utilities to recover on a current basis the costs for the energy they supply with no mark-up to their full-service customers.

Regulatory reconciliations that reconcile pension and other postretirement benefit costs, environmental remediation costs, property taxes, variable-rate tax-exempt debt and certain other costs (including late payment charges and write-offs of customer accounts receivable balances) to amounts reflected in delivery rates for such costs. In addition, changes in the Utilities' costs not reflected in rates, in excess of certain amounts, resulting from changes in tax or changes in legislation, regulation or related actions, are deferred as a regulatory asset or regulatory liability to be reflected in the Utilities' next rate plan or in a manner to be determined by the NYSPSC. Also, the Utilities generally retain the right to petition for recovery or accounting deferral of extraordinary and material cost increases and provision is sometimes made for the utility to retain a share of cost reductions, for example, property tax refunds.

Revenue decoupling mechanisms that reconcile actual energy delivery revenues to the authorized delivery revenues approved by the NYSPSC. The difference is accrued with interest for refund to, or recovery from customers, as applicable.

Weighted average cost of capital is determined based on the authorized common equity ratio, return on common equity, cost of long-term debt and cost of customer deposits reflected in each rate plan. For each rate plan, the revenues designed to provide the utility a return on invested capital for each rate year are determined by multiplying each utility rate base by its pre–tax weighted average cost of capital. The Utilities’ actual return on common equity will reflect their actual operations for each rate year, and may be more or less than the authorized return on equity reflected in their rate plans (and if more, may be subject to earnings sharing).

113CON EDISON ANNUAL REPORT 2025

Current Rate Cases

In January 2026, the NYSPSC approved the November 2025 Joint Proposal for new electric and gas rate plans for CECONY for the three-year period January 2026 through December 2028 that is summarized in the tables below.

In November 2025, CECONY filed a request with the NYSPSC for a steam rate increase of $66 million, effective November 1, 2026. The filing reflects a return on common equity of 9.9 percent and a common equity ratio of 48 percent. CECONY is requesting the continuation of provisions with respect to recovery from customers of the cost of fuel and purchased steam and the reconciliation of actual expenses allocable to the steam business to the amounts for such expenses reflected in steam rates for pension and other postretirement benefits, and environmental remediation expenses. In addition, the company is requesting full reconciliation for property taxes, municipal infrastructure support costs and long-term debt costs. The filing includes supplemental information regarding steam rate plans for November 2027 through October 2028 and November 2028 through October 2029, which the company is not requesting but would consider through settlement discussions. For purposes of illustration, rate increases of $50 million and $50 million effective November 2027 and 2028, respectively, were calculated based upon an assumed return on common equity of 9.9 percent and a common equity ratio of 48 percent.

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The following tables contain a summary of the Utilities’ rate plans:

CECONY – Electric
Effective periodJanuary 2023 – December 2025January 2026 – December 2028 (m)
Base rate changesYr. 1 – $442 million (a) Yr. 2 – $518 million (a) Yr. 3 – $382 million (a)Yr. 1 – $222 million (c) Yr. 2 – $473 million (c) Yr. 3 – $329 million (c)
Amortizations to income of net regulatory (assets) and liabilitiesYr. 1 – $104 million (b) Yr. 2 – $49 million (b) Yr. 3 – $(205) million (b)Yr. 1 – $88 million (d) Yr. 2 – $81 million (d) Yr. 3 – $78 million(d)
Other revenue sourcesRetention of $75 million of annual transmission congestion revenues. Potential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 - $70 million Yr. 2 - $75 million Yr. 3 - $79 million In 2023, 2024 and 2025, the company recorded $34 million, $52 million, and $35 million, respectively, primarily related to earnings adjustment mechanism incentives for energy efficiency and vehicle electrification. In 2025, the company recorded positive incentives of $7 million.Retention of $75 million of annual transmission congestion revenues. Potential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 - $40 million Yr. 2 - $42 million Yr. 3 - $47 million
Revenue decoupling mechanismsContinuation of reconciliation of actual to authorized electric delivery revenues. In 2023, 2024 and 2025, the company deferred for recovery from customers $162 million, $164 million, and $83 million of revenues, respectively.Continuation of reconciliation of actual to authorized electric delivery revenues.
Recoverable energy costsContinuation of current rate recovery of purchased power and fuel costs.Continuation of current rate recovery of purchased power and fuel costs.
Negative revenue adjustmentsPotential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 - $516 million Yr. 2 - $557 million Yr. 3 - $597 million In 2023, 2024 and 2025, the company did not record any negative revenue adjustments.Potential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 - $651 million Yr. 2 - $685 million Yr. 3 - $742 million
Regulatory reconciliationsReconciliation of late payment charges (e) and expenses for uncollectibles, pension and other postretirement benefits, variable-rate debt, major storms, property taxes (f), municipal infrastructure support costs (g), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (h). In 2023 and 2024, the company deferred $140 million and $52 million of net regulatory liabilities, respectively, and in 2025 the company deferred $287 million of net regulatory assets.Reconciliation of late payment charges and expenses for uncollectibles (k), expenses for pension and other postretirement benefits, variable-rate debt, major storms, property taxes (j), municipal infrastructure support costs (g), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (h).
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Net utility plant reconciliationsTarget levels reflected in rates: Electric average net plant target excluding advanced metering infrastructure (AMI) and Customer Service System (CSS): Yr. 1 - $27,847 million Yr. 2 - $29,884 million Yr. 3 - $31,026 million AMI (i) (l): Yr. 1 - $744 million CSS: Yr. 1 - $11 million In 2023, 2024 and 2025, the company deferred $1 million, $(25) million and $12 million, respectively, as a regulatory asset or regulatory liability, as applicable.Target levels reflected in rates: Electric average net plant target: Yr. 1 - $33,590 million Yr. 2 - $35,186 million Yr. 3 - $38,624 million
Average rate baseYr. 1 - $26,095 million Yr. 2 - $27,925 million Yr. 3 - $29,362 millionYr. 1 - $32,935 million Yr. 2 - $35,149 million Yr. 3 - $39,174 million
Weighted average cost of capital (after-tax)Yr. 1 – 6.75 percent Yr. 2 – 6.79 percent Yr. 3 – 6.85 percentYr. 1 - 6.98 percent Yr. 2 - 7.04 percent Yr. 3 - 7.10 percent
Authorized return on common equity9.25 percent9.40 percent
Actual return on common equity (l)Yr. 1 – 9.46 percent Yr. 2 – 9.21 percent Yr. 3 – 9.36 percent
Earnings sharingMost earnings above an annual earnings threshold of 9.75 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2023, 2024 and 2025, the company had no earnings sharing above the threshold.Most earnings above an annual earnings threshold of 9.90 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year.
Cost of long-term debtYr. 1 – 4.46 percent Yr. 2 – 4.54 percent Yr. 3 – 4.64 percentYr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent
Common equity ratio48 percent48 percent

(a)The electric base rate increases shown above were implemented with increases of $457 million in Yr. 1; $457 million in Yr. 2; and $457 million in Yr. 3 in order to levelize the customer bill impact. Base rates reflect recovery by the company of certain costs of its energy efficiency, demonstration projects, non-wire alternative projects (including the Brooklyn Queens demand management program), and off-peak electric vehicle charging programs (Yr. 1 - $244 million; Yr. 2 - $237 million; and Yr. 3 - $281 million) over periods varying between seven and fifteen years, including the overall pre-tax rate of return on such costs.

(b)Amounts reflect amortization of the federal Tax Cuts and Jobs Act of 2017 (TCJA) allocable to CECONY’s electric customers ($256 million) over a two-year period ($128 million in Yr. 1 and Yr. 2), the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s electric customers ($1,512 million) over the remaining lives of the related assets ($34 million in Yr. 1, $63 million in Yr. 2, and $34 million in Yr. 3) and the unprotected portion of the net regulatory liability ($306 million) over two years ($153 million annually). Amounts also reflect amortization of the regulatory asset for deferred MTA power reliability costs ($93 million) over a three-year period ($31 million annually).

(c)The electric base rate increases shown above will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.80% each year with corresponding base rate increases of $234 million in Yr. 1; $410 million in Yr. 2; and $421 million in Yr. 3.

(d)Reflects regulatory liability amortization of $63 million in Yr. 1, $58 million in Yr. 2, and $55 million in Yr. 3; amortization of the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s electric customers of $24 million in Yr. 1, $22 million in Yr. 2, and $22 million in Yr. 3; and amortization of the non-plant portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s electric customers of $1 million in Yr. 1, $1 million in Yr. 2, and $1 million in Yr. 3.

(e)Late payment charges from January 1, 2023 through December 31, 2025 and write-offs of customer accounts receivable balances from January 1, 2020 through December 31, 2025 are reconciled to amounts reflected in rates, with recovery/refund from or to customers via surcharge/surcredit. CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivable balances will, collectively, be subject to separate annual caps for electric and gas that produce no more than a half percent (0.5 percent) total customer bill impact per commodity.

(f)Deferrals for property taxes are limited to 90 percent of the difference from amounts reflected in rates, subject to an annual maximum for the remaining difference of not more than a maximum number of basis points impact on return on common equity of 10.0 basis points, 5.0 basis points and 5.0 basis points for each of Yr. 1, Yr. 2 and Yr. 3, respectively, of the 2023 – 2025 rate plan.

(g)In general, if actual expenses for municipal infrastructure support (other than company labor) are below the amounts reflected in rates, CECONY will defer the difference for credit to customers, and if the actual expenses are above the amount reflected in rates the company will defer for recovery from customers 80 percent of the difference subject to a maximum deferral, subject to certain conditions, of 15 percent of the amount reflected in the rate plans.

(h)In addition, the NYSPSC continues its focused operations audit to investigate CECONY's income tax accounting. Any NYSPSC ordered adjustment to CECONY’s income tax accounting is expected to be refunded to or collected from customers, as determined by the NYSPSC. See “Other Regulatory Matters,” below.

(i)Reconciliation of net utility plant for AMI will be done on a combined basis for electric and gas.

(j)If the level of actual expense for property taxes, excluding the effect of property tax refunds, varies in any rate year from the projected level provided in rates, the full amount of the variation will be recovered from or credited to customers via surcharge/surcredit.

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(k)During the rate plan, CECONY will calculate the annual difference between (i) its actual uncollectible expenses and late payment charges and (ii) the levels of uncollectible expenses and late payment charges provided in rates. In the event the actual net expenses (late payment charge revenues minus uncollectible expenses) are below the amounts in rates, CECONY will defer the full variance as a regulatory liability and refund to customers via surcredit. In the event the actual net expenses are above the amounts in rates, CECONY will defer the full annual variance above $8.5 million in Yr. 1; $12.75 million in Yr. 2; and $17 million in Yr. 3; as a regulatory asset for recovery via surcharge.

(l)Calculated in accordance with the earnings calculation method prescribed in the rate order.

(m)In January 2026, the NYSPSC approved the November 2025 Joint Proposal for new electric and gas rate plans for CECONY for the three-year period January 2026 through December 2028.

117CON EDISON ANNUAL REPORT 2025
CECONY – Gas
Effective periodJanuary 2023 – December 2025January 2026 – December 2028 (p)
Base rate changesYr. 1 – $217 million (a) Yr. 2 – $173 million (a) Yr. 3 – $122 million (a)Yr. 1 – $(46) million (c) Yr. 2 – $170 million (c) Yr. 3 – $93 million (c)
Amortizations to income of net regulatory (assets) and liabilitiesYr. 1 – $31 million (b) Yr. 2 – $24 million (b) Yr. 3 – $(11) million (b)Yr. 1 – $90 million (d) Yr. 2 – $88 million (d) Yr. 3 – $86 million (d)
Other revenue sourcesRetention of annual revenues from non-firm customers of up to $65 million and 15 percent of any such revenues above $65 million. Potential earnings adjusted mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 – $18 million Yr. 2 – $20 million Yr. 3 – $21 million In 2023, 2024 and 2025, the company recorded $5 million, $7 million and $4 million of earnings adjustment mechanism incentives for energy efficiency and vehicle electrification, respectively. In 2023, 2024 and 2025, the company recorded positive incentives of $3 million, $3 million and $8 million, respectively.Retention of annual revenues from non-firm customers of up to $65 million and 15 percent of any such revenues above $65 million.
Revenue decoupling mechanismContinuation of reconciliation of actual to authorized gas delivery revenues, modified to be calculated based upon revenue per customer class instead of revenue per customer. In 2023, 2024 and 2025, the company deferred for recovery from customers $162 million, $93 million and $131.5 million of revenues, respectively.Continuation of reconciliation of actual to authorized gas delivery revenues calculated based upon revenue per customer class.
Recoverable energy costsContinuation of current rate recovery of purchased gas costs.Continuation of current rate recovery of purchased gas costs.
Negative revenue adjustmentsPotential charges if performance targets relating to service, safety and other matters are not met: Yr. 1 – $107 million Yr. 2 – $119 million Yr. 3 – $130 million In 2023, 2024 and 2025, the company recorded negative revenue adjustments of $3 million, $2 million and $7 million, respectively.Potential charges if performance targets relating to service, safety and other matters are not met: Yr. 1 - $135 million (k) (l) Yr. 2 - $143 million (k) (l) Yr. 3 - $152 million (k) (l)
Regulatory reconciliationsReconciliation of late payment charges and expenses for uncollectibles (e), pension and other postretirement benefits, variable-rate debt, major storms, property taxes (f), municipal infrastructure support costs (g), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (h). In 2023, 2024 and 2025, the company deferred $12 million, $29 million and $1 million of net regulatory liabilities, respectively.Reconciliation of late payment charges and expenses for uncollectibles (m), expenses for pension and other postretirement benefits, variable-rate debt, property taxes (j), municipal infrastructure support costs (n), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates (o).
Net utility plant reconciliationsTarget levels reflected in rates: Gas average net plant target excluding AMI and CSS for Yr. 1: Yr. 1 – $10,466 million Yr. 2 – $11,442 million Yr. 3 – $12,142 million AMI (i): Yr. 1 – $234 million CSS: Yr. 1 - $2 million In 2023, 2024 and 2025, the company deferred $15.5 million, $31.5 million and $49.2 million, as regulatory liabilities, respectively.Target levels reflected in rates: Gas average net plant target: Yr. 1 - $12,931 million Yr. 2 - $13,472 million Yr. 3 - $14,014 million
Average rate baseYr. 1 – $9,647 million Yr. 2 – $10,428 million Yr. 3 – $11,063 millionYr. 1 - $11,485 million Yr. 2 - $12,050 million Yr. 3 - $12,615 million
CON EDISON ANNUAL REPORT 2025118
Weighted average cost of capital (after-tax)Yr. 1 – 6.75 percent Yr. 2 – 6.79 percent Yr. 3 – 6.85 percentYr. 1 – 6.98 percent Yr. 2 – 7.04 percent Yr. 3 – 7.10 percent
Authorized return on common equity9.25 percent9.40 percent
Actual return on common equity (e) (k)Yr. 1 – 9.00 percent Yr. 2 – 9.82 percent Yr. 3 – 9.45 percent
Earnings sharingMost earnings above an annual earnings threshold of 9.75 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2023, the company had no earnings above the threshold. In 2024, the company had $4.3 million, above the threshold. In 2025, the company had no earnings above the threshold.Most earnings above an annual earnings threshold of 9.90 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year.
Cost of long-term debtYr. 1 – 4.46 percent Yr. 2 – 4.54 percent Yr. 3 – 4.64 percentYr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent
Common equity ratio48 percent48 percent

(a)The gas base rate increases shown above were implemented with increases of $187 million in Yr. 1; $187 million in Yr. 2; and $187 million in Yr. 3 in order to levelize the customer bill impact. New rates were effective as of January 1, 2023. CECONY began billing customers at the new levelized rate in August 2023. The shortfall in revenues due to the timing of billing to customers ($99 million) were collected through a surcharge billed through 2025, including a carrying charge on the outstanding balance. Base rates reflect recovery by the company of certain costs of its energy efficiency programs (Yr. 1 - $45 million; Yr. 2 - $78 million; and Yr. 3 - $62 million) over a fifteen-year period, including the overall pre-tax rate of return on such costs.

(b)Amounts reflect amortization of the TCJA allocable to CECONY’s gas customers ($32 million) over a two-year period ($16 million in Yr. 1 and Yr. 2), the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s gas customers ($679 million) over the remaining lives of the related assets ($9 million in Yr. 1, $10 million in Yr. 2, and $10 million in Yr. 3) and the unprotected portion of the net regulatory liability ($42 million) over two years ($21 million annually).

(c)The gas base rate changes shown above will be implemented on a shaped bill impact basis resulting in a consistent total bill impact of 2.01% each year with corresponding base rate increases of $28 million in Yr. 1; $69 million in Yr. 2; and $70 million in Yr. 3.

(d)Reflects regulatory liability amortization of $48 million in Yr. 1, $46 million in Yr. 2, and $45 million in Yr. 3; amortization of the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s gas customers of $6 million in Yr. 1, $6 million in Yr. 2, and $5 million in Yr. 3; and amortization of the unprotected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s gas customers of $36 million in Yr. 1, $36 million in Yr. 2, and $36 million in Yr. 3.

(e)-(j) See footnotes (e) - (j) to the table under “CECONY Electric,” above.

(k)$33.33 million in annual gas revenue requirement ($100 million over three years) will be recovered through a rate adjustment mechanism, subject to refund to customers relating to NYSDPS's review of CECONY's gas main welds. See "Other Regulatory Matters," below.

(l)The rate plan includes the potential for CECONY to earn Offsetting Credit Adjustments (OCAs) to offset any gas negative revenue adjustments. OCAs may only be applied in the calendar year they are earned. Potential OCAs that may be earned are $12 million in Yr. 1, $13 million in Yr. 2, and $14 million in Yr. 3.

(m)During the rate plan, CECONY will calculate the annual difference between (i) its actual uncollectible expenses and late payment charges and (ii) the levels of uncollectible expenses and late payment charges provided in rates. In the event the actual net expenses (late payment charge revenues minus uncollectible expenses) are below the amounts in rates, CECONY will defer the full variance as a regulatory liability and refund to customers via surcredit. In the event the actual net expenses are above the amounts in rates, CECONY will defer the full annual variance above $1.5 million in Yr. 1; $2.25 million in Yr. 2; and $3 million in Yr. 3; as a regulatory asset for recovery via surcharge.

(n)In general, if actual expenses for municipal infrastructure support (other than company labor) are below the amounts reflected in rates CECONY will defer the difference for credit to customers, and if the actual expenses are above the amounts reflected in rates the company will defer for recovery from customers 80 percent of the difference subject to a maximum deferral, subject to certain conditions, of 15 percent of the amount reflected in the rate plans.

(o)In addition, the NYSDPS continues its focused operations audit to investigate CECONY's income tax accounting. Any NYSPSC ordered adjustment to CECONY’s income tax accounting is expected to be refunded to or collected from customers, as determined by the NYSPSC. See "Other Regulatory Matters," below.

(p)In January 2026, the NYSPSC approved the November 2025 Joint Proposal for new electric and gas rate plans for CECONY for the three-year period January 2026 through December 2028.

119CON EDISON ANNUAL REPORT 2025
CECONY – Steam
Effective periodJanuary 2014 – December 2016 (g)November 2023 – October 2026
Base rate changesYr. 1 – $(22.4) million (h) Yr. 2 –$19.8 million (h) Yr. 3 –$20.3 million(h) Yr. 4 – None Yr. 5 – None Yr. 6 – None Yr. 7 – None Yr. 8 – None Yr. 9 – None Yr.10 – NoneYr. 1 – $110 million (a) Yr. 2 – $44 million (a) Yr. 3 – $45 million (a)
Amortizations to income of net regulatory (assets) and liabilities$37 million over three yearsYr. 1 – $15 million (b) Yr. 2 – $3 million (b) Yr. 3 – $3 million (b)
Weather Normalization AdjustmentImplementation of a weather normalization adjustment to reflect normal weather conditions during the heating season.
Recoverable energy costsCurrent rate recovery of purchased power and fuel costs.Continuation of current rate recovery of purchased power and fuel costs.
Negative revenue adjustmentsPotential charges (up to $1 million annually) if certain performance targets are not met. The company did not record any negative revenue adjustments under this rate plan.Potential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 - $3.7 million Yr. 2 - $3.8 million Yr. 3 - $3.8 million In Yr. 1 and Yr. 2, the company did not record any negative revenue adjustments.
Regulatory reconciliations (i) (j)In 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022 and 2023, the company deferred $42 million of net regulatory liabilities, $17 million of net regulatory assets, $8 million and $14 million of net regulatory liabilities, $1 million of net regulatory assets, $8 million of net regulatory liabilities, $35 million of net regulatory assets, $32 million of net regulatory assets, $11 million of net regulatory assets and $18 million of net regulatory liabilities, respectively.Reconciliation of uncollectible expenses and late payment charges (c) and expenses for pension and other postretirement benefits, variable-rate debt, property taxes (d), municipal infrastructure support costs (e), the impact of new laws and environmental site investigation and remediation to amounts reflected in rates. (f) In Yr. 1, the company deferred $7 million of net regulatory assets and in Yr. 2 the company deferred $33 million of net regulatory liabilities.
Net utility plant reconciliationsTarget levels reflected in rates were: Production: Yr. 1 – $1,752 million Yr. 2 – $1,732 million Yr. 3 – $1,720 million Distribution: Yr. 1 – $6 million Yr. 2 – $11 million Yr. 3 – $25 million The company reduced its regulatory liability by $0.1 million in 2014 and immaterial amounts in 2015 and 2016 and no deferrals were recorded in 2017, 2018, 2019. In 2020 and 2021, the company deferred $2 million and $1 million as a regulatory liability, respectively. In 2022, the company deferred $0.1 million as a regulatory asset. No deferral was recorded in 2023.Yr. 1 - $2,025 million Yr. 2 - $2,029 million Yr. 3 - $2,015 million In Yr. 1 and Yr. 2, the company deferred $2.4 million and $4 million as a regulatory liability, respectively.
Average rate baseYr. 1 – $1,511 million Yr. 2 – $1,547 million Yr. 3 – $1,604 millionYr. 1 - $1,799 million Yr. 2 - $1,848 million Yr. 3 - $1,882 million
Weighted average cost of capital (after-tax)Yr. 1 – 7.10 percent Yr. 2 – 7.13 percent Yr. 3 – 7.21 percentYr. 1 - 6.78 percent Yr. 2 - 6.81 percent Yr. 3 - 6.83 percent
Authorized return on common equity9.3 percent9.25 percent
CON EDISON ANNUAL REPORT 2025120
Actual return on common equity (j)Yr. 1 – 9.82 percent Yr. 2 – 10.88 percent Yr. 3 – 10.54 percent Yr. 4 – 9.51 percent Yr. 5 – 11.73 percent Yr. 6 – 10.45 percent Yr. 7 – 7.91 percent Yr. 8 – 5.99 percent Yr. 9 - 5.72 percent Yr. 10 - (0.10) percent .Yr. 1 – 6.55 percent Yr. 2 – 7.09 percent
Earnings sharingWeather normalized earnings above an annual earnings threshold of 9.9 percent are to be applied to reduce regulatory assets for environmental remediation and other costs. In 2014, the company had no earnings above the threshold. Actual earnings were $11.5 million and $7.8 million above the threshold in 2015 and 2016, respectively. In 2017, actual earnings were $8.5 million above the threshold, offset in part by a positive adjustment related to 2016 of $4 million. In 2018, actual earnings were $16.5 million above the threshold, and an additional $1.1 million related to 2017 was recorded. In 2019 actual earnings were $5 million above the threshold, offset in part by an adjustment related to 2018 of $2.3 million. In 2020, 2021, 2022 and 2023, the company had no earnings sharing above the threshold. Reserve adjustments of $0.4 million and $0.2 million were recorded in 2021 related to potential adjustment to the excess earnings sharing amounts for 2016 and 2018, respectively.Most earnings above an annual earnings threshold of 9.75 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. There were no earnings above the threshold in Yr. 1 and Yr. 2.
Cost of long-term debtYr. 1 – 5.17 percent Yr. 2 – 5.23 percent Yr. 3 – 5.39 percentYr. 1 – 4.51 percent Yr. 2 – 4.58 percent Yr. 3 – 4.62 percent
Common equity ratio48 percent48 percent

(a)The base rate increases will be implemented with increases of $77.8 million in Yr. 1; $77.8 million in Yr. 2; and $77.8 million in Yr. 3 to levelize the customer bill impact. New rates were effective as of November 1, 2023. CECONY began billing customers at the new levelized rate in December 2023.

(b)Amounts reflect amortization of the tax savings under the TCJA for the unprotected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s steam customers (the entire $24 million in Yr.1), the protected portion of the regulatory liability for excess deferred income taxes allocable to CECONY’s steam customers over the remaining lives of the related assets ($3 million in Yr. 1; $5 million in Yr. 2; and $6 million in Yr. 3) and the non-plant portion of the regulatory asset for deficient deferred income taxes allocable to CECONY’s steam customers (the entire $11 million in Yr.1).

(c)CECONY will defer the difference between its actual write-offs of uncollectible expenses and late payment fees (from January 1, 2020 through October 31, 2026) to amounts reflected in rates, with recovery/refund from or to customers via surcharge/sur-credit. Surcharge recoveries for write-offs of uncollectible expenses and late payment fees will each be subject to an annual cap that produces no more than a half percent (0.5 percent) total customer bill impact (estimated to be $2.5 million, $3.0 million, $3.5 million for Yr. 1, Yr. 2 and Yr. 3, respectively). Amounts in excess of the annual surcharge cap in a specific year may be rolled forward for recovery and will count towards the following year’s surcharge cap. Amounts in excess of the surcharge cap will be deferred as a regulatory asset for recovery in CECONY’s next steam base rate case.

(d)Deferrals for property taxes are limited to 90 percent of the difference from amounts reflected in rates, subject to an annual maximum for the remaining difference of not more than a maximum number of basis points impact on return on common equity (Yr. 1 – 10.0 basis points; Yr. 2 – 7.5 basis points; and Yr. 3 – 5.0 basis points), with recovery/refund from or to customers via surcharge/sur-credit. Surcharge recoveries will be subject to an annual cap that produces no more than a half percent (0.5 percent) total customer bill impact (estimated to be $2.5 million, $3.0 million, $3.5 million for Yr. 1, Yr. 2 and Yr. 3, respectively). Amounts in excess of the annual surcharge cap in a specific year may be rolled forward for recovery and will count towards the following year’s surcharge cap. Amounts in excess of the surcharge cap will be deferred as a regulatory asset for recovery in CECONY’s next steam base rate case.

(e)In general, if actual expenses for municipal infrastructure support (other than company labor) are below the amounts reflected in rates, CECONY will defer the difference for credit to customers, and if the actual expenses are above the amount reflected in rates, CECONY will defer for recovery from customers 80 percent of the difference subject to a maximum deferral, subject to certain conditions, of 30 percent of the amount reflected in the rate plan.

(f)In addition, the NYSPSC continues its focused operations audit to investigate CECONY's financial accounting for income taxes. Any NYSPSC ordered adjustment to CECONY’s financial accounting for income taxes is expected to be refunded to or collected from customers, as determined by the NYSPSC. See "Other Regulatory Matters," below.

(g)Rates determined pursuant to this rate plan were in effect until October 31, 2023. 2023 or Yr. 10 represents a partial year commencing January 1, 2023 through October 31, 2023.

(h)The impact of these base rate changes was deferred which resulted in an $8 million regulatory liability at December 31, 2016.

(i)Deferrals for property taxes are limited to 90 percent of the difference from amounts reflected in rates, subject to an annual maximum for the remaining difference of not more than a 10 basis point impact on return on common equity.

(j)Calculated in accordance with the earnings calculation method prescribed in the rate order.

121CON EDISON ANNUAL REPORT 2025
O&R New York – Electric
Effective periodJanuary 2022 – December 2024January 2025 – December 2027
Base rate changesYr. 1 – $4.9 million (a) Yr. 2 – $16.2 million (a) Yr. 3 – $23.1 million (a)Yr. 1 – $(13.1) million (b) Yr. 2 – $24.8 million (b) Yr. 3 – $44.1 million (b)
Amortizations to income of net regulatory (assets) and liabilitiesYr. 1 – $11.8 million (c) Yr. 2 – $13.5 million (c) Yr. 3 – $15.2 million (c)Yr. 1 – $(4.5) million Yr. 2 – $(5.4) million Yr. 3 – $(6.4) million
Other revenue sourcesPotential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 – $3.3 million Yr. 2 – $2.3 million Yr. 3 – $4.0 million In 2022, 2023 and 2024, the company recorded $2.7 million, $1.5 million and $2.6 million of earnings adjustment mechanism incentives for energy efficiency, respectively.Potential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 – $3.9 million Yr. 2 – $4.7 million Yr. 3 – $5.8 million In 2025, the company recorded $0.8 million of earnings adjustment mechanism incentives for energy efficiency.
Revenue decoupling mechanismsContinuation of reconciliation of actual to authorized electric delivery revenues. In 2022 and 2023, the company deferred $6.9 million and $3.4 million as regulatory assets, respectively. In 2024, the company deferred $18.6 million as regulatory liabilities.Continuation of reconciliation of actual to authorized electric delivery revenues. In 2025, the company deferred $(11.3) million as regulatory liabilities.
Recoverable energy costsContinuation of current rate recovery of purchased power and fuel costs.Continuation of current rate recovery of purchased power and fuel costs.
Negative revenue adjustmentsPotential charges if certain performance targets relating to service, reliability and other matters are not met: Yr. 1 - $4.3 million Yr. 2 - $4.4 million Yr. 3 - $5.1 million In 2022, 2023 and 2024, the company did not record any negative revenue adjustments.Potential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 – $7.6 million Yr. 2 – $8.5 million Yr. 3 – $11.5 million In 2025, the company did not record any negative revenue adjustments.
Regulatory reconciliationsReconciliation of late payment charges (d) and reconciliation of expenses for pension and other postretirement benefits, environmental remediation costs, property taxes (e), energy efficiency program (f), major storms, uncollectible expenses and certain other costs to amounts reflected in rates (g). In 2022 and 2023, the company deferred $9.4 million and $15.4 million as net regulatory liabilities, respectively. In 2024, the company deferred $10.2 million as net regulatory assets.Reconciliation of expenses for pension and other postretirement benefits, environmental remediation costs, property taxes (e), energy efficiency program (h), major storms, low-income bill credits, uncollectible expenses (i), late payment charges (i), and certain other costs to amounts reflected in rates. In 2025, the company deferred $8.9 million as net regulatory assets.
Net utility plant reconciliationsTarget levels reflected in rates: Electric average net plant target Yr. 1 - $1,175 million Yr. 2 - $1,198 million Yr. 3 - $1,304 million The company did not record any regulatory liabilities in 2022, 2023 and 2024.Target levels reflected in rates: Electric average net plant target Yr. 1 – $1,398 million Yr. 2 – $1,471 million Yr. 3 – $1,737 million The company did not record any regulatory liabilities in 2025.
Average rate baseYr. 1 – $1,021 million Yr. 2 – $1,044 million Yr. 3 – $1,144 millionYr. 1 – $1,293 million Yr. 2 – $1,393 million Yr. 3 – $1,646 million
Weighted average cost of capital (after-tax)Yr. 1 – 6.77 percent Yr. 2 – 6.73 percent Yr. 3 – 6.72 percentYr. 1 – 7.25 percent Yr. 2 – 7.28 percent Yr. 3 – 7.31 percent
Authorized return on common equity9.2 percent9.75 percent
Actual return on common equity (k)Yr. 1 – 8.96 percent Yr. 2 – 8.73 percent Yr. 3 – 9.86 percentYr. 1 – 8.98 percent
CON EDISON ANNUAL REPORT 2025122
Earnings sharingMost earnings above an annual earnings threshold of 9.7 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2022 and 2023, earnings did not exceed the earnings threshold. In 2024, actual earnings were $1.2 million above the threshold.Most earnings above an annual earnings threshold of 10.25 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2025, the company had no earnings above the threshold.
Cost of long-term debtYr. 1 – 4.58 percent Yr. 2 – 4.51 percent Yr. 3 – 4.49 percentYr. 1 – 4.95 percent Yr. 2 – 5.01 percent Yr. 3 – 5.08 percent
Common equity ratio48 percent48 percent

a.The base rate changes will be implemented with increases of: Yr. 1 - $11.7 million; Yr. 2 - $11.7 million; and Yr. 3 - $11.7 million.

b.The base rate changes will be implemented with no change in Yr. 1 and increases of $17.7 million in each of Yr. 2 and Yr. 3.

c.Reflects amortization of, among other things, previously incurred incremental deferred storm costs over a five-year period.

d.The rate plan includes certain COVID-19 provisions, such as: recovery of 2020 late payment charges over three years ($2.2 million); reconciliation of late payment charges to amounts reflected in rates for years 2021 through 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity; and reconciliation of write-offs of customer accounts receivable balances to amounts reflected in rates from January 1, 2020 through December 31, 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity.

e.Deferrals for property taxes are limited to 90 percent of the difference from amounts reflected in rates, subject to an annual maximum for the remaining difference of not more than a maximum number of basis points impact on return on common equity: Yr. 1 - 10.0 basis points; Yr. 2 - 7.5 basis points; and Yr. 3 - 5.0 basis points.

f.Energy efficiency costs are expensed as incurred. Such costs are subject to a cumulative reconciliation that is evenly distributed over the term of the rate plan subject to the caps set forth in the January 2020 NYSPSC New Efficiency New York (“NENY”) order. If the NYSPSC modifies O&R's NENY budgets during the rate term, such modifications will be reflected at the time of the cumulative reconciliations.

g.In addition, the New York State Department of Public Service (NYSDPS) continues its focused operations audit to investigate O&R’s financial accounting for income taxes. Any NYSPSC ordered adjustment to O&R’s financial accounting for income taxes is expected to be refunded to or collected from customers, as determined by the NYSPSC. See "Other Regulatory Matters," below.

h.Energy efficiency costs are deferred as regulatory assets and amortized over a 15-year period. Balances are reconciled to the revenue requirement effect of actual level of cost incurred to the rate plan targets. If the NYSPSC authorizes modified energy efficiency spending budgets over the course of the rate plan, O&R will defer the impact of any variance between the level in rates and the authorized budgets for collection or refund to customers in the next base rate case.

i.Reconciliation of uncollectible expenses and late payment charges are subject to a combined annual threshold of $0.9 million. Once the threshold is met, O&R will defer the variance between actual uncollectible expense and late payment charge, and the level set forth in rates that is above the threshold. Recovery/refunds will be made via surcharge/sur-credit. Surcharge recovery is subject to an annual cap that produces no more than a 0.5 percent total customer bill impact.

j.Calculated in accordance with the earnings calculation method prescribed in the rate order.

123CON EDISON ANNUAL REPORT 2025
O&R New York – Gas
Effective periodJanuary 2022 – December 2024January 2025 – December 2027
Base rate changesYr. 1 – $0.7 million (a) Yr. 2 – $7.4 million (a) Yr. 3 – $9.9 million (a)Yr. 1 – $3.6 million (b) Yr. 2 – $18.0 million (b) Yr. 3 – $16.5 million (b)
Amortization to income of net regulatory (assets) and liabilitiesYr. 1 – $0.8 million Yr. 2 – $0.7 million Yr. 3 – $0.3 millionYr. 1 – $8.4 million Yr. 2 – $8.2 million Yr. 3 – $8.0 million
Other revenue sourcesPotential earnings adjustment mechanism incentives for energy efficiency and other potential incentives of up to: Yr. 1 - $0.2 million Yr. 2 - $0.2 million Yr. 3 - $0.4 million Potential positive rate adjustment for gas safety and performance of up to: Yr. 1 – $1.2 million Yr. 2 – $1.3 million Yr. 3 – $1.4 million In 2022, 2023 and 2024, the company recorded $0.2 million, immaterial amounts, and $1.4 million of earnings adjustment mechanism incentives for energy efficiency, respectively. In 2022, 2023 and 2024 the company recorded $0.2 million, $0.2 million, and $0.3 million of positive incentives, respectively.Potential positive rate adjustment for gas safety and performance of up to: Yr. 1 – $1 million Yr. 2 – $1.1 million Yr. 3 – $1.2 million In 2025, the company recorded $0.3 million of earnings adjustment mechanism incentives for energy efficiency. In 2025, the company recorded no positive incentives.
Revenue decoupling mechanismsContinuation of reconciliation of actual to authorized gas delivery revenues. In 2022, 2023 and 2024, the company deferred $2 million, $7.6 million and $20.6 million as regulatory assets, respectively.Continuation of reconciliation of actual to authorized gas delivery revenues. In 2025 the company deferred $5.9 million as regulatory assets.
Recoverable energy costsContinuation of current rate recovery of purchased gas costs.Continuation of current rate recovery of purchased gas costs.
Negative revenue adjustmentsPotential charges if performance targets relating to service, safety and other matters are not met: Yr. 1 – $6.3 million Yr. 2 – $6.7 million Yr. 3 – $7.3 million In 2022, the company recorded $0.1 million and immaterial amounts in 2023 and 2024 of negative revenue adjustments, respectively.Potential charges if certain performance targets relating to service, reliability, safety and other matters are not met: Yr. 1 – $8.4 million Yr. 2 – $9.4 million Yr. 3 – $11.1 million In 2025, the company recorded no negative revenue adjustments.
Regulatory reconciliationsReconciliation of late payment charges (c) and reconciliation of expenses for pension and other postretirement benefits, environmental remediation costs, property taxes (d), energy efficiency program (e), major storms, uncollectible expenses and certain other costs to amounts reflected in rates. In 2022 and 2023, the company deferred $3.4 million and $12.1 million as net regulatory assets, respectively. In 2024, the company deferred $5.1 million as net regulatory liabilities.Reconciliation of expenses for pension and other postretirement benefits, environmental remediation costs, property taxes (d), energy efficiency program (f), low-income bill credits, uncollectible expenses (g), late payment charges (g), and certain other costs to amounts reflected in rates. In 2025, the company deferred $4.4 million as net regulatory assets.
Net utility plant reconciliationsTarget levels reflected in rates: Gas average net plant target Yr. 1 – $720 million Yr. 2 – $761 million Yr. 3 – $803 million The company did not record any regulatory liabilities in 2022, 2023 and 2024.Target levels reflected in rates: Gas average net plant target Yr. 1 – $877 million Yr. 2 – $934 million Yr. 3 – $1,010 million The company did not record any regulatory liabilities in 2025.
Average rate baseYr. 1 – $566 million Yr. 2 – $607 million Yr. 3 – $694 millionYr. 1 – $720 million Yr. 2 – $791 million Yr. 3 – $863 million
Weighted average cost of capital (after-tax)Yr. 1 – 6.77 percent Yr. 2 – 6.73 percent Yr. 3 – 6.72 percentYr. 1 – 7.25 percent Yr. 2 – 7.28 percent Yr. 3 – 7.31 percent
Authorized return on common equity9.2 percent9.75 percent
CON EDISON ANNUAL REPORT 2025124
Actual return on common equity (h)Yr. 1 – 10.01 percent Yr. 2 – 10.40 percent Yr. 3 – 9.91 percentYr. 1 - 9.63 percent
Earnings sharingMost earnings above an annual earnings threshold of 9.7 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2022, 2023 and 2024, actual earnings were $1.1 million, $2.8 million and $0.9 million above the threshold, respectively.Most earnings above an annual earnings threshold of 10.25 percent are to be applied to reduce regulatory assets for environmental remediation and other costs accumulated in the rate year. In 2025,the company had no earnings above the threshold.
Cost of long-term debtYr. 1 – 4.58 percent Yr. 2 – 4.51 percent Yr. 3 – 4.49 percentYr. 1 – 4.95 percent Yr. 2 – 5.01 percent Yr. 3 – 5.08 percent
Common equity ratio48 percent48 percent

(a)The gas base rate changes were implemented with increases of: Yr. 1 - $4.4 million; Yr. 2 - $4.4 million; and Yr. 3 - $4.4 million.

(b)The gas base rate changes will be implemented with increases of: Yr. 1 – $10.4 million; Yr. 2 - $10.4 million; and Yr. 3 -$10.4 million.

(c)The rate plan includes certain COVID-19 provisions, such as: recovery of 2020 late payment charges over three years ($0.6 million); reconciliation of late payment charges to amounts reflected in rates for years 2021 through 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity; and reconciliation of write-offs of customer accounts receivable balances to amounts reflected in rates from January 1, 2020 through December 31, 2024, with full recovery/refund via surcharge/sur-credit once the annual variance equals or exceeds 5 basis points of return on equity.

(d)Deferrals for property taxes are limited to 90 percent of the difference from amounts reflected in rates, subject to an annual maximum for the remaining difference of not more than a maximum number of basis points impact on return on common equity: Yr. 1 - 10.0 basis points; Yr. 2 - 7.5 basis points; and Yr. 3 - 5.0 basis points.

(e)Energy efficiency costs are expensed as incurred. Such costs are subject to a cumulative reconciliation that is evenly distributed over the term of the rate plan subject to the caps set forth in the January 2020 NYSPSC NENY order. If the NYSPSC modifies O&R's NENY budgets during the rate term, such modifications will be reflected at the time of the cumulative reconciliations.

(f)Energy efficiency costs are deferred as regulatory assets and amortized over a 15-year period. Balances are reconciled to the revenue requirement effect of actual level of cost incurred to the rate plan targets. If the NYSPSC authorizes modified energy efficiency spending budgets over the course of the rate plan, O&R will defer the impact of any variance between the level in rates and the authorized budgets for collection or refund to customers in the next base rate case.

(g)Reconciliation of uncollectible expenses and late payment charges are subject to a combined annual threshold of $0.5 million. Once the threshold is met, O&R will defer the variance between actual uncollectible expense and late payment charge, and the level set forth in rates that is above the threshold. Recovery/refunds will be made via surcharge/sur-credit. Surcharge recovery is subject to an annual cap that produces no more than a 0.5 percent total customer bill impact.

(h)Calculated in accordance with the earnings calculation method prescribed in the rate order.

125CON EDISON ANNUAL REPORT 2025

Rockland Electric Company (RECO)

In December 2021, the NJBPU approved an electric rate increase, effective January 1, 2022, of $9.65 million for RECO. The following table contains a summary of the terms of the distribution rate plans.

RECO
Effective periodJanuary 2022
Base rate changes$9.65 million
Amortization to income of net regulatory (assets) and liabilities$0.2 million over three years and $9.2 million of deferred storm costs over a three-year period (excluding $2.4 million of costs for Tropical Storm Henri which will be deferred over a three-year period in base rates) and continuation of $10 million over three years
Recoverable energy costsCurrent rate recovery of purchased power costs.
Cost reconciliationsReconciliation of uncollectible accounts, Demand Side Management and Clean Energy Program.
Average rate base$262.8 million
Weighted average cost of capital (after-tax)7.08 percent
Authorized return on common equity9.6 percent
Actual return on common equityYr. 1 - 9.6 percent Yr. 2 - 9.7 percent Yr. 3 - 8.3 percent Yr. 4 - 7.5 percent
Cost of long-term debt4.74 percent
Common equity ratio48.51 percent

Effective July 2021, the NJBPU authorized a conservation incentive program for RECO, that covers all residential and most commercial customers, under which RECO’s actual electric distribution revenues are compared with the authorized distribution revenues and the difference accrued, with interest, for refund to, or recovery from, customers, as applicable. The conservation incentive program is not permitted if RECO’s actual return on equity exceeds the approved base rate filing return on equity by 50 basis points or more.

In December 2022, the NJBPU authorized a $47.8 million Infrastructure Investment Program (IIP) over a five-year period (2023 – 2027). RECO’s IIP provides accelerated infrastructure investments to enhance safety, reliability, and resiliency.

In November 2024, RECO filed a petition with the NJBPU for an order authorizing RECO to defer incremental preparation costs of $5 million associated with six storms that occurred during 2023 and 2024 until RECO’s next base rate case. In August 2025, the NJBPU issued an order authorizing RECO to defer such costs. The prudence of these costs, the manner and time period of recovery, along with carrying costs, are being considered in RECO’s next base rate case.

In September and October 2025, RECO issued credits of $6.6 million in aggregate to its residential electric

customers pursuant to an order issued by the NJBPU that established a residential universal bill credit funded by

New Jersey.

In October 2025, RECO further updated its June and August 2025 requests to the NJBPU for an electric rate increase, effective January 1, 2026. The company increased its requested rate increase to $31.8 million and changed the common equity ratio to 50.04 percent. The October 2025 updated filing

continues to reflect a return on common equity of 10.30 percent.

Other Regulatory Matters

In January 2023, CECONY initiated a review of welds on certain gas and steam mains following the company’s discovery of a leak from a gas main weld in Queens, New York. During the course of its review thus far, CECONY discovered non-conforming gas and steam main welds. The non-conforming welds are not expected to have a significant impact on operations. New York regulations require utilities to perform and record weld films for certain gas and steam main welds. Upon reviewing these films, CECONY determined that in some instances third-party contractors engaged in misconduct by substituting duplicate weld films for different welds, while another third-party

CON EDISON ANNUAL REPORT 2025126

contractor had created poor quality weld films. CECONY voluntarily disclosed its initial review and findings to the NYSDPS which, in turn, initiated its own investigation into CECONY’s compliance with weld requirements under the New York State Public Service Law and the prudence of CECONY’s oversight of the weld testing process that could result in adverse regulatory action against the company. CECONY continues to investigate this matter, is remediating and monitoring non-conforming welds and continues to cooperate with the NYSDPS in its investigation. During the time period CECONY disclosed the issue to the NYSDPS, it also reported the contractors’ misconduct to law enforcement. In August 2025, two employees of the third-party contractors were indicted in the U.S. District Court for the Southern District of New York for wire fraud arising out of their scheme to defraud CECONY. Given the nature of the non-conforming welds identified, CECONY does not anticipate significant impact to the operation of its gas and steam mains. CECONY's authorized rate plan for the three-year period January 2026 through December 2028 provides that $33.3 million in annual gas revenue requirement ($100 million in aggregate from 2026 through 2028) will be recovered through a rate adjustment mechanism that is subject to refund to customers relating to this matter. See “Rate Plans,” above. CECONY is unable to estimate the amount or range of its possible loss related to this matter.

In January 2018, the NYSPSC issued an order initiating a 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. As a result of such understatement, the Utilities accumulated significant income tax regulatory assets ($1,049 million and $10 million for CECONY and O&R, respectively, as of December 31, 2025 and $1,078 million and $14 million for CECONY and O&R, respectively, as of December 31, 2024) which are not earning a return. While the Utilities have properly calculated and paid their federal income taxes and there is no uncertain tax position related to this matter, this understatement of historical income tax expense materially reduced the amount of revenue collected from the Utilities' customers in the past relative to what it should have been. The Utilities’ rate plans have reflected the correct amount of federal income taxes recoverable from customers, including a proportionate recovery of the regulatory asset, beginning with O&R’s rate plans effective November 2015, CECONY’s electric and gas rate plans effective January 2017, and CECONY’s steam plan effective November 2023. As part of the audit, the Utilities plan to pursue a private letter ruling from the Internal Revenue Service (IRS) confirming that the Utilities’ inadvertent understatement of prior years’ income tax expense constitutes a normalization violation that can be cured through an increase in future years’ revenue requirements until such time as the regulatory asset is fully recovered in rates, and not through a write-down of all or a portion of the Utilities’ regulatory asset. Under Accounting Standards Codification Topic (ASC) 740, the Utilities recorded an unfunded deferred federal income tax liability (with a gross-up amount) and a corresponding regulatory asset. The income tax regulatory assets are netted against the related regulatory liability for future income tax and are shown in the line “Future income tax” in the following table of Regulatory Assets and Liabilities and on the Companies’ consolidated balance sheets in the line “Regulatory liabilities.” Management’s assessment is that the income tax regulatory assets as of December 31, 2025 are probable of collection through future rates. The IRS provides safe harbor relief for inadvertent normalization violations through the jurisdictional rate setting process of including in rates adequate revenue to fully recover the deferred tax balance. However, the Utilities would record a liability or impair a portion of the regulatory assets associated with this understatement if the NYSPSC were to issue an order that required the Utilities to write off all or a portion of their existing regulatory asset. The Utilities are unable to estimate the amount or range of their possible loss, if any, related to this matter. At December 31, 2025, the Utilities had not accrued a liability related to this matter.

127CON EDISON ANNUAL REPORT 2025

Regulatory Assets and Liabilities

Regulatory assets and liabilities at December 31, 2025 and 2024 were comprised of the following items:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Regulatory assets
Energy efficiency and other clean energy programs (a)$1,994$1,689$1,893$1,601
Customer account deferrals (b)1,0891,0731,0841,058
Environmental investigation and remediation costs1,0791,038987952
Revenue taxes638540611517
Legacy meters (c)382413370398
Property tax reconciliation (d)10113197131
Deferred storm costs (e)85147153
Deferred derivative losses-long-term181061594
Unrecognized pension and other postretirement costs4———
MTA power reliability deferral (f)—31—31
Pension and other postretirement benefits deferrals—2—2
Other209353177321
Regulatory assets - noncurrent5,5995,5235,2355,158
Deferred derivative losses - short term971029092
Recoverable energy cost639514
Regulatory assets - current10314195106
Total Regulatory Assets$5,702$5,664$5,330$5,264
Regulatory liabilities
Allowance for cost of removal less salvage (g)$1,686$1,527$1,468$1,322
Future Income Tax*1,1201,2241,0151,112
Unrecognized Other Postretirement Benefit Cost (h)8731,054806984
Net unbilled revenue deferrals397436397436
Pension and Other Postretirement Employee Benefit Deferrals356368313304
Late Payment Charge Deferral192231191224
Deferred derivative gains – long term11981096
System benefit charge carrying charge108115100110
Storm reserve passback80—80—
Settlement of prudence proceeding (i)810810
Other435471392432
Regulatory liabilities - noncurrent5,3745,4444,8794,940
Deferred derivative gains1652515222
Refundable energy costs current71595318
Revenue decoupling mechanism liabilities1318——
Regulatory liabilities - current24910220540
Total Regulatory Liabilities$5,623$5,546$5,084$4,980
  • See "Federal Income Tax" in Note A, "Other Regulatory Matters," above, and Note L.

(a) Energy Efficiency and Other Clean Energy Programs represent programs designed to increase energy efficiency achievements and other clean energy transformation efforts.

(b) Customer account deferrals include (1) the amount to be collected from customers related to the Emergency Summer Cooling Credits program for CECONY, (2) deferrals under CECONY and O&R's electric and gas rate plans for the reconciliation of write-offs of customer accounts receivable balances to amounts reflected in rates as well as for increases to the allowance for uncollectible accounts receivable and (3) deferral related to the arrears relief programs. Amounts deferred under the arrears relief programs were $262.9 million and $0.8 million for CECONY and O&R at December 31, 2025, respectively, and $323.7 million and $1.4 million at December 31, 2024, respectively, and receive a return at the pre-tax weighted average cost of capital.

(c) Pursuant to their rate plans, CECONY and O&R are recovering the costs of legacy meters over a 15-year period beginning January 1, 2024 and a 12-year period beginning January 1, 2022, respectively.

(d) Property tax reconciliation represents the amount deferred between actual property taxes incurred and the level included in rates subject to the provisions of the respective rate plans.

(e) Deferred storm costs represent response and restoration costs, other than capital expenditures, in connection with Tropical Storm Isaias and other major storms that were deferred by the Utilities.

(f) MTA power reliability deferral represents CECONY’s costs in excess of those reflected in its prior electric rate plan to take certain actions relating to the electrical equipment that serves the Metropolitan Transportation Authority (MTA) subway system. The company recovered this regulatory asset pursuant to its 2023-2025 rate plan. See footnote (b) to the CECONY - Electric table under “Rate Plans,” above.

CON EDISON ANNUAL REPORT 2025128

(g) Allowance for cost of removal less salvage represents cash previously collected from customers to fund future anticipated removal expenditures.

(h) Unrecognized pension and other postretirement costs represent the deferrals associated with the accounting rules for retirement benefits. See "Pension and Other Postretirement Benefits" in Note A.

(i) Settlement of prudence proceeding represents the remaining amount to be credited to customers pursuant to a Joint Proposal, approved by the NYSPSC in April 2016, with respect to the prudence of certain CECONY expenditures and related matters.

The NYSPSC has authorized CECONY to accrue unbilled electric, gas and steam revenues. CECONY has deferred the differences between unbilled revenues and energy costs for the future benefit of customers by recording a regulatory liability of $397 million and $436 million at December 31, 2025 and 2024, respectively.

In general, the Utilities receive or are being credited with a return at the Other Customer-Provided Capital rate for regulatory assets that have not been included in rate base, and receive or are being credited with a return at the pre-tax weighted average cost of capital once the asset is included in rate base. Similarly, the Utilities pay to or credit customers with a return at the Other Customer-Provided Capital rate for regulatory liabilities that have not been included in rate base, and pay to or credit customers with a return at the pre-tax weighted average cost of capital once the liability is included in rate base. The Other Customer-Provided Capital rate for the years ended December 31, 2025 and 2024 was 4.75 percent and 5.95 percent, respectively.

In general, the Utilities are receiving or being credited with a return on their regulatory assets for which a cash outflow has been made ($3,421 million and $3,262 million for Con Edison, and $3,193 million and $3,024 million for CECONY at December 31, 2025 and 2024, respectively). Regulatory assets of RECO for which a cash outflow has been made ($41 million and $28 million at December 31, 2025 and 2024, respectively) are not receiving or being credited with a return. RECO recovers regulatory assets over a period of up to four years or until they are addressed in its next base rate case in accordance with the rate provisions approved by the NJBPU. Regulatory liabilities are treated in a consistent manner.

Regulatory assets that represent future financial obligations and were deferred in accordance with the Utilities’ rate plans or orders issued by state regulators do not earn a return until such time as a cash outlay has been made. Regulatory liabilities are treated in a consistent manner. At December 31, 2025 and 2024, regulatory assets for Con Edison and CECONY that did not earn a return consisted of the following items:

Regulatory Assets Not Earning a Return*

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Environmental investigation and remediation costs$1,072$1,037$980$942
Revenue taxes621567595543
UB deferral for uncollectible accounts receivable427551426541
Deferred derivative losses - short-term971029092
Deferred derivative losses - long-term181061594
Unrecognized pension and other postretirement costs4———
Other42393128
Total$2,281$2,402$2,137$2,240

*This table presents regulatory assets not earning a return for which no cash outlay has been made.

The recovery periods for regulatory assets for which a cash outflow has not been made and that do not earn a return have not yet been determined, except as noted below, and are expected to be determined pursuant to the Utilities’ future rate plans to be filed or orders issued by the state regulators in connection therewith.

The deferral for revenue taxes represents the New York State metropolitan transportation business tax surcharge on the cumulative temporary differences between the book and tax basis of assets and liabilities of the Utilities, as well as the difference between taxes collected and paid by the Utilities to fund mass transportation. The Utilities recover the majority of the revenue taxes over the remaining book lives of the electric and gas plant assets, as well as the steam plant assets for CECONY.

129CON EDISON ANNUAL REPORT 2025

The Utilities recover deferred derivative losses - short-term within one year, and long-term generally within three years.

The Utilities recover unrecognized pension and other postretirement costs over 10 years, and the portion of investment gains or losses is recognized in expense over 15 years, pursuant to NYSPSC policy.

Note C – Capitalization

Common Stock

Con Edison is authorized to issue 500,000,000 shares of its common stock and CECONY is authorized to issue 340,000,000 of its common stock. At December 31, 2025 and 2024, 361,121,447 and 346,597,693 shares, respectively, of Con Edison common stock were outstanding. At December 31, 2025 and 2024, 235,488,094 million shares of CECONY common stock were outstanding, all of which were owned by Con Edison. At December 31, 2025 and 2024, Con Edison had 33,753,963 treasury shares, including 21,976,200 shares of Con Edison common stock that CECONY purchased prior to 2001 in connection with Con Edison’s stock repurchase plan and 10,543,263 common shares of Con Edison purchased in 2023 in connection with Con Edison's accelerated share repurchase agreements. CECONY presents in the financial statements the cost of the Con Edison common stock it owns as a reduction of common shareholder’s equity.

In March 2025, Con Edison issued 7,000,000 shares of its common stock for approximately $677 million upon physical settlement of a forward sale agreement entered into by the company in December 2024. Also in March 2025, Con Edison issued 6,300,000 shares of its common stock resulting in net proceeds of approximately $631 million.

Capitalization of Con Edison

At December 31, 2025 and 2024, Con Edison's capitalization shown on its Consolidated Statement of Capitalization includes its outstanding common stock and long-term debt and the outstanding long-term debt of the Utilities.

Dividends

In accordance with NYSPSC requirements, the dividends that the Utilities generally pay are limited to not more than 100 percent of their respective income available for dividends calculated on a two–year rolling average basis. See Note U. Excluded from the calculation of “income available for dividends” are non-cash charges to income resulting from accounting changes or charges to income resulting from significant unanticipated events. The restriction also does not apply to dividends paid in order to transfer to Con Edison proceeds from major transactions, such as asset sales, or to dividends reducing each utility subsidiary’s equity ratio to a level appropriate to its business risk.

Long-term Debt

Long-term debt maturing in the period 2026-2030 is as follows:

(Millions of Dollars)Con EdisonCECONY
2026$250$250
2027780700
2028800800
202944—
2030635600

At December 31, 2025 and December 31, 2024, long-term debt of CECONY included $225 million of tax–exempt debt issued through the New York State Energy Research and Development Authority (NYSERDA) that bore interest at a rate determined weekly and was subject to tender by bondholders for purchase by the company.

The carrying amounts and fair values of long-term debt at December 31, 2025 and 2024 are:

(Millions of Dollars)20252024
Long-Term Debt (including current portion) (a)Carrying AmountFair ValueCarrying AmountFair Value
Con Edison (b)$25,801$23,633$24,651$21,997
CECONY24,31022,29123,40920,915
CON EDISON ANNUAL REPORT 2025130

(a)Amounts shown are net of unamortized debt expense and unamortized debt discount of $249 million and $240 million for Con Edison and CECONY, respectively, as of December 31, 2025 and $249 million and $241 million for Con Edison and CECONY, respectively, as of December 31, 2024.

(b)Amounts shown exclude $59 million of debt as of December 31, 2024 for Broken Bow II, a deferred project that was classified as held for sale as of December 31, 2024. The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025.

The fair values of the Companies' long-term debt have been estimated primarily using available market information and at December 31, 2025 are classified as Level 2 liabilities (see Note R).

Significant Debt Covenants

The significant debt covenants under the financing arrangements for the Companies' debentures include obligations to pay principal and interest when due and covenants not to consolidate with or merge into any other entity unless certain conditions are met. The Companies' debentures have no cross default provisions. The tax–exempt financing arrangements of CECONY are subject to covenants for the debentures discussed above and the covenants discussed below. The Companies were in compliance with their significant debt covenants at December 31, 2025.

The tax-exempt financing arrangements involved the issuance of uncollateralized promissory notes of CECONY to NYSERDA in exchange for the net proceeds of a like amount of tax–exempt bonds with substantially the same terms sold to the public by NYSERDA. The tax-exempt financing arrangements include covenants with respect to the tax–exempt status of the financing, including covenants with respect to the use of the facilities financed. The arrangements include provisions for the maintenance of liquidity and credit facilities, the failure to comply with which would, except as otherwise provided, constitute an event of default for the debt to which such provisions applied.

The failure to comply with debt covenants would, except as otherwise provided, constitute an event of default for the debt to which such provisions applied. If an event of default were to occur, the principal and accrued interest on the debt to which such event of default applied and, in the case of the Con Edison notes, a make-whole premium might and, in the case of certain events of default would, become due and payable immediately.

The liquidity and credit facilities currently in effect for the tax–exempt financing include covenants that the ratio of debt to total capital of CECONY will not at any time exceed 0.65 to 1 and that, subject to certain exceptions, CECONY will not mortgage, lien, pledge or otherwise encumber its assets. Certain of the facilities also include as events of default, defaults in payments of other debt obligations in excess of $100 million.

Note D – Short-Term Borrowing

In March 2023, Con Edison and the Utilities entered into a $2,500 million credit agreement that replaced a December 2016 credit agreement, under which banks are committed to provide loans and letters of credit on a revolving credit basis. In March 2024, Con Edison and the Utilities entered into a First Amendment to Credit Agreement (as so amended, the Credit Agreement) that, among other things, amended the mechanics relating to determining the interest rate to be paid with respect to a “Term SOFR Loan.” The Credit Agreement expires in March 2029, unless extended for up to one additional one-year term. There is a maximum of $2,500 million of credit available to CECONY and $800 million (subject to increase up to $1,000 million) available to Con Edison, including up to $900 million of letters of credit. The Companies have not borrowed under the Credit Agreement. The Credit Agreement supports the Companies’ commercial paper programs. Loans and letters of credit issued under the Credit Agreement may also be used for other general corporate purposes. Any borrowings under the Credit Agreement would generally be at variable interest rates.

In March 2025, CECONY entered into a 364-Day Revolving Credit Agreement (the CECONY Credit Agreement) that replaced a March 2024 CECONY 364-Day Credit Agreement, under which banks are committed to provide loans up to $500 million on a revolving credit basis. The CECONY Credit Agreement expires in March 2026 and supports CECONY’s commercial paper program. Loans issued under the CECONY Credit Agreement may also be used for other general corporate purposes. Any borrowings under the CECONY Credit Agreement would generally be at variable interest rates.

At December 31, 2025, Con Edison had $1,575 million of commercial paper outstanding, of which $1,240 million was outstanding under CECONY’s program. The weighted average interest rate at December 31, 2025 was 3.9 percent for both Con Edison and CECONY. At December 31, 2024, Con Edison had $2,170 million of commercial paper outstanding of which $1,694 million was outstanding under CECONY’s program. The weighted average interest rate at December 31, 2024 was 4.7 percent for both Con Edison and CECONY.

131CON EDISON ANNUAL REPORT 2025

At December 31, 2025 and 2024, no loans or letters of credit were outstanding under the Credit Agreement and no loans were outstanding under the CECONY Credit Agreement.

The banks’ commitments under the Credit Agreement and the CECONY Credit Agreement are subject to certain conditions, including that there be no event of default or event which with notice or the lapse of time would become an event of default with respect to any company. The commitments are not subject to maintenance of credit rating levels or the absence of a material adverse change. Upon a change of control of, or upon an event of default by one of the Companies under the Credit Agreement or by CECONY under the CECONY Credit Agreement, the banks may terminate their commitments with respect to that company, declare any amounts owed by that company immediately due and payable and for the Credit Agreement, require that company to provide cash collateral relating to the letters of credit issued for it under the Credit Agreement. Events of default for a company include, among other things, that company exceeding at any time of a ratio of consolidated debt to consolidated total capital of 0.65 to 1 (at December 31, 2025 this ratio was 0.54 to 1 for Con Edison and 0.55 to 1 for CECONY); that company having liens on its assets in an aggregate amount exceeding 10 percent of its consolidated net tangible assets, subject to certain exceptions; that company or any of its material subsidiaries failing to make one or more payments in respect of material financial obligations (in excess of an aggregate $150 million of debt or derivative obligations other than non-recourse debt) of that company; the occurrence of an event or condition which results in the acceleration of the maturity of any material debt (in excess of an aggregate $150 million of debt other than non-recourse debt) of that company or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default. Interest and fees charged for the revolving credit facilities and any loans made or letters of credit issued under the Credit Agreement reflect the Companies’ respective credit ratings. The Companies were in compliance with their significant debt covenants at December 31, 2025.

In November 2025, CECONY repaid at maturity $700 million pursuant to a 364-Day Senior Unsecured Delayed Draw Term Loan Credit Agreement entered into by the company in November 2024.

Also in November 2025, CECONY borrowed $500 million, at a variable rate under a 364-Day Senior Unsecured Term Loan Credit Agreement entered into by the company in November 2025 (the CECONY Term Loan Credit Agreement). The term loans mature in November 2026. CECONY has the option to prepay the term loans issued under the CECONY Term Loan Credit Agreement prior to maturity. CECONY intends to use borrowings under the CECONY Term Loan Credit Agreement for general corporate purposes.

Upon a change of control of CECONY or Con Edison, or upon an event of default by CECONY, the banks may declare the loans outstanding under the CECONY Term Loan Credit Agreement immediately due and payable. Events of default include, among other things, CECONY exceeding at any time a ratio of consolidated debt to consolidated total capital of 0.65 to 1; CECONY or its subsidiaries having liens on its or their assets in an aggregate amount exceeding 10 percent of CECONY’s consolidated net tangible assets; CECONY or its material subsidiaries failing to make one or more payments in respect of material financial obligations (in excess of $150 million in aggregate of debt or derivative obligations other than non-recourse debt); the occurrence of an event or condition which results in the acceleration of the maturity of any material debt (in excess of $150 million in aggregate of debt other than non-recourse debt) or enables the holders of such debt to accelerate the maturity thereof; and other customary events of default.

See Note U for information about short-term borrowing between related parties.

Note E – Pension Benefits

Con Edison maintains a tax-qualified, non-contributory pension plan, the Consolidated Edison Retirement Plan, that covers substantially all employees of CECONY, O&R and Con Edison Transmission. The plan is designed to comply with the Internal Revenue Code and the Employee Retirement Income Security Act of 1974. Con Edison also maintains additional non–qualified supplemental pension plans.

Total Periodic Benefit Credit

The components of the Companies’ total periodic benefit credit for 2025, 2024 and 2023 were as follows:

CON EDISON ANNUAL REPORT 2025132
Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
Service cost – including administrative expenses$167$177$161$158$167$151
Interest cost on projected benefit obligation675642649636604611
Expected return on plan assets(1,116)(1,129)(1,114)(1,066)(1,076)(1,061)
Recognition of net actuarial gain(265)(5)(232)(253)(7)(219)
Recognition of prior service credit(17)(17)(17)(20)(19)(19)
TOTAL PERIODIC BENEFIT CREDIT$(556)$(332)$(553)$(545)$(331)$(537)
Cost capitalized(92)(94)(81)(88)(90)(78)
Reconciliation to rate level(54)55282(55)43261
Total benefit recognized$(702)$(371)$(352)$(688)$(378)$(354)

Accounting rules require that components of net periodic benefit cost other than service cost be presented outside of operating income on consolidated income statements, and that only the service cost component is eligible for capitalization. Accordingly, the service cost components are included in the line "Other operations and maintenance" and the non-service cost components are included in the lines "Other income" or “Other deductions” in the Companies' consolidated income statements. The rules also require disclosure of the weighted-average interest crediting rate used for cash balance plans for all periods presented, and a narrative description of significant changes in the benefit obligation which are included below and, as applicable, in Note F.

Funded Status

The funded status at December 31, 2025, 2024 and 2023 was as follows:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year$12,141$12,712$12,113$11,435$11,977$11,395
Service cost – excluding administrative expenses162172156153162146
Interest cost on projected benefit obligation675642649636604611
Net actuarial loss (gain)422(557)599391(557)572
Plan amendments——3———
Benefits paid(883)(828)(808)(813)(751)(747)
PROJECTED BENEFIT OBLIGATION AT END OF YEAR$12,517$12,141$12,712$11,802$11,435$11,977
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year$15,278$15,404$14,979$14,591$14,674$14,248
Actual return on plan assets1,6427241,2611,5706911,201
Employer contributions562021531718
Benefits paid(883)(828)(808)(813)(751)(747)
Administrative expenses(41)(42)(49)(40)(40)(46)
FAIR VALUE OF PLAN ASSETS AT END OF YEAR$16,052$15,278$15,404$15,361$14,591$14,674
FUNDED STATUS$3,535$3,137$2,692$3,559$3,156$2,697
Unrecognized net gain$(673)($857)($757)$(663)($825)($705)
Unrecognized prior service credits(71)(88)(105)(84)(104)(124)
Accumulated benefit obligation$11,478$11,236$11,739$10,778$10,554$11,031

The increase in the pension funded status at December 31, 2025 for Con Edison and CECONY of $398 million and $403 million, respectively, compared with December 31, 2024, was primarily due to a return on plan assets that was greater than the expected rate of return, partially offset by an increase in the plan's projected benefit obligation as a result of a decrease in the discount rate. The increase in the pension funded status at December 31, 2024 for Con Edison and CECONY of $445 million and $459 million, respectively, compared with December 31, 2023, was primarily due to a decrease in the plan's projected benefit obligation as a result an increase in the discount rate. See below for further information on the change in the discount rate and determination of the discount rate assumption. For Con Edison, the 2025 increase in pension funded status asset corresponds with a decrease to regulatory accounts of $195 million for unrecognized net gains and unrecognized prior service credits associated with the Utilities consistent with the accounting rules for regulated operations, a debit to OCI of $17 million (net of taxes) for

133CON EDISON ANNUAL REPORT 2025

the unrecognized net gains, and an immaterial change to OCI (net of taxes) for the unrecognized prior service credits associated with certain employees of Con Edison Transmission and RECO who previously worked for the Utilities. For 2025, included within the funded status are noncurrent liabilities of $344 million and $317 million for Con Edison and CECONY, respectively, and current liabilities of $26 million and $23 million for Con Edison and CECONY, respectively. For 2024, included within the funded status are noncurrent liabilities of $319 million and $296 million for Con Edison and CECONY, respectively. For 2023, included within the funded status are noncurrent liabilities of $337 million and $313 million for Con Edison and CECONY, respectively.

For CECONY, the increase in pension funded status asset at December 31, 2025 corresponds with a decrease to regulatory liabilities of $180 million for unrecognized net gains and unrecognized prior service credits consistent with the accounting rules for regulated operations, and also a debit to OCI of $15 million (net of taxes) for unrecognized net gains, and an immaterial change to OCI (net of taxes) for the unrecognized prior service costs associated with certain employees of Con Edison Transmission who previously worked for CECONY.

At December 31, 2025 and 2024, Con Edison’s investments included $620 million and $583 million, respectively, held in external trust accounts for benefit payments pursuant to the supplemental retirement plans. Included in these amounts for CECONY were $598 million and $560 million, respectively. See Note R. The accumulated benefit obligations for the supplemental retirement plans for Con Edison and CECONY were $357 million and $331 million as of December 31, 2025, respectively, and $380 million and $354 million as of December 31, 2024, respectively.

Assumptions

The actuarial assumptions were as follows:

202520242023
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate5.50%5.70%5.15%
Interest crediting rate for cash balance plan4.50%4.30%4.20%
Rate of compensation increase
CECONY4.25%3.80%3.80%
O&R3.45%3.20%3.20%
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount rate5.70%5.15%5.45%
Interest crediting rate for cash balance plan4.30%4.20%4.00%
Expected return on plan assets6.75%6.75%6.75%
Rate of compensation increase
CECONY4.25%3.80%3.80%
O&R3.45%3.20%3.20%

The expected return assumption reflects anticipated returns on the plan’s current and future assets. The Companies’ expected return was based on an evaluation of the current environment, market and economic outlook, relationships between the economy and asset class performance patterns, and recent and long-term trends in asset class performance. The projections were based on the plan’s target asset allocation.

Discount Rate Assumption

To determine the assumed discount rate, the Companies use a model that discounts plan specific cash flows with corresponding spot rates on a yield curve and determines the single discount rate that produces the same discounted value of cash flows. Term structures of interest rates are based on AA rated corporate bonds. Bonds with questionable pricing information and bonds that are not representative of the overall market are excluded from consideration. For example, the bonds used in the model cannot be callable unless accompanied by a make-whole provision or callable (single call) within 12 months of maturity. The spot rates defined by the yield curve and the plan’s projected benefit payments are used to develop a weighted average discount rate.

CON EDISON ANNUAL REPORT 2025134

Expected Benefit Payments

Based on current assumptions, the Companies expect to make the following benefit payments over the next ten years:

(Millions of Dollars)Con EdisonCECONY
2026$811$747
2027826765
2028826765
2029838779
2030840781
2031-2035$4,262$3,985

Expected Contributions

Based on estimates as of December 31, 2025, the Companies expect to make contributions to the pension plans during 2026 of $8 million (of which $4 million is to be made by CECONY). The Companies’ policy is to fund the total periodic benefit cost, if any, of the qualified plan to the extent tax deductible and to also contribute to the non-qualified supplemental plans.

Plan Assets

The asset allocations for the pension plan at the end of 2025, 2024 and 2023, and the target allocation for 2026 are as follows:

Target Allocation RangePlan Assets at December 31,
Asset Category2026202520242023
Equity Securities20% - 24%24%27%26%
Debt Securities55% - 65%57%51%50%
Real Estate and Other Alternatives14% - 22%19%22%24%
Total100%100%100%

Con Edison has established a pension trust for the investment of assets to be used for the exclusive purpose of providing retirement benefits to participants and beneficiaries and payment of plan expenses.

Pursuant to resolutions adopted by Con Edison’s Board of Directors, the Named Fiduciary Committee (the Committee) has general oversight responsibility for Con Edison’s pension and other employee benefit plans. The pension plan’s named fiduciaries have been granted the authority to control and manage the operation and administration of the plans, including overall responsibility for the investment of assets in the trust and the power to appoint and terminate investment managers.

The investment objectives of the Con Edison pension plan are to maintain a level and form of assets adequate to meet benefit obligations to participants, to achieve the expected long-term total return on the trust assets within a prudent level of risk and maintain a level of volatility that is not expected to have a material impact on the company’s expected contribution and expense or the company’s ability to meet plan obligations. The assets of the plan have no significant concentration of risk in one country (other than the United States), industry or entity.

The strategic asset allocation is intended to meet the objectives of the pension plan by diversifying its funds across asset classes, investment styles and fund managers. An asset/liability study typically is conducted every few years to determine whether the current strategic asset allocation continues to represent the appropriate balance of expected risk and reward for the plan to meet expected liabilities. Each study considers the investment risk of the asset allocation and determines the optimal asset allocation for the plan. The target asset allocation for 2026 reflects the results of such a study conducted in 2025.

Individual fund managers operate under written guidelines provided by Con Edison that cover such areas as investment objectives, performance measurement, permissible investments, investment restrictions, trading and

135CON EDISON ANNUAL REPORT 2025

execution, and communication and reporting requirements. Con Edison management regularly monitors and the named fiduciaries review asset class performance, total fund performance, and compliance with asset allocation guidelines. Management changes fund managers and rebalances the portfolio as appropriate.

The Utilities each participate in the Con Edison Retirement Plan, the assets of which are held in the pension trust. In accordance with the Utilities' rate plans, pension plan costs and liabilities are allocated to each of the Utilities based on plan participant-level data, while pension plan assets are allocated based on historical and current amounts of contributions, if any, disbursements, and investment returns. Pension plan assets for Con Edison are shown below. Of the amounts disclosed below for Con Edison, 95% are attributable to CECONY.

Assets measured at fair value on a recurring basis are summarized below as defined by the accounting rules for fair value measurements (see Note R).

The fair values of the pension plan assets at December 31, 2025 by asset category are as follows:

(Millions of Dollars)Level 1Level 2Total
Investments within the fair value hierarchy
U.S. Equity (a)$2,311$—$2,311
International Equity (b)1,498—1,498
U.S. Government Issued Debt (c)—921921
Corporate Bonds Debt (d)—6,4306,430
Structured Assets Debt (e)—159159
Other Fixed Income Debt (f)—904904
Commingled Trust Fund (g)—517517
Cash and Cash Equivalents (h)32280312
Futures (i)(1)—(1)
Total investments within the fair value hierarchy$3,840$9,211$13,051
Investments measured at NAV per share (j)
Private Equity (k)933
Real Estate (l)1,437
Hedge Funds (m)749
Total investments valued using NAV per share$3,119
Funds for retiree health benefits (n)(45)(109)(154)
Funds for retiree health benefits measured at NAV per share (n)(j)(37)
Total funds for retiree health benefits$(191)
Investments (excluding funds for retiree health benefits)$3,795$9,102$15,979
Pending activities (o)73
Total fair value of plan net assets$16,052

(a)U.S. Equity is comprised of both actively- and passively-managed investments in domestic equity index funds and actively-managed global equity funds.

(b)International Equity is comprised of investments in international equity index funds and actively-managed global equity funds.

(c)U.S. Government Issued Debt is comprised of agency and treasury securities.

(d)Corporate Bonds Debt is comprised of debt issued by various corporations.

(e)Structured Assets Debt is comprised of commercial-mortgage-backed securities and collateralized mortgage obligations.

(f)Other Fixed Income Debt is comprised of municipal bonds, sovereign debt and regional governments.

(g)Commingled Trust Fund is comprised of an actively managed commingled trust fund benchmarked to the Bloomberg Aggregate Bond Index.

(h)Cash and Cash Equivalents are comprised of short term investments, money markets, foreign currency and cash collateral.

(i)Futures are comprised of exchange-traded financial contracts encompassing U.S. Equity, International Equity and U.S. Government indices.

(j)In accordance with ASU 2015-07, Fair Value Measurements (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

(k)Private Equity is comprised of global private market investments. Private equity's investment objective is to generate returns on capital from a diversified portfolio of primary fund investments, secondaries and co-investments. The plan's unfunded commitments to private equity were approximately $147 million at December 31, 2025. However, the managers also expect to make significant cash flow distributions in 2026 and 2027. While the investments in this asset class cannot be redeemed, the plan would be able to receive distributions from selling its limited partnership interests in the secondary market, which would be expected to take three to six months.

CON EDISON ANNUAL REPORT 2025136

(l)Real Estate investments are open-end real estate funds that invest in a portfolio of real properties that are broadly diversified by geography and property type. The real estate asset class is expected to produce returns from income and capital appreciation. Real estate also provides a hedge against inflation. The funds allow for quarterly redemptions, however the amount and timing of distributions are subject to market conditions and are currently uncertain.

(m)Hedge Funds are structured as a custom fund of one and can invest in external hedge fund managers that pursue a wide array of strategies including event driven, fundamental long/short, relative value, directional trading, and direct sourcing. These investments seek to generate positive absolute returns with lower volatility than other investments. The various hedge fund managers can invest in all financial instruments. Substantially all of the investment could be liquidated within 18 months.

(n)The Companies set aside funds for retiree health benefits through a separate account within the pension trust, as permitted under Section 401(h) of the Internal Revenue Code of 1986, as amended. In accordance with the Code, the plan’s investments in the 401(h) account may not be used for, or diverted to, any purpose other than providing health benefits for retirees. The net assets held in the 401(h) account are calculated based on a pro-rata percentage allocation of the net assets in the pension plan. The related obligations for health benefits are not included in the pension plan’s obligations and are included in the Companies’ other postretirement benefit obligation. See Note F.

(o)Pending activities include security purchases and sales that have not settled, interest and dividends that have not been received and reflects adjustments for available estimates at year end.

The fair values of the pension plan assets at December 31, 2024 by asset category are as follows:

(Millions of Dollars)Level 1Level 2Total
Investments within the fair value hierarchy
U.S. Equity (a)$2,752$—$2,752
International Equity (b)1,508—1,508
U.S. Government Issued Debt (c)—619619
Corporate Bonds Debt (d)—5,4295,429
Structured Assets Debt (e)—159159
Other Fixed Income Debt (f)—783783
Commingled Trust Fund (g)—478478
Cash and Cash Equivalents (h)51292343
Futures (i)(4)—(4)
Total investments within the fair value hierarchy$4,307$7,760$12,067
Investments measured at NAV per share (j)
Private Equity (k)975
Real Estate (l)1,609
Hedge Funds (m)788
Total investments valued using NAV per share$3,372
Funds for retiree health benefits (n)(50)(90)(140)
Funds for retiree health benefits measured at NAV per share (n)(j)(39)
Total funds for retiree health benefits$(179)
Investments (excluding funds for retiree health benefits)$4,257$7,670$15,260
Pending activities (o)18
Total fair value of plan net assets$15,278

(a) - (o) Reference is made to footnotes (a) through (o) in the above table of pension plan assets at December 31, 2025 by asset category.

The Companies also offer a defined contribution savings plan that covers substantially all employees and made contributions to the plan as follows:

For the Years Ended December 31,
(Millions of Dollars)202520242023
Con Edison$69$57$57
CECONY635251
137CON EDISON ANNUAL REPORT 2025

Note F – Other Postretirement Benefits

The Utilities and Con Edison Transmission currently have contributory comprehensive hospital, medical and prescription drug programs for eligible retirees, their dependents and surviving spouses.

CECONY also has a contributory life insurance program for bargaining unit employees and provides basic life insurance benefits up to a specified maximum at no cost to certain retired management employees. O&R has a non-contributory life insurance program for retirees. Certain employees of Con Edison Transmission are eligible to receive benefits under these programs. Programs include the Consolidated Edison Retiree Health Program for Management Employees, the Consolidated Edison Retiree Health Program for Weekly Employees, the Consolidated Edison Group Life Insurance Plan, the Orange and Rockland Utilities, Inc. Hourly Retirees’ Group Insurance Plan, and the Orange and Rockland Utilities, Inc. Management Retirees’ Group Insurance Plan.

Total Periodic Benefit Credit

The components of the Companies’ total periodic postretirement benefit credit for 2025, 2024 and 2023 were as follows:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
Service cost$11$13$14$9$10$12
Interest cost on accumulated other postretirement benefit obligation484757414049
Expected return on plan assets(67)(68)(70)(53)(55)(56)
Recognition of net actuarial (gain)(27)(20)(16)(18)(13)(8)
Recognition of prior service credit(1)(1)(2)———
TOTAL PERIODIC POSTRETIREMENT BENEFIT CREDIT$(36)$(29)$(17)$(21)$(18)$(3)
Cost capitalized(5)(6)(6)(4)(5)(5)
Reconciliation to rate level121641013(2)
Total credit recognized$(29)$(19)$(19)$(15)$(10)$(10)

For information about the presentation of the components of net periodic benefit cost and disclosure requirements, see Note E.

CON EDISON ANNUAL REPORT 2025138

Funded Status

The funded status of the programs at December 31, 2025, 2024 and 2023 were as follows:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year$898$963$1,058$775$825$921
Service cost11131491012
Interest cost on accumulated postretirement benefit obligation484757414049
Net actuarial (gain)/loss8(57)(93)15(38)(94)
Benefits paid and administrative expenses, net of subsidies(104)(120)(128)(96)(112)(118)
Participant contributions525255525055
BENEFIT OBLIGATION AT END OF YEAR$913$898$963$796$775$825
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year$934$929$860$744$750$708
Actual return on plan assets11256116844484
Employer contributions141322101017
Employer group waiver plan subsidies906656826052
Participant contributions525255525055
Benefits paid(190)(182)(180)(175)(170)(166)
FAIR VALUE OF PLAN ASSETS AT END OF YEAR$1,012$934$929$797$744$750
FUNDED STATUS$99$36$(34)$1$(31)$(75)
Unrecognized net gain($133)$(119)$(90)($59)$(57)$(41)
Unrecognized prior service costs(8)(9)(10)———

The decrease in the other postretirement benefits funded status liability (or increase in the funded status asset) at December 31, 2025 for Con Edison and CECONY of $63 million and $32 million, respectively, compared with December 31, 2024, was primarily due to the actual return on plan assets in 2025. The decrease in the other postretirement benefits funded status liability at December 31, 2024 for Con Edison and CECONY of $70 million and $44 million, respectively, compared with December 31, 2023, was primarily due to decreased net actuarial gains in 2024. For 2025, included within the funded status are noncurrent assets of $324 million and $207 million for Con Edison and CECONY, respectively. For 2024, included within the funded status are noncurrent assets of $271 million and $180 million for Con Edison and CECONY, respectively. For 2023, included within the funded status are noncurrent assets of $224 million and $154 million for Con Edison and CECONY, respectively.

For Con Edison, the increase in the funded status asset at December 31, 2025 corresponds with a net decrease to regulatory assets and increase to regulatory liabilities of $9 million for unrecognized net gains and unrecognized prior service costs associated with the Utilities consistent with the accounting rules for regulated operations, a credit to OCI of $2 million (net of taxes) for the unrecognized net gains and an immaterial change to OCI for the unrecognized prior service costs associated with Con Edison Transmission and RECO.

For CECONY, the decrease in funded status liability at December 31, 2025 corresponds with a net decrease to regulatory assets and increase to regulatory liabilities of $2 million for unrecognized net gains and the unrecognized prior service costs associated with the company consistent with the accounting rules for regulated operations, a credit to OCI of $1 million (net of taxes) for the unrecognized net gains and an immaterial change to OCI for the unrecognized prior service costs associated with eligible employees of Con Edison Transmission who previously worked for CECONY.

139CON EDISON ANNUAL REPORT 2025

Assumptions

The actuarial assumptions were as follows:

202520242023
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount Rate
CECONY5.30%5.55%5.05%
O&R5.45%5.65%5.15%
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount Rate
CECONY5.55%5.05%5.35%
O&R5.65%5.15%5.45%
Expected Return on Plan Assets6.45%6.45%6.80%

Refer to Note E for descriptions of the basis for determining the expected return on assets, investment policies and strategies and the assumed discount rate.

The health care cost trend rates for covered medical and prescription medication expenses used to determine the accumulated other postretirement benefit obligations (APBO) at December 31, 2025 were assumed to increase each year, with the initial rate gradually decreasing to the ultimate rate as follows:

Initial Cost Trend RateUltimate Cost Trend RateYear That Ultimate Rate is Reached
Pre-65 Medical7.50%4.50%2038
Post-65 Medical4.50%4.50%—
Prescription Medications8.00%4.50%2040

Expected Benefit Payments

Based on current assumptions, the Companies expect to make the following benefit payments over the next ten years, net of receipt of governmental subsidies and participant contributions:

(Millions of Dollars)Con EdisonCECONY
2026$66$58
20276860
20286961
20297062
20307163
2031-2035$350$311

Expected Contributions

Based on estimates as of December 31, 2025, Con Edison expects to make a contribution of $4 million (all of which is expected to be made by CECONY) to the other postretirement benefit plans in 2026. The Companies’ policy is to fund the total periodic benefit cost of the plans to the extent tax deductible.

CON EDISON ANNUAL REPORT 2025140

Plan Assets

The asset allocations for CECONY’s other postretirement benefit plans at the end of 2025, 2024 and 2023, and the target allocation for 2026 are as follows:

Target Allocation RangePlan Assets at December 31,
Asset Category2026202520242023
Equity Securities35%-55%41%41%44%
Debt Securities40%-60%52%51%51%
Real Estate and Other Alternatives0%-9%7%8%5%
Total100%100%100%

Con Edison has established postretirement health and life insurance benefit plan trusts for the investment of assets to be used for the exclusive purpose of providing other postretirement benefits to participants and beneficiaries.

Refer to Note E for a discussion of Con Edison’s investment policy for its benefit plans.

The fair values of the plans' assets at December 31, 2025 by asset category as defined by the accounting rules for fair value measurements (see Note R) are as follows:

(Millions of Dollars)Level 1Level 2Total
Equity (a)$—$330$330
Other Fixed Income Debt (b)—359359
Cash and Cash Equivalents (c)71926
Commingled Trust Fund (d)—4646
Real Estate (e)(f)39
Total investments$7$754$800
Funds for retiree health benefits (g)45109154
Investments (including funds for retiree health benefits)$52$863$954
Funds for retiree health benefits measured at net asset value (f)(g)37
Pending activities (h)21
Total fair value of plan net assets$1,012

(a)Equity is comprised of a passively managed commingled index fund benchmarked to the MSCI All Country World Index.

(b)Other Fixed Income Debt is comprised of a passively managed commingled index fund benchmarked to the Bloomberg Barclays U.S. Long Credit Index and an active separately managed portfolio indexed to the Bloomberg Barclays U.S. Long Credit Index.

(c)Cash and Cash Equivalents is comprised of short-term investments and money markets.

(d)Commingled Trust Fund is comprised of an actively managed commingled trust fund benchmarked to the Bloomberg Aggregate Bond Index.

(e)Real Estate investments are open-end real estate funds that invest in a portfolio of real properties that are broadly diversified by geography and property type. The real estate asset class is expected to produce returns from income and capital appreciation. Real estate also provides a hedge against inflation. The funds allow for quarterly redemptions, however the amount and timing of distributions are subject to market conditions and are currently uncertain.

(f)In accordance with ASU 2015-07, Fair Value Measurements (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

(g)The Companies set aside funds for retiree health benefits through a separate account within the pension trust, as permitted under Section 401(h) of the Internal Revenue Code of 1986, as amended. In accordance with the Code, the plan’s investments in the 401(h) account may not be used for, or diverted to, any purpose other than providing health benefits for retirees. The net assets held in the 401(h) account are calculated based on a pro-rata percentage allocation of the net assets in the pension plan. The related obligations for health benefits are not included in the pension plan’s obligations and are included in the Companies’ other postretirement benefit obligation. See Note E.

(h)Pending activities include security purchases and sales that have not settled, interest and dividends that have not been received, and reflects adjustments for available estimates at year-end.

141CON EDISON ANNUAL REPORT 2025

The fair values of the plans' assets at December 31, 2024 by asset category (see Note R) are as follows:

(Millions of Dollars)Level 1Level 2Total
Equity (a)$—$302$302
Other Fixed Income Debt (b)—323323
Cash and Cash Equivalents (c)72734
Commingled Trust Fund (d)—3838
Real Estate (e)(f)39
Total investments$7$690$736
Funds for retiree health benefits (g)5090140
Investments (including funds for retiree health benefits)$57$780$876
Funds for retiree health benefits measured at net asset value (f)(g)39
Pending activities (h)19
Total fair value of plan net assets$934

(a) - (h) Reference is made to footnotes (a) through (h) in the above table of other postretirement benefit plan assets at December 31, 2025 by asset category.

The fair values of CECONY's portion of the plans' assets at December 31, 2025 by asset category as defined by the accounting rules for fair value measurements (see Note R) are as follows:

(Millions of Dollars)Level 1Level 2Total
Equity (a)$—$222$222
Other Fixed Income Debt (b)—256256
Cash and Cash Equivalents (c)71825
Commingled Trust Fund (d)—4646
Real Estate (e)(f)$39
Total investments$7$542$588
Funds for retiree health benefits (g)45109$154
Investments (including funds for retiree health benefits)$52$651$742
Funds for retiree health benefits measured at net asset value (f)(g)37
Pending activities (h)18
Total fair value of plan net assets$797

(a) - (h) Reference is made to footnotes (a) through (h) in the above table of other postretirement benefit plan assets at December 31, 2025 by asset category.

CON EDISON ANNUAL REPORT 2025142

The fair values of CECONY's portion of the plans' assets at December 31, 2024 by asset category (see Note R) are as follows:

(Millions of Dollars)Level 1Level 2Total
Equity (a)$—$205$205
Other Fixed Income Debt (b)—233233
Cash and Cash Equivalents (c)72633
Commingled Trust Fund (d)—3838
Real Estate (e)(f)$39
Total investments$7$502$548
Funds for retiree health benefits (g)5090$140
Investments (including funds for retiree health benefits)$57$592$688
Funds for retiree health benefits measured at net asset value (f)(g)39
Pending activities (h)17
Total fair value of plan net assets$744

(a) - (h) Reference is made to footnotes (a) through (h) in the above table of other postretirement benefit plan assets at December 31, 2024 by asset category.

Note G – Environmental Matters

Superfund Sites

Hazardous substances, such as asbestos, polychlorinated biphenyls (PCBs) and coal tar, have been used or generated in the course of operations of the Utilities and their predecessors and are present at sites and in facilities and equipment they currently or previously owned, including sites at which gas was manufactured or stored.

The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes (Superfund) impose joint and several liability, regardless of fault, upon generators of hazardous substances for investigation and remediation costs (which include costs of demolition, removal, disposal, storage, replacement, containment and monitoring) and natural resource damages. Liability under these laws can be material and may be imposed for contamination from past acts, even though such past acts may have been lawful at the time they occurred. The sites at which the Utilities have been asserted to have liability under these laws, including their manufactured gas plant sites and any neighboring areas to which contamination may have migrated, are referred to herein as “Superfund Sites.”

For Superfund Sites where there are other potentially responsible parties and the Utilities are not managing the site investigation and remediation, the accrued liability represents an estimate of the amount the Utilities will need to pay to investigate and, where determinable, discharge their related obligations. For Superfund Sites (including the manufactured gas plant sites) for which one of the Utilities is managing the investigation and remediation, the accrued liability represents an estimate of the company’s share of the undiscounted cost to investigate the sites and, for sites that have been investigated in whole or in part, the cost to remediate the sites, if remediation is necessary and if a reasonable estimate of such cost can be made. Remediation costs are estimated in light of the information available, applicable remediation standards and experience with similar sites.

The accrued liabilities and regulatory assets related to Superfund Sites at December 31, 2025 and 2024 were as follows:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Accrued Liabilities:
Manufactured gas plant sites$980$941$882$846
Other Superfund Sites99969896
Total$1,079$1,037$980$942
Regulatory assets$1,079$1,038$987$952
143CON EDISON ANNUAL REPORT 2025

Most of the accrued Superfund Site liability relates to sites that have been investigated, in whole or in part. However, for some of the sites, the extent and associated cost of the required remediation has not yet been determined. As investigations progress and information pertaining to the required remediation becomes available, the Utilities expect that additional liability may be accrued, the amount of which is not presently determinable but may be material. The Utilities defer prudently incurred investigation and remediation costs as regulatory assets (for subsequent recovery through rates).

Environmental remediation costs incurred related to Superfund Sites at December 31, 2025 and 2024 were as follows:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Remediation costs incurred$23$44$22$44

Insurance and other third party recoveries received by Con Edison or CECONY were immaterial in 2025 and 2024.

Con Edison and CECONY estimate that in 2026 they will incur costs for remediation of approximately $28 million. The Companies are unable to estimate the time period over which the remaining accrued liability will be incurred because, among other things, the required remediation has not been determined for some of the sites.

In 2025, Con Edison and CECONY estimated that for their manufactured gas plant sites (including CECONY’s Astoria site), the aggregate undiscounted potential liability for the investigation and remediation of coal tar and/or other environmental contaminants could range up to $3,540 million and $3,380 million, respectively. These estimates were based on the assumption that there is contamination at all sites, including those that have not yet been fully investigated and additional assumptions about the extent of the contamination and the type and extent of the remediation that may be required. Actual experience may be materially different.

Asbestos Proceedings

Suits have been brought in New York State and federal courts against the Utilities and many other defendants, wherein a large number of plaintiffs sought significant compensatory and punitive damages for deaths and injuries allegedly caused by exposure to asbestos and asbestos containing materials at various premises of the Utilities. The suits that have been resolved, that are many, have been resolved without any payment by the Utilities, or for amounts that were not, in the aggregate, material to them. The amounts specified in all the remaining thousands of suits total billions of dollars; however, the Utilities believe that these amounts are greatly exaggerated, based on the disposition of previous claims. At December 31, 2025, Con Edison and CECONY have accrued their estimated aggregate undiscounted potential liabilities for these suits and additional suits that may be brought through 2040 as shown in the following table. These estimates were based upon a combination of modeling, historical data analysis and risk factor assessment. Courts have modified, and may continue to modify, standards for determining liability in asbestos suits than the standard that applied historically. As a result, the Companies currently believe that there is a reasonable possibility of an exposure to loss in excess of the liability accrued for the suits. The Companies are unable to estimate the amount or range of such loss. In addition, certain current and former employees have claimed or are claiming workers’ compensation benefits based on alleged disability from exposure to asbestos. CECONY is permitted to defer as regulatory assets (for subsequent recovery through rates) costs incurred for its asbestos lawsuits and workers’ compensation claims.

The accrued liability for asbestos suits and workers’ compensation proceedings (including those related to asbestos exposure) and the amounts deferred as regulatory assets or liabilities for the Companies at December 31, 2025 and 2024 were as follows:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Accrued liability – asbestos suits$11$8$10$7
Regulatory assets – asbestos suits118107
Accrued liability – workers’ compensation51534951
Regulatory liabilities – workers’ compensation21202120
CON EDISON ANNUAL REPORT 2025144

Note H – Material Contingencies

Manhattan Explosion and Fire

On March 12, 2014, two multi-use five-story tall buildings located on Park Avenue between 116th and 117th Streets in Manhattan were destroyed by an explosion and fire. CECONY had delivered gas to the buildings through service lines from a distribution main located below ground on Park Avenue. Eight people died and more than 50 people were injured. Additional buildings were also damaged. The National Transportation Safety Board (NTSB) investigated. The parties to the investigation included CECONY, the City of New York, the Pipeline and Hazardous Materials Safety Administration and the NYSPSC. In June 2015, the NTSB issued a final report concerning the incident, its probable cause and safety recommendations. The NTSB determined that the probable cause of the incident was (1) the failure of a defective fusion joint at a service tee (which joined a plastic service line to a plastic distribution main) installed by CECONY that allowed gas to leak from the distribution main and migrate into a building where it ignited and (2) a breach in a city sewer line that allowed groundwater and soil to flow into the sewer, resulting in a loss of support for the distribution main, that caused it to sag and overstressed the defective fusion joint. The NTSB also made safety recommendations, including recommendations to CECONY that addressed its procedures for the preparation and examination of plastic fusions, training of its staff on conditions for notifications to the city’s Fire Department and extension of its gas main isolation valve installation program. In February 2017, the NYSPSC approved a settlement agreement with CECONY related to the NYSPSC's investigations of the incident and the practices of qualifying persons to perform plastic fusions. Pursuant to the agreement, CECONY provided $27 million of future benefits to customers (for which it accrued a regulatory liability) and did not recover from customers $126 million of costs for gas emergency response activities that it had previously incurred and expensed. Lawsuits are pending against CECONY seeking generally unspecified damages and, in some cases, punitive damages, for wrongful death, personal injury, property damage and business interruption. CECONY notified its insurers of the incident and believes that the policies in force at the time of the incident will cover CECONY's costs, in excess of a required retention (the amount of which is not material), to satisfy any liability it may have for damages in connection with the incident. During 2020, CECONY accrued its estimated liability for the suits of $40 million and an insurance receivable in the same amount, and such estimated liability and receivable did not change as of December 31, 2025.

Other Contingencies

For additional contingencies, see “Other Regulatory Matters” in Note B, Note G and "Uncertain Tax Positions" in Note L.

Guarantees

Con Edison has entered into various agreements providing financial or performance assurance primarily to third parties on behalf of their subsidiaries. Maximum amounts guaranteed by Con Edison under these agreements totaled $60 million and $58 million at December 31, 2025 and 2024, respectively.

A summary, by type and term, of Con Edison’s total guarantees under these other agreements at December 31, 2025 is as follows:

Guarantee Type0 – 3 years> 10 yearsTotal
(Millions of Dollars)
Con Edison Transmission$60$—$60
Total$60$—$60

Con Edison Transmission – Con Edison has guaranteed payment by Con Edison Transmission of the contributions Con Edison Transmission agreed to make to New York Transco LLC (New York Transco). Con Edison Transmission owns a 45.7 percent interest in New York Transco's New York Energy Solution project, the majority of which has been completed. The guarantee amount shown in the table above includes the maximum possible required amount of Con Edison Transmission's contributions for the remainder of this project as calculated based on the assumptions that the project is completed at 175 percent of its estimated remaining costs and New York Transco does not use any debt financing for the project.

145CON EDISON ANNUAL REPORT 2025

Note I – Electricity and Gas Purchase Agreements

The Utilities have electricity purchase agreements with non-utility generators and others for generating capacity and gas purchase agreements for natural gas supply, transportation and storage. The Utilities recover their purchased power and gas costs in accordance with provisions approved by the applicable state public utility regulators. See “Recoverable Energy Costs” in Note A. The Utilities also conducted auctions and have entered into various other electricity and gas purchase agreements. Assuming performance by the parties to the electricity purchase agreements, the Utilities are obligated over the terms of the agreements to make capacity and other fixed payments.

The future capacity and other fixed payments under the electricity and gas purchase agreements are estimated to be as follows:

(Millions of Dollars)20262027202820292030All Years Thereafter
Con Edison
Electricity power purchase agreements$225$188$147$72$44$259
Natural gas5228————
Gas transportation and storage5645654473112222,266
CECONY
Electricity power purchase agreements2221871477244259
Natural gas4667———
Gas transportation and storage4934943912721931,975

For energy delivered and gas purchased under most of the electricity and gas purchase agreements, the Utilities are obligated to pay variable prices. The company’s payments under the significant terms of the agreements for capacity, energy, gas transportation and storage, and other fixed payments in 2025, 2024 and 2023 were as follows:

For the Years Ended December 31,
(Millions of Dollars)202520242023
Con Edison
Astoria Generating Company (a)$132$75$40
Brooklyn Navy Yard (b)144139134
Gas Transportation and Storage (c)580422372
Total$856$636$546
CECONY
Astoria Generating Company (a)$132$75$40
Brooklyn Navy Yard (b)144139134
Gas Transportation and Storage (c)509372327
Total$785$586$501

(a) Capacity purchase agreements with terms ending in 2025 through 2029.

(b) Contract for plant output, which started in 1996 and ends in 2036.

(c) Contracts for various counterparties and terms extending through 2047.

CON EDISON ANNUAL REPORT 2025146

Note J – Leases

The Companies lease land, office buildings, equipment and access rights to support electric transmission facilities. The Companies recognize lease right-of-use assets and lease liabilities on their consolidated balance sheets for virtually all of their leases (other than leases that meet the definition of a short-term lease, the expense for which was immaterial). A lease right-of-use asset represents a right to use an identifiable underlying asset and obtain substantially all of the economic benefits from the use of that asset for the lease term. A lease liability represents an obligation to make lease payments arising from the lease. Leases are classified as either operating leases or finance leases. Operating leases of the Utilities are included in operating lease right-of-use asset and operating lease liabilities on the Companies’ consolidated balance sheets. Finance leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities. The Utilities, as regulated entities, are permitted to continue to recognize expense for operating leases using the timing that conforms to the regulatory rate treatment as rental payments are recovered from our customers and to account the same way for finance leases.

For new operating leases, the Companies recognize operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Companies’ leases do not provide an implicit rate, the Companies used their collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. Most of the Companies’ leases have remaining lease terms of one year to 20 years and may include options to renew or extend the leases for up to five years at the fair rental value. The Companies' lease terms include options to renew, extend or terminate the lease when it is reasonably certain that the Companies will exercise that option. There were no leases with material variable lease payments or residual value guarantees. The Companies account for lease and non-lease components as a single lease component.

Operating lease cost and cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2025, 2024, and 2023 were as follows:

Con Edison (a)CECONY
(Millions of Dollars)202520242023202520242023
Operating lease cost$69$67$70$68$66$66
Operating lease cash flows$70$67$68$69$66$65

(a)Amounts for Con Edison include amounts for the Clean Energy Businesses through February 2023. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X.

As of December 31, 2025, 2024, and 2023, assets recorded as finance leases for Con Edison were $3 million, $3 million and $2 million, respectively. The accumulated amortization associated with such finance leases were $3 million, $2 million and $2 million, respectively. As of December 31, 2025, 2024, and 2023, assets recorded as finance leases for CECONY were $2 million, $3 million and $1 million, respectively. Accumulated amortization associated with such finance leases were $3 million, $2 million and $2 million, respectively.

For the years ended December 31, 2025, 2024, and 2023, finance lease costs and cash flows for Con Edison and CECONY were immaterial.

Right-of-use assets obtained in exchange for lease obligations for Con Edison and CECONY were $46 million and $45 million, respectively, for the year ended December 31, 2025 and $3 million for the year ended December 31, 2024.

Other information related to leases for Con Edison and CECONY at December 31, 2025 and 2024 was as follows:

147CON EDISON ANNUAL REPORT 2025
Con EdisonCECONY
2025202420252024
Weighted Average Remaining Lease Term:
Operating leases (a)10.5 years10.8 years10.5 years10.6 years
Finance leases5.7 years6 years4 years5 years
Weighted Average Discount Rate:
Operating leases (a)4.0%3.8%4.0%3.8%
Finance leases1.9%2.0%1.5%1.6%

(a)Amounts for Con Edison in 2024 exclude the operating lease of Broken Bow II, that was classified as held for sale as of December 31, 2024 and was sold and transferred in January 2025. Including the operating lease of Broken Bow II would result in a weighted average remaining lease term of 10.8 years and a weighted average discount rate of 3.8 percent as of December 31, 2024. See Note W and Note X.

Future minimum lease payments under non-cancellable leases at December 31, 2025 were as follows:

(Millions of Dollars)Con EdisonCECONY
Year Ending December 31,Operating LeasesFinance LeasesOperating LeasesFinance Leases
2026$73$1$72$1
2027711711
202866166—
202967—67—
203064—64—
All years thereafter291—291—
Total future minimum lease payments$632$3$631$2
Less: imputed interest(132)—(132)—
Total$500$3$499$2
Reported as of December 31, 2025
Operating lease liabilities (current)$123$—$122$—
Operating lease liabilities (noncurrent)377—377—
Other current liabilities—1—1
Other noncurrent liabilities—2—1
Total$500$3$499$2

As of December 31, 2025, CECONY has lease agreements for clean energy facilities that have not yet commenced operation. These clean energy facility leases have lease terms of 15 years and are expected to commence operation within three years, for which the total present value is $442 million. There were no material lease terminations for the year ended December 31, 2025.

The Companies are lessors under certain leases whereby the Companies own real estate and distribution poles and lease portions of them to others. Revenue under such leases was immaterial for Con Edison and CECONY for the years ended December 31, 2025 and 2024.

Note K – Goodwill

The Companies test goodwill for impairment at least annually or whenever there is a triggering event. There is an option to first make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before applying a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit with its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not impaired. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. All of Con Edison's goodwill relates to the O&R merger.

CON EDISON ANNUAL REPORT 2025148

In 2025 and 2024, Con Edison completed qualitative and quantitative impairment tests, respectively, for its goodwill of $406 million related to the O&R merger and determined that the fair value of the reporting units significantly exceeded their carrying value, and accordingly the goodwill was not impaired. For the impairment test, $245 million and $161 million of goodwill were allocated to CECONY and O&R, respectively. Con Edison used a weighted combination of a discounted cash flow analysis and a market multiples analysis in its quantitative impairment test. No material impairments or triggering events were identified for Con Edison's goodwill for the years ending December 31, 2025, 2024 or 2023.

Note L – Income Tax

The components of income tax are as follows:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
State
Current$(49)$(81)$179$(40)$(87)$(102)
Deferred1822236159219246
Federal
Current33(17)176149(63)(95)
Deferred414198237278246311
Amortization of investment tax credits(6)(5)(111)(2)(1)(2)
Total income tax expense$574$318$487$544$314$358

Reconciliation of the difference between income tax expense and the amount computed by applying the prevailing statutory income tax rate to income before income taxes is as follows:

Con Edison
(Millions of Dollars) (% of Pre-tax income)202520242023
U.S. Federal Statutory Tax Rate (a)$54521.0%$44921.0%$63121.0%
State Income Taxes:
State income taxes, net of federal income taxes (b)1405.41155.41655.5
MTA Surcredit amortization, net of federal income taxes(35)(1.3)(3)(0.1)——
Non-NY State Income taxes related to the Clean Energy Businesses, net of federal income taxes————(18)(0.6)
Tax Credits:
R&D credit and ITC amortization(10)(0.4)(19)(0.9)(20)(0.7)
Production Tax Credit——(6)(0.3)(12)(0.4)
Deferred unamortized ITC recognized on sale of subsidiary————(107)(3.5)
Nontaxable or Nondeductible items50.2(2)(0.1)1—
Changes in unrecognized tax benefits——(2)(0.1)1—
Other Adjustments:
Amortization of excess deferred federal income taxes (c)(50)(2.0)(203)(9.5)(172)(5.7)
Allowance for uncollectible accounts, net of regulatory recovery(43)(1.7)(25)(1.2)(14)(0.5)
Cost of removal351.4241.1371.2
Other(13)(0.5)(10)(0.4)(5)(0.1)
Effective tax rate$57422.1%$31814.9%$48716.2%

(a)Income before income tax expense is attributable to domestic operations.

(b)State income taxes in New York account for the majority of the tax effect in this category.

(c)The amortization of excess deferred federal income taxes is lower in 2025, due to the completion of regulatory amortization of non-plant and certain plant-related excess deferred federal income taxes as of December 31, 2024, representing an accelerated refund of the related regulatory liability under its New York electric and gas rate plans.

149CON EDISON ANNUAL REPORT 2025
CECONY
(Millions of Dollars) (% of Pre-tax income)202520242023
U.S. Federal Statutory Tax Rate (a)$51521.0%$43321.0%$41221.0%
State Income Taxes:
State income taxes, net of federal income taxes (b)1275.21075.21135.8
MTA Surcredit amortization, net of federal income taxes(33)(1.3)(2)(0.1)——
Tax Credits(6)(0.2)(14)(0.7)(17)(0.8)
Nontaxable or Nondeductible items50.2(1)(0.1)20.1
Changes in unrecognized tax benefits——(2)(0.1)(2)(0.1)
Other Adjustments:
Amortization of excess deferred federal income taxes (c)(43)(1.7)(196)(9.5)(166)(8.4)
Allowance for uncollectible accounts, net of regulatory recovery(43)(1.8)(24)(1.2)(14)(0.7)
Cost of removal321.3201.0331.7
Other(10)(0.5)(7)(0.3)(3)(0.4)
Effective tax rate$54422.2%$31415.2%$35818.2%

(a)Income before income tax expense is attributable to domestic operations.

(b)State income taxes in New York account for the majority of the tax effect in this category.

(c)The amortization of excess deferred federal income taxes is lower in 2025, due to the completion of regulatory amortization of non-plant and certain plant-related excess deferred federal income taxes as of December 31, 2024, representing an accelerated refund of the related regulatory liability under its New York electric and gas rate plans.

CON EDISON ANNUAL REPORT 2025150

The tax effects of temporary differences, which gave rise to deferred tax assets and liabilities, are as follows:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Deferred tax liabilities:
Property basis differences$9,703$9,222$9,117$8,632
Regulatory assets:
Energy efficiency and other clean energy programs560474532449
Customer Account Deferrals306301304297
Environmental remediation costs303291277267
Legacy Meters107116104112
Other regulatory assets147260110213
Pension and Retiree Benefits – Asset1,1861,0631,1531,037
Operating lease right-of-use asset141143141142
Other3—24—
Total deferred tax liabilities$12,456$11,870$11,762$11,149
Deferred tax assets:
Regulatory liabilities:
Unrecognized pension and other postretirement costs$245$296$226$276
Future income tax315343285312
Other regulatory liabilities1,012909916809
Superfund and other environmental costs303291275265
Pensions and retiree benefits - liability158154147142
Asset retirement obligations134127134127
Operating lease liabilities141143141142
Tax credits carryforward2413468—
Corporate Alternative Minimum Tax carryforward205139213111
Loss carryforwards51423316
Valuation allowance(12)(12)——
Equity investments6880——
Other—160—140
Total deferred tax assets$2,861$3,018$2,378$2,340
Net deferred tax liabilities$9,595$8,852$9,384$8,809
Unamortized investment tax credits24221610
Net deferred tax liabilities and unamortized investment tax credits$9,619$8,874$9,400$8,819

At December 31, 2025, Con Edison has $241 million in general business tax credit carryovers (primarily renewable energy tax credits). If unused, these general business tax credit carryovers will begin to expire in 2038. A deferred tax asset for these tax attribute carryforwards was recorded, and no valuation allowance was provided, as it is more likely than not that the deferred tax asset will be realized.

At December 31, 2025, Con Edison has a deferred tax asset on its New York state net operating loss carryforward of $46 million that will begin to expire, if unused, in 2040. No valuation allowance was provided, as it is more likely than not that the deferred tax asset will be realized.

At December 31, 2025, Con Edison has a deferred tax asset on its New York City net operating loss carryforward of $14 million that will begin to expire, if unused, in 2035. Con Edison retains a full valuation allowance against this deferred tax asset as it is not more likely than not that the deferred tax assets will be realized.

In April 2023, the IRS released Revenue Procedure 2023-15, which provides a safe harbor method of accounting that taxpayers may use to determine whether certain expenditures to maintain, repair, replace, or improve natural gas transmission and distribution property must be capitalized as improvements by the taxpayer or deducted for federal income tax purposes in the current tax year. This revenue procedure also provides procedures for taxpayers to obtain automatic consent to change their method of accounting to the safe harbor method of accounting. Con Edison adopted the safe harbor rules on its 2023 federal and state returns and recorded a reduction in its current

151CON EDISON ANNUAL REPORT 2025

tax payable and an increase in accumulated deferred tax liabilities of $457 million, $418 million of which is for CECONY and $39 million of which is for O&R, to reflect the cumulative impact of this change in accounting method for the Utilities.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, containing a broad range of tax reform provisions, including extending and modifying certain key provisions of the federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017 and expanding certain incentives under the federal Inflation Reduction Act, as enacted on August 16, 2022 (IRA) while accelerating the phase-out of solar and wind credits. The Companies have assessed the potential impacts of the OBBBA and any such assessments may be impacted by future guidance to be issued by the Department of Treasury. However, based on management’s assessment, the provisions in the OBBBA are not expected to have a material impact on the Companies’ financial position, results of operations or liquidity.

Corporate Alternative Minimum Tax

On August 16, 2022, the IRA was signed into law and implemented a new corporate alternative minimum tax (CAMT) that imposes a 15 percent tax on modified GAAP net income. Pursuant to the IRA, corporations are entitled to a tax credit (minimum tax credit) to the extent the CAMT liability exceeds the regular tax liability. This amount can be carried forward indefinitely and used in future years when regular tax liability exceeds the CAMT liability.

Beginning in 2024, based on the existing statute, the Companies are subject to and report the CAMT in their Consolidated Income Statements, Consolidated Statements of Cash Flows and the Consolidated Balance Sheets. At December 31, 2025, Con Edison has a CAMT credit carryforward of $205 million ($213 million of which is for CECONY). For the year ended December 31, 2025, the Companies accrued a CAMT liability of $88 million ($109 million of which is for CECONY) before the application of general business credits, with an offsetting deferred tax asset representing the minimum tax credit carryforward. The deferred tax asset related to the minimum tax credit carryforward will be realized to the extent the Companies’ consolidated deferred tax liabilities exceed the minimum tax credit carryforward. The Companies’ deferred tax liabilities are expected to exceed the minimum tax credit carryforward for the foreseeable future and thus no valuation allowance is required. The Companies are continuing to assess the impacts of the IRA on their financial statements and will update estimates based on future guidance to be issued by the Department of the Treasury.

On February 18, 2026, the IRS and the Department of Treasury issued Notice 2026-7, that provides additional interim guidance regarding the application of the CAMT and allows the Companies to deduct certain repair expenditures as a reduction to the Companies’ modified GAAP net income. This interim guidance is retroactive to the beginning of the IRA provisions in calculating the Companies’ CAMT liability.

As a result of implementing these new guidelines, the Companies will file a quick refund claim by April 15, 2026 for the 2025 tax year and amend their federal tax return for the 2024 tax year. Con Edison expects to claim tax refunds from the IRS of approximately $45 million ($161 million for CECONY) and would reduce its CAMT credit carryover by approximately $181 million ($161 million for CECONY) and increase Con Edison’s general business credits carryforward by approximately $136 million. This guidance will significantly reduce the Companies’ CAMT liability going forward.

Cash paid for income taxes (net of refunds received):

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
Federal$(21)$(1)$230$(24)$61$46
New York(143)6164(145)2(73)
New Jersey—12———
All other(1)11———
Total cash paid for income taxes (net of refunds)$(165)$7$397$(169)$63$(27)

Uncertain Tax Positions

Under the accounting rules for income taxes, the Companies are not permitted to recognize the tax benefit attributable to a tax position unless such position is more likely than not to be sustained upon examination by taxing authorities, including resolution of any related appeals and litigation processes, based solely on the technical merits of the position.

CON EDISON ANNUAL REPORT 2025152

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for Con Edison and CECONY follows:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
Balance at January 1,$9$11$23$5$7$8
Additions based on tax positions related to the current year248244
Additions based on tax positions of prior years——3——1
Reductions for tax positions of prior years(2)(6)(11)(2)(6)(6)
Settlements——(12)———
Balance at December 31,$9$9$11$5$5$7

At December 31, 2025, the estimated uncertain tax positions for Con Edison was $9 million ($5 million for CECONY). For the year ended December 31, 2025, Con Edison recognized $2 million of income tax expense related to current year positions and recognized a tax benefit of $2 million related to positions in prior years, both of which were attributed to CECONY. The total amount of unrecognized tax benefits that, if recognized, would reduce Con Edison’s effective tax rate is $9 million ($8 million, net of federal taxes) with $5 million attributable to CECONY.

The Companies recognize interest on liabilities for uncertain tax positions in interest expense and would recognize penalties, if any, in operating expenses in the Companies’ consolidated income statements. In 2025, 2024 and 2023, the Companies recognized an immaterial amount of interest expense and no penalties for uncertain tax positions in their consolidated income statements. At December 31, 2025 and December 31, 2024, the Companies recognized an immaterial amount of accrued interest on their consolidated balance sheets.

Con Edison’s federal tax return for 2024 remains under examination. State and local tax returns remain open for examination in New York State for tax years 2022 through 2024, in New Jersey for tax years 2021 through 2024 and in New York City for tax years 2022 through 2024.

153CON EDISON ANNUAL REPORT 2025

Note M – Revenue Recognition

The following table presents, for the years ended December 31, 2025, 2024 and 2023, revenue from contracts with customers as defined in ASC Topic 606, "Revenue from Contracts with Customers," as well as additional revenue from sources other than contracts with customers, disaggregated by major source.

202520242023
(Millions of Dollars)Revenues from contracts with customersOther revenues (a)Total operating revenuesRevenues from contracts with customersOther revenues (a)Total operating revenuesRevenues from contracts with customersOther revenues (a)Total operating revenues
CECONY
Electric$11,701$(31)$11,670$10,868$(151)$10,717$9,946$132$10,078
Gas3,335(57)3,2782,890(56)2,8342,867(38)2,829
Steam708(5)703592(14)57855118569
Total CECONY$15,744($93)$15,651$14,350$(221)$14,129$13,364$112$13,476
O&R
Electric956(22)934865(13)85274019759
Gas345(14)3312502327328611297
Total O&R$1,301($36)$1,265$1,115$10$1,125$1,026$30$1,056
Clean Energy Businesses (c)
Renewables——————68—68
Energy services——————7—7
Develop/Transfer Projects——————7—7
Other———————4747
Total Clean Energy Businesses$—$—$—$—$—$—$82$47$129
Con Edison Transmission4—44—44—4
Other (b)—(2)(2)—(2)(2)—(2)(2)
Total Con Edison$17,049($131)$16,918$15,469$(213)$15,256$14,476$187$14,663

(a) For the Utilities, this includes primarily revenue from alternative revenue programs, such as the revenue decoupling mechanisms under their New York electric and gas rate plans, the conservation incentive program for RECO, and negative revenue adjustments.

(b) Other includes the parent company, Con Edison's tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025. See Note X.

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

Revenues are recorded as energy is delivered, generated or services are provided and billed to customers, except for services under percentage-of-completion contracts. Amounts billed are recorded in accounts receivable - customers, with payment generally due the following month. Con Edison’s and the Utilities’ accounts receivable - customers balance also reflects the Utilities’ purchase of receivables from energy service companies to support retail choice programs. Accrued revenues not yet billed to customers are recorded as accrued unbilled revenues.

The Utilities have the obligation to deliver electricity, gas and steam energy to their customers. As the energy is immediately available for use upon delivery to the customer, the energy and its delivery are identifiable as a single performance obligation. The Utilities recognize revenues as this performance obligation is satisfied over time as the Utilities deliver, and the customers simultaneously receive and consume, the energy. The amount of revenues recognized reflects the consideration the Utilities expect to receive in exchange for delivering the energy. Under their tariffs, the transaction price for full-service customers includes the Utilities’ energy cost and for all customers includes delivery charges determined based on customer class and in accordance with established tariffs and guidelines of the NYSPSC or the NJBPU, as applicable. Accordingly, there is no unsatisfied performance obligation associated with these customers. The transaction price is applied to the Utilities’ revenue generating activities through the customer billing process. Because energy is delivered over time, the Utilities use output methods that recognize revenue based on direct measurement of the value transferred, such as units delivered, which provides an accurate measure of value for the energy delivered. The Utilities accrue revenues at the end of each month for estimated energy delivered but not yet billed to customers. The Utilities defer over a 12-month period net interruptible gas revenues, other than those authorized by the NYSPSC to be retained by the Utilities, for refund to firm gas sales and transportation customers.

The Clean Energy Businesses recognized revenue for the sale of energy from renewable electric projects as energy was generated and billed to counterparties; accrued revenues at the end of each month for energy generated but not yet billed to counterparties; and recognized revenue as energy was delivered and services were provided for

CON EDISON ANNUAL REPORT 2025154

managing energy supply assets leased from others and managing the dispatch, fuel requirements and risk management activities for generating plants and merchant transmission in the northeastern United States. The Clean Energy Businesses also recognized revenue for providing energy-efficiency services to government and commercial customers, and recognized revenue for engineering, procurement and construction services, under the percentage-of-completion method of revenue recognition. 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.

Use of the Percentage-of-Completion Method

Sales and profits on each percentage-of-completion contract at the Clean Energy Businesses were recorded each month based on the ratio of actual cumulative costs incurred to the total estimated costs at completion of the contract, multiplied by the total estimated contract revenue, less cumulative revenues recognized in prior periods (the ‘‘cost-to-cost’’ method). The impact of revisions of contract estimates, which may have resulted from contract modifications, performance or other reasons, were recognized on a cumulative catch-up basis in the period in which the revisions were made. 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.

202520242023
(Millions of Dollars)Unbilled contract revenue (a)Unearned revenue (b)Unbilled contract revenue (a)Unearned revenue (b)Unbilled contract revenue (a)Unearned revenue (b)
Beginning balance as of January 1,$4$—$4$—$80$3
Additions (c)————2—
Subtractions (c)————783(d)
Ending balance as of December 31,$4$—$4$—$4(e)$—

(a)Unbilled contract revenue represents accumulated incurred costs and earned profits on contracts (revenue arrangements), which have been recorded as revenue, but have not yet been billed to customers, and which represent contract assets as defined in Topic 606. Substantially all accrued unbilled contract revenue is expected to be collected within one year. Unbilled contract revenue arises from the cost-to-cost method of revenue recognition. Unbilled contract revenue from fixed-price type contracts is converted to billed receivables when amounts are invoiced to customers according to contractual billing terms, which generally occur when deliveries or other performance milestones are completed.

(b)Unearned revenue represents a liability for billings to customers in excess of earned revenue, which are contract liabilities as defined in Topic 606.

(c)Additions for unbilled contract revenue and subtractions for unearned revenue represent additional revenue earned. Additions for unearned revenue and subtractions for unbilled contract revenue represent billings. Activity also includes appropriate balance sheet classification for the period. Of the subtractions in 2023, $21 million and $1 million relate to the sale of all of the stock of the Clean Energy Businesses for unbilled contract revenue and unearned revenue, respectively. See (e) below.

(d)Of the subtractions from unearned revenue, $3 million was included in the balance as of January 1, 2023.

(e)Following the sale of all of the stock of the Clean Energy Businesses, Con Edison received substantially all contract revenue, net of certain costs incurred, for a battery storage project located in Imperial County, California. See Note W.

Note N – Current Expected Credit Losses

Allowance for Uncollectible Accounts

The Utilities’ “Account receivable – customers” balance consists of utility bills due (bills are generally due the month following billing) from customers who have energy delivered, generated, or services provided by the Utilities. The balance also reflects the Utilities’ purchase of receivables from energy service companies to support the retail choice programs.

The “Other receivables” balance generally reflects costs billed by the Utilities for goods and services provided to external parties, such as accommodation work for private parties and certain governmental entities, real estate rental and pole attachments.

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. The Clean Energy Businesses’ customer accounts receivable balance generally reflected the management of energy supply assets, energy-efficiency services to government and commercial customers, and the engineering, procurement, and construction services of renewable energy projects.

155CON EDISON ANNUAL REPORT 2025

The Companies develop expected loss estimates using past events data and consider current conditions and future reasonable and supportable forecasts. Changes to the Utilities’ reserve balances that result in write-offs of customer accounts receivable balances above existing rate allowances are not reflected in rates during the term of the current rate plans. For the Utilities’ allowance for uncollectible accounts for customer accounts receivable, which includes accrued unbilled revenue, past events considered include write-offs relative to customer accounts receivable; current conditions include macro-and micro-economic conditions related to trends in the local economy, reconnection rates and current and aged customer accounts receivable balances, including final balances, among other factors; and forecasts about the future include assumptions related to the level of write-offs and recoveries. During 2025, Con Edison's and CECONY's allowances for uncollectible accounts decreased by $113 million and $105 million, respectively, to $507 million and $500 million, respectively. Generally, the Utilities write off customer accounts receivable as uncollectible 90 days after the account is disconnected for non-payment, or the account is closed during the collection process.

Other receivables allowance for uncollectible accounts is calculated based on a historical average of collections relative to total other receivables, including current receivables. Current macro- and micro-economic conditions are also considered when calculating the current reserve. Probable outcomes of pending litigation, whether favorable or unfavorable to the Companies, are also included in the consideration.

Customer accounts receivable and the associated allowance for uncollectible accounts are included in the line “Accounts receivable – customers” on the Companies’ consolidated balance sheets. Other receivables and the associated allowance for uncollectible accounts are included in “Other receivables” on the consolidated balance sheets.

The table below presents a rollforward by major portfolio segment type for the years ended December 31, 2025, 2024 and 2023:

For the Year Ended December 31,
Con EdisonCECONY
Accounts receivable - customersOther receivablesAccounts receivable - customersOther receivables
(Millions of Dollars)202520242023202520242023202520242023202520242023
Allowance for credit losses
Beginning Balance at January 1,$620$360$322$41$13$10$605$353$314$38$9$7
Recoveries382114———371712———
Write-offs(462)(250)(138)(6)—(5)(454)(239)(131)(5)—(3)
Reserve adjustments311489162—288312474158(6)295
Ending Balance December 31,$507$620$360$35$41$13$500$605$353$27$38$9

Note O – Stock-Based Compensation

The Companies may compensate employees and directors with, among other things, stock units, restricted stock units, contributions to the stock purchase plan and stock options. Long Term Incentive Plans that were approved by Con Edison’s shareholders in 2003 (2003 LTIP), 2013 (2013 LTIP), and 2023 (2023 LTIP) are collectively referred to herein as the LTIP. The LTIP provides for, among other things, awards to employees of restricted stock units and stock options and, to Con Edison’s non-employee directors, stock units. Existing awards under the 2003 LTIP and the 2013 LTIP continue in effect, however no new awards may be issued under either plan. The 2023 LTIP provides for awards for up to ten million shares of common stock.

During the years ended December 31, 2025, 2024, and 2023, equity awards were granted under the 2013 and 2023 LTIP. Shares of Con Edison common stock used to satisfy the Companies’ obligations with respect to stock-based compensation may be new shares (authorized, but unissued) or treasury shares (existing treasury shares or shares purchased in the open market). The shares used during the year ended December 31, 2025 were new shares. The Companies intend to use new shares to fulfill their stock-based compensation obligations for 2026.

CON EDISON ANNUAL REPORT 2025156

The Companies recognized stock-based compensation expense using a fair value measurement method. The following table summarizes stock-based compensation expense recognized by the Companies in the years ended December 31, 2025, 2024 and 2023:

Con EdisonCECONY
(Millions of Dollars)202520242023202520242023
Performance-based restricted stock$41$23$41$37$20$36
Time-based restricted stock322322
Non-employee director deferred stock compensation333333
Stock purchase plan877777
Total$55$35$53$50$32$48
Income tax benefit$15$10$15$14$9$13

Restricted Stock and Stock Units

Restricted stock and stock unit awards under the LTIP have been made as follows: (i) awards that provide for adjustment of the number of units (performance-restricted stock units or Performance RSUs) to certain officers and employees; (ii) time-based awards to certain officers and employees; and (iii) awards to non-employee directors. Restricted stock and stock units awarded represent the right to receive, upon vesting, shares of Con Edison common stock, or, except for units awarded under the directors’ plan, the cash value of shares or a combination thereof.

The number of units in each annual Performance RSU award is subject to adjustment as follows: (i) 50 percent of the units awarded will be multiplied by a factor that may range from 0 to 200 percent, based on Con Edison’s total shareholder return relative to a specified peer group during a specified performance period (the TSR portion); and (ii) 50 percent of the units awarded will be multiplied by factors that may range from 0 to 200 percent, based on determinations made in connection with the Companies’ annual incentive plans or, with respect to certain executive officers, actual performance as compared to certain performance measures during a specified performance period (the non-TSR portion). Performance RSU awards generally vest upon completion of the performance period.

Performance against the established targets is recomputed each reporting period as of the earlier of the reporting date and the vesting date. The TSR portion applies a Monte Carlo simulation model, and the non-TSR portion is the product of the market price at the end of the period and the average non-TSR determination over the vesting period. Performance RSUs are “liability awards” because each Performance RSU represents the right to receive, upon vesting, one share of Con Edison common stock, the cash value of a share or a combination thereof. As such, changes in the fair value of the Performance RSUs are reflected in net income. The assumptions used to calculate the fair value of the awards were as follows:

202520242023
Risk-free interest rate (a)3.47% - 3.48%4.23% - 4.25%4.06% -4.64%
Expected term (b)3 years3 years3 years
Expected share price volatility (c)18.21% - 19.80%16.48% - 17.20%17.88% - 19.92%

(a)The risk-free rate is based on the U.S. Treasury zero-coupon yield curve.

(b)The expected term of the Performance RSUs equals the vesting period. The Companies do not expect significant forfeitures to occur.

(c)Based on historical experience. The Companies would reevaluate this assumption if market conditions or business developments would reasonably indicate that future volatility might differ materially from historical experience.

A summary of changes in the status of the Performance RSUs’ TSR and non-TSR portions during the year ended December 31, 2025 is as follows:

157CON EDISON ANNUAL REPORT 2025
Con EdisonCECONY
Weighted Average Grant Date Fair Value (a)Weighted Average Grant Date Fair Value (a)
UnitsTSR Portion (b)Non-TSR Portion (c)UnitsTSR Portion (b)Non-TSR Portion (c)
Non-vested at December 31, 2024720,801$89.99$87.93561,407$90.01$88.35
Granted343,425107.6899.30266,717108.99100.04
Vested(203,587)90.0984.07(153,062)90.4684.66
Forfeited(16,121)95.7291.97(13,845)96.0192.24
Transferred (d)———(3,200)90.5487.70
Non-vested at December 31, 2025844,518$97.05$93.41658,017$97.47$93.87

(a)The TSR and non-TSR Portions each account for 50 percent of the awards’ value.

(b)Fair value is determined using the Monte Carlo simulation described above. Weighted average grant date fair value does not reflect any accrual or payment of dividends prior to vesting.

(c)Fair value is determined using the market price of one share of Con Edison common stock on the grant date. The market price has not been discounted to reflect that dividends do not accrue and are not payable on Performance RSUs until vesting.

(d)Represents allocation to another Con Edison subsidiary of a portion of the Performance RSUs that had been awarded to a CECONY officer who transferred to another subsidiary.

The total expense to be recognized by Con Edison in future periods for unvested Performance RSUs outstanding at December 31, 2025 is $29 million, including $26 million for CECONY, and is expected to be recognized over a weighted average period of one year for both Con Edison and CECONY. Con Edison and CECONY paid cash of $22 million and $20 million in 2025, $30 million and $27 million in 2024, and $21 million and $19 million in 2023, respectively, to settle vested Performance RSUs.

In accordance with the accounting rules for stock compensation, for time-based awards awarded to employees, the Companies accrue a liability and recognize compensation expense based on the market value of a common share throughout the vesting period. The vesting period for awards is three years and is based on the employee’s continuous service to Con Edison. Prior to vesting, the awards are subject to forfeiture in whole or in part under certain circumstances. The awards are “liability awards” because each restricted stock unit represents the right to receive, upon vesting, one share of Con Edison common stock, the cash value of a share or a combination thereof. As such, prior to vesting, changes in the fair value of the units are reflected in net income.

The time-based awards awarded to officers are “equity awards” because each restricted stock unit represents the right to receive, upon vesting, one share of Con Edison common stock with no cash value options. As such, in accordance with the accounting rules for stock compensation, the value of the awards is measured at the estimated fair value on the date of grant. The cost is recognized as compensation expense over the vesting period. The vesting period for awards is three years and is based on each officer’s continuous service to Con Edison.

A summary of changes in the status of time-based awards during the year ended December 31, 2025 is as follows:

Con EdisonCECONY
UnitsWeighted Average Grant Date Fair ValueUnitsWeighted Average Grant Date Fair Value
Non-vested at December 31, 2024508,070$89.80424,655$90.28
Granted218,87598.27181,36099.80
Vested(134,126)86.96(107,465)87.82
Forfeited(10,870)94.28(9,705)94.59
Transferred——(1,300)87.75
Non-vested at December 31, 2025581,949$93.56487,545$94.28

The total expense to be recognized by Con Edison in future periods for unvested time-based awards outstanding at December 31, 2025 is $22 million, including $20 million for CECONY, and is expected to be recognized over a weighted average period of one year. Con Edison and CECONY paid cash of $3 million in 2025 and $2 million in 2024 and 2023, to settle vested time-based awards.

CON EDISON ANNUAL REPORT 2025158

Under the LTIP, each non-employee director receives stock units, which are deferred until the director’s separation from service or another date specified by the director. Each director may also elect to defer all or a portion of their cash compensation into additional stock units, which are deferred until the director’s termination of service or another date specified by the director. Non-employee directors’ stock units issued under the LTIP are considered “equity awards,” because they may only be settled in shares. Directors immediately vest in units issued to them. The fair value of the units is determined using the closing price of Con Edison’s common stock on the business day immediately preceding the date of issue. In the year ended December 31, 2025, approximately 26,656 units were issued at a weighted average grant date price of $103.26.

Stock Purchase Plan

The Stock Purchase Plans, which were approved by shareholders in 2014 and 2024 (collectively, the Plan), provide for the Companies to contribute up to $1 for each $9 invested by their directors, officers or employees to purchase Con Edison common stock under the Plan. Eligible participants may invest up to $25,000 during any calendar year (subject to an additional limitation for officers and employees of not more than 20 percent of their pay). Dividends paid on shares held under the Plan are reinvested in additional shares unless otherwise directed by the participant.

Participants in the Plan immediately vest in shares purchased by them under the Plan. During 2025, 2024 and 2023, 757,757, 774,338 and 751,702 shares were purchased under the Plan at a weighted average price of $100.46, $94.71 and $91.80 per share, respectively.

159CON EDISON ANNUAL REPORT 2025

Note P – Financial Information by Business Segment

In December 2024, the Companies adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Prior periods presented have been updated to conform to the requirements of the ASU.

The business segments of each of the Companies, which are its operating segments, were determined based on management’s reporting and decision-making requirements in accordance with the accounting rules for segment reporting. Con Edison’s chief operating decision maker (CODM) is the Con Edison President and Chief Executive Officer, and CECONY’s CODMs are the CECONY Chief Executive Officer and the CECONY President. Con Edison's CODM is regularly provided with each company’s operating income to assess performance and allocate resources, including drivers of budget variances by regulated utility service for the Utilities, and for the nonregulated entities. CECONY’s CODMs are regularly provided with CECONY’s operating income to assess performance and allocate resources, including drivers of budget variances by CECONY's principal business segments.

Con Edison’s principal business segments are CECONY’s regulated utility activities, O&R’s regulated utility activities and Con Edison Transmission. CECONY’s principal business segments are its regulated electric, gas and steam utility activities.

All revenues of these business segments are from customers located in the United States of America. Also, all assets of the business segments are located in the United States of America. The accounting policies of the segments are the same as those described in Note A.

Common services shared by the business segments are assigned directly or allocated based on various cost factors, depending on the nature of the service provided.

The financial data for the business segments are as follows:

CON EDISON ANNUAL REPORT 2025160
As of and for the Year Ended December 31, 2025 (Millions of Dollars)Operating revenuesInter- segment revenuesOther operations and maintenance(c)Depreciation and amortizationOther operating expense (c)Operating incomeOther Income (deductions)Interest ExpenseAllowance for borrowed funds used during constructionIncome Tax ExpenseTotal assetsCapital expenditures
CECONY
Electric$11,670$20$2,614$1,597$5,403$2,056$612$856($38)$404$48,463$3,201
Gas3,27895564821,489751137301(17)14418,1001,151
Steam7037722411436054858(1)(4)2,753113
Consolidation adjustments—(106)——————————
Total CECONY$15,651$—$3,394$2,193$7,252$2,812$797$1,215($56)$544$69,316$4,465
O&R
Electric$934$—$297$87$441$109$35$47($5)$23$2,966$337
Gas331—8340163451224(1)41,454144
Total O&R$1,265$—$380$127$604$154$47$71($6)$27$4,420$481
Con Edison Transmission$4$—$29$1$—($26)$46$—$—$9$488$50
Other (b)(2)—1—2(5)59—(6)379—
Total Con Edison$16,918$—$3,804$2,321$7,858$2,935$895$1,295($62)$574$74,603$4,996
As of and for the Year Ended December 31, 2024 (Millions of Dollars)Operating revenuesInter- segment revenuesOther operations and maintenance (c)Depreciation and amortizationOther operating expense (c)Operating incomeOther Income (deductions)Interest ExpenseAllowance for borrowed funds used during constructionIncome Tax ExpenseTotal assetsCapital expenditures
CECONY
Electric$10,717$20$2,622$1,471$4,792$1,832$441$826($41)$193$46,275$3,088
Gas2,83495284581,100748102287(16)13216,5071,154
Steam57875203108254133554(1)(11)2,868132
Consolidation adjustments—(104)——————————
Total CECONY$14,129$—$3,353$2,037$6,146$2,593$578$1,167($58)$314$65,650$4,374
O&R
Electric$852$—$307$82$351$112$25$43($5)$24$2,596$214
Gas273—803510949722—51,464111
Total O&R$1,125$—$387$117$460$161$32$65($5)$29$4,060$325
Con Edison Transmission$4$—$11$1$—$(8)$61$—$—$8$470$29
Other (b)(2)———74(76)(16)18—(33)382—
Total Con Edison$15,256$—$3,751$2,155$6,680$2,670$655$1,250($63)$318$70,562$4,728
161CON EDISON ANNUAL REPORT 2025
As of and for the Year Ended December 31, 2023 (Millions of Dollars)Operating revenuesInter- segment revenuesOther operations and maintenance (c)Depreciation and amortizationOther operating expense (c)Operating incomeOther Income (deductions)Interest ExpenseAllowance for borrowed funds used during constructionIncome Tax ExpenseTotal assetsCapital expenditures
CECONY
Electric$10,078$18$2,417$1,395$4,698$1,568$564$708($34)$217$42,226$2,909
Gas2,82985284291,190682122240(13)15916,3431,046
Steam56974231100311(73)4646(2)(18)3,031128
Consolidation adjustments—(100)——————————
Total CECONY$13,476$—$3,176$1,924$6,199$2,177$732$994($49)$358$61,600$4,083
O&R
Electric$759$—$292$76$306$85$37$35($3)$20$2,329$211
Gas297—8330143411219—81,34685
Total O&R$1,056$—$375$106$449$126$49$54($3)$28$3,675$296
Clean Energy Businesses (a)$129$—$47$—$45$37$1$16$—$3$—$81
Con Edison Transmission4—1111(9)622—1441449
Other (b)(2)—(3)—(864)865(14)9—84642—
Total Con Edison$14,663$—$3,606$2,031$5,830$3,196$830$1,075($52)$487$66,331$4,509

(a)The Clean Energy Businesses were classified as held for sale as of December 31, 2022. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. As a result of this sale, the Clean Energy Businesses are no longer a principal segment. See Note W and Note X.

(b)Other includes the parent company, Con Edison’s tax equity interests, consolidation adjustments and Broken Bow II, the deferred project that was classified as held for sale at December 31, 2024, with the sale and transfer completed in January 2025.

(c)Other operations and maintenance expenses constitute significant segment expenses which are regularly provided to the CODMs. Other operating expense includes other segment items (purchased power, fuel, gas purchased for resale, taxes other than income taxes) and, for 2023, the preliminary gain on the sale of the Clean Energy Businesses. See Note W.

CON EDISON ANNUAL REPORT 2025162

Note Q – Derivative Instruments and Hedging Activities

Con Edison’s subsidiaries hedge market price fluctuations associated with physical purchases and sales of electricity, natural gas, steam and, to a lesser extent, refined fuels by using derivative instruments including futures, forwards, basis swaps, options, transmission congestion contracts and financial transmission rights contracts. These are economic hedges, for which the Utilities do not elect hedge accounting. The Companies use economic hedges to manage commodity price risk in accordance with provisions set by state regulators. The volume of hedging activity at the Utilities depends upon the forecasted volume of physical commodity supply to meet customer needs, and program costs or benefits are recovered from or credited to full-service customers, respectively. Derivatives are recognized on the consolidated balance sheet at fair value (see Note R), unless an exception is available under the accounting rules for derivatives and hedging. Qualifying derivative contracts that have been designated as normal purchases or normal sales contracts are not reported at fair value under the accounting rules.

The fair values of the Companies’ derivatives, including the offsetting of assets and liabilities, on the consolidated balance sheets at December 31, 2025 and 2024 were:

(Millions of Dollars)20252024
Balance Sheet LocationGross Amounts of Recognized Assets/ (Liabilities)Gross Amounts OffsetNet Amounts of Assets/(Liabilities) (a)Gross Amounts of Recognized Assets/ (Liabilities)Gross Amounts OffsetNet Amounts of Assets/(Liabilities) (a)
Con Edison
Fair value of derivative assets
Current$175$(90)$85(b)$56$(41)$15(b)
Noncurrent149(23)12639(12)27
Total fair value of derivative assets$324$(113)$211$95$(53)$42
Fair value of derivative liabilities
Current$(75)$45$(30)(b)$(92)$44$(48)(b)
Noncurrent(18)10(8)(108)12(96)
Total fair value of derivative liabilities$(93)$55$(38)$(200)$56$(144)
Net fair value derivative assets/(liabilities)$231$(58)$173$(105)$3$(102)
CECONY
Fair value of derivative assets
Current$162$(88)$74(b)$51$(40)$11(b)
Noncurrent136(19)11736(11)25
Total fair value of derivative assets$298$(107)$191$87$(51)$36
Fair value of derivative liabilities
Current$(70)$43$(27)(b)$(84)$42$(42)(b)
Noncurrent(14)8(6)(95)11(84)
Total fair value of derivative liabilities$(84)$51$(33)$(179)$53$(126)
Net fair value derivative assets/(liabilities)$214$(56)$158$(92)$2$(90)

(a)Derivative instruments and collateral were offset on the consolidated balance sheet as applicable under the accounting rules. The Companies enter into master agreements for their commodity derivatives. These agreements typically provide offset in the event of contract termination. In such case, generally the non-defaulting party’s payable will be offset by the defaulting party’s payable. The non-defaulting party will customarily notify the defaulting party within a specific time period and come to an agreement on the early termination amount.

(b)At December 31, 2025, margin deposits for Con Edison and CECONY were classified as derivative assets of $1 million and $0, respectively, and as derivative liabilities of $(16) million and $(14) million, respectively. At December 31, 2024, margin deposits for Con Edison and CECONY were classified as derivative assets of $0 each, and as derivative liabilities of $(4) million and $(2) million, respectively. These amounts are presented on the consolidated balance sheets, but not included in the table.

The Utilities generally recover their prudently incurred fuel, purchased power and gas costs, including hedging gains and losses, in accordance with rate provisions approved by the applicable state utility regulators. In accordance with the accounting rules for regulated operations, the Utilities record a regulatory asset or regulatory liability to defer recognition of unrealized gains and losses on their electric and gas derivatives. As gains and losses are realized in future periods, they will be recognized as purchased power, gas and fuel costs in the Companies’ consolidated income statements.

163CON EDISON ANNUAL REPORT 2025

The Clean Energy Businesses recorded realized and unrealized gains and losses on their derivative contracts in gas purchased for resale and non-utility revenue in the reporting period in which they occurred. The Clean Energy Businesses recorded changes in the fair value of their interest rate swaps in other interest expense at the end of each reporting period. Management believes that these derivative instruments represent economic hedges that mitigate exposure to fluctuations in commodity prices and interest rates. 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.

The following table presents the realized and unrealized gains or losses on derivatives that have been deferred or recognized in earnings for the years ended December 31, 2025 and 2024:

Con EdisonCECONY
(Millions of Dollars)Financial Statement Location2025202420252024
Pre-tax gains (losses) deferred in accordance with accounting rules for regulated operations:
CurrentRegulatory liabilities$140$(49)$130$(49)
NoncurrentRegulatory liabilities111(41)103(43)
Total deferred gains (losses)$251$(90)$233$(92)
CurrentRegulatory assets$5$166$2$161
CurrentRecoverable energy costs54(318)50(294)
NoncurrentRegulatory assets88577954
Total deferred or recognized gains (losses)$147$(95)$131$(79)
Net deferred or recognized gains (losses) (a)$398$(185)$364$(171)

(a) Unrealized net deferred losses on electric and gas derivatives for the Utilities decreased as a result of higher electric and gas commodity prices during the year ended December 31, 2025. Upon settlement, short-term deferred derivative losses generally increase the recoverable costs of electric and gas purchases.

The following table presents the hedged volume of Con Edison’s and CECONY’s commodity derivative transactions at December 31, 2025:

Electric Energy (MWh) (a)(b)Capacity (MW-mos) (a)Natural Gas (Dt) (a)(b)Refined Fuels (gallons)
Con Edison36,356,08529,550311,800,0003,780,000
CECONY34,025,97519,350292,490,0003,780,000

(a)Volumes are reported net of long and short positions, except natural gas collars where the volumes of long positions are reported.

(b)Excludes electric congestion and gas basis swap contracts which are associated with electric and gas contracts and hedged volumes.

The Companies are exposed to credit risk related to transactions entered into primarily for the various energy supply and hedging activities by the Utilities. Credit risk relates to the loss that may result from a counterparty’s nonperformance. The Companies use credit policies to manage this risk, including an established credit approval process, monitoring of counterparty limits, netting provisions within agreements, collateral or prepayment arrangements, credit insurance and credit default swaps. The Companies measure credit risk exposure as the replacement cost for open energy commodity and derivative positions plus amounts owed from counterparties for settled transactions. The replacement cost of open positions represents unrealized gains, net of any unrealized losses where the Companies have a legally enforceable right to offset.

At December 31, 2025, Con Edison and CECONY had $73 million and $65 million of credit exposure, respectively, in connection with open energy supply net receivables and hedging activities, net of collateral. Con Edison’s net credit exposure consisted of $58 million with investment-grade counterparties, and $15 million with commodity exchange brokers. CECONY’s net credit exposure consisted of $50 million with investment-grade counterparties, and $15 million with commodity exchange brokers.

The collateral requirements associated with, and settlement of, derivative transactions are included in net cash flows from operating activities in the Companies’ consolidated statements of cash flows. Most derivative instrument contracts contain provisions that may require a party to provide collateral on its derivative instruments that are in a net liability position. The amount of collateral to be provided will depend on the fair value of the derivative instruments and the party’s credit ratings.

CON EDISON ANNUAL REPORT 2025164

The following table presents the aggregate fair value of the Companies’ derivative instruments with credit-risk-related contingent features that are in a net liability position, the collateral posted including cash and letters of credit for such positions and the additional cash collateral that would have been required to be posted had the lowest applicable credit rating been reduced one level and to below investment grade at December 31, 2025:

(Millions of Dollars)Con Edison (a)CECONY (a)
Aggregate fair value – net liabilities$28$23
Collateral posted2—
Additional collateral (b) (downgrade one level from current ratings)32
Additional collateral (b)(c) (downgrade to below investment grade from current ratings)4135

(a)Non-derivative transactions for the purchase and sale of electricity and gas and qualifying derivative instruments, that have been designated as normal purchases or normal sales, are excluded from the table. These transactions primarily include purchases of electricity from independent system operators. In the event the Utilities are no longer extended unsecured credit for such purchases, the Companies would be required to post additional cash collateral of $2 million at December 31, 2025. For certain other such non-derivative transactions, the Companies could be required to post collateral under certain circumstances, including in the event counterparties had reasonable grounds for insecurity.

(b)The Companies measure the collateral requirements by taking into consideration the fair value amounts of derivative instruments that contain credit-risk-related contingent features that are in a net liability position plus amounts owed to counterparties for settled transactions and amounts required by counterparties for minimum financial security. The fair value amounts represent unrealized losses, net of any unrealized gains where the Companies have a legally enforceable right to offset.

(c)Derivative instruments that are net assets have been excluded from the table. At December 31, 2025, if Con Edison had been downgraded to below investment grade, it would have been required to post additional cash collateral for such derivative instruments of $83 million.

Note R – Fair Value Measurements

The accounting rules for fair value measurements and disclosures define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, that refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Companies often make certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. The Companies use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The accounting rules for fair value measurements and disclosures established a fair value hierarchy, that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The rules require that assets and liabilities be classified in their entirety based on the level of input that is significant to the fair value measurement. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability, and may affect the valuation of the asset or liability and their placement within the fair value hierarchy. The Companies classify fair value balances based on the fair value hierarchy defined by the accounting rules for fair value measurements and disclosures as follows:

  • Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. An active market is one in which transactions for assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. This category includes contracts traded on active exchange markets valued using unadjusted prices quoted directly from the exchange.

  • Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date. The industry standard models consider observable assumptions including time value, volatility factors and current market and contractual prices for the underlying commodities, in addition to other economic measures. This category includes contracts traded on active exchanges or in over-the-counter markets priced with industry standard models.

  • Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost benefit constraints. This category includes contracts priced using models that are internally developed and contracts placed in illiquid markets. It also includes contracts that expire after

165CON EDISON ANNUAL REPORT 2025

the period of time for which quoted prices are available and internal models are used to determine a significant portion of the value.

Assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024 are summarized below.

20252024
(Millions of Dollars)Level 1Level 2Level 3Netting Adjustment (d)TotalLevel 1Level 2Level 3Netting Adjustment (d)Total
Con Edison
Derivative assets:
Commodity (a)(b)(c)$19$292$5$(104)$212$9$81$1$(49)$42
Mutual Funds (a)(b)606———606570———570
Cash Value of Life Insurance Policies (a)(b)—138——138—129——129
Total assets$625$430$5$(104)$956$579$210$1$(49)$741
Derivative liabilities:
Commodity (a)(b)(c)$6$70$10$(32)$54$5$175$16$(48)$148
CECONY
Derivative assets:
Commodity (a)(b)(c)$19$270$2$(100)$191$9$74$1$(48)$36
Mutual Funds (a)(b)591———591553———553
Cash Value of Life Insurance Policies (a)(b)—131——131—123——123
Total assets$610$401$2$(100)$913$562$197$1$(48)$712
Derivative liabilities:
Commodity (a)(b)(c)$6$68$5$(32)$47$4$164$7$(47)$128

(a)The Companies’ policy is to review the fair value hierarchy and recognize transfers into and transfers out of the levels at the end of each reporting period. Transfers out of Level 3 represent assets and liabilities that were previously classified as Level 3 for which the inputs became observable for classification in Level 2. The inputs are now observable because of availability of observable market data due to the decrease in the terms of certain contracts from beyond three years to less than three years.

(b)Level 2 assets and liabilities include investments held in the deferred compensation plan and/or non-qualified retirement plans, exchange-traded contracts where there is insufficient market liquidity to warrant inclusion in Level 1, and certain over-the-counter derivative instruments for electricity, refined products and natural gas. Derivative instruments classified as Level 2 are valued using industry standard models that incorporate corroborated observable inputs, such as pricing services or prices from similar instruments that trade in liquid markets, time value and volatility factors.

(c)The accounting rules for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities. At December 31, 2025 and 2024, the Companies determined that nonperformance risk would have no material impact on their financial position or results of operations.

(d)Amounts represent the impact of legally-enforceable master netting agreements that allow the Companies to net gain and loss positions and cash collateral held or placed with the same counterparties.

The employees in the Companies’ risk management group develop and maintain the Companies’ valuation policies and procedures for, and verify pricing and fair value valuation of, commodity derivatives. Under the Companies’ policies and procedures, multiple independent sources of information are obtained for forward price curves used to value commodity derivatives. Fair value and changes in fair value of commodity derivatives are reported monthly to the Companies’ risk committees, comprised of officers and employees of the Companies that oversee energy hedging at the Utilities. The risk management group reports to the Companies’ Vice President and Treasurer.

CON EDISON ANNUAL REPORT 2025166
Fair Value of Level 3 at December 31, 2025Average Market Price
(Millions of Dollars)Valuation TechniquesUnobservable InputsRange
Con Edison — Commodity
Electricity$(5)Discounted Cash FlowForward capacity prices ($/kW-month) (a)$1.36 - $13.76 per kW$4.33
Transmission Congestion ContractsImmaterialDiscounted Cash FlowInter-zonal forward price curves adjusted for historical zonal losses ($/MWh) (b)$(2.04) -$3.03 per MWh$1.15
Total Con Edison—Commodity$(5)
CECONY — Commodity
Electricity$(3)Discounted Cash FlowForward capacity prices ($/kW-month) (a)$1.36 - $13.76 per kW$4.72
Transmission Congestion ContractsImmaterialDiscounted Cash FlowInter-zonal forward price curves adjusted for historical zonal losses ($/MWh) (b)$(2.04) -$3.03 per MWh$1.15
Total CECONY—Commodity$(3)

(a)Generally, increases/(decreases) in this input in isolation would result in a higher (lower) fair value measurement.

(b)Generally, increases/(decreases) in this input in isolation would result in a lower (higher) fair value measurement.

The table listed below provides a reconciliation of the beginning and ending net balances for assets and liabilities measured at fair value for the years ended December 31, 2025 and 2024 and classified as Level 3 in the fair value hierarchy:

Con EdisonCECONY
(Millions of Dollars)2025202420252024
Beginning balance as of January 1,$(15)$(8)$(6)$(5)
Included in earnings(3)(9)—(4)
Included in regulatory assets and liabilities10(7)3—
Settlements310—4
Transfer out of level 3—(1)—(1)
Ending balance as of December 31$(5)$(15)$(3)$(6)

Realized gains and losses on the Utilities' Level 3 commodity derivative assets and liabilities are reported as part of purchased power, gas and fuel costs. The Utilities generally recover these costs in accordance with rate provisions approved by the applicable state public utilities regulators. See Note A. Unrealized gains and losses for commodity derivatives are generally deferred on the Companies' consolidated balance sheets in accordance with the accounting rules for regulated operations.

For the Clean Energy Businesses, realized and unrealized gains and losses on Level 3 commodity derivative assets and liabilities were reported in non-utility revenues ($17 million loss) on the consolidated income statement for the year ended December 31, 2023. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses and amounts for 2023 are shown through the date of sale. See Note W and Note X.

Note S – Variable Interest Entities

The accounting rules for consolidation address the consolidation of a variable interest entity (VIE) by a business enterprise that is the primary beneficiary. A VIE is an entity that does not have a sufficient equity investment at risk to permit it to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest. The primary beneficiary is the business enterprise that has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and either absorbs a significant amount of the VIE’s losses or has the right to receive benefits that could be significant to the VIE.

167CON EDISON ANNUAL REPORT 2025

The Companies enter into arrangements including leases, partnerships and electricity purchase agreements, with various entities. As a result of these arrangements, the Companies retain or may retain a variable interest in these entities.

CECONY

CECONY has an ongoing long-term electricity purchase agreement with Brooklyn Navy Yard Cogeneration Partners, LP, a potential VIE. In 2025, a request was made of this counterparty for information necessary to determine whether the entity was a VIE and whether CECONY is the primary beneficiary; however, the information was not made available. See Note I for information on this electricity purchase agreement; the payments for this contract constitute CECONY's maximum exposure to loss with respect to the potential VIE.

Clean Energy Businesses

Con Edison has determined that the use of Hypothetical Liquidation at Book Value (HLBV) accounting is reasonable and appropriate to attribute income and loss to the tax equity investors for various projects owned by the Clean Energy Businesses. See "Use of Hypothetical Liquidation at Book Value" in Note A. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. In connection with the sale, Con Edison retained a tax equity interest in two renewable electric projects located in Virginia (Virginia Tax Equity Interest), and in the Crane solar project. Con Edison sold its tax equity investment interest in the Crane solar project to another member in October 2025 after holding it for a five-year period and will continue to employ HLBV accounting for the Virginia Tax Equity Interest. See Note W.

Retained Projects

Con Edison retained the Virginia Tax Equity Interest that is accounted for as an equity method investment and represents the maximum exposure to loss for this investment. See Note A and Note W. The earnings of the projects are determined using the HLBV method of accounting and resulted in income of $2 million ($1.6 million, after tax), and losses of $3 million ($2.5 million, after tax) and $14 million ($10 million, after tax) for the years ended December 31, 2025, 2024 and 2023, respectively.

Con Edison is not the primary beneficiary of the two Virginia renewable electric projects since the power to direct the activities that most significantly impact their economics is not held by Con Edison.

Note T – Asset Retirement Obligations

The Companies recognize a liability at fair value for legal obligations associated with the retirement of long-lived assets in the period in which they are incurred, or when sufficient information becomes available to reasonably estimate the fair value of such legal obligations. When the liability is initially recorded, asset retirement costs are capitalized by increasing the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. The fair value of the asset retirement obligation liability is measured using expected future cash flows discounted at credit-adjusted risk-free rates, historical information, and where available, quoted prices from outside contractors. The Companies evaluate these assumptions underlying the asset retirement obligation liability on an annual basis or as frequently as needed.

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

The Companies did not record an asset retirement obligation for the removal of asbestos associated with the structures enclosing generating stations and substations. For these building structures, the Companies were unable to reasonably estimate their asset retirement obligations because the Companies were unable to estimate the undiscounted retirement costs or the retirement dates and settlement dates. The amount of the undiscounted retirement costs could vary considerably depending on the disposition method for the building structures, and the method has not been determined. The Companies anticipate continuing to use these building structures in their businesses for an indefinite period, and so the retirement dates and settlement dates are not determinable.

The Utilities include in depreciation rates the estimated removal costs, less salvage, for utility plant assets. The amounts related to removal costs that are associated with asset retirement obligations are classified as an asset

CON EDISON ANNUAL REPORT 2025168

retirement liability. Pursuant to accounting rules for regulated operations, future removal costs that do not represent legal asset retirement obligations are recorded as regulatory liabilities. Accretion and depreciation expenses related to removal costs that represent legal asset retirement obligations are applied against the Companies’ regulatory liabilities. Asset retirement costs that are recoverable from customers are recorded as regulatory liabilities to reflect the timing difference between costs recovered through the rate-making process and recognition of costs.

The following table represents the balance of asset retirement obligations as of December 31, 2025 and 2024, and changes to the obligation for the years then ended:

Con EdisonCECONY
(Millions of Dollars)2025(a)2024(a)20252024
Beginning Balance as of January 1,$453$522$452$520
Changes in estimated cash flows84(21)82(21)
Accretion expense18201820
Liabilities settled(77)(68)(76)(67)
Ending Balance as of December 31, (b)$478$453$476$452

(a)The asset retirement obligations of Broken Bow II in 2024 are reflected in current liabilities held for sale on Con Edison's consolidated balance sheet as of December 31, 2024. For 2024, $3 million of asset retirement obligations related to Broken Bow II are not shown in the table above, as they are already excluded from the beginning balance as of January 1, 2024 for Con Edison. Broken Bow II was sold and transferred in January 2025. See Note A, Note W, and Note X.

(b)At December 31, 2025, Con Edison and CECONY recorded reductions of $64 million and $63 million, respectively, to the regulatory liability associated with cost of removal to reflect depreciation and interest expense. At December 31, 2024, Con Edison and CECONY recorded reductions of $85 million and $84 million, respectively, to the regulatory liability associated with cost of removal to reflect depreciation and interest expense.

Note U – Related Party Transactions

The NYSPSC generally requires that the Utilities and Con Edison’s other subsidiaries be operated as separate entities. The Utilities and the other subsidiaries are required to have separate operating employees and operating officers of the Utilities may not be operating officers of the other subsidiaries. The Utilities may provide administrative and other services to, and receive such services from, Con Edison and its other subsidiaries only pursuant to cost allocation procedures approved by the NYSPSC. Transfers of assets between the Utilities and Con Edison or its other subsidiaries may be made only as approved by the NYSPSC. The debt of the Utilities is to be raised directly by the Utilities and not derived from Con Edison. Without the prior permission of the NYSPSC, the Utilities may not make loans to, guarantee the obligations of, or pledge assets as security for the indebtedness of Con Edison or its other subsidiaries. The NYSPSC limits the dividends that the Utilities may pay Con Edison. See “Dividends” in Note C. As a result, substantially all of the net assets of CECONY and O&R ($22,037 million and $1,291 million, respectively), at December 31, 2025, are considered restricted net assets. The NYSPSC may impose additional measures to separate, or “ring fence,” the Utilities from Con Edison and its other subsidiaries.

The costs of administrative and other services provided by CECONY to, and received by it from, Con Edison and its other subsidiaries for the years ended December 31, 2025, 2024 and 2023 were as follows:

CECONY (a)
(Millions of Dollars)202520242023
Cost of services provided$163$147$146
Cost of services received858282

(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.

In addition, CECONY and O&R have joint gas supply arrangements pursuant to which CECONY sold to, or acted as agent to purchase for, O&R $114 million, $77 million and $82 million of natural gas for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are net of the effect of related hedging transactions.

At December 31, 2025 and 2024, CECONY's net receivable from Con Edison for income taxes were $24 million and $344 million, respectively.

169CON EDISON ANNUAL REPORT 2025

The Utilities perform work and incur expenses on behalf of New York Transco, a company in which Con Edison Transmission owns an interest. The Utilities bill New York Transco for such work and expenses in accordance with established policies. For the years ended December 31, 2025 and 2024, the amounts billed by the Utilities to New York Transco were immaterial.

CECONY has a 20-year transportation contract with MVP, a company in which Con Edison Transmission owns an interest, for 200,000 Dts per day of capacity. See "Investment in Mountain Valley Pipeline, LLC (MVP)" in Note A. In October 2017, the Environmental Defense Fund and the Natural Resource Defense Council requested the NYSPSC to prohibit CECONY from recovering costs under its contract with MVP unless CECONY can demonstrate that the contract is in the public interest. CECONY advised the NYSPSC that it would respond to the request if the NYSPSC were to open a proceeding to consider this request. For the years ended December 31, 2025 and 2024, the amounts billed by MVP to CECONY were $55 million and $28 million, respectively.

FERC has authorized CECONY to lend funds to O&R for a period of not more than 12 months, in an amount not to exceed $250 million, at prevailing market rates. At December 31, 2025 and 2024 there were no outstanding loans to O&R.

The Clean Energy Businesses had financial electric capacity contracts with CECONY and O&R. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. As a result of the sale, the Clean Energy Businesses are no longer recognized as a related party. See Note W and Note X.

The Consolidated Edison Foundation, Inc. (the Foundation), established in December 2023, is a non-consolidated not-for-profit corporation funded by Con Edison that makes contributions to selected charitable organizations. In March 2025, Con Edison made a contribution of $12 million that Con Edison accrued as an expense in "Other Income and Deductions" within its consolidated income statement for the year ended December 31, 2024.

Note V – New Financial Accounting Standards

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve disclosures about a public business entity's expenses. The ASU addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions. The amendments require a public business entity to disclose, in the notes to the financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Companies are evaluating the potential impact of the ASU on their financial position, results of operations and liquidity.

In September 2025, the FASB issued amendments to the guidance on accounting for Intangibles— Goodwill and Other—Internal-Use Software (Subtopic 350-40) through ASU 2025-06. The guidance modernizes and clarifies the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The Companies are evaluating the potential impact of this new standard on their financial position, results of operations and liquidity.

Also in September 2025, the FASB issued amendments to the guidance on accounting for Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) through ASU 2025-07. The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments in a revenue contract with a customer. The amendments in ASU 2025-07 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods, with early adoption permitted. The Companies are evaluating the potential impact of this new standard on their financial position, results of operations and liquidity.

CON EDISON ANNUAL REPORT 2025170

Note W – Dispositions

Clean Energy Businesses

During the first nine months of 2022, Con Edison considered strategic alternatives with respect to the Clean Energy Businesses. On October 1, 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 all of the stock of the Clean Energy Businesses to RWE Renewables Americas, LLC, a subsidiary of RWE for a total of $6,800 million, subject to closing adjustments. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses to RWE for $3,993 million. The preliminary purchase price at the March 1, 2023 closing was adjusted (i) upward for certain cash and cash equivalents, (ii) downward for certain indebtedness and debt-like items, (iii) downward for certain transaction expenses, (iv) downward to the extent that the net working capital varied from a set target, (v) upward to the extent that capital expenditures incurred prior to the closing of the transaction varied from a set budget, and (vi) downward by the value allocated to Broken Bow II, a project that was not able to be conveyed to RWE upon closing of the transaction. The process to finalize the purchase price was completed during the second quarter of 2024. The final purchase price was subject to customary adjustments for timing differences and a final valuation report, among other factors. The transaction was completed at arm’s length and RWE was not, and will not be, considered a related party to Con Edison.

The sale on March 1, 2023 included all assets, operations and projects of the Clean Energy Businesses with the exception of a tax equity interest in the Crane solar project and the Virginia Tax Equity Interest described below and one deferred project, Broken Bow II, a 75 MW nameplate capacity wind power project located in Nebraska. See Note X. In January 2025, Con Edison completed the sale and transfer of Broken Bow II to RWE and the corresponding value of $54 million (net of assumed debt and other final adjustments) was paid to Con Edison. RWE Renewables Americas, LLC operated the facility on behalf of Con Edison until the transfer to RWE pursuant to certain service agreements, for which the fees were not material.

For the year ended December 31, 2023, Con Edison's preliminary gain on the sale of all of the stock of the Clean Energy Businesses was $865 million ($767 million, after tax). The portion of the gain attributable to the non-controlling interest retained in certain tax-equity projects was not material. For the year ended December 31, 2024, the gain on the sale of all of the stock of the Clean Energy Businesses was adjusted downward by $62 million ($46 million after-tax) in aggregate due to certain customary closing adjustments, including $33 million ($25 million after-tax) to align with the consideration received upon the sale and transfer of Broken Bow II in January 2025. See Note X.

Con Edison retained the Clean Energy Businesses' tax equity investment interest in the Crane solar project and the Virginia Tax Equity Interest. These tax equity partnerships produced renewable energy tax credits that can be used to reduce Con Edison’s federal income tax. These tax credits are subject to recapture, in whole or in part, if the assets are sold within a five-year period beginning on the date on which the assets are placed in service. Con Edison will continue to employ HLBV accounting for the Virginia Tax Equity interest. Con Edison sold its tax equity interest in the Crane solar project to another member in October 2025 after holding it for a five-year period. The combined carrying value of the retained tax equity interests was $5 million and $4 million at December 31, 2025 and 2024, respectively.

Con Edison also retained any post-sale deferred income taxes (federal and state income taxes, including tax attributes), any valuation allowances associated with the deferred tax assets, all current federal taxes and New York State taxes and the estimated liability for uncertain tax positions. The unamortized deferred investment tax credits of the Clean Energy Businesses were recognized in full upon the completion of the sale of all of the stock of the Clean Energy Businesses.

Concurrent with entering into the purchase and sale agreement, Con Edison incurred costs in the normal course of the sale process. Transaction costs of $12 million ($9 million after-tax) were recorded during 2023. Also, depreciation and amortization expense of approximately $41 million ($28 million after-tax) were not recorded on the assets of the Clean Energy Businesses in 2023 prior to the closing of the transaction.

Following the sale of all of the stock of the Clean Energy Businesses and pursuant to a reimbursement and indemnity agreement with RWE, Con Edison remains responsible for certain potential costs related to a battery storage project located in Imperial County, California. Con Edison's exposure under the agreement could range up to approximately $172 million. As of December 31, 2025, no material amounts were recorded as liabilities on Con Edison's consolidated balance sheet related to this agreement. During 2023, Con Edison received $24 million of net

171CON EDISON ANNUAL REPORT 2025

proceeds from this battery storage project. Con Edison had $4 million of unbilled contract revenue recorded as of December 31, 2024 and 2025. See Note M.

The pre-tax operating income, and pre-tax operating income excluding the non-controlling interest for the Clean Energy Businesses in 2023 through the date of the sale was $25 million and $21 million, respectively.

Note X - Held-for-Sale Treatment of the Clean Energy Businesses

On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W. The sale included all assets, operations and projects of the Clean Energy Businesses with the exception of tax equity interests in three projects and one deferred project, Broken Bow II, a 75 MW nameplate capacity wind power project located in Nebraska. In January 2025, Con Edison completed the sale and transfer of Broken Bow II to RWE and the corresponding value of $54 million (net of assumed debt and other final adjustments) was paid to Con Edison. RWE Renewables Americas, LLC operated the facility on behalf of Con Edison until the transfer to RWE pursuant to certain service agreements, for which the fees were not material. Following the sale and transfer of Broken Bow II in January 2025, Con Edison did not have any assets or liabilities recorded on a held-for-sale basis.

For the year ended December 31, 2024, the book value of the assets of Broken Bow II were reduced to align with the consideration received upon the transfer of the project in January 2025, resulting in a downward adjustment to the cumulative gain on the sale of all of the stock of the Clean Energy Businesses of $33 million ($25 million after-tax). See Note W.

The carrying amounts of the major classes of assets and liabilities of Broken Bow II, that were transferred from Con Edison to RWE in January 2025, were presented on a held-for-sale basis as of December 31, 2024, and accordingly, excluded net deferred tax liability balances, as follows:

(Millions of Dollars)December 31, 2024
ASSETS
CURRENT ASSETS
Cash and temporary cash investments$1
Accounts receivable and other receivables - net allowance for uncollectible accounts2
Restricted cash8
TOTAL CURRENT ASSETS11
NON-UTILITY PLANT
Non-utility property, net accumulated depreciation59
NET PLANT59
OTHER NONCURRENT ASSETS
Intangible assets, less accumulated amortization56
Operating lease right-of-use asset7
TOTAL OTHER NONCURRENT ASSETS63
TOTAL ASSETS$133
CON EDISON ANNUAL REPORT 2025172
(Millions of Dollars)December 31, 2024
LIABILITIES
CURRENT LIABILITIES
Long-term debt due within one year$2
Operating lease liabilities2
Other current liabilities10
TOTAL CURRENT LIABILITIES14
NONCURRENT LIABILITIES
Asset retirement obligations3
Operating lease liabilities5
TOTAL NONCURRENT LIABILITIES8
LONG-TERM DEBT57
TOTAL LIABILITIES$79
173CON EDISON ANNUAL REPORT 2025

Schedule I

Condensed Financial Information of Consolidated Edison, Inc. (a)

Condensed Statement of Income and Comprehensive Income

(Parent Company Only)

For the Years Ended December 31,
(Millions of Dollars, except per share amounts)202520242023
Equity in earnings of subsidiaries$2,022$1,904$1,759
Other operating and maintenance expenses(2)(1)—
Taxes other than income taxes(6)(12)(2)
Other income (deductions)—(14)7
Interest expense(9)(18)(14)
Income tax benefit (expense)1823(96)
Gain (Loss) on the sale of the Clean Energy Businesses—(62)865
Net Income$2,023$1,820$2,519
Comprehensive Income$2,009$1,827$2,520
Net Income Per Share – Basic$5.66$5.26$7.25
Net Income Per Share – Diluted$5.64$5.24$7.21
Dividends Declared Per Share$3.40$3.32$3.24
Average Number Of Shares Outstanding—Basic (In Millions)357.4346.0347.7
Average Number Of Shares Outstanding—Diluted (In Millions)358.7347.3349.3

(a)These condensed financial statements, in which Con Edison’s subsidiaries have been included using the equity method, should be read together with its consolidated financial statements and the notes thereto appearing above.

CON EDISON ANNUAL REPORT 2025174

Condensed Financial Information of Consolidated Edison, Inc. (a)(b)

Condensed Statement of Cash Flows

(Parent Company Only)

For the Years Ended December 31,
(Millions of Dollars)202520242023
Net Cash Flows From Operating Activities$1,192$1,204$772
Investing Activities
Contributions to subsidiaries(1,410)(175)(1,854)
Proceeds from sale of Broken Bow II, net of cash and cash equivalents sold45——
Proceeds from sale of the Clean Energy Businesses, net of cash and cash equivalents sold——3,927
Net Cash Flows From (Used In) Investing Activities(1,365)(175)2,073
Financing Activities
Net issuance (payment) of short-term debt(33)957
Borrowing under term loan——200
Repayment under term loan——(600)
Retirement of long-term debt——(650)
Common stock dividends(1,166)(1,100)(1,096)
Issuance of common shares for stock plans, net of repurchases646056
Issuance of common shares - public offering1,308——
Repurchase of common shares——(1,000)
Net Cash Flows From (Used In) Financing Activities173(1,031)(3,033)
Net Change for the Period—(2)(188)
Balance at Beginning of Period13191
Balance at End of Period$1$1$3

(a)These condensed financial statements, in which Con Edison's subsidiaries have been included using the equity method, should be read together with its consolidated financial statements and the notes thereto appearing above.

(b)Con Edison received cash dividends from the Utilities and Con Edison Transmission of $1,209 million, $1,145 million, and $1,122 million in 2025, 2024 and 2023, respectively

175CON EDISON ANNUAL REPORT 2025

Condensed Financial Information of Consolidated Edison, Inc. (a) (b)

Condensed Balance Sheet

(Parent Company Only)

December 31,
(Millions of Dollars)20252024
Assets
Current Assets
Cash and temporary cash investments$1$1
Other receivables, net allowance for uncollectible accounts—64
Tax receivable11145
Accounts receivable from affiliated companies4824
Accrued unbilled revenue43
Prepayments1213
Other current assets41
Total Current Assets80251
Investments in subsidiaries and others23,86921,706
Goodwill406406
Pension and retiree benefits - asset86
Other deferred charges and noncurrent assets204356
Total Assets$24,567$22,725
Liabilities and Shareholders’ Equity
Current Liabilities
Notes payable$315$348
Accounts payable517
Accounts payable to affiliated companies1514
Accrued taxes22
Accrued taxes to affiliated companies26370
Other current liabilities89
Total Current Liabilities371760
Other noncurrent liabilities64
Total Liabilities377764
Shareholders’ Equity
Common stock, including additional paid-in capital11,47510,024
Retained earnings12,71511,937
Total Shareholders’ Equity24,19021,961
Total Liabilities and Shareholders’ Equity$24,567$22,725

(a)These condensed financial statements, in which Con Edison’s subsidiaries have been included using the equity method, should be read together with its consolidated financial statements and the notes thereto appearing above.

(b)Certain prior period amounts have been reclassified to conform with current period presentation.

CON EDISON ANNUAL REPORT 2025176

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