Item 1A. Risk Factors

There were no material changes in the Companies’ risk factors compared to those disclosed in Item 1A of the Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

On February 16, 2023, Con Edison announced its intent to repurchase up to $1,000 million of its Common Shares ($.10 par value). In March 2023, Con Edison entered into ASR Contracts with two dealers to repurchase $1,000 million in aggregate of its Common Shares. Pursuant to the ASR Contracts, Con Edison made payments of $1,000 million in aggregate to the dealers and received initial deliveries of 8,730,766 Common Shares in aggregate.

The final settlements of the transactions under the ASR Contracts occurred during the second quarter of 2023. At final settlement, the dealers delivered an additional 1,812,497 Common Shares in aggregate to Con Edison. The number of Common Shares received from the dealers was based on the volume-weighted average share price of Common Shares during the term of the applicable transaction, less a discount. See Note C to the Second Quarter Financial Statements.

ISSUER PURCHASES OF EQUITY SECURITIES

1.On February 16, 2023, Con Edison’s Board of Directors authorized the repurchase of up to $1,000 million of its Common Shares, of which the entire amount was used in connection with the March 2023 ASR Contracts. At June 30, 2023, Con Edison’s share repurchase had been completed.

2.In March 2023, Con Edison entered into accelerated share repurchase agreements (ASR Contracts) with two dealers to repurchase $1,000 million in aggregate of Con Edison’s Common Shares. At inception, pursuant to the ASR Contracts, Con Edison paid $1,000 million in aggregate to the dealers and received initial deliveries of 8,730,766 Common Shares on March 7, 2023. At final settlement during the second quarter of 2023, the dealers delivered to Con Edison an additional 449,189, 452,437 and 910,871 Common Shares on May 26, 2023, May 31, 2023 and June 5, 2023, respectively (1,812,497 Common Shares in aggregate). The average price paid per Common Share in settlement of the ASR Contracts included in the table above was determined with reference to the volume-weighted average price of Con Edison’s Common Shares over the terms of the ASR Contracts.