Consolidated Edison Inc ARS, filed Mar 31, 2026
Consolidated Edison Inc (ED)
ARS
2026-03-31
For: 2025-12-31
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October 19, 2026
ANNUAL REPORT 25
Con Edison Annual Report 2025 ECONOMY EQUITY JOBS $24.3B total economic output (1% of NYS GDP) $2.1B in contracts with NYS & NYC businesses 41K jobs generated including our own workforce in infrastructure and clean energy spending benefiting disadvantaged customers 15% 466K customers with low income receiving discounts through our Energy Affordability Program $710M higher employee retention rate than industry average To view the latest Con Edison Company of New York and O&R Economic Impact Study, visit conEdison.com/impact. OUR ECONOMIC IMPACT
Con Edison Annual Report 2025 ECONOMY EQUITY JOBS $24.3B total economic output (1% of NYS GDP) $2.1B in contracts with NYS & NYC businesses 41K jobs generated including our own workforce in infrastructure and clean energy spending benefiting disadvantaged customers 15% 466K customers with low income receiving discounts through our Energy Affordability Program $710M higher employee retention rate than industry average Dear Fellow Shareholders, New York never stops and neither does Con Edison. We power the life of our dynamic region with electricity, steam, and gas. Our company energizes homes, businesses, and landmarks from the Empire State Building to the U.S. Military Academy at West Point. We deliver the energy needed for vital transportation networks like New York’s subway and rail systems and JFK International Airport, plus the nation’s largest public school system and central business district. The region’s 10 million people and leading industries depend on Con Edison to be nine times more reliable than the national average, and the world relies on New York City to serve as the engine of the global economy. In 2025, we delivered on those promises as we faced the hottest heat wave in decades and continued to build the grid of the future—one that is safe, reliable, cleaner, and resilient year-round. For more than 200 years, customers and investors have been able to count on Con Edison. Since 2021, we’ve met or exceeded our annual adjusted earnings-per- share forecasts. As shareholders, you continue to benefit from our strong financial performance. This year, our annualized dividend has increased to $3.55 per share, a 15-cent gain over 2025. That’s 52 consecutive years of rising dividends. Tim Cawley Chairman, President, and Chief Executive Officer Building the grid of the future requires ongoing innovation and upgrades. Our investment plans balance the need to manage customer costs with the investments essential to meeting customer demand. Our engaged team, technical expertise, commitment to operational efficiencies, and disciplined investment strategy continue to create long-term value for our customers, communities, and shareholders. As CEO, I couldn’t be more proud of our progress or more excited about the safe, reliable, resilient, cleaner energy we’re delivering today and for tomorrow. Our annualized dividend has increased to $3.55 per share, a 15-cent gain over 2025.
Con Edison Annual Report 2025 VITALITY ON EVERY CORNER Our vibrant service territory requires superior reliability. We power New York’s economic engine, delivering energy to 10 million people and 370,000 businesses, from Woodbury Commons shopping outlets in Orange County to bagel shops on Staten Island, as well as: BROOKLYN QUEENS STATEN ISLAND MANHATTAN BRONX WESTCHESTER ROCKLAND ORANGE SUSSEX SULLIVAN PASSAIC BERGEN NEW YORK NEW JERSEY H U D S O N R IV E R HUDSON Vitality on Every Corner Our vibrant service territory requires superior reliability. That’s what we deliver to: The largest public school system in the U.S. serving over 900,000 students. Essential transportation networks such as the NYC subway system, John F. Kennedy International Airport, and Grand Central Terminal serving Metro-North Railroad and the Long Island Rail Road. Some of the world’s best hospitals among them Mount Sinai Hospital and New York-Presbyterian Hospital-Columbia and Cornell. Cultural landmarks such as the Statue of Liberty, Times Square, Yankee Stadium, the Metropolitan Museum of Art, and the World Trade Center. The New York City Fire Department the largest municipal fire department in the United States and one of the busiest in the world.
Con Edison Annual Report 2025 Resilience We invest strategically to minimize outages so we can be resilient against increasingly extreme weather. During last summer’s record-breaking heat, we maintained system reliability by implementing innovative engineering solutions. As the frequency of extreme weather grows, we continue mitigating rising flood risks at our substations and installing additional smart switches to reduce storm impact and speed restoration. We’re also collecting enhanced weather data to improve our preparedness and response to extreme weather. Our customers also benefit from major underground transmission lines that are less susceptible to storm damage. Security Regarding physical and cyber threats, we continue to mature our security-focused culture. We prioritize data protection, threat detection and response, and operational controls that safeguard our supply chain, technology, physical assets, and our people. We work closely and responsibly with law enforcement and intelligence agencies to manage risk. Modernizing Infrastructure and Expanding System Capacity Over the next three years, we’ll invest more than $17 billion in our electric and gas infrastructure to address demand growth while advancing clean energy and enhancing our reliability. EVOLVING OUR COMPLEX ENERGY SYSTEMS Safe, reliable, resilient service has always been the cornerstone of our business. We operate at the center of one of the most significant electrification efforts in the country. Our investments enable upgrades to our energy systems as the adoption of electric building heating and transportation accelerates. Our skilled workforce is singularly qualified to manage our complex grid in our geographically diverse region. To build on that value, we are addressing the 21st century’s greatest challenges and incorporating new technologies, including AI, to help our teams work more efficiently and enhance the service we provide to customers. Safe, reliable, resilient service has always been the cornerstone of our business.
Con Edison Annual Report 2025 Over the next three years, we’ll invest more than $17 billion in our electric and gas infrastructure across the territory. In our Orange and Rockland territories, we’re investing millions to support reliability and resilience. We’re increasing capacity to accommodate data center load growth in Orangetown, while upgrading other areas for electric transportation and heating. One of our largest projects will expand electrical services at West Point and includes upgrading existing transmission lines, constructing a new substation, and improving adjacent substations. As electric demand grows across New York state, Con Edison Transmission is pursuing regional opportunities such as Propel NY Energy. This 90-mile electric transmission line, connecting Long Island to the rest of the state, continues to advance. It will improve the reliability and resilience of the bulk power grid on Long Island and enhance reliability and resilience across New York. Our investment plans also evolve our gas operations. Just as summers grow more extreme, so do winters. To keep our system safe and resilient while cutting methane emissions, we’ll continue replacing 100 miles of gas pipe each year. Meanwhile, last year, we filed our steam investment plan focused on safety, reliability, and further decarbonizing the steam system through transformative operations. We are exploring several cleaner solutions for steam production, including an industrial heat pump, an electric boiler, and a pilot program for low-carbon fuels. To keep our gas system safe and resilient, we’ll continue replacing 100 miles of gas pipe each year. Battery projects, such as Brooklyn’s new Brownsville Energy Storage System, are critical near-term tools that connect clean energy to the region and support customers when they need energy most—on the hottest and coldest days. For the longer term, we’re building new substations in Brooklyn and Queens and expanding capacity with state-of-the-art technologies that bring cleaner air to New Yorkers. The Brooklyn Clean Energy Hub, and our Gateway and Idlewild substation projects, will play central roles in strengthening the grid, meeting growing demand, scaling new energy sources, and supporting local jobs.
Con Edison Annual Report 2025 19,000 EV plugs By the end of 2025, our incentives had driven the installation of more than total across our service territory, with more than a third of all chargers installed last year alone. On the Road to the Electric Vehicle Future ELECTRIC VEHICLE 19,000 EV plugs By the end of 2025, our incentives had driven the installation of more than total across our service territory, with more than third of all chargers installed last year alone. On the Road to the Electric Vehicle Future 0 200 400 600 800 1000 1200 National New York State without Con Edison of New York Con Edison of New York Customers Interrupted per 1,000 Customers Served in 2024 9701000 106 Nearly 9X Times More Reliable Than Other NYS and National Electric Providers More Than 9x Reliab e Than New York Stat and National Electric Providers Sources: PA Consulting, the New York State Public Service Commission’s Annual Electric Reliability Report
Con Edison Annual Report 2025 Energy Efficiency Digital tools like our Financial Assistance Advisor and rate calculators help customers pinpoint resources that are right for them. And customers track and reduce energy use with building controls and smart meters, the latter of which is projected to create $3.2 billion in net savings driven by a broad array of benefits over the life of the equipment. To be sure, the lowest-cost energy is energy not used, which is why we’ve long supported efficiency upgrades. We provided customers with nearly $1.8 billion in incentives between 2020 and 2025. Last year alone, more than 16,000 customers took advantage of nearly $300 million to adopt energy efficiency measures and electrification. In doing so, we’re helping customers meet their clean energy needs, which align with New York’s decarbonization policies. We’re set to offer another $1.8 billion to customers for deeper energy retrofits with a focus on weatherization to complement electrification and other energy efficiency measures, between this year and 2030. EMPOWERING OUR CUSTOMERS WITH RESOURCES With every action we take, we consider our customers’ perspectives. We empower them with tools to manage their bills and energy use, and to meet their energy goals. Bill Relief Advocating for our customers is critical. Local property taxes are a big part of bill increases. In 2026, our customers will pay more than $3 billion in property taxes through their energy bills. We’re urging policymakers to change property tax structures to deliver real relief to millions of customers. While modernizing the grid takes continuous investment, we recognize that the rising cost of living makes energy affordability more important than ever, especially for our most vulnerable customers. That’s why we supported expanding eligibility for our Energy Affordability Program, so even more New Yorkers can benefit from bill discounts. Last year, more than 550,000 low-income customers received more than $265 million in benefits. Last year, more than 550,000 low-income customers received more than $265 million in benefits.
Con Edison Annual Report 2025 In It Together Meeting the state’s ambitious climate goals takes flexibility, innovation, and an all-hands-on-deck approach. Our customers are doing their part. As of the end of last year, they had installed more than 1,100 MW of rooftop solar and 165 MW of battery storage capacity on their properties. Together, we’re accelerating electric-vehicle adoption in pursuit of cleaner air for our communities. Our teams are making it happen by reducing the cost of charging EVs and by making sure charging infrastructure is ready and available. Our customers are responding by signing up for our incentives to plug in at off-peak hours, reducing the burden on the grid. As technologies advance, New Yorkers are seizing the transformative possibilities they present. New York City’s first all-electric skyscraper in Brooklyn employs a fully electric boiler for hot water production, as well as community solar power for heating and cooling. JP Morgan’s new global all-electric headquarters in Midtown is powered entirely by renewable energy. And our new clean heat incentives are helping spur the adoption of wastewater energy recovery systems, which tap into the power of thermal energy. Con Edison of New York O&R By the close of 2025, our customers had installed more than 1,100 MW of solar and nearly 165 MW of battery storage capacity Customer-Owned Solar, Installed Capacity (MW) Customer-Owned Battery Storage, Installed Capacity (MW) 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 0 200 400 600 800 120 0 90 60 30 2025 2025 11690784679 323283 4748 We’re set to offer another $1.8 billion to customers for deeper energy retrofits.
Con Edison Annual Report 2025 A Community Approach to Giving To deepen our community impact, we support nonprofits addressing extreme weather adaptation and mitigation; social justice and community resilience; and the need to develop tomorrow’s clean energy and tech professionals. In 2025, the company awarded more than $23 million in grants to groups dedicated to these efforts. The Con Edison Foundation gave another $1.1 million to groups whose work focuses on energy affordability. Through our workforce grants, initiatives, and our Clean Energy Academy, we partner with our communities to build the clean energy workforce New York urgently needs. Workforce development sits at the top of our strategic agenda because we must invest in our most important asset—our people. We are committed to not just hiring the best but building the best. We train, upskill, and grow leaders from within. As New York’s energy needs change, our people remain ready. Their commitment to safety, service, and community drives our success. As CEO, I’m focused on cultivating a culture where every employee feels safe, valued, respected, and heard. COMMUNITIES THAT THRIVE To keep our territory strong, we invest in partnerships that lift the local economy, strengthen the fabric of our communities, and build the workforce of the future. The value our company delivers is indispensable to the region. Our Economic Impact Con Edison’s economic impact is equal to 1% of New York state’s gross domestic product, supports more than 40,000 jobs, and in 2024 amounted to $2.1 billion in contracts across New York businesses—an 11% increase over the previous year. Our vendor and contractor relationships reflect our incredibly diverse region, spanning businesses of all sizes and suppliers with broad backgrounds, skills, and experiences. These partnerships expand opportunity and access while strengthening the resilience of our supply chain. In 2025, we broadened our vendor pool and spent $745 million in small business expenditures nationally. Managing costs is key. We’ve done so by choosing cost-effective suppliers and reducing waste. In 2025, we broadened our vendor pool and spent $745 million in small business expenditures nationally.
Con Edison Annual Report 2025 BUILDING ON A LEGACY OF DURABLE PERFORMANCE Our business has a legacy of durable performance; we are the longest continuously listed stock on the New York Stock Exchange. Our financial strength underpins our long‑term investment strategy. We build on our dividend growth with deliberate fiscal management coupled with a strong, simple balance sheet. Robust corporate governance practices and our board’s diverse experiences and backgrounds keep us sustainable. Our Investment Plans The recently approved plans for gas and electric services provide the investments required to keep the region’s energy infrastructure strong while minimizing the cost impact on customers. With every dollar we invest, we’ll continue working every day to keep costs low. Operational efficiencies remain a priority for us because we know affordability directly affects our customers’ quality of life. As we enter the next quarter of this century, our company will continue to drive the clean energy future forward and build the safe, reliable, resilient, flexible, and more technologically advanced grid required to power the economic heart of this country. Our customers deserve nothing less. Thank you for your confidence and support. Tim Cawley Chairman, President, and Chief Executive Officer FINANCIAL HIGHLIGHTS 2025 Dividends Per Share $3.40 Operating Revenues (Millions) $16,918 Stock Price Per Share (Year End) $99.32 We are the longest continuously listed stock on the New York Stock Exchange.
Con Edison Annual Report 2025
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________________________ FORM 10-K ___________________________________________________ ☒ Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ___________________________________________________ Commission File Number 1-14514 Consolidated Edison, Inc. Exact name of registrant as specified in its charter and principal office address and telephone number New York 13-3965100 State of Incorporation I.R.S. Employer ID. Number 4 Irving Place, New York, New York 10003 (212) 460-4600 ___________________________________________________ Commission File Number 1-1217 Consolidated Edison Company of New York, Inc. Exact name of registrant as specified in its charter and principal office address and telephone number New York 13-5009340 State of Incorporation I.R.S. Employer ID. Number 4 Irving Place, New York, New York 10003 (212) 460-4600 ___________________________________________________ CON EDISON ANNUAL REPORT 2025 1
Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Consolidated Edison, Inc., ED New York Stock Exchange Common Shares ($.10 par value) Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Consolidated Edison, Inc. (Con Edison) Yes x No ¨ Consolidated Edison Company of New York, Inc. (CECONY) Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Con Edison Yes ¨ No x CECONY Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Con Edison Yes x No ¨ CECONY Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Con Edison Yes x No ¨ CECONY Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Con Edison Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐ CECONY Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Con Edison Yes x No ☐ CECONY Yes x No ☐ 2 CON EDISON ANNUAL REPORT 2025
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Con Edison ☐ CECONY Not Applicable Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Con Edison ☐ CECONY Not Applicable Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Con Edison Yes ☐ No x CECONY Yes ☐ No x The aggregate market value of the common equity of Con Edison held by non-affiliates of Con Edison, as of June 30, 2025, was approximately $36.2 billion. As of January 31, 2026, Con Edison had outstanding 361,247,438 Common Shares ($.10 par value). All of the outstanding common equity of CECONY is held by Con Edison. Documents Incorporated By Reference Portions of Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 18, 2026, to be filed with the Commission pursuant to Regulation 14A, not later than 120 days after December 31, 2025, is incorporated in Part III of this report. Filing Format This Annual Report on Form 10-K is a combined report being filed separately by two different registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison Company of New York, Inc. (CECONY). CECONY is a wholly-owned subsidiary of Con Edison and, as such, the information in this report about CECONY also applies to Con Edison. CECONY meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format. As used in this report, the term the “Companies” refers to Con Edison and CECONY. However, CECONY makes no representation as to the information contained in this report relating to Con Edison or the subsidiaries of Con Edison other than itself. CON EDISON ANNUAL REPORT 2025 3
Glossary of Terms The following is a glossary of abbreviations or acronyms that are used in the Companies' SEC reports: Con Edison Companies Con Edison Consolidated Edison, Inc. CECONY Consolidated Edison Company of New York, Inc. Clean Energy Businesses Con Edison Clean Energy Businesses, Inc., a former subsidiary of Con Edison Con Edison Transmission Con Edison Transmission, Inc., together with its subsidiaries O&R Orange and Rockland Utilities, Inc. RECO Rockland Electric Company The Companies Con Edison and CECONY The Utilities CECONY and O&R Regulatory Agencies, Government Agencies and Other Organizations EPA U.S. Environmental Protection Agency FASB Financial Accounting Standards Board FERC Federal Energy Regulatory Commission IRS Internal Revenue Service NJBPU New Jersey Board of Public Utilities NJDEP New Jersey Department of Environmental Protection NYISO New York Independent System Operator NYPA New York Power Authority NYSDEC New York State Department of Environmental Conservation NYSDPS New York State Department of Public Service NYSERDA New York State Energy Research and Development Authority NYSPSC New York State Public Service Commission NYSRC New York State Reliability Council, LLC PJM PJM Interconnection LLC SEC U.S. Securities and Exchange Commission TSA Transportation Security Administration Accounting AFUDC Allowance for funds used during construction ASU Accounting Standards Update GAAP Generally Accepted Accounting Principles in the United States of America HLBV Hypothetical Liquidation at Book Value OCI Other Comprehensive Income VIE Variable Interest Entity 4 CON EDISON ANNUAL REPORT 2025
Environmental CO2 Carbon dioxide GHG Greenhouse gases MGP Sites Manufactured gas plant sites PCBs Polychlorinated biphenyls PRP Potentially responsible party RGGI Regional Greenhouse Gas Initiative Superfund Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state statutes Units of Measure Bcf Billion cubic feet Dt Dekatherms kV Kilovolt kWh Kilowatt-hour MDt Thousand dekatherms Mlb Thousands of pounds MMlb Million pounds MVA Megavolt ampere MW Megawatt or thousand kilowatts MWh Megawatt hour Other AMI Advanced Metering Infrastructure CLCPA Climate Leadership and Community Protection Act COSO Committee of Sponsoring Organizations of the Treadway Commission COVID-19 Coronavirus Disease 2019 and any mutations or variants thereof DER Distributed energy resources DG Distributed generation Fitch Fitch Ratings IRA The federal Inflation Reduction Act, as enacted on August 16, 2022 LTIP Long Term Incentive Plan Moody’s Moody’s Investors Service OBBBA The One Big Beautiful Bill Act, as enacted on July 4, 2025 S&P S&P Global Ratings TCJA The federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017 CON EDISON ANNUAL REPORT 2025 5
TABLE OF CONTENTS PAGE Introduction 8 Available Information 10 Forward-Looking Statements 10 Non-GAAP Financial Measures 10 Part I Item 1: Business 15 Item 1A: Risk Factors 43 Item 1B: Unresolved Staff Comments 47 Item 1C: Cybersecurity 47 Item 2: Properties 49 Item 3: Legal Proceedings 49 Item 4: Mine Safety Disclosures 49 Information about our Executive Officers 50 Part II Item 5: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6: [Reserved] 52 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A: Quantitative and Qualitative Disclosures about Market Risk 79 Item 8: Financial Statements and Supplementary Data 80 Notes to the Financial Statements 106 Note A - Summary of Significant Accounting Policies and Other Matters 107 Note B - Regulatory Matters 113 Note C - Capitalization 131 Note D - Short-Term Borrowing 132 Note E - Pension Benefits 133 Note F - Other Postretirement Benefits 139 Note G - Environmental Matters 144 Note H - Material Contingencies 146 Note I - Electricity and Gas Purchase Agreements 146 Note J - Leases 148 Note K - Goodwill 149 Note L - Income Tax 150 Note M - Revenue Recognition 155 Note N - Current Expected Credit Losses 156 Note O - Stock-Based Compensation 157 Note P - Financial Information by Business Segment 161 Note Q - Derivative Instruments and Hedging Activities 164 Note R - Fair Value Measurements 166 Note S - Variable Interest Entities 168 Note T - Asset Retirement Obligations 169 Note U - Related Party Transactions 170 Note V - New Financial Accounting Standards 171 Note W - Dispositions 171 Note X - Held-for-Sale Treatment of the Clean Energy Businesses 173 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 178 Item 9A: Controls and Procedures 178 Item 9B: Other Information 178 Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 178 6 CON EDISON ANNUAL REPORT 2025
Part III Item 10: Directors, Executive Officers and Corporate Governance 179 Item 11: Executive Compensation 179 Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 179 Item 13: Certain Relationships and Related Transactions, and Director Independence 179 Item 14: Principal Accounting Fees and Services 179 Part IV Item 15: Exhibits and Financial Statement Schedules 181 Item 16: Form 10-K Summary 187 Signatures 188 CON EDISON ANNUAL REPORT 2025 7
Introduction This introduction contains certain information about Con Edison and its subsidiaries, including CECONY. This introduction is not a summary and should be read together with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere or incorporated by reference in this report. Con Edison’s mission is to provide energy services to our customers safely, reliably, efficiently and in keeping with our vision for a clean energy future; to provide an inclusive workplace that embraces our diverse experiences and backgrounds, and allows employees to realize their full potential; to provide a fair return to our investors; and to improve the quality of life in the communities we serve. Con Edison has ongoing programs designed to support each component of its mission, including initiatives focused on safety, operational excellence and the customer experience. Con Edison is a holding company that owns: • Consolidated Edison Company of New York, Inc. (CECONY), which provides electric service and gas service in New York City and Westchester County and steam service in parts of Manhattan; • Orange & Rockland Utilities, Inc., which along with its New Jersey electric utility subsidiary, Rockland Electric Company (together referred to herein as O&R), provides electric service in southeastern New York and northern New Jersey and gas service in southeastern New York (O&R, together with CECONY referred to as the Utilities); and • Con Edison Transmission, Inc., which through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets (Con Edison Transmission, Inc., together with its subsidiaries referred to as Con Edison Transmission). Con Edison anticipates that the Utilities, which are subject to extensive regulation, will continue to provide substantially all of its earnings over the next few years. The Utilities have approved rate plans that are generally designed to cover each company’s cost of service, including capital and other costs of each company’s energy delivery systems. The Utilities recover from their full-service customers (who purchase energy from them), generally on a current basis, the cost the Utilities pay for energy and charge all of their customers the cost of delivery service. See "Utility Regulation" in Item 1, "Risk Factors" in Item 1A and "Rate Plans" in Note B to the financial statements in Item 8. Significant Developments and Outlook • Con Edison reported 2025 net income for common stock of $2,023 million or $5.66 a share compared with $1,820 million or $5.26 a share in 2024. Adjusted earnings (non-GAAP) were $2,038 million or $5.70 a share in 2025 compared with $1,868 million or $5.40 a share in 2024. See “Results of Operations” in Item 7 and “Non- GAAP Financial Measures” below. • In 2025, the Utilities invested $4,946 million to upgrade and reinforce their energy delivery systems and Con Edison Transmission invested $50 million primarily in electric transmission. For 2026, 2027, 2028, 2029 and 2030, the Utilities expect to invest $6,533 million, $6,592 million, $6,939 million, $8,524 million and $8,571 million, respectively, for their energy delivery systems and Con Edison Transmission expects to invest $62 million, $167 million, $213 million, $75 million and $17 million, respectively, in electric transmission. See "Capital Requirements and Resources - Capital Requirements" in Item 1. • Con Edison plans to meet its capital requirements for 2026 through 2030 through internally-generated funds, the issuance of long-term debt through public and private offerings and the issuance of common equity through public offerings, including pursuant to an at-the-market equity program. See "Capital Requirements and Resources - Capital Requirements" in Item 1. Con Edison's plans include the issuance of up to $3,200 million of long-term debt in 2026 and up to $3,000 million of long-term debt in 2027, including for maturing securities, at CECONY and O&R (collectively, the Utilities) and approximately $9,900 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2028 through 2030. Con Edison plans to issue up to $1,100 million of common equity in 2026 in addition to equity issued under its dividend reinvestment, employee stock purchase and long term incentive plans. Con Edison also plans to issue common equity of approximately $1,200 million in 2027 and up to $3,300 million in aggregate during 2028 through 2030, in addition to equity issued under its dividend reinvestment, employee stock purchase and long term incentive plans. Con Edison's estimates of its capital requirements and related financing plans reflect information available and assumptions at the time the statements are made and include, among other things, the assumption that the Utilities' forecasted capital investments and financing plans through 2030 are approved by 8 CON EDISON ANNUAL REPORT 2025
the New York State Public Service Commission (NYSPSC). Actual developments and the timing and amount of funding may differ materially. • CECONY forecasts an average annual increase in peak demand in its service area at design conditions over the next five years for electricity and gas to be approximately 0.7 percent and 0.2 percent, respectively, and an average annual decrease in steam peak demand in its service area at design weather conditions over the next five years to be approximately 0.9 percent. O&R forecasts an average annual increase in electric peak demand in its service area at design conditions over the next five years to be approximately 4.1 percent and an average annual increase in gas peak demand in its service area over the next five years at design conditions to be approximately 1.2 percent. See “The Utilities” in Item 1. • Pursuant to their electric and gas rate plans, CECONY and O&R recorded $54 million ($40 million after-tax) and $1 million ($.7 million after-tax) of revenues for the year ended December 31, 2025, respectively, of earnings adjustment mechanisms and positive incentives, primarily reflecting the achievement of certain energy efficiency and vehicle electrification measures, as compared with $62 million ($46 million after-tax) and $4 million ($3 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2024, and $43 million ($32 million after-tax) and $2 million ($1 million after-tax) for CECONY and O&R, respectively, for the year ended December 31, 2023. See "Rate Plans" in Note B to the financial statements in Item 8. • In November 2025, CECONY filed a request with the NYSPSC for a steam rate increase of $66 million, effective November 1, 2026. 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. See "Current Rate Cases" in Note B to the financial statements in Item 8. • 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. The electric rate plan provides for electric rate increases of $222 million, $473 million, and $329 million, effective January 2026, 2027, and 2028, respectively, that 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, $410 million and $421 million, respectively. The gas rate plan provides for rate changes of $(46) million, $170 million, and $93 million, effective January 2026, 2027, and 2028, respectively, that 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, $69 million and $70 million, respectively. Other major provisions include the continuation of the revenue decoupling mechanism for electric and gas services, the continuation of provision for recovery of cost of purchased power, gas, and fuel, and the continuation of earnings opportunities from Earnings Adjustment Mechanisms (EAM) for meeting energy efficiency goals and other potential incentives. See "Rate Plans" in Note B to the financial statements in Item 8. The gas rate plan also 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 the NYSDPS's review of CECONY's gas main welds. See "Other Regulatory Matters" in Note B to the financial statements in Item 8. • In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC (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. See “Con Edison Transmission” in Item 1. • Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye Storage Corporation (Honeoye). See “Con Edison Transmission” in Item 1. • The NYSPSC continued its focused operations audit of the Utilities' financial accounting for income taxes. The audit is investigating the Utilities’ inadvertent understatement of a portion, the amount of which may be material, of their calculation of total federal income tax expense for ratemaking purposes related to the calculation of plant retirement-related cost of removal. See "Other Regulatory Matters" in Note B to the financial statements in Item 8. CON EDISON ANNUAL REPORT 2025 9
Available Information Con Edison and CECONY file annual, quarterly and current reports and other information, and Con Edison files proxy statements, with the Securities and Exchange Commission (SEC). The SEC maintains an Internet site at www.sec.gov that contains reports, proxy statements, and other information regarding issuers (including Con Edison and CECONY) that file electronically with the SEC. This information the Companies file with the SEC is also available free of charge on or through the investor information section of their websites as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC. Con Edison’s internet website is at: www.conedison.com; and CECONY’s is at: www.coned.com. The "About Us - Corporate Governance" section of Con Edison’s website includes the company’s Standards of Business Conduct (its code of ethics) and amendments or waivers of the standards for executive officers or directors, corporate governance guidelines and the charters of the following committees of the company’s Board of Directors: Audit Committee, Corporate Governance and Nominating Committee, Management Development and Compensation Committee, and Safety, Environment, Operations and Sustainability Committee. This information is available in print to any shareholder who requests it. Requests should be directed to: Corporate Secretary, Consolidated Edison, Inc., 4 Irving Place, New York, NY 10003. The "About Us - Sustainability Report” section of Con Edison’s website includes “Powering a New Energy Future: Reliably, Sustainably, Collectively,” the company’s 2024 sustainability report. Information on the Companies’ websites is not incorporated herein and is not part of this report. Forward-Looking Statements This report contains forward-looking statements that are intended to qualify for the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectation and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "goal", "consider" and similar expressions identify forward-looking statements. The forward-looking statements reflect information available and assumptions at the time the statements are made, and accordingly, speak only as of that time. Actual results or developments might differ materially from those included in the forward-looking statements because of various factors including, but not limited to, those discussed under “Risk Factors,” in Item 1A. Non-GAAP Financial Measures Adjusted earnings and adjusted earnings per share are financial measures that are not determined in accordance with generally accepted accounting principles in the United States of America (GAAP). These non-GAAP financial measures should not be considered as an alternative to net income for common stock or net income per share, respectively, each of which is an indicator of financial performance determined in accordance with GAAP. Adjusted earnings and adjusted earnings per share exclude from net income for common stock and net income per share, respectively, certain items that the company does not consider indicative of its ongoing financial performance. Management uses these non-GAAP financial measures to facilitate the analysis of Con Edison's financial performance as compared to its internal budgets and previous financial results and to communicate to investors and others the company’s expectations regarding its future earnings and dividends on its common stock. Management believes that these non-GAAP financial measures are also useful and meaningful to investors to facilitate their analysis of the company's financial performance. The following table is a reconciliation of Con Edison’s reported net income for common stock to adjusted earnings and reported earnings per share to adjusted earnings per share. 10 CON EDISON ANNUAL REPORT 2025
(Millions of Dollars, except per share amounts) 2025 2024 2023 Reported net income for common stock – GAAP basis $2,023 $1,820 $2,519 Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (pre-tax) (a) (b) — 63 (887) Income taxes (c) (1) (13) 113 Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (net of tax) (a) (b) (1) 50 (774) HLBV effects (pre-tax) (d) (2) 4 11 Income taxes (e) 1 (1) (3) HLBV effects (net of tax) (d) (1) 3 8 Net mark-to-market effects (pre-tax) — — 13 Income taxes (f) — — (4) Net mark-to-market effects (net of tax) — — 9 Accretion of the basis difference of Con Edison's equity investment in MVP (pre-tax) (g) (12) (6) — Income taxes (g) 3 1 — Accretion of the basis difference of Con Edison's equity investment in MVP (net of tax) (g) (9) (5) — Transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye (pre-tax) 17 — — Income taxes (h) (5) — — Transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye (net of tax) 12 — — Remeasurement of deferred state income taxes related to the previously recorded impairment of MVP (net of federal income taxes) (i) 7 — — Impairment loss related to investment in Honeoye (pre-tax) 13 — — Income taxes (j) (3) — — Impairment loss related to investment in Honeoye (net of tax) 10 — — Gain on the sale of an interest in a solar electric production project (pre-tax) (4) — — Income taxes (k) 1 — — Gain on the sale of an interest in a solar electric production project (net of tax) (3) — — Adjusted earnings (Non-GAAP) $2,038 $1,868 $1,762 Reported earnings per share – GAAP basis (basic) $5.66 $5.26 $7.25 Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (pre-tax) (a) (b) — 0.18 (2.55) Income taxes (c) — (0.04) 0.33 Loss (gain) and other impacts related to the sale of the Clean Energy Businesses (net of tax) (a) (b) — 0.14 (2.22) HLBV effects (pre-tax) (d) — 0.01 0.02 Income taxes (e) — — (0.01) HLBV effects (net of tax) (d) — 0.01 0.01 Net mark-to-market effects (pre-tax) — — 0.04 Income taxes (f) — — (0.01) Net mark-to-market effects — — 0.03 Accretion of the basis difference of Con Edison's equity investment in MVP (pre-tax) (g) (0.04) (0.01) — Income taxes (g) 0.01 — — Accretion of the basis difference of Con Edison's equity investment in MVP (net of tax) (g) (0.03) (0.01) — Transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye (pre-tax) 0.04 — — Income taxes (h) (0.01) — — Transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye (net of tax) 0.03 — — Remeasurement of deferred state income taxes related to the previously recorded impairment of MVP (net of federal income taxes) (i) 0.02 — — Impairment loss related to investment in Honeoye (pre-tax) 0.04 — — Income taxes (j) (0.01) — — Impairment loss related to investment in Honeoye (net of tax) 0.03 — — Gain on the sale of an interest in a solar electric production project (pre-tax) (0.01) — — Income taxes (k) — — — Gain on the sale of an interest in a solar electric production project (net of tax) (0.01) — — Adjusted earnings per share (Non-GAAP) $5.70 $5.40 $5.07 CON EDISON ANNUAL REPORT 2025 11
a. On March 1, 2023, Con Edison completed the sale of all of the stock of the Clean Energy Businesses. See Note W and Note X to the financial statements in Item 8. b. The loss (gain) and other impacts related to the sale of all of the stock of the Clean Energy Businesses were adjusted during the year ended December 31, 2025 ($1 million) to reflect closing adjustments. The loss (gain) and other impacts related to the sale of all of the stock of the Clean Energy Businesses were adjusted during the year ended December 31, 2024 ($0.18 a share and $0.13 a share net of tax or $62 million and $46 million net of tax) to reflect closing adjustments. The gain and other impacts related to the sale of the Clean Energy Businesses for the year ended December 31, 2023 is comprised of the gain on the sale of the Clean Energy Businesses ($(2.49) a share and $(2.21) a share net of tax or $(865) million and $(767) million net of tax), transaction costs and other accruals ($0.05 a share and $0.04 a share net of tax or $19 million and $14 million net of tax) and the effects of ceasing to record depreciation and amortization expenses on the Clean Energy Businesses’ assets ($(0.11) a share and $(0.07) a share net of tax or $(41) million and $(28) million net of tax). c. Amounts shown include the impact of the changes in state unitary tax apportionments ($0.01 a share net of federal taxes or $3 million net of federal taxes) for the year ended December 31, 2024 and ($0.02 a share net of federal taxes or $7 million net of federal taxes) for the year ended December 31, 2023. The amount of income taxes for transaction costs and other accruals and the effects of ceasing to record depreciation and amortization expenses were calculated using a combined federal and state income tax rate of 27 percent and 32 percent, respectively, for the year ended December 31, 2023. The amount of income taxes for the gain on the sale of the Clean Energy Businesses had an effective tax rate of 26 percent for the year ended December 31, 2024 and 11 percent for the year ended December 31, 2023. d. The loss (income) attributable to the non-controlling interest of a tax-equity investor in renewable electric projects accounted for under the hypothetical liquidation at book value (HLBV) method of accounting. See Note S to the financial statements in Item 8. e. The amount of income taxes was calculated using a combined federal and state income tax rate of 24 percent and 25 percent, for the year ended December 31, 2024 and 2023, respectively. f. The amount of income taxes was calculated using a combined federal and state income tax rate of 32 percent for the year ended December 31, 2023. g. The amount of income taxes was calculated using a combined federal and state income tax rate of 22 percent for the year ended December 31, 2025 and 2024. See "Investments in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8. h. The amount of income taxes was calculated using a combined federal and state income tax rate of 28 percent for the year ended December 31, 2025. i. The remeasurement of deferred state income taxes due to changes in state apportionment on the previously recorded impairment of MVP net of accretion of the basis difference of Con Edison's equity investment in MVP, net of federal income taxes at 21% for the year ended December 31, 2025. j. The amount of income taxes was calculated using a combined federal and state income tax rate of 26 percent for the year ended December 31, 2025. k. The amount of income taxes was calculated using a combined federal and state income tax rate of 28 percent for the year ended December 31, 2025. 12 CON EDISON ANNUAL REPORT 2025
Item 1: Business Contents of Item 1 Page Overview 15 CECONY 15 Electric 15 Gas 15 Steam 15 O&R 16 Electric 16 Gas 16 Con Edison Transmission 16 Utility Regulation 16 State Utility Regulation 16 Regulators 16 New York Utility Industry 16 Rate Plans 17 Liability for Service Interruptions 17 Generic Proceedings 18 Federal Regulation 18 Federal Energy Regulatory Commission (FERC) 18 New York Independent System Operator (NYISO) 19 Cyber Regulation 19 Competition 19 The Utilities 20 CECONY 20 Electric Operations 20 Electric Facilities 20 Electric Sales and Deliveries 21 Electric Peak Demand 22 Electric Supply 22 Electric Reliability Needs 22 Gas Operations 23 Gas Facilities 23 Gas Sales and Deliveries 23 Gas Peak Demand 24 Gas Supply 24 Steam Operations 24 Steam Facilities 24 Steam Sales and Deliveries 25 Steam Peak Demand and Capacity 25 Steam Supply 25 O&R 25 Electric Operations 25 Electric Facilities 25 Electric Sales and Deliveries 25 Electric Peak Demand 26 Electric Supply 26 Gas Operations 27 Gas Facilities 27 Gas Sales and Deliveries 27 Gas Peak Demand 27 Gas Supply 28 CON EDISON ANNUAL REPORT 2025 13
Contents of Item 1 Page Con Edison Transmission 28 Electric 28 Gas 28 Capital Requirements and Resources 28 Energy Affordability Programs 33 Environmental Matters 33 Clean Energy Future 33 Climate Change 36 Environmental Sustainability 37 CECONY 38 O&R 40 Other Federal, State and Local Environmental Provisions 41 State Anti-Takeover Law 42 Human Capital 42 Incorporation By Reference Information in any item of this report as to which reference is made in this Item 1 is hereby incorporated by reference in this Item 1. The use of terms such as “see” or “refer to” shall be deemed to incorporate into Item 1 at the place such term is used the information to which such reference is made. 14 CON EDISON ANNUAL REPORT 2025
PART I Item 1: Business Overview Consolidated Edison, Inc. (Con Edison), incorporated in New York State in 1997, is a holding company that owns all of the outstanding common stock of Consolidated Edison Company of New York, Inc. (CECONY), Orange and Rockland Utilities, Inc. (O&R) and Con Edison Transmission, Inc. As used in this report, the term the “Companies” refers to Con Edison and CECONY, and the term the “Utilities” refers to CECONY and O&R. Con Edison’s principal business operations are those of CECONY, O&R and Con Edison Transmission. CECONY’s principal business operations are its regulated electric, gas and steam delivery businesses. O&R’s principal business operations are its regulated electric and gas delivery businesses. Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. See “Con Edison Transmission” in Item 1. Con Edison seeks to provide shareholder value through continued dividend growth, supported by earnings growth in regulated utilities and electric transmission projects. The company invests to provide reliable, resilient, safe and clean energy critical for its New York and New Jersey customers. Con Edison is a responsible neighbor, helping the communities it serves become more sustainable. CECONY Electric CECONY provides electric service to approximately 3.7 million customers in all of New York City (except a part of Queens) and most of Westchester County, an approximately 660 square mile service area with a population of more than nine million. Gas CECONY delivers gas to approximately 1.1 million customers in Manhattan, the Bronx, parts of Queens and most of Westchester County. Steam CECONY operates the largest steam distribution system in the United States by producing and delivering approximately 16,975 MMlb of steam annually to approximately 1,490 customers in parts of Manhattan. CON EDISON ANNUAL REPORT 2025 15 Con Edison CECONY O&R Con Edison Transmission • RECO
O&R Electric O&R and its utility subsidiary, Rockland Electric Company (RECO) (together referred to herein as O&R) provide electric service to approximately 0.3 million customers in southeastern New York and northern New Jersey, an approximately 1,300 square mile service area. Gas O&R delivers gas to over 0.1 million customers in southeastern New York. Con Edison Transmission Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. See “Con Edison Transmission,” below. Utility Regulation State Utility Regulation Regulators The Utilities are subject to regulation by the NYSPSC, that under the New York Public Service Law, is authorized to set the terms of service and the rates the Utilities charge for providing service in New York. See “Rate Plans,” below and in Note B to the financial statements in Item 8. The NYSPSC also approves the issuance of the Utilities’ securities and transactions between the Utilities and Con Edison and its other subsidiaries. See “Capital Resources,” below and Note U to the financial statements in Item 8. The NYSPSC exercises jurisdiction over the siting of electric transmission lines in New York State (see “Con Edison Transmission,” below) and approves mergers or other business combinations involving New York utilities. In addition, under the New York Public Service Law, the NYSPSC has the authority to (i) impose penalties on New York utilities, which could be material, for violating state utility laws and regulations and its orders; (ii) review, at least every five years, an electric and gas utility’s capability to provide safe, adequate and reliable service, order the utility to comply with additional and more stringent terms of service than existed prior to the review, assess the continued operation of the utility as the provider of electric service in its service territory and propose, and act upon, such measures as are necessary to ensure safe and adequate service; and (iii) based on findings of repeated violations of the New York Public Service Law or rules or regulations adopted thereto that demonstrate a failure of a combination gas and electric utility to continue to provide safe and adequate service, revoke or modify an operating certificate issued to the utility by the NYSPSC (following consideration of certain factors, including public interest and standards deemed necessary by the NYSPSC to ensure continuity of service, and due process). See "Risk Factors" in Item 1A and “Other Regulatory Matters” in Note B to the financial statements in Item 8. O&R’s New Jersey subsidiary, RECO, is subject to regulation by the New Jersey Board of Public Utilities (NJBPU). The NYSPSC, together with the NJBPU, are referred to herein as state utility regulators. New York Utility Industry Restructuring in the 1990s In the 1990s, the NYSPSC restructured the electric utility industry in the state. In accordance with NYSPSC orders, the Utilities sold all of their electric generating facilities other than those that also produce steam for CECONY’s steam business (see "Electric Operations – Electric Facilities," below) and provided all of their customers the choice to buy electricity or gas from the Utilities or other suppliers (see "Electric Operations – Electric Sales and Deliveries" and "Gas Operations – Gas Sales and Deliveries," below). In 2025, 56 percent of the electricity and 33 percent of the gas CECONY delivered to its customers, and 39 percent of the electricity and 20 percent of the gas O&R delivered to its customers, was purchased by the customers from other suppliers. In addition, the Utilities no longer control or operate their bulk power electric transmission facilities. See “New York Independent System Operator (NYISO),” below. Following industry restructuring, there were several utility mergers as a result of which substantially all of the electric and gas delivery service in New York State is now provided by one of five investor-owned utility companies – Con Edison, National Grid plc, Avangrid, Inc. (an affiliate of Iberdrola, S.A.), National Fuel Gas Company or CH Energy Group, Inc. (a subsidiary of Fortis Inc.) – or one of two state authorities – New York Power Authority (NYPA) or Long Island Power Authority. 16 CON EDISON ANNUAL REPORT 2025
Rate Plans Investor-owned utilities in the United States provide delivery service to customers according to the terms of tariffs approved by the appropriate state utility regulator. 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 for 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. The utilities’ earnings depend on the limits on rates authorized in, and the other provisions of, their rate plans and their ability to operate their businesses in a manner consistent with such rate plans. The utilities’ rate plans 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. In New York, either the utility or the NYSPSC can commence a proceeding for a new rate plan, and a new rate plan filed by the utility will generally take effect automatically in approximately 11 months unless prior to such time the NYSPSC approves a rate plan. The NYSPSC may request that the utility agree to suspend its request for new rates beyond the 11-month period, but if the utility agrees then the NYSPSC typically allows the utility to recover its new rates as if they went into effect at the 11-month date. In each rate proceeding, rates are determined by the state utility regulator following the submission by the utility of testimony and supporting information, which are subject to review by the staff of the regulator. Other parties with an interest in the proceeding can also review the utility’s proposal and become involved in the rate proceeding. In New York State, the review process is overseen by an administrative law judge who is employed by the NYSPSC. After an administrative law judge issues a recommended decision that generally considers the interests of the utility, the regulatory staff, other parties and legal requisites, the regulator will issue a rate order. The utility and the regulator’s staff and interested parties may enter jointly into a proposed settlement agreement prior to the completion of this administrative process, in which case the agreement could be approved by the regulator with or without modification. For each rate plan, the revenues needed to provide the utility a return on invested capital is determined by multiplying the utilities’ rate base by the pre-tax weighted average cost of capital determined in the rate plan. In general, rate base, as reflected in a utility's rate plans, is the sum of the utility’s net plant, working capital and certain regulatory assets less deferred taxes and certain regulatory liabilities. The NYSPSC uses a forecast of the average rate base for the year that new rates would be in effect (rate year). The NJBPU uses the rate base balances that exist at the end of the historical 12-month period on which base rates are set. The capital structure used in the weighted average cost of capital is determined using actual and forecast data for the same time periods as rate base. The costs of long-term debt, customer deposits and the allowed return on common equity represent a combination of actual and forecast financing information. The allowed return on common equity is determined by each state’s respective utility regulator. The NYSPSC’s current methodology for determining the allowed return on common equity assigns a one-third weight to an estimate determined from a capital asset pricing model applied to a peer group of utility companies and a two-thirds weight to an estimate determined from a dividend discount model using stock prices and dividend forecasts for a peer group of utility companies. Both methodologies employ market measurements of equity capital to estimate returns rather than the accounting measurements to which such estimates are applied in setting rates. Pursuant to the Utilities’ rate plans, there generally can be no change to the rates charged to customers during the respective terms of the rate plans other than specified adjustments provided for in the rate plans. For information about the Utilities’ rate plans, see Note B to the financial statements in Item 8. Liability for Service Interruptions The tariff provisions under which CECONY provides electric, gas and steam service, and O&R provides electric and gas service, limit each company’s liability to pay for damages resulting from service interruptions due to circumstances resulting from its gross negligence or willful misconduct. Under RECO's tariff provisions for electric service, the company is not liable for interruptions that are due to causes beyond its control. CECONY’s and O&R’s tariffs for electric and gas service also provide for compensation to residential and small business customers that experience widespread prolonged outages lasting more than seventy-two consecutive hours, subject to certain exceptions, including: for residential customers, a bill credit of $25 for each twenty-four hour period of service outage beyond the first seventy-two consecutive hour outage; for residential and small business customers, reimbursement for food spoilage of up to $540; and reimbursement of affected residential customers for prescription medicine spoilage losses without limitation. Any such costs incurred by utilities are not recoverable from customers. Utilities may petition the NYSPSC to request a waiver of the requirement that it compensate customers after widespread prolonged outages. CECONY’s electric tariff requires it to also CON EDISON ANNUAL REPORT 2025 17
compensate customers for certain other service outages resulting from malfunctions in the company’s lines and cable of 33 Kilovolt (kV) or less or associated equipment, including, for residential customers, up to $655 for food spoilage and actual losses for prescription medicine losses, and for all other customers, up to $12,900 for losses of perishable merchandise. Each New York electric utility is required to submit to the NYSPSC annually an emergency response plan for the reasonably prompt restoration of service in the case of widespread outages in the utility’s service territory due to storms or other events beyond the control of the utility. If, after evidentiary hearings or other investigatory proceedings, the NYSPSC finds that the utility failed to reasonably implement its plan during an event, the NYSPSC may impose penalties or deny recovery of any part of the service restoration costs caused by such failure. In March 2025, the NYSPSC approved CECONY’s and O&R's emergency response plans. In December 2025, CECONY and O&R each submitted updated emergency response plans for 2026. Generic Proceedings The NYSPSC from time to time conducts “generic” proceedings to consider issues relating to all electric and gas utilities operating in New York State. Proceedings include clean energy and related implementation proceedings, such as the Climate Leadership and Community Protection Act proceeding, and proceedings relating to energy affordability, data access, retail access, gas planning, energy efficiency and renewable energy programs, and negative revenue adjustments for billing delays related to community solar generation projects. The Utilities typically are active participants in such proceedings. Federal Regulation During 2025, a series of executive orders, memoranda and proclamations were issued (collectively, Federal Actions) designed to address areas such as tariffs on imports, environmental and energy regulations, domestic energy production, and retention of domestic generation resources, among other things. Many of the executive orders imposing tariffs on imports have been modified, stayed, or are the subject of litigation. Although these tariffs have not had a significant impact on the Companies' operations or financial condition to date, the cost of materials have increased during 2025 across various supply chain contract portfolios. If the tariffs remain in place, the cost of materials is anticipated to continue to increase and also may lead to supply chain disruptions. The Companies continue to monitor these developments closely to assess any potential additional impact on the Companies. The situation remains fluid and is subject to rapid change. The Companies are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions that may result from the Federal Actions. Federal Energy Regulatory Commission (FERC) The Federal Energy Regulatory Commission (FERC), among other things, regulates the transmission and wholesale sales of electricity in interstate commerce and the transmission and sale of natural gas for resale in interstate commerce. In addition, the FERC can impose substantial penalties, including penalties for violations of reliability and cybersecurity rules. Certain activities of the Utilities and Con Edison Transmission are subject to the jurisdiction of the FERC. The Utilities are subject to regulation by the FERC with respect to electric transmission rates and to regulation by the NYSPSC with respect to electric and gas retail commodity sales and local delivery service. As a matter of practice, the NYSPSC has approved delivery service rates for the Utilities that include both transmission and distribution costs. The FERC also authorizes the Utilities' short-term borrowings. The electric and gas transmission projects in which Con Edison Transmission invests are also subject to regulation by the FERC. See “Con Edison Transmission,” below. 18 CON EDISON ANNUAL REPORT 2025
New York Independent System Operator (NYISO) The NYISO is a not-for-profit organization that controls and directs the operation of most of the electric transmission facilities in New York State, including those of the Utilities, as an integrated system. It also administers wholesale markets for electricity in New York State and facilitates the construction of new transmission it considers necessary to meet identified reliability, economic or public policy needs. The New York State Reliability Council (NYSRC) promulgates reliability standards subject to FERC oversight, and the NYISO has agreed to comply with those standards. Pursuant to a requirement that is set annually by the NYSRC, the NYISO requires that entities supplying electricity to customers in New York State have generating capacity (owned, procured through the NYISO capacity markets or contracted for) in an amount equal to the peak demand of their customers plus the applicable reserve margin. In addition, the NYISO has determined that entities that serve customers in New York City must procure sufficient capacity from resources that are electrically located in New York City to cover a substantial percentage of the peak demands of their New York City customers. The NYISO also requires entities that serve customers in the Lower Hudson Valley and New York City customers that are served through the Lower Hudson Valley to procure sufficient capacity from resources electrically located in the Lower Hudson Valley. These requirements apply both to regulated utilities such as CECONY and O&R for the customers they supply under regulated tariffs and to other load serving entities that supply customers on market terms. See “CECONY – Electric Operations – Electric Supply,” "CECONY – Electric Operations – Electric Reliability Needs" and “O&R – Electric Operations – Electric Supply,” below. Cyber Regulation The Companies are subject to cyber regulation by federal agencies, including FERC, the Transportation Security Agency and the Cybersecurity and Infrastructure Security Agency. The Utilities are subject to cyber regulation by the NYSPSC, that under the New York Public Service Law, is authorized to evaluate annually the utility’s customer privacy protections, including, but not limited to, customer electric and gas consumption data, and protection of critical energy infrastructure. In March 2023, the New York State legislature amended the New York State Public Service Law, directing the NYSPSC to develop rules to direct electric and gas utilities to, among other things, (i) protect customer privacy, including customer consumption data, from unauthorized disclosure; (ii) develop and implement tools to monitor operational control networks to detect unauthorized network behavior; and (iii) mandate that utilities’ emergency response plans include cyberattack response plans. In December 2024, the NYSPSC and the NYSDPS prepared a report on their review of New York gas and electric utilities’ compliance with the New York Public Service Law referenced above and their cybersecurity posture for operational and informational technology systems that manage operations and hold private customer data. The NYSPSC recommended adoption of specific cybersecurity regulations to enhance and codify standards and practices in these areas, which will be developed and implemented pursuant to a separate proceeding. O&R’s subsidiary, RECO, is subject to cyber regulation by the NJBPU. See “The Companies Are Extensively Regulated And May Be Subject To Penalties” and "A Cyber Attack Could Adversely Affect the Companies" in Item 1A and Item 1C: Cybersecurity. Competition The subset of distributed energy resources (DER) that produce electricity is collectively called distributed generation (DG). DG includes solar energy production facilities, fuel cells, and micro-turbines, and provides an alternative source of electricity for the Utilities’ electric delivery customers. Energy storage, though not a form of DG, is also a source of electricity for the Utilities’ electric delivery customers. Typically, customers with DG remain connected to the utility’s delivery system and do not pay a different rate. Gas delivery customers have electricity, oil and propane as alternatives, and steam customers have electricity, oil and natural gas as alternative sources for heating and cooling their buildings. Micro-grids and community-based micro-grids enable DG to serve multiple locations and multiple customers. The Companies expect DERs and electric alternatives to gas and steam, to increase, and for gas and steam usage to decrease, as the Climate Leadership and Community Protection Act (CLCPA) enacted by New York State and the Climate Mobilization Act enacted by New York City continue to be implemented. See “Environmental Matters – Clean Energy Future,” below. See “CECONY- Gas Operations - Gas Peak Demand,” below. The following table shows the aggregate capacities of the DG projects connected to the Utilities’ distribution systems at the end of the last five years: CON EDISON ANNUAL REPORT 2025 19
Technology CECONY O&R Total MW, except project number 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 Internal-combustion engines 184 175 160 157 155 3 3 3 3 3 Photovoltaic solar 785 680 579 487 398 323 283 243 213 183 Battery energy storage 116 90 47 25 18 51 49 36 25 11 Gas turbines 61 61 61 61 61 20 20 20 20 20 Micro turbines 26 25 24 24 23 1 1 1 1 1 Fuel cells 49 47 46 45 30 — — — — — Steam turbines 6 6 6 6 6 — — — — — Landfill — — — — — 2 2 2 2 2 Total distribution-level DG 1,227 1,085 924 805 692 400 358 305 264 220 Number of DG projects 87,032 75,868 65,311 53,147 43,512 17,248 15,848 14,200 12,447 10,911 The Utilities do not consider it reasonably likely that another company would be authorized to provide utility delivery service of electricity, gas or steam where the Utilities already provide service. Any such other company would need to obtain NYSPSC consent, satisfy applicable local requirements, install facilities to provide the service, meet applicable services standards and charge customers comparable taxes and other fees and costs imposed on the service. A new delivery company would also be subject to extensive ongoing regulation by the NYSPSC. See “Utility Regulation – State Utility Regulation – Regulators,” above, "The Companies Are Extensively Regulated And May Be Subject To Substantial Penalties" in Item 1A and “Other Regulatory Matters” in Note B to the financial statements in Item 8. Con Edison Transmission develops and invests in electric transmission projects, the current and prospective customers of which may have competitive alternatives, and owns, through joint ventures, both electric and gas assets. See "Con Edison Transmission," below. The Utilities CECONY CECONY, incorporated in New York State in 1884, is a subsidiary of Con Edison and has no significant subsidiaries of its own. Its principal business segments are its regulated electric, gas and steam businesses. For a discussion of the company’s operating revenues and operating income for each segment, see “Results of Operations” in Item 7. For additional information about the segments, see Note P to the financial statements in Item 8. Electric Operations Electric Facilities CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for distribution facilities were $25,214 million and $23,770 million at December 31, 2025 and 2024, respectively. For its transmission facilities, the costs for utility plant, net of accumulated depreciation, were $5,223 million and $4,703 million at December 31, 2025 and 2024, respectively, and for its portion of the steam-electric generation facilities, the costs for utility plant, net of accumulated depreciation, were $597 million and $577 million, at December 31, 2025 and 2024, respectively. See "CECONY – Steam Operations – Steam Facilities," below. Distribution Facilities CECONY owns 63 area distribution substations and various distribution facilities located throughout New York City and Westchester County. At December 31, 2025, the company’s distribution system had a transformer capacity of 33,020 MVA, with 38,219 miles of overhead distribution lines and 100,371 miles of underground distribution lines. The underground distribution lines represent the single longest underground electric delivery system in the United States. 20 CON EDISON ANNUAL REPORT 2025
Transmission Facilities CECONY’s transmission facilities are located in New York City and Westchester, Orange, Rockland, Putnam and Dutchess counties in New York State. At December 31, 2025, the company owned or jointly owned 490 miles of overhead circuits operating at 138, 230, 345 and 500 kV and 770 miles of underground circuits operating at 69, 138 and 345 kV. The company’s 40 transmission substations and 63 area stations are supplied by circuits operated at 69 kV and above. CECONY’s transmission facilities interconnect with those of National Grid, Central Hudson Gas & Electric Corporation, O&R, New York State Electric & Gas, Eversource Energy, Long Island Power Authority, NYPA, New York Transco and Public Service Electric and Gas Company. Generating Facilities CECONY’s electric generating facilities consist of plants located in Manhattan whose primary purpose is to produce steam for the company's steam business and also co-produce electricity. The facilities have a combined electric nameplate capacity of approximately 726 MW. The company expects to have sufficient amounts of gas and fuel oil available in 2026 for use in these facilities. Electric Sales and Deliveries CECONY delivers electricity to its full-service customers who purchase electricity from the company. Under the company's retail choice program, CECONY also delivers electricity to its customers who choose to purchase electricity from other load serving entities. In addition, the company delivers electricity to state and municipal customers of the NYPA. The company charges all customers in its service area for the delivery of electricity. The company generally recovers, on a current basis, the cost of the electricity that it buys and then sells to its full-service customers. It does not make any margin or profit on the electricity it sells. CECONY’s electric delivery revenues are subject to a revenue decoupling mechanism. As a result, its electric delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. CECONY’s electric sales and deliveries for the last five years were: Year Ended December 31, 2025 2024 2023 2022 2021 Electric Energy Delivered (millions of kWh) CECONY full service customers 23,457 22,272 22,657 22,547 20,710 Delivery service for retail choice customers 20,785 20,715 20,315 21,116 21,549 Delivery service to NYPA customers and others 9,556 9,440 9,284 9,357 9,069 Total Deliveries in Franchise Area 53,798 52,427 52,256 53,020 51,328 Electric Energy Delivered ($ in millions) CECONY full service customers $7,908 $7,178 $6,305 $6,192 $5,299 Delivery service for retail choice customers 2,777 2,697 2,394 2,526 2,613 Delivery service to NYPA customers and others 889 849 758 715 683 Other operating revenues 96 (7) 621 318 211 Total Deliveries in Franchise Area $11,670 $10,717 $10,078 $9,751 $8,806 Average Revenue per kWh Sold (Cents) Residential ¢36.70 ¢35.70 ¢30.10 ¢28.80 ¢27.30 Commercial and industrial ¢30.30 ¢28.30 ¢25.40 ¢26.00 ¢23.50 For further discussion of the company’s electric operating revenues and its electric results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8. CON EDISON ANNUAL REPORT 2025 21
Electric Peak Demand The electric peak demand in CECONY’s service area typically occurs during the summer air conditioning season. CECONY’s 2025 service area actual hourly peak demand was 12,530 MW, which occurred on June 25, 2025. At “design weather conditions,” electric peak demand in CECONY’s service area would have been approximately 12,600 MW. Design weather conditions for the electric system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. Since NYISO-invoked demand reduction programs can only be called upon under specific circumstances, design weather conditions do not include these programs' potential impact. However, the CECONY forecasted hourly peak demand at design weather conditions does include the impact of certain demand reduction programs. The company estimates that, under design weather conditions, the 2026 service area hourly peak demand will be 12,690 MW. As of January 2026, the company forecasts an average annual increase in hourly electric peak demand in its service area at design weather conditions over the next five years to be approximately 0.7 percent per year. The five-year forecast in peak demand is used by the company for electric supply and capital expenditures planning purposes. Electric Supply Most of the electricity sold by CECONY to its full-service customers in 2025 was purchased through the wholesale electricity market administered by the NYISO. The company expects that resources will again be adequate to meet the requirements of its customers in 2026. See "Electric Reliability Needs," below. The company plans to meet its continuing obligation to supply electricity to its full-service customers through a combination of electricity purchased under contract, purchased through the NYISO’s wholesale electricity market, or generated from its electricity generating facilities. For information about the company’s contracts for electric generating capacity, see Notes I and Q to the financial statements in Item 8. To reduce the volatility of its full-service customers’ electric energy costs, the company enters into derivative transactions to hedge the costs of a portion of its expected purchases through the NYISO’s wholesale electricity market. CECONY owns generating stations in New York City associated primarily with its steam system and local reliability support. The generating stations have a combined electric nameplate capacity of approximately 780 MW. For information about electric generating capacity owned by the company, see “Electric Operations – Electric Facilities – Generating Facilities,” above. In general, the Utilities recover their costs of purchasing power for full-service customers, including the cost of hedging purchase prices, pursuant to rate provisions approved by the state public utility regulatory authority having jurisdiction. See “Financial and Commodity Market Risks – Commodity Price Risk” in Item 7 and “Recoverable Energy Costs” in Note A to the financial statements in Item 8. Electric Reliability Needs CECONY monitors the adequacy of the electric capacity resources and related developments in its service area, and works with other parties on long-term resource adequacy within the framework of the NYISO reliability planning process. In October 2025, the NYISO issued its 2025 Q3 Short-Term Assessment of Reliability (STAR) that identifies a bulk power system electric reliability need in New York City beginning in the summer of 2026 and continuing through 2030. See "Electric Supply" above. The need is primarily driven by forecasted increases in peak demand, deactivation notices of existing generation on the Gowanus and Narrows barges and the uncertainty as to whether certain planned projects will be completed and energized within the forecasted time period (the Gowanus- Greenwood 345-138 kV feeder and the Champlain Hudson Power Express transmission line in May 2026, Empire Wind 1 in July 2027 and Propel NY in May 2030). In its 2025 Q4 STAR report issued in January 2026, the NYISO observed that the scope, scale, and nature of the forecasted reliability need remains unchanged. NYISO previously solicited both market-based and regulated solutions which remain under evaluation by the NYISO. In December 2025, CECONY issued its preliminary 2025 Local Transmission Plan (LTP), which projected reliability needs in New York driven by increasing load demand, cumulative generator retirements without incremental new generation resources, and reliability design criteria updates. Following CECONY’s preliminary 2025 LTP, the NYSPSC issued an order directing CECONY to develop a reliability contingency plan by June 2026 to address projected reliability needs in New York City. In January 2026, pursuant to the NYSPSC order, CECONY filed its updated projection of reliability needs in New York City of 125 MW beginning in 2032 and increasing to 750 MW by 2036. Additionally, CECONY issued a Request for Information (RFI) to engage with stakeholders for the submission of feasible, effective, timely and cost- effective options to meet these needs. The RFI will be used to inform CECONY's New York City reliability contingency plan. 22 CON EDISON ANNUAL REPORT 2025
Gas Operations Gas Facilities CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for gas facilities, which are primarily distribution facilities, were $12,629 million and $11,830 million at December 31, 2025 and 2024, respectively. Natural gas is delivered by interstate pipelines to CECONY at various points in or near its service territory and is distributed to customers by the company through an estimated 4,374 miles of mains and 379,939 service lines. The company owns a natural gas liquefaction facility and storage tank at its Astoria property in Queens, New York with a capacity of approximately 1 Bcf. The company has a contract for approximately 1.2 Bcf of additional natural gas storage capacity at a field in upstate New York, owned and operated by Honeoye, a corporation 71.2 percent owned by Con Edison Transmission and 28.8 percent owned by CECONY. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. Gas Sales and Deliveries CECONY delivers gas to its full-service customers who purchase gas from the company. The company generally recovers the cost of the gas that it buys and then sells to its full-service customers. It does not make any margin or profit on the gas it sells. Under the company's retail choice program, CECONY also delivers gas to its customers who choose to purchase gas from other suppliers. CECONY’s gas delivery revenues are subject to a weather normalization clause and a revenue decoupling mechanism. As a result, its gas delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. CECONY’s gas sales and deliveries for the last five years were: Year Ended December 31, 2025 2024 2023 2022 2021 Gas Delivered (MDt) Firm sales Full service 89,529 74,503 77,525 85,246 81,637 Firm transportation 79,874 71,521 72,740 75,172 76,765 Total Firm Sales 169,403 146,024 150,265 160,418 158,402 Interruptible sales (a) 3,574 2,959 7,892 6,098 5,927 Total Gas Delivered to CECONY Customers 172,977 148,983 158,157 166,516 164,329 Transportation of customer-owned gas NYPA 40,877 56,291 53,541 45,085 43,094 Other (mainly generating plants and interruptible transportation) 85,138 79,930 80,378 72,448 67,871 Off-system sales 12 12 12 12 12 Total Sales 299,004 285,216 292,088 284,061 275,306 Gas Delivered ($ in millions) Firm sales Full service $2,171 $1,788 $1,791 $1,850 $1,473 Firm transportation 965 914 853 798 704 Total Firm Sales 3,136 2,702 2,644 2,648 2,177 Interruptible sales 28 28 49 51 29 Total Gas Delivered to CECONY Customers 3,164 2,730 2,693 2,699 2,206 Transportation of customer-owned gas NYPA 2 2 2 2 2 Other (mainly generating plants and interruptible transportation) 62 60 58 64 59 Other operating revenues (mainly regulatory amortizations) 50 42 76 159 111 Total Sales $3,278 $2,834 $2,829 $2,924 $2,378 Average Revenue per Dt Sold Residential $25.99 $25.93 $26.63 $24.67 $20.71 General $21.83 $21.18 $18.03 $17.17 $13.67 (a) Includes 2,574, 2,015 and 1,920 MDt for 2023, 2022 and 2021, respectively, which are also reflected in delivery service for firm retail choice customers and other. For further discussion of the company’s gas operating revenues and its gas results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8. CON EDISON ANNUAL REPORT 2025 23
Gas Peak Demand The gas actual peak day demand for firm gas customers in CECONY’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 30, 2026 when the firm gas customers' demand reached approximately 1,310 MDt. “Design weather conditions” for the gas system is a standard to which the actual peak demand is adjusted for evaluation and planning purposes. The company estimates that, under design weather conditions, the 2026/2027 service area peak day demand for firm gas customers will be 1,648 MDt. The forecasted peak day demand for firm gas customers at design conditions does not include gas used by interruptible gas customers including electric and steam generating stations. As of January 2026, the company forecasts an average annual increase of the gas peak day demand for firm gas customers over the next five years at design conditions of approximately 0.2 percent in its service area. The five-year forecast in peak demand is used by the company for gas supply and capital expenditures planning purposes. Gas Supply CECONY and O&R have combined their gas requirements, and contracts to meet those requirements, into a single portfolio. The combined portfolio is administered by, and related management services are provided by, CECONY (for itself and as an agent for O&R) and costs are allocated between the Utilities in accordance with provisions approved by the NYSPSC. See Note U to the financial statements in Item 8. Charges from suppliers for the firm purchase of gas, which are based on formulas or indexes or are subject to negotiation, are generally designed to approximate market prices. The Utilities have contracts with interstate pipeline companies for the purchase of firm transportation from upstream points where gas has been purchased to the Utilities’ distribution systems, and for upstream storage services. Charges under these transportation and storage contracts are approved by the FERC. The Utilities are required to pay certain fixed charges under the supply, transportation and storage contracts whether or not the contracted capacity is actually used. These fixed charges amounted to approximately $580.3 million in 2025, including $509.4 million for CECONY. At December 31, 2025, the contracts were for various terms extending to 2027 for supply and 2047 for transportation and storage. During 2025, no new transportation contracts were entered into by CECONY or O&R. In addition, the Utilities purchase gas on the spot market and contract for interruptible gas transportation. See “Contractual Obligations,” below and “Recoverable Energy Costs” in Note A, Note Q and Note U to the financial statements in Item 8. Steam Operations Steam Facilities CECONY’s capitalized costs for utility plant, net of accumulated depreciation, for steam facilities, including steam's portion of the steam-electric generation facilities, were $2,009 million and $2,006 million at December 31, 2025 and 2024, respectively. See "CECONY – Electric Operations – Electric Facilities," above. CECONY generates steam at one steam-electric generating station and four steam-only generating stations and distributes steam to its customers through approximately 106 miles of transmission, distribution and service piping. 24 CON EDISON ANNUAL REPORT 2025
Steam Sales and Deliveries CECONY’s steam sales and deliveries for the last five years were: Year Ended December 31, 2025 2024 2023 2022 2021 Steam Sold (MMlb) General 502 428 428 513 504 Apartment house 5,303 4,880 4,657 5,122 5,013 Annual power 11,170 10,186 10,359 11,792 11,367 Total Steam Delivered to CECONY Customers 16,975 15,494 15,444 17,427 16,884 Steam Sold ($ in millions) General $36 $31 $25 $27 $25 Apartment house 199 162 150 155 137 Annual power 470 395 363 391 340 Other operating revenues (2) (10) 31 20 30 Total Steam Delivered to CECONY Customers $703 $578 $569 $593 $532 Average Revenue per Mlb Sold $41.53 $37.95 $34.84 $32.88 $29.73 For further discussion of the company’s steam operating revenues and its steam results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8. Steam Peak Demand and Capacity The steam actual hourly peak demand in CECONY’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 30, 2026 when the actual hourly demand reached approximately 7.01 MMlb per hour. “Design weather conditions” for the steam system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. The company’s estimate for the winter of 2026/2027 hourly peak demand of its steam customers is about 7.3 MMlb per hour under design weather conditions. As of January 2026, the company forecasts an average annual decrease in steam hourly peak demand in its service area at design weather conditions over the next five years to be approximately 0.9 percent. The five-year forecast in peak demand is used by the company for steam supply and capital expenditures planning purposes. On December 31, 2025, the steam system was capable of delivering approximately 11.2 MMlb of steam per hour, and CECONY estimates that the system will maintain the same capability throughout the 2026/2027 winter. Steam Supply 40 percent of the steam produced by CECONY in 2025 was supplied by the company’s steam-only generating assets; 42 percent was produced by the company’s steam-electric generating assets, where steam and electricity are primarily cogenerated; and 18 percent was purchased under an agreement with Brooklyn Navy Yard Cogeneration Partners L.P. O&R Electric Operations Electric Facilities O&R’s capitalized costs for utility plant, net of accumulated depreciation, for distribution facilities were $1,482 million and $1,359 million at December 31, 2025 and 2024, respectively. For its transmission facilities, the costs for utility plant, net of accumulated depreciation, were $377 million and $369 million at December 31, 2025 and 2024, respectively. O&R and RECO own, in whole or in part, transmission and distribution facilities which include 552 circuit miles of transmission lines, 16 transmission substations, 63 distribution substations, 89,675 in-service line transformers, 3,764 pole miles of overhead distribution lines and 2,417 miles of underground distribution lines. O&R’s transmission system is part of the NYISO system except that portions of RECO’s system are located within the transmission area controlled by PJM. Electric Sales and Deliveries O&R delivers electricity to its full-service customers who purchase electricity from the company. Under the company's retail choice program, O&R also delivers electricity to its customers who purchase electricity from load serving entities. CON EDISON ANNUAL REPORT 2025 25
The company charges all customers in its service area for the delivery of electricity. O&R generally recovers, on a current basis, the cost of the electricity that it buys and then sells to its full-service customers. It does not make any margin or profit on the electricity it sells. O&R’s New York electric revenues (which accounted for 76.66 percent of O&R’s electric revenues in 2025) are subject to a revenue decoupling mechanism. As a result, O&R’s New York electric delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. Effective July 2021, the majority of O&R’s electric distribution revenues in New Jersey are subject to a conservation incentive program, as a result of which distribution revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s electric transmission revenues in New Jersey are not subject to a conservation incentive program, and as a result, changes in such volumes do impact revenues. O&R’s electric sales and deliveries for the last five years were: Year Ended December 31, 2025 2024 2023 2022 2021 Electric Energy Delivered (millions of kWh) Total deliveries to O&R full service customers 3,541 3,212 2,988 2,973 2,702 Delivery service for retail choice customers 2,234 2,522 2,397 2,580 2,839 Total Deliveries in Franchise Area 5,775 5,734 5,385 5,553 5,541 Electric Energy Delivered ($ in millions) Total deliveries to O&R full service customers $809 $653 $578 $576 $453 Delivery service for retail choice customers 159 198 172 198 223 Other operating revenues (34) 1 9 (1) 5 Total Deliveries in Franchise Area $934 $852 $759 $773 $681 Average Revenue Per kWh Sold (Cents) Residential ¢25.30 ¢22.20 ¢21.90 ¢21.50 ¢19.00 Commercial and Industrial ¢18.80 ¢17.30 ¢15.30 ¢15.60 ¢13.00 For further discussion of the company’s electric operating revenues and its electric results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8. Electric Peak Demand The electric peak demand in O&R’s service area typically occurs during the summer air conditioning season. O&R’s 2025 service area actual hourly peak demand was 1,553 MW, which occurred on June 23, 2025. At “design weather conditions,” electric peak demand in O&R’s service area would have been approximately 1,526 MW. Design weather conditions for the electric system is a standard to which the actual hourly peak demand is adjusted for evaluation and planning purposes. Since NYISO-invoked demand reduction programs can only be called upon under specific circumstances, design weather conditions do not include these programs' potential impact. However, the O&R forecasted hourly peak demand at design conditions does include the impact of certain demand reduction programs. The company estimates that, under design weather conditions, the 2026 service area peak demand will be 1,600 MW. As of January 2026, the company forecasts an average annual increase in hourly electric peak demand in its service area at design conditions over the next five years to be approximately 4.1 percent primarily due to anticipated load growth from commercial customers, including data centers, and electric vehicles, offset in part by energy efficiency programs. The five-year forecast in peak demand is used by the company for electric supply and capital expenditures planning purposes. Electric Supply The electricity O&R sold to its full-service customers in 2025 was purchased under firm power contracts or through the wholesale electricity market. The company expects that these resources will again be adequate to meet the requirements of its customers in 2026. O&R does not own any electric generating capacity. The company plans to meet its continuing obligation to supply electricity to its customers through a combination of electricity purchased under contracts or purchased through the wholesale electricity market. To reduce the volatility of its customers’ electric energy costs, the company has contracts to purchase electric energy and enters into derivative transactions to hedge the costs of a portion of its expected purchases. For information about the company’s contracts, see Note Q to the financial statements in Item 8. In general, the Utilities recover their costs of purchasing power for full service customers, including the cost of hedging purchase prices, pursuant to rate provisions approved by the state public utility regulatory authority having jurisdiction. See “Financial and Commodity Market Risks – Commodity Price Risk,” in Item 7 and “Recoverable Energy Costs” in Note A to the financial statements in Item 8. From time to time, certain parties have petitioned the NYSPSC to review these provisions, the elimination of which could have a material adverse effect on the Companies’ financial position, results of operations or liquidity. 26 CON EDISON ANNUAL REPORT 2025
Gas Operations Gas Facilities O&R’s capitalized costs for utility plant, net of accumulated depreciation for gas facilities, which are primarily distribution facilities, were $927 million and $873 million at December 31, 2025 and 2024, respectively. Natural gas is delivered by pipeline to O&R at various points in or near its service territory and is distributed to customers by the company through an estimated 1,902 miles of mains and 107,866 service lines. Gas Sales and Deliveries O&R delivers gas to its full-service customers who purchase gas from the company. O&R generally recovers the cost of the gas that it buys and then sells to its full-service customers. It does not make any margin or profit on the gas it sells. Under the company's retail choice program, O&R also delivers gas to its customers who choose to purchase gas from other suppliers. O&R’s gas delivery revenues are subject to a weather normalization clause and to a revenue decoupling mechanism. As a result, its gas delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s gas sales and deliveries for the last five years were: Year Ended December 31, 2025 2024 2023 2022 2021 Gas Delivered (MDt) Firm sales Full service 16,558 12,516 14,357 15,353 13,998 Firm transportation 5,300 4,623 5,055 6,396 7,584 Total Firm Sales 21,858 17,139 19,412 21,749 21,582 Interruptible sales 3,630 3,712 3,301 3,911 3,821 Total Gas Delivered to O&R Customers 25,488 20,851 22,713 25,660 25,403 Transportation of customer-owned gas Sales for resale 790 710 672 673 468 Sales to electric generating stations 2 10 4 10 26 Off-system sales 164 109 20 73 81 Total Sales 26,444 21,680 23,409 26,416 25,978 Year Ended December 31, 2025 2024 2023 2022 2021 Gas Delivered ($ in millions) Firm sales Full service $277 $187 $230 $245 $190 Firm transportation 41 34 38 45 55 Total Firm Sales 318 221 268 290 245 Interruptible Sales 7 7 6 6 6 Total Gas Delivered to O&R Customers 325 228 274 296 251 Transportation of customer-owned gas Other operating revenues 6 45 23 16 9 Total Sales $331 $273 $297 $312 $260 Average Revenue Per Dt Sold Residential $17.43 $15.44 $16.90 $16.49 $14.09 General $13.43 $11.73 $12.64 $13.62 $11.24 For further discussion of the company’s gas operating revenues and its gas results, see “Results of Operations” in Item 7. For additional segment information, see Note P to the financial statements in Item 8. Gas Peak Demand The gas actual peak day demand for firm sales customers in O&R’s service area occurs during the winter heating season and during the winter of 2025/2026 (through January 31, 2026) occurred on January 24, 2026 when the firm sales customers' demand reached approximately 188 MDt. “Design weather conditions” for the gas system is a standard to which the actual peak demand is adjusted for evaluation and planning purposes. The company estimates that, under design weather conditions, the 2026/2027 service area peak day demand for firm sales customers will be 247 MDt. The forecasted peak day demand at design conditions does not include gas used by interruptible gas customers including electric generating stations. As of January 2026, the company forecasts an average annual increase of the gas peak day demand for firm gas customers over the next five years at design CON EDISON ANNUAL REPORT 2025 27
conditions of approximately 1.2 percent primarily due to an anticipated increase in the number of firm gas customers within the next five years. The five-year forecast in peak demand is used by the company for gas supply and capital expenditures planning purposes. Gas Supply O&R and CECONY have combined their gas requirements and purchase contracts to meet those requirements into a single portfolio. See “CECONY – Gas Operations – Gas Supply” above. Con Edison Transmission Con Edison Transmission, through its subsidiaries, develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets. Electric The following table presents Con Edison Transmission’s ownership interests in New York Transco’s electric transmission projects. Ownership Interest In-Service Date/ Anticipated Base Return on Common Equity plus incentive Return on Equity (ROE) Common Equity Ratio Transmission Owner Transmission Solutions (TOTS) (a) 45.7% 2016 9.99% plus 0.50% = 10.49% 53% New York Energy Solution (NYES) (b) 45.7% 2023/2025 9.99% plus 0.50% to 1.00% = 10.49% to 10.89% (c) 53% Propel NY Energy (d) 41.7% of New York Transco's share 2030 10.3% plus 1% = 11.3% 53% (a) TOTS is a group of three electric power bulk transmission projects ($217 million total cost) constructed on the New York bulk transmission system to increase transfer capability between upstate and downstate New York. In December 2025, the FERC approved a settlement agreement that provides a base ROE of 9.99 percent and allows the use of a 54% common equity ratio to calculate the revenue requirement. (b) The NYES project was constructed to relieve transmission congestion between upstate and downstate (estimated cost of approximately $800 million). Construction of the Dover Station, an additional network upgrade to support the NYES project, was completed during the fourth quarter of 2025. In December 2025, the FERC approved a settlement agreement that provides a base ROE of 9.99 percent and allows the use of a 54% common equity ratio to calculate the revenue requirement. (c) Includes a cost containment reduction. (d) Propel NY Energy, a project that is under development jointly with the NYPA, is a 90-mile electric transmission project that is expected to increase high voltage transmission connections between Long Island and the rest of New York State. New York Transco’s share of the estimated cost of the Propel NY Energy project is $2,200 million, excluding interconnection costs and the cost of projects expected to be built by local transmission owners, including CECONY. The siting, construction and operation of the project will require approvals and permits from the appropriate governmental agencies and authorities, including the NYSPSC. Gas Con Edison Transmission owns a 71.2 percent interest in Honeoye, a company that operates a gas storage facility in upstate New York and in which CECONY owns the remaining interest. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. In January 2026, Con Edison Transmission completed the sale of approximately 40 percent of its approximately 6.6 percent interest in Mountain Valley Pipeline, LLC (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. See "Investment in Mountain Valley Pipeline, LLC (MVP)" in Note A to the financial statements in Item 8. For information about Con Edison Transmission's results, see "Results of Operations" in Item 7 and Note P to the financial statements in Item 8. Capital Requirements and Resources Capital Requirements The following table contains the Companies’ capital requirements for the years 2023 through 2025: 28 CON EDISON ANNUAL REPORT 2025
Actual (Millions of Dollars) 2025 2024 2023 CECONY (a)(b) Electric $3,201 $3,088 $2,909 Gas 1,151 1,154 1,046 Steam 113 132 128 Sub-total 4,465 4,374 4,083 O&R (b) Electric 337 214 211 Gas 144 111 85 Sub-total 481 325 296 Con Edison Transmission 50 29 49 Clean Energy Businesses (c) — — 81 Total capital expenditures 4,996 4,728 4,509 Retirement of long-term securities Con Edison – parent company — — 650 CECONY — 475 — Clean Energy Businesses (c) — — 60 Total retirement of long-term securities (d) — 475 710 Total capital requirements $4,996 $5,203 $5,219 (a) CECONY’s capital expenditures for environmental protection facilities and related studies were $656 million, $672 million and $589 million in 2025, 2024 and 2023, respectively. (b) Amounts and estimates shown do not include regulatory asset expenditure amounts for energy efficiency and other clean energy programs. See "Regulatory Assets and Liabilities" in Note B to the financial statements in Item 8. (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 to the financial statements in Item 8. (d) Amounts exclude $2 million of retired debt for Broken Bow II, a deferred project, which was classified as Held for Sale as of December 31, 2024 and is shown under “Project Debt Held for Sale" on Con Edison's Consolidated Statement of Capitalization. See "Assets Held for Sale" in Note A and Note X to the financial statements in Item 8. The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025. CON EDISON ANNUAL REPORT 2025 29
The following table contains the Companies’ capital requirements current estimate of amounts for 2026 through 2030: Estimate (Millions of Dollars) 2030 2029 2028 2027 2026 CECONY (a)(b) Electric $6,293 $6,228 $5,019 $4,852 $4,766 Gas 1,451 1,436 1,066 1,057 1,093 Steam 209 223 201 193 127 Sub-total 7,953 7,887 6,286 6,102 5,986 O&R (b) Electric 479 494 502 380 415 Gas 139 143 151 110 132 Sub-total 618 637 653 490 547 Con Edison Transmission 17 75 213 167 62 Total capital expenditures 8,588 8,599 7,152 6,759 6,595 Retirement of long-term securities CECONY 600 — 800 700 250 O&R 35 44 — 80 — Total retirement of long-term securities 635 44 800 780 250 Total capital requirements $9,223 $8,643 $7,952 $7,539 $6,845 (a) CECONY’s capital expenditures for environmental protection facilities and related studies are estimated to be $637 million in 2026. Amounts include surcharge recovery programs that are not in base rates for CECONY of $1,885 million, $1,893 million, $1,766 million, $1,391 million and $603 million for 2030, 2029, 2028, 2027 and 2026, respectively. See Note B to the financial statements in Item 8. (b) Amounts and estimates shown do not include regulatory asset expenditure amounts for energy efficiency and other clean energy programs. See "Regulatory Assets and Liabilities" in Note B to the financial statements in Item 8. 30 CON EDISON ANNUAL REPORT 2025
Contractual Obligations The following table summarizes the Companies’ material obligations at December 31, 2025 to make payments pursuant to contracts. Long-term debt, operating and capital lease obligations and other noncurrent liabilities are included on their balance sheets. Electricity and gas purchase agreements (for which undiscounted future annual payments are shown) are described in the notes to the financial statements. Payments Due by Period (Millions of Dollars) Total After 5 years Years 4 & 5 Years 2 & 3 1 year or less Long-term debt (Statement of Capitalization) CECONY $24,550 22,200 $600 $1,500 $250 O&R 1,500 1,341 79 80 — Interest on long-term debt (a) 23,647 17,786 2,273 2,374 1,214 Total long-term debt, including interest 49,697 41,327 2,952 3,954 1,464 Finance lease obligations (Note J) CECONY 2 — — 1 1 O&R 1 — — 1 — Total finance lease obligations (b) 3 — — 2 1 Operating leases (Note J) CECONY 631 291 131 137 72 O&R 1 — — — 1 Total operating leases 632 291 131 137 73 Purchase obligations Electricity power purchase agreements – Utilities (Note I) CECONY Energy 1,505 817 275 277 136 Capacity (c) 931 259 116 334 222 Total CECONY 2,436 1,076 391 611 358 O&R Energy and Capacity (c) 118 — — 47 71 Total electricity and power purchase agreements – Utilities 2,554 1,076 391 658 429 Natural gas supply, transportation, and storage contracts – Utilities (Note I) (d) CECONY Natural gas supply 473 — — 7 466 Transportation and storage 3,818 1,975 465 885 493 Total CECONY 4,291 1,975 465 892 959 O&R Natural gas supply 57 — — 1 56 Transportation and storage 557 291 68 127 71 Total O&R 614 291 68 128 127 Total natural gas supply, transportation and storage contracts 4,905 2,266 533 1,020 1,086 Other purchase obligations (e) CECONY 4,702 392 556 1,062 2,692 O&R 333 49 35 51 198 Total other purchase obligations 5,035 441 591 1,113 2,890 Total $62,826 $45,401 $4,598 $6,884 $5,943 (a) Amounts include interest on variable-rate debt. (b) Amounts exclude four lease agreements for clean energy facilities that had not yet commenced operation. See Note J to the financial statements in Item 8. (c) Included in these amounts is the cost of minimum quantities of energy that the Utilities are obligated to purchase at both fixed and variable prices. (d) Included in these amounts is the cost of minimum quantities of natural gas supply, transportation and storage that the Utilities are obligated to purchase at both fixed and variable prices. (e) Amounts shown for other purchase obligations, which reflect capital and operations and maintenance costs incurred by the Utilities in running their day-to-day operations, were derived from the Utilities’ purchasing system as the difference between the amounts authorized and the amounts paid (or vouchered to be paid) for each obligation. For many of these obligations, the Utilities are committed to purchase less than the amount authorized. Payments for the “Other Purchase Obligations” are generally assumed to be made ratably over the term of the obligations. Long-term Purchase Obligations, which comprises $3,116 million of "Other Purchase Obligations," were derived from the Utilities' purchasing system by using a method that identifies the remaining purchase obligations. The Utilities believe that unreasonable effort and expense would be involved to enable them to report their “Other Purchase Obligations” in a different manner. CON EDISON ANNUAL REPORT 2025 31
The Companies’ commitments to make payments in addition to these contractual commitments include their other liabilities reflected on their balance sheets, any funding obligations for their pension and other postretirement benefit plans, financial hedging activities, their collective bargaining agreements and Con Edison’s guarantee of certain obligations. See Notes E, F, Q and “Guarantees” in Note H to the financial statements in Item 8. Capital Resources Con Edison is a holding company that operates only through its subsidiaries and has no material assets other than its interests in its subsidiaries. Con Edison finances its capital requirements primarily through internally-generated funds, the sale of its common shares or external borrowings. Con Edison’s ability to make payments on external borrowings and dividends on its common shares depends on receipt of dividends from its subsidiaries, proceeds from the sale of additional common shares or its interests in its subsidiaries or additional external borrowings. See "Con Edison's Ability To Pay Dividends Or Interest Depends On Dividends From Its Subsidiaries" in Item 1A and Note U to the financial statements in Item 8. For information about restrictions on the payment of dividends by the Utilities and significant debt covenants, see Note C to the financial statements in Item 8. For information on the Companies’ commercial paper program and revolving credit agreements with banks, see Note D to the financial statements in Item 8. The Companies require access to the capital markets to fund capital requirements that are substantially in excess of available internally-generated funds. See “Capital Requirements,” above and "The Companies Require Access To Capital Markets to Satisfy Funding Requirements” in Item 1A and each of the Companies believes that it will continue to be able to access capital, although financial market conditions or changes in the Companies' credit ratings may affect the timing and cost of the Companies’ financing activities. The Companies monitor the availability and costs of various forms of capital, and will seek to issue Con Edison common shares and other securities when it is necessary or advantageous to do so. For information about the Companies’ long-term debt and short-term borrowing, see Notes C and D to the financial statements in Item 8. The Utilities finance their operations, capital requirements and payment of dividends to Con Edison from internally- generated funds, contributions of equity capital from Con Edison, if any, and external borrowings. See "Liquidity and Capital Resources" in Item 7. Con Edison plans to meet its capital requirements for 2026 through 2030 through internally-generated funds, the issuance of long-term debt through public and private offerings and the issuance of common equity through public offerings, including pursuant to an at-the-market equity program. See “Capital Requirements and Resources - Capital Requirements" in Item 1. Con Edison's plans include the issuance of up to $3,200 million of long-term debt in 2026 and up to $3,000 million of long-term debt in 2027, including for maturing securities, at the Utilities and approximately $9,900 million in aggregate of long-term debt, including for maturing securities, at the Utilities during 2028 through 2030. Con Edison plans to issue up to $1,100 million of common equity in 2026, in addition to equity issued under its dividend reinvestment, employee stock purchase and long-term incentive plans. Con Edison also plans to issue common equity of approximately $1,200 million in 2027 and up to $3,300 million in aggregate during 2028 through 2030, in addition to equity issued under its dividend reinvestment, employee stock purchase and long- term incentive plans. Con Edison’s estimates of its capital requirements and related financing plans reflect information available and assumptions at the time the statements are made and include, among other things, the assumptions that the Utilities’ forecasted capital investments and financing plans through 2030 are approved by the NYSPSC. Actual developments and the timing and amount of funding may differ materially. In 2024, the NYSPSC authorized CECONY, through 2027, to issue up to $6,050 million of debt securities ($3,525 million of which the company had issued as of December 31, 2025). In 2025, the NYSPSC authorized O&R, through 2028, to issue up to $700 million of debt securities ($250 million of which the company had issued as of December 31, 2025). The NYSPSC also authorized CECONY and O&R for such periods to issue debt securities to refund existing debt securities of up to $2,500 million and $125 million, respectively, pursuant to which CECONY redeemed $225 million of its Series 2010A tax-exempt bonds and O&R had not refunded any securities pursuant to these authorizations. FERC has authorized CECONY through April 30, 2026 and O&R through July 31, 2026 to issue short-term borrowings for a period of not more than 12 months, in an amount not to exceed $4,000 million and $250 million, respectively, at prevailing market rates. Con Edison Transmission has financed its operations and capital requirements primarily with capital contributions and borrowings from Con Edison and internally-generated funds. See "Liquidity and Capital Resources" in Item 7. 32 CON EDISON ANNUAL REPORT 2025
For each of the Companies, the common equity ratio for the last five years was: Common Equity Ratio (Percent of total capitalization) 2025 2024 2023 2022 2021 Con Edison 48.6 47.1 49.1 50.9 47.4 CECONY 47.8 46.0 47.9 46.9 47.0 The credit ratings assigned by Moody’s, S&P and Fitch to the issuer rating and commercial paper rating of Con Edison, and the senior unsecured debt and commercial paper ratings of CECONY and O&R are as follows: Moody's S&P Fitch Con Edison Issuer Rating Baa1 A- BBB+ Commercial Paper P-2 A-2 F2 CECONY Senior Unsecured Debt A3 A- A- Commercial Paper P-2 A-2 F2 O&R Senior Unsecured Debt Baa1 A- A- Commercial Paper P-2 A-2 F2 Credit ratings assigned by rating organizations are expressions of opinion and are not recommendations to buy, sell or hold securities. A credit rating is subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. See “The Companies Require Access To Capital Markets To Satisfy Funding Requirements” and “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A. Energy Affordability Programs In July 2025, the NYSPSC issued an order adopting an enhanced energy affordability policy, which will expand eligibility for New York utilities' Energy Affordability Programs (EAP). These changes are expected to take effect in 2026. In an effort to address growing affordability concerns, the 2023-24 New York State budget tasked the NYSPSC with developing a discount program for residential electric and gas customers who do not qualify for the existing EAP but whose income is below the state or area median income to help additional households with energy bills. The order establishes three additional benefit tiers in a new Enhanced EAP (EEAP) alongside the current EAP and increases the total budget for these programs from 2 percent to 3 percent of each New York utility's total annual revenue, with 0.5 percent set aside for the three new EEAP. The Utilities are required, among other things, to file cost recovery plans detailing the cost to implement the program, update EAP budgets accordingly, and track enrollment and participation in the EEAP over an initial two-year pilot period. See "Energy Affordability" in Item 7. Environmental Matters Clean Energy Future New York State’s Clean Energy Goals In 2019, New York State enacted the Climate Leadership and Community Protection Act (CLCPA) that established a goal of 70 percent of the electricity procured by load serving entities regulated by the NYSPSC to be produced by renewable energy systems by 2030 and requires the statewide electrical demand system to have zero emissions by 2040. The law also codified state targets for energy efficiency (end-use energy savings of 185 trillion British thermal units below 2025 energy-use forecast), offshore wind (9,000 MW by 2035), solar (6,000 MW by 2025) and energy storage (3,000 MW by 2030, that was subsequently increased by the NYSPSC to 6,000 MW by 2030). See “Energy Storage,” below. The CLCPA established a climate action council that made recommendations for meeting the statewide greenhouse gas (GHG) emission reduction requirements through displacing fossil-fuel fired electricity with renewable electricity, transitioning heating and transportation to lower GHG impact fuels (including substantial electrification), implementing energy efficiency measures and providing 35 percent to 40 percent of the benefits of CLCPA-related investments to disadvantaged communities. As required by the law, the New York State Department of Environmental Conservation (NYSDEC) adopted regulations establishing statewide GHG emissions limits that are 60 percent of 1990 emissions levels by 2030 and 15 percent of 1990 emissions by 2050. The Utilities are unable to predict the impact that the implementation of this law will have on them. In January 2025, CECONY published its integrated long-range plan, which sets forth CECONY’s planning and investment strategy to provide safe, reliable and resilient service to customers and to support the decarbonization of energy use for electric, gas and steam customers, aligning with the greenhouse gas emissions reduction targets CON EDISON ANNUAL REPORT 2025 33
mandated by the CLCPA. Implementing this strategy will require capital expenditures above historic norms. While the details of CECONY’s investments will continue to be addressed in its rate cases or other filings, subject to the approval of the NYSPSC, CECONY projects that $72 billion of capital expenditures will be needed between 2025 and 2034 to implement its strategy. Offshore Wind In an effort to meet the CLCPA’s offshore wind goals, load serving entities, such as CECONY and O&R, will be required to purchase offshore wind renewable energy credits when NYSERDA's offshore wind projects begin operation. NYSERDA issued competitive solicitations for offshore wind energy resulting in two projects that are in development, Sunrise Wind (924 MW), a project that began construction in June 2024 and that is expected to enter commercial operation in 2026 and Empire Wind 1 (810 MW), a project that is expected to enter commercial operation in 2027 and connect to the New York City electrical grid at CECONY’s Gowanus substation. In December 2025, the United States Department of the Interior issued stop work orders to a number of awarded offshore wind projects, including Sunrise Wind and Empire Wind 1, citing national security risks. In January and February 2026, a federal district judge granted Empire Wind 1 and Sunrise Wind a preliminary injunction that allowed construction activities to resume. Building Electrification and Energy Efficiency In January 2020, and updated in August 2022, the NYSPSC issued an order directing energy efficiency targets and budgets for New York utilities. The order approved electric and gas energy efficiency programs and heat pump budgets for building electrification, and associated targets, for the years 2020 through 2025 to meet the NYSPSC’s goal of reducing electric use by 3 percent annually and gas use by 1.3 percent annually by 2025. The order and subsequent update authorized budgets for the years 2020 through 2025 for: electric energy efficiency programs of $688 million and $71 million for CECONY and O&R, respectively; gas energy efficiency programs of $338 million and $17 million for CECONY and O&R, respectively; and heat pump programs of $1,106 million and $15 million for CECONY and O&R, respectively. CECONY’s 2023-2025 electric and gas rate plans allowed it to recover the costs of heat pumps for building electrification and energy efficiency expenditures, including a full rate of return, in rates from customers. See Note B to the financial statements in Item 8. In May 2025, the NYSPSC issued two orders that established budgets for CECONY’s and O&R’s energy efficiency and building electrification programs (formerly known as New Efficiency New York) for 2026-2030 with aggregate budgets of $2,138 million and $110 million, respectively. The aggregate amounts are comprised of average annual budgets of: $300 million and $19 million for electric energy efficiency and heat pump programs for CECONY and O&R, respectively, and $128 million and $3 million for gas energy efficiency programs for CECONY and O&R, respectively. Building electrification and energy efficiency expenditures are treated as regulatory assets with recovery including the weighted average cost of capital and beginning on March 1, 2026 collected via a surcharge rather than included in base rates. Electric Vehicles In July 2020, the NYSPSC established light-duty electric vehicle make-ready and other infrastructure programs that included budgets of $290 million and $24 million for CECONY and O&R, respectively, through 2025. In November 2023, the light-duty infrastructure and other programs, including medium and heavy-duty make-ready pilot projects and a new micromobility infrastructure incentive program, were expanded to approximately $823 million for CECONY and $56 million for O&R. The November 2023 order also permitted the make-ready programs to extend beyond 2025 until targets are met or authorized budgets depleted. The NYSPSC authorized CECONY and O&R to recover these costs, including a full rate of return, through surcharge mechanisms and subsequently in rates from customers. In July 2022, the NYSPSC issued an order that provided CECONY and O&R with up to a total of $31 million and $5.8 million, respectively, through 2025, for implementation of residential vehicle managed charging programs and administration costs. The order also provided CECONY and O&R with authorization to offer incentives to encourage electric vehicle charging to occur overnight and during off-peak times totaling approximately $71.8 million and $8.2 million, respectively, through 2025, that would be recovered through the respective company’s revenue reconciliation mechanisms. In August 2025, the NYSPSC authorized the continuance of the residential vehicle managed charging programs beyond the original end date of December 31, 2025 as it conducts a program review. 34 CON EDISON ANNUAL REPORT 2025
In October 2022, the NJBPU approved RECO’s electric vehicle make-ready program that includes a budget of $7.6 million through 2026 for electric vehicle infrastructure and related program costs. The NJBPU authorized RECO to recover these costs, including a full rate of return, in rates from customers. In November 2023, the NYSPSC issued an order that provides CECONY and O&R with up to $432 million and $18 million through 2026, respectively, for the implementation of commercial managed charging programs and demand charge rebates, participant incentives and administration costs. The NYSPSC authorized CECONY and O&R to recover these costs, including a full rate of return, through surcharge mechanisms and subsequently in rates from customers. Energy Storage In June 2024, the NYSPSC issued an order adopting an updated roadmap for achieving 6,000 MW of statewide energy storage resource deployment by 2030 and recognized the need for additional statewide energy storage of 12,000 MW by 2040 and 17,000 MW by 2050. In October 2024, New York utilities, including CECONY and O&R, completed a study of the potential of energy storage to provide non-market transmission and distribution services and identified services for which energy storage is suitable. CECONY owns and operates three energy storage projects located in Ozone Park, Queens, Fox Hills, Staten Island, and Brownsville, Brooklyn that are designed to store 1.5 MW/12 MWh, 7.5 MW/30 MWh, and 5.8MW/23.2MWh of energy, respectively. CECONY has procured 185 MW of energy storage projects under its Utility Dispatch Rights program and is evaluating proposals for additional projects. These long-term contracts provide CECONY with the right to dispatch energy from the storage projects for both wholesale market and grid purposes. O&R owns and operates one energy storage project located in Pomona, New York that is designed to store 3MW / 12MWh of energy and is engaged in procuring for Utility Dispatch Rights in its service territory. The Utilities expect to recover the cost of energy storage services procured under their Utility Dispatch Rights programs, including a full rate of return, in rates and surcharges from customers. Thermal Energy Networks In April 2024, the NYSDPS approved CECONY’s and O&R’s December 2023 Stage 1 filings (Project Scope, Feasibility, and Stakeholder Engagement) for utility-scale thermal energy network pilot projects. The NYSDPS also confirmed CECONY and O&R are authorized to incur costs of $17.1 million and $4.6 million, respectively, through the completion of Stage 2 (Pilot Project Engineering Design and Customer Protection Plan). These projected costs are within the budgets previously proposed by CECONY and O&R in December 2023 of $255 million and $46 million, respectively. In December 2024, the NYSPSC issued an order approving CECONY’s May 2024 petition seeking $6 million for certain unaddressed costs that are necessary to complete Stage 2 of its utility thermal energy network pilot projects, in addition to the $17.1 million described above. The remaining proposed budget amounts are subject to approval by the NYSPSC. In July 2025, CECONY and O&R filed with the NYSPSC their final Pilot Engineering Design and Customer Protection Plans (Stage 2 Filings) for the utility-scale thermal energy network (UTEN) pilot projects. CECONY and O&R requested authorization to proceed to Stage 3 (Customer Enrollment and Construction). The total estimated costs for the UTEN projects have increased to $415 million (from $255 million) and $112 million (from $46 million) for CECONY and O&R, respectively. CECONY and O&R were previously authorized to incur costs of $23.1 million and $4.6 million, respectively. The remaining proposed budget amounts in excess of the previously authorized amounts are subject to approval by the NYSPSC. Distribution System and Distributed Energy Resources The NYSPSC is directing development by New York electric utilities of a distributed system platform to manage and coordinate distributed energy resources (DER) in their service areas under NYSPSC regulation and to provide customers, together with third parties, with data and tools to better manage their energy use. Although DER has the ability to reduce load on the system, increased deployment of bidirectional DER may lead to DER hotspots that trigger system upgrades. The NYSPSC has required the Utilities to file distributed system implementation plans and ordered the Utilities to develop demonstration projects to inform distributed system platform business models. As of December 31, 2025, CECONY and O&R had three and one active demonstration projects, respectively. In New York, net energy metering (NEM) compensates kilowatt-hours exported to the electric distribution system at the full-service rate for production, delivery, taxes and fees. NYSPSC’s policy is to phase in changes to limit annual CON EDISON ANNUAL REPORT 2025 35
bill increases on non-participating customers to two percent. In addition, NEM projects interconnected on or after January 1, 2022 are charged for their share of energy efficiency and other public policy benefit programs. New York City’s Clean Energy Goals In 2014, New York City announced a goal to reduce GHG emissions 80 percent below 2005 levels by 2050. In May 2019, New York City enacted a package of legislation known as the Climate Mobilization Act, that includes provisions intended to reduce GHG emissions from large buildings by 40 percent from 2005 levels by 2030. Building owners may achieve compliance through operational changes, building retrofits, the purchase of GHG offsets, the purchase of renewable energy credits and the use of clean distributed energy resources. Federal Regulation of GHG Emissions Section 111 of the Clean Air Act authorizes the U.S. Environmental Protection Agency (EPA) to set standards of performance (emissions limits) for new sources of air pollution, including GHG emissions, and establish guidelines for states to issue standards of performance for existing sources. These standards of performance are based on technology that the EPA determines to be the best system of emission reduction (BSER). In April 2024, the EPA issued a final Section 111 rule (Section 111 Rule) regulating GHG emissions from new electric-generating gas-fired combustion turbines and existing coal, oil, and gas-fired boilers used to generate electricity. The Section 111 Rule included carbon capture and sequestration (CCS) at a 90% capture rate as the BSER for certain new gas-fired combustion turbines and certain existing coal-fired boilers. The Section 111 Rule did not cover existing electric-generating, gas-fired combustion turbines. After the EPA issued the Section 111 Rule, petitioners challenged it in the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). Con Edison, as part of a coalition of public and private utilities, intervened in this litigation, arguing that the EPA had the authority to set the BSER, but the coalition took no position as to whether CCS was achievable in the timeframe set forth in the Section 111 Rule. In February 2025, the D.C. Circuit held the case in abeyance at the EPA's request. In June 2025, the EPA proposed a rule (Section 111 Repeal Rule) which would repeal all Section 111 GHG emissions standards from fossil fuel-fired power plants, including those found in the Section 111 Rule. The Section 111 Repeal Rule also contained a narrower, alternative proposal that would repeal the CCS-based and certain other GHG emissions standards found in the Section 111 Rule. In February 2026, the EPA issued a final rule which rescinded its 2009 Greenhouse Gas Endangerment Finding under Section 202(a)(1) of the Clean Air Act and eliminated all existing GHG emissions standards for motor vehicles. While the 2009 endangerment finding did not directly regulate the utility industry, the EPA could apply the same legal theories in this final rule to other federal regulations on GHG emissions, including those under Section 111. After the EPA issued the final rule, certain entities filed litigation in the D.C. Circuit challenging the rescission. Additional litigation is expected to be filed. The Companies are unable to predict the impact that the above matters will have on them. See "Federal Regulation," above. Climate Change As indicated by the Intergovernmental Panel on Climate Change, GHG emissions from manmade sources are changing the world’s climate. Climate change could affect customer demand for the Companies’ energy services. It might also cause physical damage to the Companies’ facilities and disruption of their operations due to more frequent and more extreme weather. See “The Failure of, or Damage to, the Companies’ Facilities Could Adversely Affect the Companies” in Item 1A. Past major weather events such as Superstorm Sandy in 2012 and Tropical Storm Isaias in 2020 caused large power outages in the Utilities’ territories and resulted in the Utilities incurring substantial response and restoration costs. In September 2023, CECONY updated the climate change vulnerability study it issued in 2019 and O&R published its first climate change vulnerability study. The studies were developed pursuant to a New York State Public Service Law that requires all New York electric utilities to release a climate change vulnerability study and file with the NYSPSC a subsequent climate change resilience plan at least every five years. The law authorizes utilities to recover costs incurred outside of the rate plans through a surcharge and to subsequently include approved costs into base rates during the next rate case proceeding. The Utilities’ studies identified rising temperatures, inland flooding, sea level rise, storm surge, high winds, ice accumulation and extreme and compound weather events to be the biggest risks to their systems. The resulting extreme weather events brought about by climate change are manifested in increased system load, asset degradation, equipment damage and worker safety and accessibility concerns. 36 CON EDISON ANNUAL REPORT 2025
In February 2025, CECONY and O&R filed updated climate change resilience plans with the NYSPSC in compliance with an order that directed CECONY and O&R to re-submit their November 2023 plans to exclude proposed projects that the NYSPSC determined are not climate resilience investments. CECONY’s and O&R’s updated climate change resilience plans propose investments of $645.4 million and $184.1 million, respectively, between 2025 and 2029 to enhance the resilience of their electric systems against extreme weather events brought about by climate change. The total cost of CECONY’s and O&R’s climate resilience investments from 2025 through 2044 are currently projected to be $5,294 million and $900.4 million, respectively. These investments are subject to approval by the NYSPSC through the base rate case process. CECONY’s rate plan included $146 million for climate resilience investments from 2026 through 2028 and O&R’s rate plan included climate resilience investments of $110.4 million from 2025 through 2027. See “Rate Plans” in Note B to the financial statements in Item 8. GHG Emissions Reporting Based on the most recent data (2022) published by the EPA, Con Edison estimates that its direct GHG emissions constitute less than 0.1 percent of the nation’s GHG emissions. Con Edison’s estimated Scope 1 emissions of GHG during the past five years were: (Metric tons, in millions (a), (b)) 2025 2024 2023 2022 2021 CO2 equivalent emissions 2.7 2.7 2.7 2.9 2.8 (a) Estimated emissions for 2025 are based on preliminary data and are subject to third-party verification. Scope 1 emissions are GHG emitted into the atmosphere by assets owned by Con Edison. Con Edison’s Scope 1 emissions primarily include emissions from CECONY’s operation of steam, electric, and co-generation plants. Con Edison’s Scope 1 emissions also include fugitive emissions that occur when pressurized equipment and infrastructure containing a GHG has a controlled or uncontrolled emission and emissions from Con Edison’s vehicle fleet. (b) The GHG emissions information includes those of CECONY and O&R. Con Edison is evaluating opportunities to enhance and update its emissions inventory. Con Edison’s more than 55 percent decrease in direct GHG emissions (carbon dioxide, methane and sulfur hexafluoride) from the 2005 baseline (6.0 million metric tons) reflects emission reductions resulting from equipment and repair projects, reduced steam demand, the increased use of natural gas in lieu of fuel oil at CECONY’s steam production facilities and projects to reduce sulfur hexafluoride emissions and to replace leak-prone gas distribution pipes. As a result of the Utilities’ participation in the NYISO wholesale markets, a portion of the Utilities’ NYISO energy purchases are sourced from renewable electric production facilities. The electricity produced by renewable generation offsets the energy that the Utilities would otherwise have procured, thereby reducing the amount of electricity produced by non-renewable production facilities. The Utilities also actively promote energy efficiency and the use of renewable generation to help their customers reduce their GHG emissions. CECONY has participated for several years in voluntary initiatives with the EPA to reduce its methane and sulfur hexafluoride emissions. The Utilities reduce methane emissions from the operation of their gas distribution systems through pipe maintenance and replacement programs and by utilizing technologies to reduce fugitive emissions from leaks or when work is performed on operating assets. The Utilities reduce emissions of sulfur hexafluoride by using improved technologies to locate and repair leaks and by replacing older equipment. In December 2024, NYSDEC adopted a regulation that will impose an emissions limit on owners of gas insulated equipment containing sulfur hexafluoride starting in 2030, including equipment used in electric power transmission and distribution. In January 2016, the NYSPSC approved a 10-year clean energy fund to be managed by NYSERDA under the NYSPSC's supervision. Subsequent NYSPSC orders modified program targets and extended clean energy fund- related initiatives through 2030. The Utilities collect clean energy fund surcharges from their customers through the system benefit charge. The Utilities billed customers clean energy fund surcharges of $248 million, $277 million and $224 million in 2025, 2024 and 2023, respectively. CECONY is subject to carbon dioxide emissions regulations established by New York State under the Regional Greenhouse Gas Initiative (RGGI) due to its ownership of electric generation assets. The initiative established a decreasing cap on carbon dioxide emissions resulting from the generation of electricity. Under RGGI, affected electric generators are required to obtain emission allowances to cover their carbon dioxide emissions. CECONY will purchase RGGI allowances for the sixth control period (2024 – 2026) based on anticipated emissions, which are expected to be similar to past compliance periods. The cost to the Companies to comply with legislation, regulations or initiatives limiting GHG emissions could be substantial. CON EDISON ANNUAL REPORT 2025 37
In support of New York State's and New York City's climate goals, Con Edison has adopted a Clean Energy Commitment whereby it commits to the transition to the clean energy future. Con Edison's Clean Energy Commitment is supported by five pillars: • Build the grid of the future • Empower Con Edison's customers to meet their climate goals • Reimagine the gas system • Lead by reducing Con Edison's carbon footprint • Partner with stakeholders CECONY Superfund 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 costs, 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 as to which CECONY has been asserted to have liability under Superfund include its and its predecessor companies’ former manufactured gas sites, its multi-purpose Astoria site, the Gowanus Canal site, the Newtown Creek site and other Superfund sites discussed below. There may be additional sites as to which assertions will be made that the company has liability. For a further discussion of claims and possible claims against the company under Superfund, estimated liability accrued for Superfund claims and recovery from customers of site investigation and remediation costs, see Note G to the financial statements in Item 8. Manufactured Gas Sites CECONY and its predecessors formerly owned and operated manufactured gas plants at 51 sites (MGP Sites) in New York City and Westchester County. Many of these sites have been subdivided and are now owned by parties other than CECONY and have been redeveloped for other uses, including schools, residential and commercial developments and hospitals. The NYSDEC is requiring CECONY to investigate, and if necessary, develop and implement remediation programs for the sites, including any neighboring areas to which contamination may have migrated. CECONY has started remedial investigations at all 51 MGP Sites. After investigations, no MGP impacts have been detected at all or portions of 15 sites, and the NYSDEC has issued No Further Action (NFA) letters for these sites. Coal tar or other MGP-related contaminants have been detected at the remaining 36 sites. Remedial actions have been completed at all or portions of 14 sites and the NYSDEC has issued NFA letters for these sites. In addition, remedial actions have been completed by property owners at all or portions of four sites under the New York State Brownfield Cleanup Program and Certificates of Completion have been issued by the NYSDEC for these sites. Remedial design, planning or action is ongoing for the remaining sites or portions of sites; however, the information as to the extent of contamination and scope of the remediation likely to be required for many of these sites is incomplete. The company estimates that its undiscounted potential liability for the completion of the site investigation and cleanup of the known contamination on MGP sites (other than the Astoria site, which is discussed below) could range from $645 million to $2,550 million. Astoria Site CECONY is permitted by the NYSDEC to operate a hazardous waste storage facility on property owned by it in the Astoria section of Queens, New York. Portions of the property were formerly the location of a manufactured gas plant and also have been used or are being used for, among other things, electric generation operations, electric substation operations, the storage of fuel oil, the manufacture and storage of liquefied natural gas and the maintenance and storage of electric equipment. As a condition of its NYSDEC permit, the company is required to investigate the property and, where environmental contamination is found and action is necessary, to remediate the contamination. The company’s investigations are ongoing. The company has submitted reports to the NYSDEC and the New York State Department of Health and in the future will be submitting additional reports identifying the known areas of contamination. The company estimates that its undiscounted potential liability for the completion of the site investigation and cleanup of the known contamination on the property could range from $291 million to $962 million. 38 CON EDISON ANNUAL REPORT 2025 Environmental Sustainability Con Edison’s sustainability strategy, as it relates to the environment, provides that the company seeks, among other things, to reduce direct and indirect GHG emissions; enhance the efficiency of its water use; reduce its impact to natural ecosystems; focus on reducing, reusing and recycling to lower materials consumption and disposal; and design its work in consideration of climate projections.
Gowanus Canal In August 2009, CECONY received a notice of potential liability and request for information from the EPA about the operations of the company and its predecessors at sites adjacent to or near the 1.8 mile Gowanus Canal in Brooklyn, New York. In March 2010, the EPA added the Gowanus Canal to its National Priorities List of Superfund sites. The canal’s adjacent waterfront is primarily commercial and industrial, currently consisting of concrete plants, warehouses and parking lots. The canal is near several residential neighborhoods. In September 2013, the EPA issued its record of decision for the site. The EPA concluded that there was significant contamination at the site, including polycyclic aromatic hydrocarbons, polychlorinated biphenyls (PCBs), pesticides, metals and volatile organic compounds. The EPA selected a remedy for the site that includes dredging and disposal of some contaminated sediments and stabilization and capping of contamination that will not be removed. The EPA has identified 39 potentially responsible parties (PRPs) with respect to the site, including CECONY (which the EPA indicated has facilities that may be a source of PCBs at the site). The EPA ordered the PRPs, including CECONY, to coordinate and cooperate with each other to perform and/or fund the remedial design for the selected remedy, which current estimates indicate could cost approximately $115 million. CECONY is funding its allocated share of the remedial design costs along with the other PRPs. In April 2019, the EPA issued an order that requires the PRPs, including CECONY, to: (1) design and perform bulkhead structural support work, including associated access dredging, along certain portions of the upper reaches of the canal, and (2) complete the design work for bulkhead structural support along certain portions of the middle part of the canal. The PRPs and CECONY are coordinating the implementation of this order. In January 2020, the EPA issued an order that requires six PRPs, including CECONY, to initiate the remedial action work in the upper reaches of the canal following the completion of the bulkhead upgrades. Cleanup in other areas of the canal is not addressed by this order. In November 2020, the PRPs began implementation of the work required under this order. In August 2024, dredging and stabilization was completed in the upper segment of the Gowanus Canal Superfund Site at a cost of approximately $260 million. In March 2024, CECONY received a notice that the U.S. Fish and Wildlife Service, the NYSDEC, and the National Oceanic and Atmospheric Administration (collectively, the Trustees) published a Draft Natural Resource Assessment Plan, indicating that the Trustees are conducting a natural resource damage assessment to determine, among other things, the appropriate amount and type of projects needed to restore, replace, or acquire the equivalent of injured natural resources at the Gowanus Canal Superfund Site. In June 2024, the EPA issued an order amending its January 2020 order and that requires six PRPs, including CECONY, to initiate remedial action work in the middle segment of the Gowanus Canal Superfund Site. The EPA estimated the cost of this work would be $369 million (although actual costs may be significantly higher) and has indicated the work would take several years to complete. In October 2024, a PRP filed a lawsuit against the other PRPs, including CECONY, with respect to the Gowanus Canal Superfund Site. The plaintiff asserts claims pursuant to the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the New York Navigation Law for cleanup costs incurred, and to be incurred, by the plaintiff at the site. The plaintiff estimated the total cleanup costs at the site to be over $1,000 million. In 2024, the EPA also estimated total cleanup costs at the site to be over $1,000 million. CECONY is unable to estimate its total exposure to liability for the Gowanus Canal Superfund Site. Newtown Creek In June 2017, CECONY received a notice of potential liability from the EPA with respect to the Newtown Creek site that was listed in 2010 on the EPA’s National Priorities List of Superfund sites. The EPA has identified at least 30 PRPs with respect to the site, including CECONY. Newtown Creek and its tributaries (collectively, Newtown Creek) form a 3.8 mile border between Brooklyn and Queens, New York. Currently, the predominant land use around Newtown Creek includes industrial, petroleum, recycling, manufacturing and distribution facilities and warehouses. Other uses include trucking, concrete manufacture, transportation infrastructure and a wastewater treatment plant. Newtown Creek is near several residential neighborhoods. Six PRPs, not including CECONY, pursuant to an administrative settlement agreement and order on consent the EPA issued to them in 2011, submitted a final remedial investigation report for the site to the EPA in 2023. The EPA indicated that sampling events have shown the sediments in Newtown Creek to be contaminated with a wide variety of hazardous substances including PCBs, metals, pesticides, polycyclic aromatic hydrocarbons and volatile organic compounds. The EPA also indicated that it has reason to believe that hazardous substances have come to be released from CECONY facilities into Newtown Creek. The current schedule anticipates completion of a feasibility study for the site during 2028 and issuance of the EPA's record of decision selecting a remedy for the site within several years thereafter. In January 2025, the EPA approved a potential early action remedy for the East Branch tributary of Newtown Creek, which the EPA estimates CON EDISON ANNUAL REPORT 2025 39
could cost approximately $250 million to implement. CECONY is unable to estimate its exposure to liability for the Newtown Creek site. Other Superfund Sites CECONY is a PRP at additional Superfund sites involving other PRPs and participates in PRP groups at those sites. The company generally is not managing the site investigation and remediation at these multiparty sites. Work at these sites is in various stages, and investigation, remediation and monitoring activities at some of these sites can be expected to continue over extended periods of time. The company believes that it is unlikely that monetary sanctions, such as penalties, will be imposed by any governmental authority with respect to these sites. The following table lists each of the additional Superfund sites for which the company anticipates it may have liability. The table also shows for each such site its location, the year in which the company was designated or alleged to be a PRP or to otherwise have responsibilities for the site (shown in the table under “Start”), the name of the court or agency in which proceedings for the site are pending and CECONY’s estimated percentage of the total liability for each site. The company currently estimates that its potential liability for investigation, remediation, monitoring and environmental damages in aggregate for the sites below, other than the sites where the percentage of total liability has not been determined, is less than $2 million. Superfund liability is joint and several. The company’s estimate of its liability for each site was determined pursuant to consent decrees, settlement agreements or otherwise and in light of the financial condition of other PRPs. The company’s actual liability could differ substantially from amounts estimated. Site Location Start Court or Agency % of Total Liability Cortese Landfill Narrowsburg, NY 1987 EPA 6.0% Curcio Scrap Metal Saddle Brook, NJ 1987 EPA 100.0% Metal Bank of America Philadelphia, PA 1987 EPA 1.0% Global Landfill Old Bridge, NJ 1988 EPA 0.4% Borne Chemical Elizabeth, NJ 1997 NJDEP 0.7% Pure Earth Vineland, NJ 2018 EPA to be determined Berry's Creek Site (formerly referred to as Scientific Chemical Processing) Carlstadt, NJ 2023 EPA to be determined Other Environmental Matters In December 2024, New York State enacted the Climate Change Superfund Act (Act), which requires, among other things, "responsible parties" to pay $75 billion over twenty-five years into a fund based on GHG emissions to finance infrastructure projects needed to address the impacts from climate change. Responsible parties are defined as entities engaged in the trade or business of extracting fossil fuel or refining crude oil and were responsible for more than one billion metric tons of GHG emissions from 2000 to 2018. Although the Utilities are not a responsible party under this definition, they may be subject to other requirements under the Act. Under the Act, as amended in 2025, the NYSDEC is required to promulgate regulations implementing the Act by June 2027. In February 2025, a group of states brought a lawsuit in the U.S. District Court for the Northern District of New York, Albany Division, challenging the Act as unconstitutional. As a result, the Companies are unable to predict the potential impact, if any, that the Act may have on them. In July 2021, a CECONY feeder failure led to the discharge of thousands of gallons of dielectric fluid from a street manhole in New Rochelle, New York. Dielectric fluid reached nearby streets, properties and the New Rochelle Harbor. CECONY, the U.S. Coast Guard, the NYSDEC and other agencies responded to the incident. CECONY stopped the feeder leak on the same day the discharge occurred and has completed the spill recovery and associated cleanup operations. As a result of the discharge, CECONY received third-party damage claims. The costs associated with this matter are not expected to have a material adverse effect on CECONY’s financial condition, results of operations and liquidity. In connection with the incident, CECONY may incur monetary sanctions of more than $0.3 million for violations of certain provisions regulating the discharge of materials into, and for the protection of, the environment. O&R Superfund The sites at which O&R has been asserted to have liability under Superfund include its manufactured gas sites and the Superfund sites discussed below. There may be additional sites as to which assertions will be made that O&R has liability. For a further discussion of claims and possible claims against O&R under Superfund, see Note G to the financial statements in Item 8. 40 CON EDISON ANNUAL REPORT 2025
O&R and its predecessors formerly owned and operated manufactured gas plants at seven sites (O&R MGP Sites) in Orange County and Rockland County, New York. Three of these sites are now owned by parties other than O&R, and have been redeveloped by them for residential, commercial or industrial uses. The NYSDEC is requiring O&R to develop and implement remediation programs for the O&R MGP Sites including any neighboring areas to which contamination may have migrated. O&R has completed remedial investigations and has received the NYSDEC’s decision regarding the remedial work to be performed at all seven of its MGP sites. Of the seven sites, O&R has completed remediation at four sites. Remedial construction was conducted on a portion of one of the remaining sites in 2019 and remedial design is ongoing for the other remaining sites. The company estimates that its undiscounted potential liability for the completion of the site investigation and cleanup of the known contamination on MGP sites could range from $98 million to $160 million. Superfund Sites O&R is a PRP at Superfund sites involving other PRPs and participates in PRP groups at those sites. The company is not managing the site investigation and remediation at these multiparty Superfund sites. Work at these sites is in various stages, and investigation, remediation and monitoring activities at some of these sites is expected to continue over extended periods of time. The company believes that it is unlikely that monetary sanctions, such as penalties, will be imposed by any governmental authority with respect to these sites. The following table lists each of the Superfund sites for which the company anticipates it may have liability. The table also shows for each such site its location, the year in which the company was designated or alleged to be a PRP or to otherwise have responsibilities for the site (shown in the table under “Start”), the name of the court or agency in which proceedings for the site are pending and O&R’s estimated percentage of the total liability for each site. The company currently estimates that its potential liability for investigation, remediation, monitoring and environmental damages in aggregate for the sites below is less than $1 million. Superfund liability is joint and several. The company’s estimate of its liability for each site was determined pursuant to consent decrees, settlement agreements or otherwise and in light of the financial condition of other PRPs. The company’s actual liability could differ substantially from amounts estimated. Site Location Start Court or Agency % of Total Liability Metal Bank of America Philadelphia, PA 1993 EPA 4.6% Borne Chemical Elizabeth, NJ 1997 NJDEP 2.3% Ellis Road Jacksonville, FL 2011 EPA 0.2% Other Federal, State and Local Environmental Provisions Toxic Substances Control Act Virtually all electric utilities, including CECONY and O&R, own equipment that may contain PCBs. PCBs are regulated under the Federal Toxic Substances Control Act of 1976. The Utilities have procedures in place to manage and dispose of oil and equipment containing PCBs properly when they are removed from service. Water Quality Under NYSDEC regulations, the operation of CECONY’s generating facilities requires permits for water discharges and water withdrawals. Conditions to the renewal of such permits may include limitations on the operations of the permitted facility or requirements to install certain equipment, the cost of which could be substantial. For information about the company’s generating facilities, see “CECONY – Electric Operations – Electric Facilities” and “Steam Operations – Steam Facilities” above in this Item 1. Certain governmental authorities are investigating contamination in the Hudson River and the New York Harbor. These waters run through portions of CECONY’s service area. Governmental authorities could require entities that released hazardous substances that contaminated these waters to bear the cost of investigation and remediation, which could be substantial. Air Quality Under the Clean Air Act and New York State law, certain of CECONY’s facilities qualify as major facilities that are required to obtain Clean Air Act Title V operating permits. Consistent with the governing regulations, CECONY applies to renew these permits prior to their expiration and seeks to modify them when needed. CON EDISON ANNUAL REPORT 2025 41 Manufactured Gas Sites
Under Clean Air Act New Source Review (NSR) regulations, an owner of a major facility, including CECONY’s steam and steam-electric generating facilities and certain other CECONY facilities, is required to obtain a permit before making certain modifications to the facility, other than routine maintenance, repair, or replacement, that cause the increase of emissions of pollutants from the facility above specified thresholds. To obtain a permit, the facility owner could be required to install additional pollution controls or otherwise limit emissions from the facility. The company reviews on an on-going basis its planned modifications to its facilities to determine the potential applicability of NSR and similar regulations. The EPA's Transport Rule (also referred to as the Cross-State Air Pollution Rule), which was first implemented in January 2015, established a new cap-and-trade program requiring further reductions in air emissions than the Clean Air Intrastate Rule (CAIR) that it replaced. Under the Transport Rule, utilities are to be allocated emissions allowances and may sell the allowances or buy additional allowances. CECONY requested and received NYSPSC approval to change the provisions under which the company recovers its purchased power costs to provide for costs incurred to purchase emissions allowances and revenues received from the sale of allowances. In 2021, the EPA finalized changes to the Transport Rule in response to a court decision. In 2023, the EPA finalized an updated version of the Transport Rule (known as the Good Neighbor Rule) that includes a more recent federal ozone standard than the Transport Rule initially implemented. The Good Neighbor Rule was the subject of litigation in multiple courts and, in June 2024, the U.S. Supreme Court granted a request to stay the Good Neighbor Rule while judicial review over its merits was ongoing in the D.C. Circuit. While the Good Neighbor Rule is stayed, the EPA is allocating allowances based on the 2021 Transport Rule, with certain modifications. The revised Transport Rule reduced the number of allowances allocated to CECONY and required the company to purchase allowances to offset the decreased allocation. CECONY expects to comply with the Transport Rule in 2025 and 2026. The EPA has announced its intention to reconsider the Good Neighbor Rule, but has not yet indicated which requirements may be revised. The NYSDEC issued regulations in 2019 that limit emissions of nitrous oxides (NOx) during the ozone season from May through September and affect older peaking units that are generally located downstate and needed during periods of high electric demand or for local reliability purposes. See “CECONY – Electric Operations – Electric Supply,” above. Environmental Matters For information concerning climate change, environmental sustainability, potential liabilities arising from laws and regulations protecting the environment and other environmental matters, see “Environmental Matters” in Item 1, "Air Quality," above and Note G to the financial statements in Item 8. State Anti-Takeover Law New York State law provides that a “domestic corporation,” such as Con Edison, may not consummate a merger, consolidation or similar transaction with the beneficial owner of a 20 percent or greater voting stock interest in the corporation, or with an affiliate of the owner, for five years after the acquisition of the voting stock interest, unless the transaction or the acquisition of the voting stock interest was approved by the corporation’s board of directors prior to the acquisition of the voting stock interest. After the expiration of the five-year period, the transaction may be consummated only pursuant to a stringent “fair price” formula or with the approval of a majority of the disinterested stockholders. Human Capital Con Edison is committed to attracting, developing and retaining a talented and highly skilled workforce, recognizing that different backgrounds, experiences and leadership styles offer many advantages to the business. The company values and supports a wide range of employee needs and interests, and its skilled and experienced workforce enables the company to maintain best-in-class reliability and progress towards achieving a clean energy future. Human capital measures focus on employee safety, as well as inclusive practices that provide equal employment opportunity in hiring, development, promotion and retention. On December 31, 2025, Con Edison and its subsidiaries had 15,407 employees, based entirely in the United States including 14,166 at CECONY; 1,232 at O&R and 9 at Con Edison Transmission. Of the total CECONY and O&R employees, 7,942 and 599 employees, respectively, were covered by a collective bargaining agreement. The collective bargaining agreement covering most of the CECONY employees expires in June 2028. Agreements covering other CECONY employees and O&R employees expire in June 2029 and May 2026, respectively. Con Edison measures the voluntary attrition rate of its employees in assessing the company’s overall human capital. The company's turnover rate in 2025 was approximately 5.4 percent, 36 percent of which is attributed to retirements. The average length of service of our active employees is 13.0 years. 42 CON EDISON ANNUAL REPORT 2025
In managing the business, the company emphasizes a strong safety culture. Continuous focus on safety while performing work is paramount, and leaders and managers are committed to implementing programs and practices that promote the right knowledge, skills, and attitudes to undertake the responsibilities of safety, including required training for both field and office employees. To that end, the company has a dedicated facility, the Learning Center, that offers classes to employees covering technical courses, skills enhancement, safety and leadership development. During 2025, employees spent over 670,000 hours in instructor-led, leadership and skill-based training. Further, the company maintains a career development and succession planning program that is committed to helping employees grow their careers, talents, skills and abilities. In addition to their daily job functions, employees of the Utilities are assigned to and trained for a position for emergency response that can be mobilized to support a weather event or emergency. Although working remotely for certain positions has been made possible by digital software and smart device capabilities that enable employees to collaborate with each other and remain productive, the entire CECONY and O&R workforce is available in the event of an emergency that requires on-site presence. Available Information For the sources of information about the Companies, see “Available Information” in the “Introduction” appearing before this Item 1. Item 1A: Risk Factors Information in any item of this report as to which reference is made in this Item 1A is incorporated by reference herein. The use of such terms as “see” or “refer to” shall be deemed to incorporate at the place such term is used the information to which such reference is made. The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition. The Companies have established an enterprise risk management program to identify, assess, manage and monitor its major business risks based on established criteria for the severity of an event, the likelihood of its occurrence, and the programs in place to control the event or reduce its impact. The Companies’ major risks include: Regulatory/Compliance Risks: The Companies Are Extensively Regulated And May Be Subject To Substantial Penalties. The Companies’ operations require numerous permits, approvals and certificates from various federal, state and local governmental agencies. State utility regulators may seek to impose substantial penalties on the Utilities for violations of state utility laws, regulations or orders or limit the Utilities from recovering costs incurred above amounts set forth in their rate plans. See “Other Regulatory Matters” in Note B to the financial statements in Item 8. The Utilities are also subject to recurring, independent, third-party audits with respect to these regulations and standards. In February 2025, the NYSPSC issued an order directing the NYSDPS to conduct a state-wide audit on the design of utilities' non- executive incentive compensation programs. In addition, the Utilities' rate plans usually include negative revenue adjustments for failing to meet certain operating and customer satisfaction standards. The FERC has the authority to impose penalties on the Utilities and the projects that Con Edison Transmission invests in, which could be substantial, for violations of the Federal Power Act, the Natural Gas Act or related rules, including reliability and cybersecurity rules. Environmental agencies may seek penalties for failure to comply with laws, regulations or permits. The Companies may also be subject to penalties from other regulatory agencies. The Companies may be subject to new laws, regulations or other requirements or the revision or reinterpretation of such laws, regulations or requirements, which could adversely affect them. See “Utility Regulation," "Competition" and “Environmental Matters – Climate Change" and "Environmental Matters - Other Federal, State and Local Environmental Provisions” in Item 1, “Critical Accounting Estimates” in Item 7 and “Other Regulatory Matters” in Note B to the financial statements in Item 8. The Utilities’ Rate Plans May Not Provide A Reasonable Return. The Utilities have rate plans approved by state utility regulators that limit the rates they can charge their customers. The rates are generally designed for, but do not guarantee, the recovery of the Utilities’ cost of providing service (including a return on equity). See “Utility Regulation – State Utility Regulation – Rate Plans” in Item 1 and “Rate Plans” in Note B to the financial statements in Item 8. Rates usually may not be changed during the specified terms of the rate plans other than to recover energy costs and limited other exceptions. The Utilities’ actual costs may exceed levels provided for such costs in the rate plans. State utility regulators can initiate proceedings to prohibit the Utilities from recovering from their customers the cost of service (including energy costs and storm restoration costs) that the regulators determine to have been imprudently incurred. The Utilities have from time to time entered into settlement agreements to resolve various prudence proceedings. CON EDISON ANNUAL REPORT 2025 43
The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans. The Utilities’ rate plans typically require action by regulators at their expiration dates, which may include approval of new plans with different provisions. The need to recover from customers increasing commodity or other costs, taxes or state-mandated assessments or surcharges could adversely affect the Utilities’ opportunity to obtain new rate plans that provide a reasonable rate of return and continue important provisions of current rate plans, while maintaining affordability of services for the Utilities' customers. The Utilities’ current rate plans generally include reconciliation of write-offs of customer accounts receivable balances for specified periods to amounts reflected in rates, with recovery/refund from or to customers via surcharge/sur-credit. Although these regulatory mechanisms are currently in place, the Utilities’ ability to effectively manage their customer accounts receivable balances, and obtain recovery in rates for their respective carrying costs and any related write-offs could have a material impact on the Companies’ businesses. In addition, a continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances” in Item 7. The Utilities’ New York electric and gas rate plans also include revenue decoupling mechanisms, CECONY’s steam rate plan includes a weather normalization adjustment and the Utilities' New York electric, gas and steam rate plans include provisions for the recovery of energy costs and reconciliation of the actual amount of pension and other postretirement, environmental and certain other costs to amounts reflected in rates. Also, accounting credits for pension and other postretirement benefit plans could lead to a reduction in cash received from the Utilities’ revenue requirement. See “Rate Plans” in Note B to the financial statements in Item 8. Operations Risks: The Failure Of, Or Damage To, The Companies’ Facilities Could Adversely Affect The Companies. The Utilities provide electricity, gas and steam services using energy facilities, many of which are located either in, or close to, densely populated public places. See the description of the Utilities’ facilities in Item 1. A failure of, or damage to, these facilities, or an error in the operation or maintenance of these facilities, could result in bodily injury or death, property damage, the release of hazardous substances or extended service interruptions. Natural disasters or impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall, hurricane-strength winds and extreme heat or cold could impact or damage facilities or result in large-scale outages and the Utilities may experience more severe consequences by continuing or resuming operations during and after such events. The Utilities’ response to such events may be perceived to be below customer expectations. The Utilities' successful implementation of their maintenance programs reduces, but does not fully protect against, damage to their facilities for which they will be held responsible and which may hinder their restoration efforts. The Utilities could be required to pay substantial amounts that may not be covered by the Utilities’ insurance policies to repair or replace their facilities, compensate others for injury or death or other damage and settle any proceedings initiated by state utility regulators or other regulatory agencies. The occurrence of such events could also adversely affect the cost and availability of insurance. Changes to laws, regulations or judicial doctrines could further expand the Utilities’ liability for service interruptions. See “Utility Regulation – State Utility Regulation” and "Environmental Matters – Climate Change" in Item 1. A Cyber Attack Could Adversely Affect The Companies. The Companies and other operators of critical energy infrastructure and energy market participants face a heightened risk of cyber attack and the Companies’ businesses require the continued operation of information systems and network infrastructure. See Item 1 for a description of the businesses of the Utilities and Con Edison Transmission. Cyber attacks may include hacking, viruses, malware, denial of service attacks, ransomware, exploited vulnerabilities or other security incidents, including loss of data and communications and business disruption. Cyber threats in general, and in particular, to critical infrastructure, are increasing in sophistication, magnitude and frequency and the techniques used in cyber attacks change rapidly, including from emerging technologies, such as artificial intelligence (AI), and from nation-state and state-sponsored adversaries as well as criminal actors. Such adversaries have attacked and threatened to attack energy infrastructure and deploy significant resources and employ sophisticated methods to plan and carry out attacks. Risk of these attacks may escalate during periods of heightened geopolitical tensions. Interconnectivity with customers, independent system operators, energy traders and other energy market participants, suppliers, contractors and others also exposes the Companies’ information and operational systems and network infrastructure to an increased risk of cyber incidents, including attacks. Such interconnectivity increases the risk that a cyber incident or attack on the Companies could affect others and that a cyber incident or attack on others could affect the Companies. In the event of a significant cyber incident or attack, the Companies could have their operations and the operations of their customers and others materially disrupted. The Companies could also have their financial and other information systems and network infrastructure impaired or damaged; customer and employee information stolen; experience substantial loss of revenues; incur substantial response costs and other financial losses; be subject to increased regulation, litigation and penalties; and damage to their reputation. The Companies have experienced cyber incidents and attacks in the past (such as threat actors exploiting a vulnerability in the Companies’ information technology system, malicious attempts to disrupt traffic to their websites and attacks against third-party vendors used by the Companies) and expect to experience them in the future. Although none of these incidents has had a material impact on the Companies, the scope and impact of any future incident cannot be predicted. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected. 44 CON EDISON ANNUAL REPORT 2025
AI is an emerging area of technology that has the potential to impact various aspects of the Companies’ business operations and customer interactions. Generative AI technologies are still in their early stages of development and deployment. Ineffective or inadequate AI development or deployment practices by the Companies or third-party vendors could result in unintended consequences. While the Companies seek contractual protections with third-party vendors regarding the use of AI technology, the Companies may not have full awareness of, or control or visibility over, the quality, performance, security or compliance of the products and services that incorporate AI-related technology used by such vendors. AI algorithms that the Companies or their third-party vendors use may be flawed or may be based on datasets that are biased or insufficient. These limitations or failures, or inaccurate results generated as a result of the Companies’ employees’, contractors’ or vendors’ use or misuse of AI technologies could lead to operational interruptions or otherwise adversely affect the Companies’ businesses, reputation or financial results. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase the Companies’ costs. In addition, the rapidly evolving nature of AI technologies may cause new laws and regulations to be enacted which could dramatically affect business practices, including the costs to comply with such new laws and regulations. The future development of AI technologies and the nature of any related new laws and regulations, and their costs and consequences, cannot be reasonably predicted at this time. The Failure of Processes and Systems, the Failure to Retain and Attract Employees and Contractors, and Their Negative Performance Could Adversely Affect The Companies. The Companies have developed business processes and use information and communication systems and enterprise platforms for operations, customer service, legal compliance, personnel, accounting, planning and other matters. Many services, including certain information technology services and certain work on the Utilities’ electric and gas systems and CECONY’s steam system, are provided to the Companies by third-party contractors. The failure of the Companies’ or its contractors' business processes or information and communication systems or the failure by the Companies’ employees or contractors to follow procedures, their unsafe actions, errors or intentional misconduct, cyber incidents or attacks, or work stoppages could adversely affect the Companies’ operations and liquidity and could result in substantial liability, higher costs, increased regulatory requirements and substantial penalties. The violation of laws or regulations by employees or contractors for personal gain may result from contract and procurement fraud, extortion, bribe acceptance, fraudulent related-party transactions and serious breaches of corporate policy or standards of business conduct. Competition for employee and contractor talent may result in operating challenges and increased costs to attract and retain talent. If the Companies are unable to successfully attract and retain an appropriately qualified workforce, their results of operations, financial position and cash flows could be negatively affected. See “Human Capital” in Item 1. Environmental Risks: The Companies Are Exposed To Risks From The Environmental Consequences Of Their Operations, Including Increased Costs Related To Climate Change. The Companies are exposed to risks relating to climate change and related matters. In 2023, CECONY and O&R each completed a climate change vulnerability study that evaluated their respective future climate change adaptation strategies and each developed a climate change resilience plan to address projected physical climate risks and outline proposed resilience investments. See “Environmental Matters – Climate Change” in Item 1. CECONY may also be impacted by environmental regulations regarding emissions reductions such as New York’s CLCPA and New York City’s Climate Mobilization Act and compliance with such regulations is expected to require significant capital expenditures. In addition, the Companies are unable to predict changes in regulations, regulatory guidance, legal interpretations, policy positions and implementation actions (including executive orders, memoranda and proclamations from the federal administration) relating to climate change that may result from the change in presidential administrations. The Utilities are also responsible for hazardous substances, such as oil, asbestos, PCBs and coal tar, that have been used or produced in the course of the Utilities’ operations and are present on properties or in facilities and equipment currently or previously owned by them. The Companies could be adversely affected if a causal relationship between electric and magnetic fields and adverse health effects were to be established. The Companies may also be adversely affected by developments to legal or public policy doctrines regarding cable that contains lead. See “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8. Financial and Market Risks: Con Edison’s Ability To Pay Dividends Or Interest Depends On Dividends From Its Subsidiaries. Con Edison’s ability to pay dividends on its common shares or interest on its external borrowings depends primarily on the dividends and other distributions it receives from its subsidiaries. The dividends that the Utilities may pay to Con Edison are limited by the NYSPSC to not more than 100 percent of their respective income available for dividends calculated on a two-year rolling average basis, with certain exceptions. See “Dividends” in Note C and Note U to the financial statements in Item 8. Changes To Tax Laws Could Adversely Affect the Companies. Changes to tax laws, regulations or interpretations thereof could have a material adverse impact on the Companies. Depending on the extent of these CON EDISON ANNUAL REPORT 2025 45
changes, the changes could also adversely impact the Companies’ credit ratings and liquidity. See “Capital Requirements and Resources – Capital Resources” in Item 1, “Liquidity and Capital Resources – Cash Flows from Operating Activities” in Item 7, "Rate Plans" and "Other Regulatory Matters" in Note B and Note L to the financial statements in Item 8. The Companies Require Access To Capital Markets To Satisfy Funding Requirements. The Utilities estimate that their capital expenditures will exceed $37,100 million over the next five years. The Utilities use internally- generated funds, equity contributions from Con Edison, if any, and external borrowings to fund capital expenditures. Con Edison expects to finance its capital requirements primarily through internally generated funds, the sale of its common shares or external borrowings. Changes in financial market conditions or in the Companies’ credit ratings could adversely affect their ability to raise new capital and the cost thereof. See “Capital Requirements and Resources” in Item 1. A Disruption In The Wholesale Energy Markets, Increased Commodity Costs Or Failure By An Energy Supplier or Customer Could Adversely Affect The Companies. Almost all the electricity and gas the Utilities sell to their full-service customers is purchased through the wholesale energy markets or pursuant to contracts with energy suppliers. See the description of the Utilities’ energy supply in Item 1. A disruption in the wholesale energy markets or a failure on the part of the Utilities’ energy suppliers or operators of energy delivery systems that connect to the Utilities’ energy facilities could adversely affect their ability to meet their customers’ energy needs and adversely affect the Companies. The Utilities' ability to gain access to additional energy supplies, if needed, depends on effective markets and siting approvals for developer projects, which the Utilities do not control. Extreme cold weather has negatively impacted, and may in the future negatively impact, energy infrastructure in the northeastern United States, including the interstate natural gas system. During such extreme cold weather, the Utilities could face supply interruptions or operating issues (e.g., compressor failures, low pressures) on the interstate natural gas pipelines that they rely upon to deliver gas to their customers. Such disruptions to the interstate natural gas system could, in turn, result in unprecedented large-scale gas outages within the Utilities’ service territories. In the event of a large-scale outage, the Utilities could be required to pay substantial amounts to restore service, compensate others for injury or death or other damages and settle any proceedings initiated by regulatory agencies. Although the Utilities’ rate plans provide for recovery of purchased power costs, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances. See "Aged Accounts Receivable Balances" and “Financial and Commodity Market Risks – Commodity Price Risk” in Item 7. Other Risks: The Companies Face Risks Related To Health Epidemics And Other Outbreaks. Pandemic illness could disrupt the Utilities' employees and contractors from providing essential utility services and adversely impact the Companies' liquidity, financial condition and results of operations. See “Aged Accounts Receivable Balances” in Item 7. The Companies’ Strategies May Not Be Effective To Address Changes In The External Business Environment. The failure to identify, plan and execute strategies to address changes in the external business environment could have a material adverse impact on the Companies. Con Edison seeks to provide shareholder value through continued dividend growth, supported by earnings growth in regulated utilities and electric transmission projects. Changes to the competitive landscape, public policy, laws or regulations (or interpretations thereof), customer behavior or technology could significantly impact the value of the Utilities’ energy delivery facilities and Con Edison Transmission's investment in electric transmission projects. Such changes could also affect the Companies’ opportunities to make additional investments in such assets and the potential return on the investments. The Utilities' gas delivery customers and CECONY's steam delivery customers have alternatives, such as electricity and oil. Distributed energy resources, and demand reduction and energy efficiency investments, provide ways for the energy consumers within the Utilities’ service areas to manage their energy usage. The Companies expect distributed energy resources and electric alternatives to gas and steam to increase, and for gas and steam usage to decrease, as the CLCPA and the Climate Mobilization Act continue to be implemented. See "Con Edison Transmission," "Environmental Matters - Clean Energy Future" and "Environmental Matters - Climate Change," “Competition” and "CECONY - Gas Peak Demand" in Item 1. The Companies Face Risks Related To Supply Chain Disruptions, Inflation and the Imposition of Tariffs (or Subsequent Changes to the Tariffs once Announced or Implemented). The Companies have been impacted, and expect to continue to be impacted by, global and U.S. supply chain disruptions and shortages of materials, equipment, labor and other resources that are critical to the Companies’ business operations, primarily the Utilities’ electric transmission and distribution operations. Such disruptions and shortages have resulted in increased prices and lead times for critical orders of materials and equipment needed by the Companies in their operations, such as certain raw materials, microprocessors, semiconductors, microchips, vehicles and transformers. Long lead times for replacement parts could restrict the availability and delay the construction, maintenance or repair of items that are 46 CON EDISON ANNUAL REPORT 2025
needed to support the Utilities' normal operations and may result in prolonged customer outages, which could in turn lead to unrecovered costs for such service interruptions. Demand for electric equipment is increasing due to the anticipated demand growth, in part driven by data centers, efforts to meet clean energy goals and in order to prepare for more frequent extreme weather events at a time when manufacturing capacity and supply are decreasing. Geopolitical conflicts have also caused supply chain disruptions and shortages. Prices of materials, equipment, transportation and other resources have increased as a result of these supply chain disruptions and shortages and may continue to increase as a result of inflation and the imposition of tariffs (or subsequent changes to the tariffs once announced or implemented). Increases in inflation and the imposition of tariffs may raise the Companies’ costs in excess of the costs reflected in the Utilities’ rate plans and could also increase the amount of capital that needs to be raised by the Companies. The Companies Also Face Other Risks That Are Beyond Their Control. The Companies’ results of operations can be affected by circumstances or events that are beyond their control. Weather and energy efficiency efforts directly influence the demand for electricity, gas and steam service, and can affect the price of energy commodities. Terrorist or other physical attacks or acts of war could damage the Companies' facilities. Economic conditions can affect customers’ demand and ability to pay for service, which could adversely affect the Companies. See "Energy Affordability" in Item 7. Item 1B: Unresolved Staff Comments Con Edison Con Edison has no unresolved comments from the SEC staff. CECONY CECONY has no unresolved comments from the SEC staff. Item 1C: Cybersecurity Cybersecurity Risk Management The Companies have identified cybersecurity as a key enterprise risk. As operators of critical energy infrastructure, the Companies require the continuous operation and availability of information systems and network infrastructure while protecting confidentiality and integrity of the data. Cybersecurity threats are assessed, identified and managed through the Companies' Cybersecurity Program, which is an integral part of the Companies’ corporate-wide Enterprise Risk Management (ERM) program. The ERM program establishes processes to identify emerging issues; monitor, assess and mitigate known risks; align risk exposure to organizational priorities; and inform business decisions and resource allocation. The Cybersecurity program is aligned with, and audited against, the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the International Organization for Standardization (ISO) 27001/27002. In accordance with the Companies’ ERM program, management has established a multidisciplinary cybersecurity team including personnel from the technology, operations, legal, compliance, and risk management departments that identifies, assesses and remediates cybersecurity risks. The Companies employ several processes to manage their cybersecurity risks, including, but not limited to, the following: • Incident Detection and Prevention: The Companies deploy safeguards designed to protect their operational and information systems, the personal information of their customers and employees and other critical information from cybersecurity threats. These safeguards include, among other things, intrusion prevention and detection systems, anti-malware functionality and ongoing vulnerability assessments, and a dedicated 24/7/365 Cybersecurity Operations Center that monitors the Companies’ assets and networks. • Review and Assessment: The Companies assess the severity, likelihood and controllability of cybersecurity threats and consider risk outlook, recent external and internal cybersecurity events and audit findings to assess their overall cybersecurity risk management process. The Companies then use the findings from these assessments to inform cybersecurity risk mitigation activities, including long-term strategic and short- term tactical efforts, and capital allocation decisions. • Independent Advisors; Regulatory Audits: The Companies engage consultants to assess, identify and manage material risks from cybersecurity threats on a regular basis. The consultants are engaged to, among other things, assess the process by which cybersecurity threats are identified; provide incident response and forensic services; review and analyze cybersecurity controls and infrastructure; provide threat emulation services, perform external penetration testing periodically; and assess the maturity of the Companies’ Cybersecurity Program against the NIST CSF and assess alignment with ISO 27001/27002. Specific portions of the Companies’ cybersecurity policies, processes, and standards are audited by the CON EDISON ANNUAL REPORT 2025 47
FERC, North American Electric Reliability Corporation, TSA, Cybersecurity and Infrastructure Security Agency, NYSPSC, and United States Coast Guard on a regular basis, with at least one regulatory agency conducting an audit periodically. • Third-Party Risk Assessments: The Companies’ vendors and suppliers participate in a third-party risk assessment to periodically validate such party’s profile across multiple risk domains. A cybersecurity risk assessment is performed by the Companies’ Information Technology department to assess the controls of high-risk third parties that, among other things, possess the Companies’ sensitive information and the personal information of their customers and employees. In addition, the Companies typically impose contractual obligations on their vendors and suppliers related to privacy, confidentiality, and data security based on their access to the Companies’ data, operational and information technology systems and sensitive information and the personal information of their customers and employees. The Companies also maintain insurance for cybersecurity incidents, with scope and limits evaluated annually. • Disclosure Controls and Procedures: Management has developed protocols and procedures to share information regarding cybersecurity incidents with the Chief Information Security Officer, Chief Privacy Officer, the Companies’ Disclosure Committee and the Law Department to enable assessments related to disclosure and reporting obligations in compliance with federal and state cybersecurity and data privacy regulations. • Incident Response: The Companies have established and maintain incident response plans aligned with NIST Special Publication 800-61r3 that set forth procedures for their response to cybersecurity incidents and data breaches and test and evaluate such plans on an ongoing basis. • Training and Compliance: The Companies train employees regularly on potential cybersecurity threats; monitor network and computing systems; collaborate with government and industry partners on threat mitigation; collaborate with local, state and federal agencies and utility industry colleagues to identify and employ tools that seek to protect the Companies’ operational and information systems and the personal information of their customers and employees from cybersecurity threats; and regularly conduct and participate in exercises to test and further develop prevention and responses to potential cyber and physical threats, both internally and through sector-level and cross-sector exercises led by industry or the U.S. government. The Companies have experienced cybersecurity incidents and attacks in the past and expect to experience them in the future. The Companies have not experienced any cybersecurity incidents in the last three years that have materially affected the business strategy, results of operations, or financial condition of the Companies. Although the Companies have established processes to assess, identify and manage cybersecurity risks, such processes do not provide absolute assurance against a cybersecurity attack that could materially impact the Companies. In the event of a significant cybersecurity incident or attack, the Companies’ business strategy, results of operations or financial condition could be materially affected. Such an incident could materially disrupt the Companies’ or their customers’ operations, cause damage to the Companies’ properties, financial and other information systems and network infrastructure and could result in the theft of the Companies’, their employees’ or customers’ information. See “A Cyber Attack Could Adversely Affect the Companies” in Item 1A. Role of Management in Cybersecurity Risk Management The Companies have implemented a “defense-in-depth” approach to governing, preventing, detecting, identifying, mitigating, responding to, and recovering from, cybersecurity threats and incidents, by establishing a cross- functional cybersecurity team that manages the Companies’ cybersecurity risk. The cybersecurity team is led by the Vice President and Chief Information Security Officer, a technology leader with over 15 years of experience in information technology and cybersecurity. The cybersecurity team reports to a multidisciplinary team of executives and senior officers including personnel from the technology and operations departments who are responsible for the review and approval of changes in cybersecurity risk assessment and have oversight of risk mitigation and monitoring strategies. The executive and senior officer team is led by the Senior Vice President and Chief Information Officer, a senior global technology and operations leader with over 30 years of experience in the technology field and who is responsible for the Companies’ information technology and corporate security departments. The cybersecurity team’s processes to protect the personal information of the Companies’ customers and employees are supported by a privacy compliance team. The privacy compliance team is led by the Chief Privacy Officer, a professional with over 18 years of experience in data privacy risk and compliance and who is a Certified Information Privacy Professional and a Certified Information Privacy Manager and is designated as a Fellow in Privacy. The Chief Privacy Officer reports to the Vice President and Chief Ethics and Compliance Officer, an attorney and executive who has over 25 years of experience in the legal, ethics, and compliance fields and is responsible for the company’s ethics and compliance program and department, including data privacy compliance. 48 CON EDISON ANNUAL REPORT 2025
The Chief Ethics and Compliance Officer reports to the Senior Vice President and General Counsel, the Companies’ lead attorney and a senior executive with over 20 years of risk management, corporate governance and team leadership experience. Role of Board of Directors and Board of Trustees in Cybersecurity Risk Management Con Edison’s Board of Directors and CECONY’s Board of Trustees (collectively, the Board) and their respective Audit Committees oversee the management of risks from cybersecurity threats, including the policies, processes and practices that management implements to address risks from cybersecurity threats. There is a process in place for the Board and the Audit Committee to receive quarterly updates and information from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer, regarding significant and potentially significant cybersecurity incidents and a range of cybersecurity metrics. The Board receives an annual presentation and report on cybersecurity risks from the Senior Vice President and Chief Information Officer and the Vice President and Chief Information Security Officer that addresses various topics, such as recent developments, vulnerability assessments and third-party and independent reviews. The Audit Committee also meets annually with the Senior Vice President and Chief Information Officer in executive session, without management present. At each regular Board meeting, the Board receives a cybersecurity risk update and reviews a cybersecurity dashboard prepared by the Senior Vice President and Chief Information Officer that includes updates on a range of cybersecurity metrics and topics and, on a quarterly basis, the Board receives in-depth presentations on cybersecurity topics. The Audit Committee oversees the ERM program and reviews more in-depth cybersecurity matters and risks on a semi-annual basis. Item 2: Properties Con Edison Con Edison has no significant properties other than those of the Utilities. For information about the capitalized cost of the Companies’ utility plant, net of accumulated depreciation, see “Plant and Depreciation” in Note A to the financial statements in Item 8 (which information is incorporated herein by reference). CECONY For a discussion of CECONY’s electric, gas and steam facilities, see “CECONY – Electric Operations – Electric Facilities,” “CECONY – Gas Operations – Gas Facilities” and “CECONY – Steam Operations – Steam Facilities” in Item 1 (which information is incorporated herein by reference). O&R For a discussion of O&R’s electric and gas facilities, see “O&R – Electric Operations – Electric Facilities” and “O&R – Gas Operations – Gas Facilities” in Item 1 (which information is incorporated herein by reference). Con Edison Transmission Con Edison Transmission has no properties. Con Edison Transmission has ownership interests in electric and gas transmission companies. For information about these companies, see "Con Edison Transmission" in Item 1 (which information is incorporated herein by reference). Item 3: Legal Proceedings For information about certain legal proceedings affecting the Companies, see “Other Regulatory Matters” in Note B and “Superfund Sites” and “Asbestos Proceedings” in Note G and "Manhattan Explosion and Fire" in Note H to the financial statements in Item 8 and “Environmental Matters – CECONY” and “Environmental Matters – O&R” in Item 1 of this report, which information is incorporated herein by reference. Item 4: Mine Safety Disclosures Not applicable. CON EDISON ANNUAL REPORT 2025 49
Information about our Executive Officers The following table sets forth certain information about the executive officers of Con Edison as of February 19, 2026. The term of office of each officer, is until the next election of directors (trustees) of their company and until his or her successor is chosen and qualifies. Officers are subject to removal at any time by the board of directors (trustees) of their company. Name Age Offices and Positions During Past Five Years Timothy P. Cawley 61 1/22 to present - Chairman of the Board, President and Chief Executive Officer and Director of Con Edison, Chairman of the Board, Chief Executive Officer and Trustee of CECONY 12/20 to 12/21 – President and Chief Executive Officer and Director of Con Edison and Chief Executive Officer and Trustee of CECONY 1/18 to 12/20 – President of CECONY Kirkland Andrews 58 7/24 to present – Senior Vice President and Chief Financial Officer of Con Edison and CECONY 2/21 to 6/24 – Executive Vice President and Chief Financial Officer of Evergy Inc 9/11 to 1/21 – Executive Vice President and Chief Financial Officer of NRG Energy, Inc. Matthew Ketschke 54 1/21 to present – President of CECONY 11/17 to 12/20 – Senior Vice President – Customer Energy Solutions Michele O'Connell 50 4/24 to present – President and Chief Executive Officer of O&R Robert Sanchez 60 4/24 to present – President, Shared Services of CECONY 12/17 to 4/24 – President and Chief Executive Officer of O&R Stuart Nachmias 61 1/20 to present – President and Chief Executive Officer of Con Edison Transmission Deneen L. Donnley 61 1/20 to present – Senior Vice President and General Counsel of Con Edison and CECONY Jennifer Hensley 47 9/22 to present – Senior Vice President – Corporate Affairs of CECONY 7/22 to 9/22 – Senior Vice President of CECONY 1/21 to 7/22 - Vice President, Head of Government Relations - Lyft 9/19 to 1/21 - Senior Director, Public Policy - Lyft Joseph Miller 63 1/21 to present – Vice President and Controller of Con Edison and CECONY 1/21 to present – Chief Financial Officer and Controller of O&R 8/06 to 12/20 – Assistant Controller of Corporate Accounting of CECONY Kamran Ziaee 60 12/24 to present – Senior Vice President and Chief Information Officer of Con Edison and CECONY 08/19 to 11/24 – Senior Vice President, Technology Strategy & Planning - Verizon 50 CON EDISON ANNUAL REPORT 2025
Part II Item 5: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Con Edison Con Edison’s common shares ($.10 par value), the only class of common equity of Con Edison, are traded on the New York Stock Exchange under the trading symbol "ED." As of January 31, 2026, there were 32,907 holders of record of Con Edison’s common shares. Con Edison paid quarterly dividends of 83 cents per Common Share in 2024 and quarterly dividends of 85 cents per common share in 2025. On January 27, 2026, Con Edison declared a quarterly dividend of 88.75 cents per common share that is payable on March 16, 2026. Con Edison expects to pay dividends to its shareholders primarily from dividends and other distributions it receives from its subsidiaries. The payment of future dividends is subject to approval and declaration by Con Edison’s Board of Directors and will depend on a variety of factors including business, financial and regulatory considerations. For additional information about the payment of dividends by the Utilities to Con Edison, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference). During 2025, the market price of Con Edison’s common shares increased by 11.31 percent (from $89.23 at year- end 2024 to $99.32 at year-end 2025). By comparison, the S&P 500 Index increased 16.39 percent and the S&P 500 Utilities Index increased 12.69 percent. The total return to Con Edison’s common shareholders during 2025, including both investment of dividends and the change in price, was 15.16 percent. By comparison, the total returns for the S&P 500 Index and the S&P 500 Utilities Index were 17.86 percent and 16.04 percent, respectively. For the five-year period 2021 through 2025 inclusive, Con Edison’s shareholders’ total return was 64.48 percent, compared with total returns for the S&P 500 Index and the S&P 500 Utilities Index of 95.98 percent and 59.06 percent, respectively. Years Ended December 31, Company / Index 2020 2021 2022 2023 2024 2025 Consolidated Edison, Inc. 100.00 122.96 142.21 140.61 142.79 164.42 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 S&P Utilities 100.00 117.67 119.51 111.05 137.07 159.06 CON EDISON ANNUAL REPORT 2025 51
Based on $100 invested at December 31, 2020, reinvestment of all dividends in equivalent shares of stock and market price changes on all such shares. CECONY The outstanding shares of CECONY’s Common Stock ($2.50 par value) are the only class of common equity of CECONY. They are held by Con Edison and are not traded. The dividends declared by CECONY in 2024 and 2025 are shown in its Consolidated Statement of Shareholder’s Equity included in Item 8 (which information is incorporated herein by reference). For additional information about the payment of dividends by CECONY, and restrictions thereon, see “Dividends” in Note C to the financial statements in Item 8 (which information is incorporated herein by reference). Item 6: [Reserved] 52 CON EDISON ANNUAL REPORT 2025
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations This combined management’s discussion and analysis of financial condition and results of operations (MD&A) relates to the consolidated financial statements included in this report of two separate registrants: Con Edison and CECONY, and should be read in conjunction with the financial statements and the notes thereto. As used in this report, the term the “Companies” refers to Con Edison and CECONY. CECONY is a subsidiary of Con Edison and, as such, information in this management’s discussion and analysis about CECONY applies to Con Edison. This combined MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. For discussions of 2023 items and year-to-year comparisons between 2024 and 2023, see “Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations,” in Con Edison’s and CECONY’s combined Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025. Information in any item of this report referred to in this discussion and analysis is incorporated by reference herein. The use of terms such as “see” or “refer to” shall be deemed to incorporate by reference into this discussion and analysis the information to which reference is made. Corporate Overview Con Edison’s principal business operations are those of the Utilities and Con Edison Transmission. CECONY is a regulated utility that provides electric service in New York City and New York's Westchester County, gas service in Manhattan, the Bronx, parts of Queens and parts of Westchester, and steam service in Manhattan. O&R is a regulated utility serving customers in a 1,300-square-mile-area in southeastern New York State and northern New Jersey. 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. Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See “Con Edison Transmission” in Item 1. In addition to the risks and uncertainties described in Item 1A and the Companies’ material contingencies described in Notes B, G and H to the financial statements in Item 8, the Companies’ management considers the following events, trends, and uncertainties to be important to understanding the Companies’ current and future financial condition. Aged Accounts Receivable Balances At December 31, 2025, CECONY’s and O&R’s customer accounts receivables balances of $2,970 million and $120 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,427 million and $27 million, respectively. At December 31, 2024, CECONY’s and O&R’s customer accounts receivables balances of $2,947 million and $113 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,652 million and $32 million, respectively. In comparison, CECONY’s and O&R’s customer accounts receivable balances at February 28, 2020 were $1,322 million and $89 million, respectively, including aged accounts receivables (balances outstanding in excess of 60 days) of $408 million and $15 million, respectively. Prior to the start of the COVID-19 pandemic, the Utilities’ practice was to write off customer accounts receivables as uncollectible 90 days after the account is disconnected for non-payment or the account is closed during the collection process. In general, the Utilities suspended collection activities and service disconnections during the COVID-19 pandemic and have since resumed such activities. CECONY’s rate plans for the three-year period January 2023 through December 2025 included reconciliation of late payment charges (from January 1, 2023 through December 31, 2025 for electric and gas and from January 1, 2020 through October 31, 2026 for steam) and write-offs of customer accounts receivable balances (from January 1, 2020 through December 31, 2025 for electric and gas and from January 1, 2020 through October 31, 2026 for steam) 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 (estimated for electric to be $57.3 million, $60.3 million, $62.6 million for 2023, 2024 and 2025, respectively, and for gas to be $14.8 million, $15.9 million and $16.8 million for 2023, 2024 and 2025, respectively). CECONY's surcharge recoveries for late payment charges and write-offs of accounts receivables for steam 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 and $3.5 million for 2024, 2025 and 2026, respectively). Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in CECONY’s next base rate cases. CON EDISON ANNUAL REPORT 2025 53
CECONY’s electric and gas rate plans for the three-year period January 2026 through December 2028 includes reconciliation of uncollectible expenses and late payment charges during the rate plan pursuant to which 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 (uncollectible expenses plus late payment charges) 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 $10 million ($8.5 million for electric and $1.5 million for gas) in 2026; above $15 million ($12.75 million for electric and $2.25 million for gas) in 2027, and above $20 million ($17.0 million for electric and $3.0 million for gas) in 2028; as a regulatory asset for recovery via surcharge. Annual surcharge recovery is subject to a cap that produces no more than a 0.5 percent total customer bill impact per commodity. Amounts in excess of the surcharge caps will be deferred for future recovery. O&R’s rate plan for the three-year period January 2025 through December 2027 includes reconciliation of uncollectible expenses and late payment charges that are subject to a combined annual threshold of $0.9 million and $0.5 million for electric and gas, respectively. Once the threshold is met, O&R will defer the variance between actual uncollectible expenses and late payment charges, and the level set forth in rates that is above the threshold. Recovery/refunds will be made via surcharge/surcredit. Surcharge recovery is subject to an annual cap that produces no more than a 0.5 percent total customer bill impact per commodity. Amounts in excess of the surcharge caps will be deferred as a regulatory asset for recovery in O&R’s next base rate cases. Although these regulatory mechanisms are currently in place, the Utilities’ ability to effectively manage their customer accounts receivable balances and obtain recovery in rates for their respective carrying costs and any related write-offs could have a material impact on the Companies’ businesses. In addition, a continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Liquidity and Capital Resources,” below, and Note B and Note N to the financial statements in Item 8. The Utilities, in an effort to reduce aged accounts receivables balances, continue to execute on their integrated collections strategy, which includes, among other things, implementation of flexible payment arrangement options, enhanced targeted digital and mail communications to customers regarding collections and an increased presence of field collectors to support in-person account resolution. The Utilities have also strengthened their credit and collection efforts to better manage incoming inquiries and have instituted additional measures to manage outbound collection calls. Energy Affordability There has been heightened legislative activity and public policy discussions regarding energy affordability. Substantial investments are needed to support an increasingly decarbonized electric grid that the Utilities, regulators and stakeholders must balance with the need for affordable rates. While the Companies continue to monitor energy affordability concerns, they are unable to predict additional legislative, executive, or regulatory measures that may result from energy affordability concerns. See “Energy Affordability Programs” in Item 1. Clean Energy Goals The success of the Companies’ efforts to meet clean energy policy goals and the impact of energy consumers' efforts to meet such goals on CECONY’s electric, gas and steam businesses and O&R’s electric and gas businesses may impact the Companies’ future financial condition. The Utilities expect electric usage to increase and gas and steam usage to decrease in their service territories as laws and policies are enacted and implemented that aim to reduce the carbon intensity of the energy that is consumed in their respective jurisdictions. The Utilities’ and their regulators’ efforts to maintain electric reliability in their service territories as electric usage increases may also impact the Companies’ future financial condition. The long-term future of the Utilities’ gas businesses depends upon the role that natural gas or other gaseous fuels will play in facilitating New York State’s and New York City’s climate goals. In addition, the impact and costs from climate change impacts on the Utilities’ systems and the success of the Utilities’ efforts to maintain system reliability and manage service interruptions resulting from severe weather may impact the Companies’ future financial condition, results of operations and liquidity. See “Federal Regulation,” "Environmental Matters - Clean Energy Future" and "Environmental Matters - Climate Change" in Item 1. 54 CON EDISON ANNUAL REPORT 2025
Con Edison Transmission, through its New York Transco partnership and jointly with the New York Power Authority (NYPA), is developing the Propel NY Energy transmission project, a 90-mile electric transmission project that is expected to increase high voltage transmission connections between Long Island and the rest of New York State. See the table under "Con Edison Transmission," below. Con Edison Transmission also participates in competitive solicitations to develop additional electric projects. The success of Con Edison Transmission’s efforts in these competitive solicitations and to grow its electric transmission portfolio may impact Con Edison’s future capital requirements 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. Both Con Edison Transmission and CECONY are considering strategic alternatives with respect to their investments in Honeoye. See "Con Edison Transmission" in Item 1. Certain financial data of Con Edison’s businesses are presented below: For the Year Ended December 31, 2025 At December 31, 2025 (Millions of Dollars, except percentages) Operating Revenues Net Income for Common Stock Assets CECONY $15,651 93% $1,906 94% $69,316 93% O&R 1,265 7% 108 5% 4,420 6% Total Utilities 16,916 100% 2,014 99% 73,736 99% Con Edison Transmission 4 —% 14 1% 488 1% Other (a) (2) —% (5) — % 379 1% Total Con Edison $16,918 100% $2,023 100% $74,603 101% (a) 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 W and Note X to the financial statements in Item 8. 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 (TCJA) 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. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act (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. CON EDISON ANNUAL REPORT 2025 55 Con Edison Transmission
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. New York Legislation In May 2025, New York adopted the 2025-2026 budget bill into law that included increases in payroll tax rates from 0.6 percent to 0.895 percent for CECONY and from 0.34 percent to 0.635 percent for O&R, effective July 1, 2025. In April 2021, New York passed a law that increased the corporate franchise tax rate on business income from 6.5 percent to 7.25 percent, retroactive to January 1, 2021, for taxpayers with taxable income greater than $5 million. The law also reinstated the business capital tax at 0.1875 percent, not to exceed a maximum tax liability of $5 million per taxpayer. New York requires a corporate franchise taxpayer to calculate and pay the highest amount of tax under the three alternative methods: a tax on business income; a tax on business capital; or a fixed dollar minimum. The provisions to increase the corporate franchise tax rate and reinstate a capital tax were scheduled to expire after 2023. In May 2023, New York passed a law that extended the increase in the corporate franchise tax rate from 6.5 percent to 7.25 percent for an additional three years, through tax year 2026 and extended the business capital tax through tax year 2026. New York also passed a law establishing a permanent rate of 30 percent for the metropolitan transportation business tax surcharge. Con Edison was not subject to the higher tax rate of 7.25 percent in 2025 and does not expect to be subject to the higher tax rate in 2026. 56 CON EDISON ANNUAL REPORT 2025
Results of Operations Net income for common stock and earnings per share for the years ended December 31, 2025 and 2024 were as follows: (Millions of Dollars, except per share amounts) Net Income for Common Stock Earnings per Share 2025 2024 2025 2024 CECONY $1,906 $1,748 $5.33 $5.05 O&R 108 104 0.30 0.30 Con Edison Transmission (a) 14 45 0.04 0.13 Other (b) (5) (77) (0.01) (0.22) Con Edison (c) $2,023 $1,820 $5.66 $5.26 (a) Net income for common stock and earnings per share for the year ended December 31, 2025 includes $9 million or $0.03 a share (after-tax) for accretion of the basis difference of Con Edison's equity investment in MVP. Net Income for common stock and earnings per share for the year ended December 31, 2025 also include $(10) million or $(0.03) a share (after-tax) for the impairment loss related to Con Edison’s investment in Honeoye. Net Income for common stock and earnings per share for the year ended December 31, 2025 also include $(7) million or $(0.02) a share (net of federal income taxes) for the remeasurement of deferred state income taxes related to the previously recorded impairment of MVP. Net Income for common stock and earnings per share for the year ended December 31, 2025 also includes $(12) million or $(0.03) a share (after-tax) for transaction costs associated with strategic alternatives review of Con Edison's equity investments in MVP and Honeoye. See “Investment in MVP” in Note A to the financial statements in Item 8. Net income for common stock and earnings per share for the year ended December 31, 2024 includes $5 million or $0.01 a share (after-tax) for accretion of the basis difference of Con Edison's equity investment in MVP. See “Investment in MVP” in Note A to the financial statements in Item 8. (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. Net Income for common stock and earnings per share for the year ended December 31, 2025 also includes $3 million or $0.01 a share (after-tax) for the gain on the sale of an interest in a solar electric production project. Net income for common stock for the year ended December 31, 2025 also includes $1 million (after-tax) for an adjustment related to the sale of all of the stock of the Clean Energy Businesses and $1 million (after-tax) on the effects of HLBV accounting for tax equity interests in certain renewable electric projects. See Note X to the financial statements in Item 8. Net income for common stock and earnings per share for the year ended December 31, 2024 includes $(46) million (after-tax) or $(0.13) a share (after-tax) for adjustments related to the sale of all of the stock of the Clean Energy Businesses. Net income for common stock and earnings per share for the year ended December 31, 2024 also includes $(3) million (after-tax) or $(0.01) a share (after-tax) of income tax impact on the effects of HLBV accounting for tax equity interests in certain renewable electric projects. Impact of the sale of the Clean Energy Businesses on the changes in state unitary tax apportionments (net of federal taxes) for the year ended December 31, 2024 is $(3 million) or $(0.01) per share. See Note X to the financial statements in Item 8. (c) Earnings per share on a diluted basis were $5.64 a share and $5.24 a share in 2025 and 2024, respectively. See "Earnings Per Common Share" in Note A to the financial statements in Item 8. The following table presents the estimated effect of major factors on earnings per share and net income for common stock for the year ended December 31, 2025 as compared with 2024. CON EDISON ANNUAL REPORT 2025 57
Variation for the Year Ended December 31, 2025 vs. 2024 Net Income for Common Stock (Net of Tax) (Millions of Dollars) Earnings per Share CECONY (a) Higher electric rate base $97 $0.28 Higher income from allowance for funds used during construction 31 0.09 Higher gas rate base 20 0.06 Lower other corporate expenses 3 0.01 Dilutive effect of issuance of common shares — (0.18) Higher interest expense (38) (0.11) Impact of the May 2024 NYSPSC order denying CECONY's request to capitalize costs to implement its new customer billing and information system 37 0.11 Other 8 0.02 Total CECONY 158 0.28 O&R (a) Gas base rate increase 10 0.03 Higher interest expense on long-term debt (6) (0.02) Other — (0.01) Total O&R 4 — Con Edison Transmission Transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye (12) (0.03) Impairment loss related to investment in Honeoye (10) (0.03) Remeasurement of deferred state income taxes related to the previously recorded impairment of MVP (7) (0.02) Income tax adjustment in 2024 due to AFUDC from MVP (5) (0.02) Accretion of the basis difference of Con Edison's equity investment in MVP 4 0.02 Other (1) (0.01) Total Con Edison Transmission (31) (0.09) Other, including parent company expenses (b) Loss (gain) and other impacts related to the sale of the Clean Energy Businesses 51 0.14 Lower accrued commitment to Consolidated Edison Foundation, Inc. 9 0.03 Lower taxes other than income taxes 5 0.01 HLBV effects 4 0.01 Gain on the sale of an interest in a solar electric production project 3 0.01 Other — 0.01 Total Other, including parent company expenses 72 0.21 Total Reported (GAAP basis) $203 $0.40 (a) Under the revenue decoupling mechanisms in the Utilities’ New York electric and gas rate plans revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. The Utilities' gas and CECONY’s steam sales are subject to a weather normalization clause, as a result of which, delivery revenues reflect normal weather conditions during the heating season. In general, the Utilities recover on a current basis the fuel, gas purchased for resale and purchased power costs they incur in supplying energy to their full-service customers. Accordingly, such costs do not generally affect Con Edison’s results of operations. (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 W to the financial statements in Item 8. 58 CON EDISON ANNUAL REPORT 2025
The Companies’ other operations and maintenance expenses for the years ended December 31, 2025 and 2024 were as follows: (Millions of Dollars) 2025 2024 CECONY Operations $2,002 $1,918 Pensions and other postretirement benefits 28 138 Health care and other benefits 212 192 Regulatory fees and assessments (a) 467 461 Other (b) 685 644 Total CECONY 3,394 3,353 O&R 380 387 Con Edison Transmission 29 11 Other (c) 1 — Total other operations and maintenance expenses $3,804 $3,751 (a) Includes Demand Side Management, System Benefit Charges and Public Service Law 18A assessments that are collected in revenues. (b) Other includes the impact of the May 2024 NYSPSC order denying CECONY's request to capitalize costs to implement its new customer billing and information system in 2024 ($51 million). (c) 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 to the financial statements in Item 8. 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. A discussion of the results of operations by principal business segment for the years ended December 31, 2025 and 2024 follows. For additional business segment financial information, see Note P to the financial statements in Item 8. CON EDISON ANNUAL REPORT 2025 59
Th e C om pa ni es ’ r es ul ts o f o pe ra tio ns fo r t he y ea rs e nd ed D ec em be r 3 1, 2 02 5 an d 20 24 w er e: C EC O N Y O & R C on E di so n Tr an sm is si on O th er (a ) C on E di so n (b ) (M ill io ns o f D ol la rs ) 20 25 20 24 20 25 20 24 20 25 20 24 20 25 20 24 20 25 20 24 O pe ra tin g re ve nu es $1 5, 65 1 $1 4, 12 9 $1 ,2 65 $1 ,1 25 $4 $4 $( 2) $( 2) $1 6, 91 8 $1 5, 25 6 P ur ch as ed p ow er 2, 56 6 2, 27 9 37 9 29 0 — — — — 2, 94 5 2, 56 9 Fu el 26 1 17 0 — — — — — — 26 1 17 0 G as p ur ch as ed fo r r es al e 77 0 52 4 12 9 75 — — — — 89 9 59 9 O th er o pe ra tio ns a nd m ai nt en an ce 3, 39 4 3, 35 3 38 0 38 7 29 11 1 — 3, 80 4 3, 75 1 D ep re ci at io n an d am or tiz at io n 2, 19 3 2, 03 7 12 7 11 7 1 1 — — 2, 32 1 2, 15 5 Ta xe s, o th er th an in co m e ta xe s 3, 65 5 3, 17 3 96 95 — — 6 12 3, 75 7 3, 28 0 Lo ss o n sa le o f t he C le an E ne rg y B us in es se s — — — — — — — (6 2) — (6 2) G ai n on th e sa le o f a n in te re st in a s ol ar e le ct ric p ro du ct io n pr oj ec t — — — — — — 4 — 4 — O pe ra tin g in co m e (lo ss ) $2 ,8 12 $2 ,5 93 $1 54 $1 61 $( 26 ) $( 8) $( 5) $( 76 ) $2 ,9 35 $2 ,6 70 O th er in co m e (d ed uc tio ns ) 79 7 57 8 46 32 46 61 6 (1 6) 89 5 65 5 N et in te re st e xp en se 1, 15 9 1, 10 9 65 60 — — 9 18 1, 23 3 1, 18 7 In co m e be fo re in co m e ta x ex pe ns e (b en ef it) 2, 45 0 2, 06 2 13 5 13 3 20 53 (8 ) (1 10 ) 2, 59 7 2, 13 8 In co m e ta x ex pe ns e (b en ef it) 54 4 31 4 27 29 9 8 (6 ) (3 3) 57 4 31 8 N et in co m e (lo ss ) $1 ,9 06 $1 ,7 48 $1 08 $1 04 $1 1 $4 5 $( 2) $( 77 ) $2 ,0 23 $1 ,8 20 In co m e (lo ss ) a ttr ib ut ab le to n on -c on tro lli ng in te re st — — — — 3 — (3 ) — — — N et in co m e (lo ss ) f ro m c om m on s to ck $1 ,9 06 $1 ,7 48 $1 08 $1 04 $1 4 $4 5 $( 5) $( 77 ) $2 ,0 23 $1 ,8 20 (a ) O th er in cl ud es th e pa re nt c om pa ny , C on E di so n’ s ta x eq ui ty in te re st s, c on so lid at io n ad ju st m en ts a nd B ro ke n B ow II , t he d ef er re d pr oj ec t t ha t w as c la ss ifi ed a s he ld fo r s al e at D ec em be r 3 1, 20 24 , w ith th e sa le a nd tr an sf er c om pl et ed in J an ua ry 2 02 5. S ee N ot e X to th e fin an ci al s ta te m en ts in It em 8 . (b ) R ep re se nt s th e co ns ol id at ed re su lts o f o pe ra tio ns o f C on E di so n an d its b us in es se s. 60 CON EDISON ANNUAL REPORT 2025
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 CECONY For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 (Millions of Dollars) Electric Gas Steam 2025 Total Electric Gas Steam 2024 Total 2025-2024 Variation Operating revenues $11,670 $3,278 $703 $15,651 $10,717 $2,834 $578 $14,129 $1,522 Purchased power 2,525 — 41 2,566 2,248 — 31 2,279 287 Fuel 173 — 88 261 126 — 44 170 91 Gas purchased for resale — 770 — 770 — 524 — 524 246 Other operations and maintenance 2,614 556 224 3,394 2,622 528 203 3,353 41 Depreciation and amortization 1,597 482 114 2,193 1,471 458 108 2,037 156 Taxes, other than income taxes 2,705 719 231 3,655 2,418 576 179 3,173 482 Operating income $2,056 $751 $5 $2,812 $1,832 $748 $13 $2,593 $219 Electric CECONY’s results of electric operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Operating revenues $11,670 $10,717 $953 Purchased power 2,525 2,248 277 Fuel 173 126 47 Other operations and maintenance 2,614 2,622 (8) Depreciation and amortization 1,597 1,471 126 Taxes, other than income taxes 2,705 2,418 287 Electric operating income $2,056 $1,832 $224 CECONY’s electric sales and deliveries in 2025 compared with 2024 were: Millions of kWh Delivered Revenues in Millions (a) For the Years Ended For the Years Ended Description December 31, 2025 December 31, 2024 Variation Percent Variation December 31, 2025 December 31, 2024 Variation Percent Variation Residential/Religious (b) 12,437 11,890 547 4.6% $4,569 $4,240 $329 7.8% Commercial/Industrial 10,940 10,267 673 6.6 3,318 2,911 407 14.0 Retail choice customers 20,785 20,715 70 0.3 2,777 2,697 80 3.0 NYPA, Municipal Agency and other sales 9,636 9,555 81 0.8 910 876 34 3.9 Other operating revenues (c) — — — — 96 (7) 103 Large Total 53,798 52,427 1,371 2.6% (d) $11,670 $10,717 $953 8.9% (a) Revenues from electric sales are subject to a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. (b) “Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations. (c) Other electric operating revenues generally reflect changes in the revenue decoupling mechanism current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plan. (d) After adjusting for variations, primarily weather and billing days, electric delivery volumes in CECONY’s service area increased 2.5 percent in 2025 compared with 2024. Operating revenues increased $953 million in 2025 compared with 2024 primarily due to an increase in revenues from the electric rate plan ($584 million), higher purchased power expenses ($277 million) and higher fuel expenses ($47 million). CON EDISON ANNUAL REPORT 2025 61
Purchased power expenses increased $277 million in 2025 compared with 2024 due to higher unit costs ($217 million) and higher purchased volume ($60 million). Fuel expenses increased $47 million in 2025 compared with 2024 due to higher unit costs ($56 million), offset in part by lower purchased volumes from the company’s electric generating facilities ($9 million). Other operations and maintenance expenses decreased $8 million in 2025 compared with 2024 primarily due to the impact of the May 2024 NYSPSC order denying CECONY's request to capitalize costs to implement its new customer billing and information system ($37 million), offset in part by higher costs for injuries and damages ($23 million) and an increase in municipal infrastructure support ($7 million). Depreciation and amortization expenses increased $126 million in 2025 compared with 2024 primarily due to higher electric utility plant balances. Taxes, other than income taxes increased $287 million in 2025 compared with 2024 primarily due to higher property taxes ($236 million), a lower deferral of under-collected property taxes ($31 million) and higher other taxes ($12 million). Gas CECONY’s results of gas operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Operating revenues $3,278 $2,834 $444 Gas purchased for resale 770 524 246 Other operations and maintenance 556 528 28 Depreciation and amortization 482 458 24 Taxes, other than income taxes 719 576 143 Gas operating income $751 $748 $3 CECONY’s gas sales and deliveries, excluding off-system sales, in 2025 compared with 2024 were: Thousands of Dt Delivered Revenues in Millions (a) For the Years Ended For the Years Ended Description December 31, 2025 December 31, 2024 Variation Percent Variation December 31, 2025 December 31, 2024 Variation Percent Variation Residential 52,015 44,280 7,735 17.5 % $1,352 $1,148 $204 17.8 % General 37,514 30,223 7,291 24.1 819 640 179 28.0 Firm transportation 79,874 71,521 8,353 11.7 965 914 51 5.6 Total firm sales and transportation 169,403 146,024 23,379 16.0 (b) 3,136 2,702 434 16.1 Interruptible sales 3,574 2,959 615 20.8 % 28 28 — — NYPA 40,877 56,291 (15,414) (27.4) 2 2 — — Generation plants 66,730 61,250 5,480 8.9 22 22 — — Other 18,408 18,680 (272) (1.5) 40 38 2 5.3 Other operating revenues (c) — — — — 50 42 8 19.0 Total 298,992 285,204 13,788 4.8 % $3,278 $2,834 $444 15.7 % (a) Revenues from gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. (b) After adjusting for variations, primarily billing days, firm gas sales and transportation volumes in CECONY’s service area increased 6.5 percent in 2025 compared with 2024. (c) Other gas operating revenues generally reflect changes in the revenue decoupling mechanism and weather normalization clause current asset or regulatory liability and changes in regulatory assets and liabilities in accordance with other provisions of CECONY’s rate plan. Operating revenues increased $444 million in 2025 compared with 2024 primarily due to higher gas purchased for resale expense ($246 million) and an increase in gas revenues under the company's gas rate plan ($185 million). Gas purchased for resale increased $246 million in 2025 compared with 2024 due to higher unit costs ($236 million) and higher purchased volumes ($10 million). 62 CON EDISON ANNUAL REPORT 2025
Other operations and maintenance expenses increased $28 million in 2025 compared with 2024 primarily due to the higher gas operations maintenance activities ($12 million), total surcharges for assessments and fees that are collected in revenues from customers ($8 million) and higher uncollectible expenses ($6 million). Depreciation and amortization expenses increased $24 million in 2025 compared with 2024 primarily due to higher gas utility plant balances. Taxes, other than income taxes increased $143 million in 2025 compared with 2024 primarily due to a lower deferral of under-collected property taxes ($90 million), higher property taxes ($31 million) and higher state and local revenue taxes ($11 million). Steam CECONY’s results of steam operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Operating revenues $703 $578 $125 Purchased power 41 31 10 Fuel 88 44 44 Other operations and maintenance 224 203 21 Depreciation and amortization 114 108 6 Taxes, other than income taxes 231 179 52 Steam operating income $5 $13 $(8) CECONY’s steam sales and deliveries in 2025 compared with 2024 were: Millions of Pounds Delivered Revenues in Millions (a) For the Years Ended For the Years Ended Description December 31, 2025 December 31, 2024 Variation Percent Variation December 31, 2025 December 31, 2024 Variation Percent Variation General 502 428 74 17.3% $36 $31 $5 16.1% Apartment house 5,303 4,880 423 8.7 199 162 37 22.8 Annual power 11,170 10,186 984 9.7 470 395 75 19.0 Other operating revenues (b) — — — — (2) (10) 8 80.0 Total 16,975 15,494 1,481 9.6% (c) $703 $578 $125 21.6% (a) Revenues from steam sales are subject to a weather normalization clause, as a result of which, delivery revenues reflect normal weather conditions during the heating season. (b) Other steam operating revenues generally reflect changes in regulatory assets and liabilities in accordance with CECONY’s rate plan. (c) After adjusting for variations, primarily weather and billing days, steam sales and deliveries in the company’s service area decreased 3.4 percent in 2025 compared with 2024. Operating revenues increased $125 million in 2025 compared with 2024 primarily due to the benefit from the steam rate plan ($67 million), higher fuel expenses ($44 million) and higher purchased power expenses ($10 million). Purchased power expenses increased $10 million in 2025 compared with 2024 due to higher unit costs ($14 million), offset in part by lower purchased volumes ($4 million). Fuel expenses increased $44 million in 2025 compared with 2024 due to higher unit costs ($38 million) and higher purchased volumes used from the company’s steam generating facilities ($6 million). Other operations and maintenance expenses increased $21 million in 2025 compared with 2024 primarily due to higher steam operations maintenance activities ($9 million), higher costs for pension and other postretirement benefits, reflecting reconciliation to the rate plan level ($8 million) and higher total surcharges for assessments and fees that are collected in revenues from customers ($3 million). Depreciation and amortization expenses increased $6 million in 2025 compared with 2024 primarily due to higher steam utility plant balances. Taxes, other than income taxes increased $52 million in 2025 compared with 2024 primarily due to a lower deferral of under-collected property taxes ($50 million) and higher state and local revenue taxes ($2 million). CON EDISON ANNUAL REPORT 2025 63
Taxes, Other Than Income Taxes At $3,655 million, taxes other than income taxes remain one of CECONY’s largest operating expenses. The principal components of, and variations in, taxes other than income taxes were: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Property taxes $3,004 $2,738 $266 State and local taxes related to revenue receipts 445 429 16 Payroll taxes 91 83 8 Other taxes (b) 115 (77) 192 Total $3,655 (a) $3,173 (a) $482 (a) Including sales tax on customers’ bills, total taxes other than income taxes in 2025 and 2024 were $4,488 million and $3,915 million, respectively. (b) Including the deferral of under-collected property taxes in 2025 and 2024 of $88 million and $83 million, respectively. Other Income Other income increased $219 million in 2025 compared with 2024 primarily due to higher credits associated with components of pension and other postretirement benefits other than service cost ($204 million) and an increase in AFUDC ($31 million), offset in part by a decrease in the revenue decoupling mechanism interest accrual ($7 million). Net Interest Expense Net interest expense increased $50 million in 2025 compared with 2024 primarily due to higher interest expense for long-term debt ($82 million), primarily attributable to timing of long-term debt issuances issued in 2024, offset in part by lower interest on commercial paper ($30 million) and a decrease in the carrying charges and interest on regulatory liability balances ($6 million). Income Tax Expense Income taxes increased $230 million in 2025 compared with 2024 primarily due to lower amortization of excess deferred federal income taxes ($153 million) and higher income before income tax expense ($102 million), offset in part by higher write-offs of uncollectible accounts ($19 million). O&R For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 (Millions of Dollars) Electric Gas 2025 Total Electric Gas 2024 Total 2025-2024 Variation Operating revenues $934 $331 $1,265 $852 $273 $1,125 $140 Purchased power 379 — 379 290 — 290 89 Gas purchased for resale — 129 129 — 75 75 54 Other operations and maintenance 297 83 380 306 81 387 (7) Depreciation and amortization 87 40 127 82 35 117 10 Taxes, other than income taxes 62 34 96 62 33 95 1 Operating income $109 $45 $154 $112 $49 $161 $(7) Electric O&R’s results of electric operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Operating revenues $934 $852 $82 Purchased power 379 290 89 Other operations and maintenance 297 306 (9) Depreciation and amortization 87 82 5 Taxes, other than income taxes 62 62 — Electric operating income $109 $112 $(3) 64 CON EDISON ANNUAL REPORT 2025
O&R’s electric sales and deliveries in 2025 compared with 2024 were: Millions of kWh Delivered Revenues in Millions (a) For the Years Ended For the Years Ended Description December 31, 2025 December 31, 2024 Variation Percent Variation December 31, 2025 December 31, 2024 Variation Percent Variation Residential/Religious (b) 2,307 2,133 174 8.2% $584 $474 $110 23.2% Commercial/Industrial 1,118 965 153 15.9 210 167 43 25.7 Retail choice customers 2,234 2,522 (288) (11.4) 159 198 (39) (19.7) Public authorities 116 114 2 1.8 15 12 3 25.0 Other operating revenues (c) — — — — (34) 1 (35) Large Total 5,775 5,734 41 0.7% (d) $934 $852 $82 9.6% (a) O&R’s New York electric delivery revenues are subject to a revenue decoupling mechanism, as a result of which delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. The majority of O&R’s electric distribution revenues in New Jersey are subject to a conservation incentive program, as a result of which distribution revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. O&R’s electric transmission revenues in New Jersey are not subject to a conservation incentive program, and as a result, changes in such volumes do impact revenues. (b) “Residential/Religious” generally includes single-family dwellings, individual apartments in multi-family dwellings, religious organizations and certain other not-for-profit organizations. (c) Other electric operating revenues generally reflect changes in regulatory assets and liabilities in accordance with O&R’s electric rate plan. (d) After adjusting for weather and other variations, electric delivery volumes in O&R’s service area increased 2.2 percent in 2025 compared with 2024. Operating revenues increased $82 million in 2025 compared with 2024 primarily due to higher purchased power expenses ($89 million), offset in part by lower revenues from the New York electric rate plan ($7 million). Purchased power expenses increased $89 million in 2025 compared with 2024 due to higher unit costs ($56 million) and higher purchased volumes ($33 million). Other operations and maintenance expenses decreased $9 million in 2025 compared with 2024 primarily due to lower non-deferred storm costs. Depreciation and amortization expenses increased $5 million in 2025 compared with 2024 primarily due to higher electric utility plant balances. Gas O&R’s results of gas operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 were as follows: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Operating revenues $331 $273 $58 Gas purchased for resale 129 75 54 Other operations and maintenance 83 81 2 Depreciation and amortization 40 35 5 Taxes, other than income taxes 34 33 1 Gas operating income $45 $49 $(4) O&R’s gas sales and deliveries, excluding off-system sales, in 2025 compared with 2024 were: CON EDISON ANNUAL REPORT 2025 65
Thousands of Dt Delivered Revenues in Millions (a) For the Years Ended For the Years Ended Description December 31, 2025 December 31, 2024 Variation Percent Variation December 31, 2025 December 31, 2024 Variation Percent Variation Residential 13,578 10,749 2,829 26.3 % $237 $166 $71 42.8 % General 2,980 1,767 1,213 68.6 40 21 19 90.5 Firm transportation 5,300 4,623 677 14.6 41 34 7 20.6 Total firm sales and transportation 21,858 17,139 4,719 27.5 (b) 318 221 97 43.9 Interruptible sales 3,630 3,712 (82) (2.2) 7 7 — — Generation plants 2 10 (8) (80.0) — — — — Other 744 710 34 4.8 1 1 — — Other gas revenues — — — — 5 44 (39) (88.6) Total 26,234 21,571 4,663 21.6 % $331 $273 $58 21.2 % (a) Revenues from New York gas sales are subject to a weather normalization clause and a revenue decoupling mechanism, as a result of which, delivery revenues are generally not affected by changes in delivery volumes from levels assumed when rates were approved. (b) After adjusting for weather and other variations, firm sales and transportation volumes in O&R’s service area increased 1.9 percent in 2025 compared with 2024. Operating revenues increased $58 million in 2025 compared with 2024 primarily due to higher gas purchased for resale ($54 million) and higher revenues from the New York gas rate plan ($1 million). Gas purchased for resale increased $54 million in 2025 compared with 2024 due to higher unit costs ($33 million) and higher purchased volumes ($21 million). Depreciation and amortization expenses increased $5 million in 2025 compared with 2024 primarily due to higher gas utility plant balances. Taxes, Other Than Income Taxes Taxes, other than income taxes, remained consistent in 2025 compared with 2024. The principal components of taxes, other than income taxes, were: For the Years Ended December 31, (Millions of Dollars) 2025 2024 Variation Property taxes $72 $73 $(1) State and local taxes related to revenue receipts 14 13 1 Payroll taxes 10 9 1 Total $96 (a) $95 (a) $1 (a) Including sales tax on customers’ bills, total taxes other than income taxes in 2025 and 2024 were $134 million and $127 million, respectively. Other Income Other income increased $14 million in 2025 compared with 2024 primarily due to higher credits associated with components of pension and other postretirement benefits other than service cost ($14 million). Net Interest Expense Net interest expense increased $5 million in 2025 compared with 2024 primarily due to higher interest expense for long-term debt due to higher debt balances ($9 million). Con Edison Transmission Other Income (Deductions) Other deductions decreased $15 million in 2025 compared with 2024 primarily due to transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye ($17 million). Other Taxes, Other Than Income Taxes Taxes, other than income taxes decreased $6 million in 2025 compared with 2024 primarily due to a decrease in the New York State Capital Tax ($7 million). 66 CON EDISON ANNUAL REPORT 2025
Other Income (Deductions) Other income increased $22 million in 2025 compared with 2024 primarily due to the 2024 accrued commitment to the Consolidated Edison Foundation, Inc. ($12 million) and the effects of HLBV accounting for tax equity interests in certain renewable electric projects ($5 million). Income Tax Expense Income taxes increased $27 million in 2025 compared with 2024 primarily due to higher income before income tax expense ($21 million) and the absence of production tax credits in 2025 related to the Broken Bow II wind project ($6 million). CON EDISON ANNUAL REPORT 2025 67
Liquidity and Capital Resources The Companies monitor the financial markets closely, including borrowing rates and daily cash collections. Increases in aged accounts receivable balances, inflationary pressure and higher interest rates have increased the amount of capital needed by the Utilities and the costs of such capital. See "Interest Rate Risk," below, "Aged Accounts Receivable Balances," above and "Capital Resources," below. Con Edison and the Utilities have a $2,500 million revolving credit agreement (the Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2029, unless extended for an additional one-year term, subject to certain conditions. CECONY has a $500 million 364-day revolving credit agreement (the CECONY Credit Agreement) in place under which banks are committed to provide loans on a revolving credit basis until March 2026, subject to certain conditions. Con Edison and the Utilities have not entered into any loans under the Credit Agreement and CECONY has not entered into any loans under the CECONY Credit Agreement. 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 loan matures in November 2026. CECONY has the option to prepay the term loan issued under the CECONY Term Loan Credit Agreement prior to maturity. The FERC has authorized CECONY through April 30, 2026 and O&R through July 31, 2026 to issue short-term borrowings for a period of not more than 12 months, in an amount not to exceed $4,000 million and $250 million, respectively, at prevailing market rates. The Companies’ liquidity reflects cash flows from operating, investing and financing activities, as shown on their respective consolidated statements of cash flows and as discussed below. The principal factors affecting Con Edison’s liquidity are its investments in the Utilities and Con Edison Transmission, the dividends it pays to its shareholders and the dividends it receives from its subsidiaries and cash flows from financing activities discussed below. The principal factors affecting CECONY’s liquidity are its cash flows from operating activities, cash used in investing activities (including capital expenditures), the dividends it pays to Con Edison and cash flows from financing activities discussed below. The Companies generally maintain minimal cash balances and use short-term borrowings to meet their working capital needs and other cash requirements. The Companies repay their short-term borrowings using funds from long-term financings and operating activities. The Utilities’ cost of capital, including working capital, is reflected in the rates they charge to their customers. Each of the Companies believes that it will be able to meet its reasonably likely short-term and long-term cash requirements. See “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” "Changes To Tax Laws Could Adversely Affect the Companies," “The Companies May be Adversely Affected by Changes to the Utilities’ Rate Plans,” “The Companies Face Risks Related to Health Epidemic And Other Outbreaks,” and “The Companies Also Face Other Risks That Are Beyond Their Control” in Item 1A, and “Capital Requirements and Resources” in Item 1. 68 CON EDISON ANNUAL REPORT 2025
Th e C om pa ni es ’ c as h, te m po ra ry c as h in ve st m en ts a nd re st ric te d ca sh re su lti ng fr om o pe ra tin g, in ve st in g an d fin an ci ng a ct iv iti es fo r t he y ea rs e nd ed D ec em be r 3 1, 2 02 5 an d 20 24 a re s um m ar iz ed a s fo llo w s: C EC O N Y O & R C on E di so n Tr an sm is si on O th er (a )(b ) C on E di so n (b ) (M ill io ns o f D ol la rs ) 20 25 20 24 20 25 20 24 20 25 20 24 20 25 20 24 20 25 20 24 O pe ra tin g ac tiv iti es $4 ,5 29 $3 ,3 58 $2 49 $1 53 $5 3 $3 0 $( 31 ) $7 3 $4 ,8 00 $3 ,6 14 In ve st in g ac tiv iti es (4 ,8 00 ) (4 ,9 23 ) (4 45 ) (3 21 ) (5 0) (2 9) 46 — (5 ,2 49 ) (5 ,2 73 ) Fi na nc in g ac tiv iti es 59 8 1, 68 1 18 2 18 3 (7 ) (3 ) (2 7) (6 4) 74 6 1, 79 7 N et c ha ng e fo r t he p er io d 32 7 11 6 (1 4) 15 (4 ) (2 ) (1 2) 9 29 7 13 8 B al an ce a t b eg in ni ng o f p er io d 1, 25 4 1, 13 8 38 23 23 25 18 9 1, 33 3 1, 19 5 B al an ce a t e nd o f p er io d (c ) $1 ,5 81 $1 ,2 54 $2 4 $3 8 $1 9 $2 3 $6 $1 8 $1 ,6 30 $1 ,3 33 Le ss :C as h ba la nc es h el d fo r s al e (a ) — — — — — — — 9 — 9 B al an ce a t e nd o f p er io d ex cl ud in g he ld fo r s al e $1 ,5 81 $1 ,2 54 $2 4 $3 8 $1 9 $2 3 $6 $9 $1 ,6 30 $1 ,3 24 (a ) O th er in cl ud es th e pa re nt c om pa ny , C on E di so n’ s ta x eq ui ty in te re st s, c on so lid at io n ad ju st m en ts a nd B ro ke n B ow II , t he d ef er re d pr oj ec t h el d fo r s al e at D ec em be r 3 1, 2 02 4, w ith th e sa le a nd tra ns fe r c om pl et ed in J an ua ry 2 02 5. S ee N ot e X to th e fin an ci al s ta te m en ts in It em 8 . (b ) R ep re se nt s th e co ns ol id at ed re su lts o f o pe ra tio ns o f C on E di so n an d its b us in es se s. (c ) S ee "R ec on ci lia tio n of C as h, T em po ra ry C as h In ve st m en ts a nd R es tri ct ed C as h" in N ot e A to th e fin an ci al s ta te m en ts in It em 8 . CON EDISON ANNUAL REPORT 2025 69
Cash Flows from Operating Activities The Utilities’ cash flows from operating activities primarily reflect their energy sales and deliveries and cost of operations. The volume of energy sales and deliveries is primarily affected by factors external to the Utilities, such as customer demand, weather, market prices for energy and economic conditions. Measures that promote distributed energy resources, such as distributed generation, demand reduction and energy efficiency, also affect the volume of energy sales and deliveries. See "Competition" and "Environmental Matters – Clean Energy Future" and “Environmental Matters – Climate Change” in Item 1. Pursuant to their rate plans, the Utilities have recovered from customers a portion of the tax liability they will pay in the future as a result of temporary differences between the book and tax basis of assets and liabilities. These temporary differences affect the timing of cash flows, but not net income, as the Companies are required to record deferred tax assets and liabilities at the current corporate tax rate for the temporary differences. For the Utilities, credits to their customers of the net benefits of the TCJA, including the reduction of the corporate tax rate to 21 percent, decrease cash flows from operating activities. Pursuant to their rate plans, the Utilities also recover from customers the amount of property taxes they will pay. The payment of property taxes by the Utilities affects the timing of cash flows and increases the amount of short-term borrowings issued by the Utilities when property taxes are due and as property taxes increase, but generally does not impact net income. See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Federal Income Tax” in Note A, “Rate Plans” in Note B, “Other Regulatory Matters” in Note B and Note L to the financial statements in Item 8. In general, the Utilities suspended service disconnections during the COVID-19 pandemic and have since resumed such activities in accordance with applicable law. At December 31, 2025, CECONY’s and O&R’s customer accounts receivables balances of $2,970 million and $120 million, respectively, included aged accounts receivables (balances outstanding in excess of 60 days) of $1,427 million and $27 million, respectively. A continued slow recovery of accounts receivable balances has impacted and is expected to continue to impact the Companies’ liquidity. See “Aged Accounts Receivable Balances,” above. Net income is the result of cash and non-cash (or accrual) transactions. Only cash transactions affect the Companies’ cash flows from operating activities. Principal non-cash charges or credits include depreciation, deferred income tax expense, amortizations of certain regulatory assets and liabilities and accrued unbilled revenue. Non-cash charges or credits may also be accrued under the revenue decoupling and cost reconciliation mechanisms in the Utilities’ New York electric and gas rate plans. See “Rate Plans – CECONY– Electric and Gas" and "Rate Plans – O&R New York – Electric and Gas” in Note B to the financial statements in Item 8. Certain prior period amounts have been reclassified within the Companies' cash flows from operating activities to conform with current period presentation. Net cash flows from operating activities in 2025 for Con Edison were $1,186 million higher than in 2024. The changes in net cash flows for Con Edison primarily reflect: • a decrease in taxes receivable of $278 million; • an increase in other current liabilities of $264 million; • lower accounts receivable – customers, net of $233 million; • an increase in accounts payable of $162 million; • lower net deferred charges, noncurrent assets, leases, net and other regulatory assets balances of $49 million; • a decrease in prepayments of $39 million; • an increase in accrued taxes of $38 million; and • a change in distribution from equity investments $35 million. Net cash flows from operating activities in 2025 for CECONY were $1,171 million higher than in 2024. The changes in net cash flows for CECONY primarily reflect: • a decrease in accounts receivable from (to) affiliated companies of $552 million; • an increase in other current liabilities of $275 million; • lower accounts receivable – customers, net of $241 million; and • an increase in accounts payable of $143 million. The change in net cash flows also reflects the timing of payments for and recovery of energy costs. This timing is reflected within changes to accounts receivable – customers, recoverable and refundable energy costs within other regulatory assets and liabilities and accounts payable balances. Cash Flows Used in Investing Activities The following table summarizes key components of Con Edison's cash flows used in investing activities for the years ended December 31, 2025 and December 31, 2024. 70 CON EDISON ANNUAL REPORT 2025
For the Year Ended December 31, (Millions of Dollars) 2025 2024 Variance INVESTING ACTIVITIES Utility capital expenditures $(4,764) $(4,770) $6 Cost of removal less salvage (481) (474) (7) Non-utility capital expenditures — (1) 1 Proceeds from sale of Broken Bow II, net of cash and cash equivalents sold 45 — 45 Other investing activities (49) (28) (21) NET CASH FLOWS USED IN INVESTING ACTIVITIES $(5,249) $(5,273) $24 Net cash flows used in investing activities for Con Edison were $24 million lower in 2025 than in 2024. The change for Con Edison primarily reflects: • the proceeds from the sale of Broken Bow II, net of cash and cash equivalents sold in 2025 of $45 million; Offset in part by • an increase in other investing activities of ($21 million). The following table summarizes key components of CECONY's cash flows used in investing activities for the years ended December 31, 2025 and December 31, 2024. For the Year Ended December 31, (Millions of Dollars) 2025 2024 Variance INVESTING ACTIVITIES Utility capital expenditures $(4,331) $(4,456) $125 Cost of removal less salvage (469) (467) (2) NET CASH FLOWS USED IN INVESTING ACTIVITIES $(4,800) $(4,923) $123 Net cash flows used in investing activities for CECONY were $123 million lower in 2025 than in 2024. The change for CECONY primarily reflects: • a decrease in utility capital expenditures of $125 million; Offset in part by • higher cost of removal less salvage of ($2 million). Pursuant to their rate plans, the Utilities recover the cost of utility capital expenditures from customers, including an approved rate of return (before and after being placed in service and an allowance for funds used during construction (AFUDC) before being placed in service). Increases in the amount of utility capital expenditures may temporarily increase the amount of short-term debt issued by the Utilities prior to the long-term financing of such amounts. Cash Flows From Financing Activities The following table summarizes key components of Con Edison's cash flows from financing activities for the years ended December 31, 2025 and December 31, 2024. For the Year Ended December 31, (Millions of Dollars) 2025 2024 Variance FINANCING ACTIVITIES Net payment of short-term debt (Maturities 90 days or less) $(895) $(118) $(777) Issuance of short-term debt (Maturities greater than 90 days) 300 — 300 Borrowing under term loan 200 500 (300) Repayment of term loan (200) — (200) Issuance of long-term debt 1,150 2,975 (1,825) Retirement of long-term debt — (477) 477 Debt issuance costs (15) (43) 28 Common stock dividends (1,166) (1,100) (66) Issuance of common shares - public offering 1,308 — 1,308 Issuance of common shares for stock plans 64 60 4 NET CASH FLOWS FROM FINANCING ACTIVITIES $746 $1,797 $(1,051) Net cash flows from financing activities for Con Edison were $1,051 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions: CON EDISON ANNUAL REPORT 2025 71
• a decrease in long-term debt issuances of $1,825 million (reflecting a CECONY issuance of $900 million aggregate principal amount of debentures in November 2025 and an O&R issuance of $250 million aggregate principal amount of debentures in September 2025); • an increase in the net payment of short-term debt (maturities 90 days or less) of $777 million; and • a decrease in term loan borrowings of $300 million, see Note D to the financial statements in Item 8; Offset in part by • an increase in the issuance of common shares of ($1,308 million); and • a decrease in the retirement of long-term debt of ($477 million). Con Edison’s cash flows from financing activities in 2025 and 2024 also reflect the proceeds, and reduction in cash used for reinvested dividends, resulting from the issuance of common shares under the company’s dividend reinvestment, stock purchase and long term incentive plans of $112 million and $109 million, respectively. The following table summarizes key components of CECONY's cash flows from (used in) financing activities for the years ended December 31, 2025 and December 31, 2024. For the Year Ended December 31, (Millions of Dollars) 2025 2024 Variance FINANCING ACTIVITIES Net payment of short-term debt (Maturities 90 days or less) $(754) $(209) $(545) Issuance of short-term debt (Maturities greater than 90 days) 300 — 300 Borrowing under term loan 200 500 (300) Repayment of term loan (200) — (200) Issuance of long-term debt 900 2,850 (1,950) Retirement of long-term debt — (475) 475 Debt issuance costs (14) (42) 28 Capital contribution by Con Edison 1,300 130 1,170 Dividend to Con Edison (1,134) (1,073) (61) NET CASH FLOWS FROM FINANCING ACTIVITIES $598 $1,681 $(1,083) Net cash flows from financing activities for CECONY were $1,083 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions: • a decrease in long-term debt issuances of $1,950 million (reflecting an issuance of $900 million aggregate principal amount of debentures in November 2025); • an increase in the net payment of short-term debt (maturities 90 days or less) of $545 million; and • a decrease in term loan borrowings of $300 million, see Note D to the financial statements in Item 8; Offset in part by • an increase in contributed equity from Con Edison of ($1,170 million); and • a decrease in the retirement of long-term debt of ($475 million). The following table summarizes key components of O&R's cash flows from financing activities for the years ended December 31, 2025 and December 31, 2024. For the Year Ended December 31, (Millions of Dollars) 2025 2024 Variance FINANCING ACTIVITIES Net issuance (payment) of short-term debt $(108) $82 $(190) Issuance of long-term debt 250 125 125 Debt issuance costs (2) (1) (1) Capital contribution by Con Edison 110 45 65 Dividend to Con Edison (68) (68) — NET CASH FLOWS FROM FINANCING ACTIVITIES $182 $183 $(1) Net cash flows from financing activities for O&R were $1 million lower for the year ended December 31, 2025 compared with the 2024 period and reflect the following transactions: • a decrease in the net issuance (payment) of short-term debt of $190 million; Offset in part by • an increase in long-term debt issuance of ($125 million) (reflecting an issuance of $250 million aggregate principal amount of debentures in September 2025); and • an increase in contributed equity from Con Edison of ($65 million). 72 CON EDISON ANNUAL REPORT 2025
Cash flows from financing activities of the Companies also reflect commercial paper issuance and repayments. The commercial paper amounts outstanding at December 31, 2025 and 2024 and the average daily balances for 2025 and 2024 for Con Edison and CECONY were as follows: 2025 2024 (Millions of Dollars, except Weighted Average Yield) Outstanding at December 31 Daily average Outstanding at December 31 Daily average Con Edison $1,575 $804 $2,170 $1,842 CECONY $1,240 $430 $1,694 $1,393 Weighted average yield 3.9% 4.5% 4.7% 5.4% Common stock issuances and external borrowings are sources of liquidity that could be affected by changes in credit ratings, financial performance and capital market conditions. For information about the Companies’ credit ratings and certain financial ratios, see “Capital Requirements and Resources” in Item 1. Capital Requirements and Resources For information about capital requirements, contractual obligations and capital resources, see “Capital Requirements and Resources” in Item 1. Assets, Liabilities and Equity The Companies’ assets, liabilities and equity at December 31, 2025 and 2024 are summarized as follows: CECONY O&R Con Edison Transmission Other (a) Con Edison (b) (Millions of Dollars) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 ASSETS Current assets $6,433 $6,298 $337 $385 $21 $26 $(41) $(45) $6,750 $6,664 Investments 725 684 22 23 462 419 4 — 1,213 1,126 Net plant 51,861 48,983 3,540 3,166 3 17 (1) (1) 55,403 52,165 Other noncurrent assets 10,297 9,685 521 486 2 7 417 429 11,237 10,607 Total Assets $69,316 $65,650 $4,420 $4,060 $488 $469 $379 $383 $74,603 $70,562 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $5,944 $5,559 $396 $467 $18 $7 $256 $400 $6,614 $6,433 Noncurrent liabilities 17,275 16,711 1,242 1,209 (61) (65) (208) (339) 18,248 17,516 Long-term debt 24,060 23,409 1,491 1,242 — — — — 25,551 24,651 Equity 22,037 19,971 1,291 1,142 531 527 331 322 24,190 21,962 Total Liabilities and Equity $69,316 $65,650 $4,420 $4,060 $488 $469 $379 $383 $74,603 $70,562 (a) 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 to the financial statements in Item 8. (b) Represents the consolidated results of operations of Con Edison and its businesses. CECONY Current assets at December 31, 2025 were $135 million higher than at December 31, 2024. The change in current assets primarily reflects an increase in cash and temporary cash investments ($327 million), customer accounts receivable, net of allowance for uncollectible accounts ($128 million) (see "Aged Accounts Receivable Balances,” above), offset in part by a decrease in accounts receivable from affiliated companies ($314 million). Net plant at December 31, 2025 was $2,878 million higher than at December 31, 2024. The change in net plant primarily reflects an increase in electric ($3,106 million), gas ($917 million) and steam ($73 million) plant balances and an increase in construction work in progress ($79 million), offset in part by an increase in accumulated depreciation ($1,002 million) and a decrease in general ($294 million) plant balances. Other noncurrent assets at December 31, 2025 were $612 million higher than at December 31, 2024. The change in other noncurrent assets primarily reflects an increase in the pensions and retiree benefits ($414 million), revenue taxes ($94 million) and environmental investigation and remediation costs ($35 million). See Notes B, E, and F to the financial statements in Item 8. CON EDISON ANNUAL REPORT 2025 73
Current liabilities at December 31, 2025 were $385 million higher than at December 31, 2024. The change in current liabilities primarily reflects an increase in long-term debt due within a year ($250 million), deferred derivative gains ($130 million) and refundable energy costs ($35 million). See Note B to the financial statements in Item 8. Other noncurrent liabilities at December 31, 2025 were $564 million higher than at December 31, 2024. The change in other noncurrent liabilities primarily reflects an increase in the deferred income taxes and unamortized investment tax credits ($581 million), offset in part by a decrease in net unbilled revenue deferrals ($39 million). See Note B to the financial statements in Item 8. Long-term debt at December 31, 2025 was $651 million higher than at December 31, 2024. The change in long- term debt primarily reflects the 2025 issuances of debentures ($900 million), offset in part by reclassification of long- term debt to long term debt due within a year ($250 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8. Equity at December 31, 2025 was $2,066 million higher than at December 31, 2024. The change in equity primarily reflects net income for the year ended December 31, 2025 ($1,906 million), capital contributions from Con Edison ($1,300 million) in 2025 and a change in stock awards ($7 million), offset in part by common stock dividends to Con Edison ($1,134 million) in 2025 and an other comprehensive loss ($13 million). O&R Current assets at December 31, 2025 were $48 million lower than at December 31, 2024. The change in current assets primarily reflects a decrease in regulatory assets ($28 million) and accounts receivable from affiliated companies ($22 million). Net plant at December 31, 2025 was $374 million higher than at December 31, 2024. The change in net plant primarily reflects an increase in electric ($176 million), gas ($86 million) and general ($19 million) plant balances and construction work in progress ($171 million), offset in part by an increase in accumulated depreciation ($78 million). Other noncurrent assets at December 31, 2025 were $35 million higher than at December 31, 2024. The change in other noncurrent assets primarily reflects an increase in pension and retiree benefits ($24 million), fair value of derivative assets ($7 million) and other deferred charges and noncurrent assets ($4 million). Current liabilities at December 31, 2025 were $71 million lower than at December 31, 2024. The change in current liabilities primarily reflects a decrease in notes payable ($108 million) and regulatory liabilities ($18 million), offset in part by an increase in accounts payable ($50 million) and accrued taxes to affiliated companies ($5 million). Noncurrent liabilities at December 31, 2025 were $33 million higher than at December 31, 2024. The change in noncurrent liabilities primarily reflects an increase in deferred income taxes and unamortized investment tax credits ($29 million) and other deferred credits and noncurrent liabilities ($22 million), offset in part by an decrease in regulatory liabilities ($11 million) and fair value of derivative liabilities ($10 million). Long-term debt at December 31, 2025 was $249 million higher than at December 31, 2024. The change in long- term debt primarily reflects the 2025 issuance of debentures ($250 million). See "Liquidity and Capital Resources - Cash Flows From Financing Activities" above and Note C to the financial statements in Item 8. Equity at December 31, 2025 was $149 million higher than at December 31, 2024. The change in equity primarily reflects net income for the year ended December 31, 2025 ($108 million) and capital contributions from Con Edison ($110 million) in 2025, offset in part by common stock dividends to Con Edison ($68 million) in 2025 and an other comprehensive loss ($1 million). 74 CON EDISON ANNUAL REPORT 2025
Con Edison Transmission Investments at December 31, 2025 were $43 million higher than at December 31, 2024. The increase in investments reflects additional investment in New York Transco ($45 million). Net Plant at December 31, 2025 were $14 million lower than at December 31, 2024. The decrease in net plant reflects the impairment loss related to investment in Honeoye ($13 million). Current Liabilities at December 31, 2025 were $11 million higher than at December 31, 2024. The change in current liabilities primarily reflects transaction costs associated with the strategic alternatives review of Con Edison's equity investments in MVP and Honeoye ($17 million). Regulatory Matters For information about the Utilities’ rate plans and other regulatory matters affecting the Companies, see “Utility Regulation” in Item 1 and Note B to the financial statements in Item 8. Risk Factors The Companies’ businesses are influenced by many factors that are difficult to predict, that may be beyond their control and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition. See “Risk Factors” in Item 1A. Critical Accounting Estimates The Companies’ financial statements reflect the application of certain critical accounting estimates, which conform to accounting principles generally accepted in the United States of America. The Companies’ critical accounting estimates include assumptions applied to accounting for: pensions and other postretirement benefits, contingencies, derivative instruments, allowance for uncollectible accounts receivable, asset retirement obligations and income taxes. Also, see “Summary of Significant Accounting Policies and Other Matters” in Note A to the financial statements in Item 8. Accounting for Pensions and Other Postretirement Benefits The Utilities provide pensions and other postretirement benefits to substantially all of their employees and retirees. Con Edison Transmission also provides such benefits to transferred employees who previously worked for the Utilities. The Companies account for these benefits in accordance with the accounting rules for retirement benefits. In addition, the Utilities apply the accounting rules for regulated operations to account for the regulatory treatment of these obligations (which, as described in Note B to the financial statements in Item 8, reconciles the amounts reflected in rates for the costs of the benefit to the costs actually incurred). In applying these accounting policies, the Companies have made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, discount rates, health care cost trends and future compensation. See Notes A, E and F to the financial statements in Item 8 for information about the Companies’ pension and other postretirement benefits, the actuarial assumptions, actual performance, amortization of investment and other actuarial gains and losses and calculated plan costs for 2025, 2024 and 2023. The discount rate for determining the present value of future period benefit payments is determined using a model to match the durations of Aa rated (by either Moody’s or S&P) corporate bonds with the projected stream of benefit payments. In determining the health care cost trend rate, the Companies review actual recent cost trends and projected future trends. The cost of pension and other postretirement benefits in future periods will depend on actual returns on plan assets, assumptions for future periods, contributions and benefit experience. Con Edison’s and CECONY’s current estimates for 2026 are decreases, compared with 2025, in their pension and other postretirement benefits credits of $256 million and $243 million, respectively, largely driven by decreases in the discount rates used to determine plan liabilities. See Notes E and F to the financial statements in Item 8. The following table illustrates the effect on 2026 pension and other postretirement costs of changing the critical actuarial assumptions, while holding all other actuarial assumptions constant: CON EDISON ANNUAL REPORT 2025 75
Actuarial Assumption Change in Assumption Pension Other Postretirement Benefits Total (Millions of Dollars) Increase in accounting cost: Discount rate Con Edison (0.25) % $35 $2 $37 CECONY (0.25) % $34 $1 $35 Expected return on plan assets Con Edison (0.25) % $41 $3 $44 CECONY (0.25) % $39 $2 $41 Future compensation increases Con Edison 0.50 % $28 $— $28 CECONY 0.50 % $28 $— $28 Health care trend rate Con Edison 1.00% $— $12 $12 CECONY 1.00% $— $10 $10 Increase in projected benefit obligation: Discount rate Con Edison (0.25) % $373 $22 $395 CECONY (0.25) % $357 $19 $376 Future compensation increases Con Edison 0.50 % $136 $— $136 CECONY 0.50 % $133 $— $133 Health care trend rate Con Edison 1.00% $— $68 $68 CECONY 1.00% $— $58 $58 A 5 percentage point variation in the actual annual return in 2026, as compared with the expected annual asset return for pension and other postretirement benefits of 6.45 percent and 6.25 percent, respectively, would change pension and other postretirement benefit costs for Con Edison and CECONY by approximately $27 million and $26 million, respectively, in 2027. Pension benefits are provided through a pension plan maintained by Con Edison to which CECONY, O&R and Con Edison Transmission may make contributions for their participating employees. Pension accounting by the Utilities includes an allocation of plan assets. The Companies’ policy is to fund their pension and other postretirement benefit accounting costs to the extent tax deductible, and for the Utilities, to the extent these costs are recovered under their rate plans. The Companies were not required to make cash contributions to the pension plan in 2025 under funding regulations and tax laws. However, CECONY and O&R made discretionary contributions to the pension plan in 2025 of $53 million and $3 million, respectively. In 2026, CECONY and O&R expect to make contributions to the pension plan of $4 million each. See “Expected Contributions” in Notes E and F to the financial statements in Item 8. Accounting for Contingencies The accounting rules for contingencies apply to an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Known material contingencies, which are described in the notes to the financial statements, include certain regulatory matters (Note B), the Utilities’ responsibility for hazardous substances, such as asbestos, PCBs and coal tar that have been used or generated in the course of operations (Note G) and other contingencies (Note H). Inputs to the estimation of the liability for such environmental remediation include the possible selected remedy for each site where investigation is ongoing, the inflation rate related to the cost of inputs to the remediation process, and for those sites where there are other potentially responsible parties, the allocation of costs to the Companies. Inputs to the estimation of the liability for certain regulatory matters include facts specific to each item and the status and progress of discussions with the applicable state regulator. Inputs to the estimation of the liability for other contingencies may include liabilities incurred for similar circumstances and the outcome of legal proceedings. In accordance with the accounting rules, the Companies have accrued estimates of losses relating to the contingencies as to which loss is probable and can be reasonably estimated, and no liability has been accrued for contingencies as to which loss is not probable or cannot be reasonably estimated. 76 CON EDISON ANNUAL REPORT 2025
The Utilities recover costs for asbestos lawsuits, workers’ compensation and environmental remediation pursuant to their rate plans. Generally, changes during the terms of the rate plans to the amounts accrued for these contingencies would not impact earnings. Accounting for Derivative Instruments The Companies apply the accounting rules for derivatives and hedging to their derivative financial instruments. The Companies use derivative financial instruments to hedge market price fluctuations in related underlying transactions for the physical purchase and sale of electricity and gas. The Utilities are permitted by their respective regulators to reflect in rates all reasonably incurred gains and losses on these instruments. See “Financial and Commodity Market Risks,” below and Note Q to the financial statements in Item 8. Where the Companies are required to make mark-to-market estimates pursuant to the accounting rules, the estimates of gains and losses at a particular period end do not reflect the end results of particular transactions and will most likely not reflect the actual gain or loss at the conclusion of a transaction. Substantially all of the estimated gains or losses are based on prices supplied by external sources such as the fair value of exchange-traded futures and options and the fair value of positions for which price quotations are available through or derived from brokers or other market sources. See Note Q to the financial statements in Item 8. Allowance for Uncollectible Accounts The Companies develop expected loss estimates using past events data and consider current conditions and future reasonable and supportable forecasts. 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. The historical write-off rate was determined based on post-pandemic collections and write-off experience. From 2020 through 2025, Con Edison's and CECONY's allowances for uncollectible accounts increased from $70 million and $65 million, respectively, to $507 million and $500 million, respectively. See “The Companies May Be Adversely Affected By Changes To The Utilities’ Rate Plans” in Item 1A, “Aged Accounts Receivable Balances” in Item 7 and “Allowance for Uncollectible Accounts" in Note N to the financial statements in Item 8. Asset Retirement Obligations (AROs) AROs are computed as the present value of the estimated costs for an asset's future retirement and are recorded in the period in which the liability is incurred. The estimated costs are capitalized as part of the related long-lived asset and depreciated over the asset's useful life. CECONY and O&R, as rate-regulated entities, recognize Regulatory Assets or Liabilities as a result of timing differences between the recording of costs and costs recovered through the ratemaking process. Because quoted market prices are not available for AROs, the Companies estimate the fair value of AROs by calculating discounted cash flows that are dependent upon various assumptions including estimated retirement dates, discount rates, inflation rates, the timing and amount of future cash outlays, and currently available technologies. 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. See Note T to the financial statements in Item 8. A 1 percent increase in the assumed inflation rate used to value the ARO liability as of December 31, 2025 would increase the liability by $29 million for Con Edison and CECONY. Accounting for Income Taxes The Companies record provisions for income taxes, deferred tax assets and liabilities, valuation allowances against net deferred tax assets, if any, and reserves for uncertain tax positions. The reporting of tax-related assets and liabilities requires the use of estimates and significant judgments by management. Deferred federal and state tax assets and liabilities are recorded to represent future effects on income taxes for temporary differences between the basis of assets for financial reporting and tax purposes. Although management believes that current estimates for deferred tax assets and liabilities are reasonable, actual results could differ from these estimates for several reasons, including, but not limited to: a change in forecasted financial condition and/or results of operations; changes in income tax laws, enacted tax rates or amounts subject to income tax or state apportionments; the form, CON EDISON ANNUAL REPORT 2025 77
structure, and timing of asset or stock sales or dispositions; changes in the regulatory treatment of any tax reform benefits; and changes resulting from audits and examinations by taxing authorities. Valuation allowances against deferred tax assets are recorded when management concludes it is more likely than not such tax benefit will not be realized in future periods. Accounting for income taxes also requires that only tax benefits for positions taken or expected to be taken on tax returns that meet the more-likely-than-not recognition threshold can be recognized or continue to be recognized. Management evaluates each position solely on the technical merits and facts and circumstances of the position, assuming that the position will be examined by a taxing authority that has full knowledge of all relevant information. Significant judgment is required to determine recognition thresholds and the related amount of tax benefits to be recognized. At each period end, and as new developments occur, management reevaluates its tax positions. Additional interpretations, regulations, amendments, or technical corrections related to the federal income tax code as a result of the Inflation Reduction Act, may impact the estimates for income taxes discussed above. See “Changes To Tax Laws Could Adversely Affect the Companies” in Item 1A, “Inflation Reduction Act” above, “Federal Income Tax” and “State Income Tax” in Note A and Note L to the financial statements in Item 8. Financial and Commodity Market Risks The Companies are subject to various risks and uncertainties associated with financial and commodity markets. The most significant market risks include interest rate risk, commodity price risk and investment risk. Interest Rate Risk The Companies' interest rate risk primarily relates to new debt financing needed to fund capital requirements, including the capital expenditures of the Utilities and maturing debt securities, and variable-rate debt. Con Edison and its subsidiaries manage interest rate risk through the issuance of mostly fixed-rate debt with varying maturities and through opportunistic refinancing of debt. Con Edison and CECONY estimate that at December 31, 2025, a 10 percent increase in interest rates applicable to its variable rate debt would result in an increase in annual interest expense of $10 million and $9 million, respectively. At December 31, 2024, Con Edison and CECONY estimated that a 10 percent increase in interest rates applicable to its variable rate debt would result in an increase in annual interest expense of $15 million and $12 million, respectively. Under CECONY’s electric, gas and steam rate plans, variations in actual variable rate tax-exempt debt interest expense, including costs associated with the refinancing of the variable rate tax-exempt debt, are reconciled to levels reflected in rates. Higher interest rates have resulted in increased interest expense on commercial paper, variable-rate debt and long- term debt issuances. Commodity Price Risk Con Edison’s commodity price risk primarily relates to the purchase and sale of electricity, gas and related derivative instruments. The Utilities apply risk management strategies to mitigate their related exposures. See Note Q to the financial statements in Item 8. Con Edison estimates that, as of December 31, 2025, a 10 percent decline in market prices would result in a decline in fair value of $191 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $175 million is for CECONY and $16 million is for O&R. As of December 31, 2024, Con Edison estimated that a 10 percent decline in market prices would result in a decline in fair value of $150 million for the derivative instruments used by the Utilities to hedge purchases of electricity and gas, of which $137 million is for CECONY and $13 million is for O&R. Con Edison expects that any such change in fair value would be largely offset by directionally opposite changes in the cost of the electricity and gas purchased. The Utilities do not make any margin or profit on the electricity or gas they sell. In accordance with provisions approved by state regulators, the Utilities generally recover from full-service customers the costs they incur for energy purchased for those customers, including gains and losses on certain derivative instruments used to hedge energy purchased and related costs. See “Recoverable Energy Costs” in Note A to the financial statements in Item 8. However, increases in electric and gas commodity prices may contribute to a slower recovery of cash from outstanding customer accounts receivable balances. Investment Risk The Companies’ investment risk relates to the investment of plan assets for their pension and other postretirement benefit plans. Con Edison's investment risk also relates to the investments of Con Edison Transmission that are accounted for under the equity method. See “Critical Accounting Estimates – Accounting for Pensions and Other Postretirement Benefits,” above and “Investments” in Note A and Notes E and F to the financial statements in Item 8. 78 CON EDISON ANNUAL REPORT 2025
The Companies’ current investment policy for pension plan assets includes investment targets of 20 to 34 percent equity securities, 55 to 65 percent debt securities, 14 to 22 percent alternatives. At December 31, 2025, the pension plan investments consisted of 24 percent equity securities, 57 percent debt securities and 19 percent alternatives. For the Utilities’ pension and other postretirement benefit plans, regulatory accounting treatment is generally applied in accordance with the accounting rules for regulated operations. 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 the pension and other postretirement benefit expenses and the amounts for such expenses reflected in rates. O&R also defers such difference pursuant to its New York rate plans. Environmental Matters For information concerning climate change, environmental sustainability, potential liabilities arising from laws and regulations protecting the environment and other environmental matters, see “Environmental Matters” in Item 1 and Note G to the financial statements in Item 8. Material Contingencies For information concerning potential liabilities arising from the Companies’ material contingencies, see “Critical Accounting Estimates – Accounting for Contingencies,” above, and Notes B, G and H to the financial statements in Item 8. Item 7A: Quantitative and Qualitative Disclosures about Market Risk Con Edison For information about Con Edison’s primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see “Financial and Commodity Market Risks,” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A. CECONY For information about CECONY’s primary market risks associated with activities in derivative financial instruments, other financial instruments and derivative commodity instruments, see “Financial and Commodity Market Risks” in Item 7 (which information is incorporated herein by reference). See also “The Companies Require Access To Capital Markets To Satisfy Funding Requirements,” in Item 1A. CON EDISON ANNUAL REPORT 2025 79
Item 8: Financial Statements and Supplementary Data Financial Statements Page Supplementary Financial Information Con Edison Report of Management on Internal Control Over Financial Reporting 81 Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 82 Consolidated Income Statement for the years ended December 31, 2025, 2024, and 2023 84 Consolidated Statement of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 85 Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024, and 2023 86 Consolidated Balance Sheet at December 31, 2025 and 2024 88 Consolidated Statement of Shareholders' Equity for the years ended December 31, 2025, 2024, and 2023 90 Consolidated Statement of Capitalization at December 31, 2025 and 2024 91 CECONY Report of Management on Internal Control Over Financial Reporting 94 Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 95 Consolidated Income Statement for the years ended December 31, 2025, 2024, and 2023 97 Consolidated Statement of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 98 Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024, and 2023 99 Consolidated Balance Sheet at December 31, 2025 and 2024 100 Consolidated Statement of Shareholder’s Equity for the years ended December 31, 2025, 2024, and 2023 102 Consolidated Statement of Capitalization at December 31, 2025 and 2024 103 Notes to the Financial Statements 106 Note A - Summary of Significant Accounting Policies and Other Matters 107 Note B - Regulatory Matters 113 Note C - Capitalization 131 Note D - Short-Term Borrowing 132 Note E - Pension Benefits 133 Note F - Other Postretirement Benefits 139 Note G - Environmental Matters 144 Note H - Material Contingencies 146 Note I - Electricity and Gas Purchase Agreements 146 Note J - Leases 148 Note K - Goodwill 149 Note L - Income Tax 150 Note M - Revenue Recognition 155 Note N - Current Expected Credit Losses 156 Note O - Stock-Based Compensation 157 Note P - Financial Information by Business Segment 161 Note Q - Derivative Instruments and Hedging Activities 164 Note R - Fair Value Measurements 166 Note S - Variable Interest Entities 168 Note T - Asset Retirement Obligations 169 Note U - Related Party Transactions 170 Note V - New Financial Accounting Standards 171 Note W - Dispositions 171 Note X - Held-for-Sale Treatment of the Clean Energy Businesses 173 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 2023 175 All other schedules are omitted because they are not applicable or the required information is shown in financial statements or notes thereto. 80 CON 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 2025 81
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. 82 CON 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 2025 83
Consolidated Edison, Inc. Consolidated Income Statement For the Years Ended December 31, (Millions of Dollars/Except Share Data) 2025 2024 2023 OPERATING REVENUES Electric $12,602 $11,568 $10,835 Gas 3,610 3,107 3,127 Steam 703 578 569 Non-utility 3 3 132 TOTAL OPERATING REVENUES 16,918 15,256 14,663 OPERATING EXPENSES Purchased power 2,945 2,569 2,541 Fuel 261 170 282 Gas purchased for resale 899 599 829 Other operations and maintenance 3,804 3,751 3,606 Depreciation and amortization 2,321 2,155 2,031 Taxes, other than income taxes 3,757 3,280 3,043 TOTAL OPERATING EXPENSES 13,987 12,524 12,332 Gain (Loss) on sale of the Clean Energy Businesses — (62) 865 Gain on the sale of an interest in a solar electric production project 4 — — OPERATING INCOME 2,935 2,670 3,196 OTHER INCOME (DEDUCTIONS) Investment income 63 62 62 Other income 837 635 834 Allowance for equity funds used during construction 69 38 26 Other deductions (74) (80) (92) TOTAL OTHER INCOME 895 655 830 INCOME BEFORE INTEREST AND INCOME TAX EXPENSE 3,830 3,325 4,026 INTEREST EXPENSE (INCOME) Interest on long-term debt 1,176 1,084 962 Other interest expense 119 166 113 Allowance for borrowed funds used during construction (62) (63) (52) NET INTEREST EXPENSE 1,233 1,187 1,023 INCOME BEFORE INCOME TAX EXPENSE 2,597 2,138 3,003 INCOME TAX EXPENSE 574 318 487 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) 357.4 346.0 347.7 AVERAGE NUMBER OF SHARES OUTSTANDING—DILUTED (IN MILLIONS) 358.7 347.3 349.3 The accompanying notes are an integral part of these financial statements. 84 CON EDISON ANNUAL REPORT 2025
Consolidated Edison, Inc. Consolidated Statement of Comprehensive Income For the Years Ended December 31, (Millions of Dollars) 2025 2024 2023 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 2025 85
Consolidated Edison, Inc. Consolidated Statement of Cash Flows For the Years Ended December 31, (Millions of Dollars) 2025 2024 2023 OPERATING ACTIVITIES Net income $2,023 $1,820 $2,516 PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME Depreciation and amortization 2,321 2,155 2,031 Deferred income taxes 590 416 132 Rate case amortization and accruals 258 201 92 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 deferrals 15 75 (48) Other receivables, net and other current assets (33) 71 140 Taxes receivable 134 (144) 3 Prepayments 64 25 (200) Accounts payable 161 (1) (285) Pensions and retiree benefits obligations, net (582) (284) (179) Pensions and retiree benefits contributions (61) (26) (33) Accrued taxes 33 (5) (13) Accrued interest 24 28 (7) Superfund and other environmental costs, net (22) (43) (12) Distributions from equity investments 70 35 31 Deferred charges, noncurrent assets, leases, net and other regulatory assets (721) (797) (1,200) Deferred credits, noncurrent liabilities and other regulatory liabilities 448 475 196 Other current liabilities 163 (101) 213 NET CASH FLOWS FROM OPERATING ACTIVITIES 4,800 3,614 2,156 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 sold 45 — 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 loan 200 500 200 Repayment of term loan (200) — (750) Issuance of long-term debt 1,150 2,975 2,050 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 offering 1,308 — — Issuance of common shares for stock plans 64 60 56 Repurchase of common shares — — (1,000) Distribution to noncontrolling interest — — (4) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES 746 1,797 (1,488) CASH, TEMPORARY CASH INVESTMENTS, AND RESTRICTED CASH: NET CHANGE FOR THE PERIOD 297 138 (335) BALANCE AT BEGINNING OF PERIOD 1,333 1,195 1,530 BALANCE AT END OF PERIOD $1,630 $1,333 $1,195 LESS: CASH AND RESTRICTED CASH BALANCES HELD FOR SALE — 9 5 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: 86 CON EDISON ANNUAL REPORT 2025
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 2025 87
Consolidated Edison, Inc. Consolidated Balance Sheet (Millions) December 31, 2025 December 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, respectively 2,583 2,440 Other receivables, net allowance for uncollectible accounts of $35 and $41 in 2025 and 2024, respectively 232 292 Taxes receivable 11 145 Accrued unbilled revenue 821 848 Fuel oil, gas in storage, materials and supplies, at average cost 530 485 Prepayments 381 445 Regulatory assets 103 141 Revenue decoupling mechanism receivable 213 202 Fair value of derivative assets 86 15 Assets held for sale — 133 Other current assets 161 194 TOTAL CURRENT ASSETS 6,750 6,664 INVESTMENTS 1,213 1,126 UTILITY PLANT, AT ORIGINAL COST Electric 44,488 41,206 Gas 16,127 15,127 Steam 3,260 3,187 General 4,576 4,851 TOTAL 68,451 64,371 Less: Accumulated depreciation 16,463 15,384 Net 51,988 48,987 Construction work in progress 3,414 3,165 NET UTILITY PLANT 55,402 52,152 NON-UTILITY PLANT Non-utility property, net accumulated depreciation of $25 in 2025 and 2024 1 12 Construction work in progress — 1 NET PLANT 55,403 52,165 OTHER NONCURRENT ASSETS Goodwill 406 408 Regulatory assets 5,599 5,523 Pension and retiree benefits 4,227 3,791 Operating lease right-of-use asset 489 493 Fair value of derivative assets 126 27 Other deferred charges and noncurrent assets 390 365 TOTAL OTHER NONCURRENT ASSETS 11,237 10,607 TOTAL ASSETS $74,603 $70,562 The accompanying notes are an integral part of these financial statements. 88 CON EDISON ANNUAL REPORT 2025
Consolidated Edison, Inc. Consolidated Balance Sheet (Millions) December 31, 2025 December 31, 2024 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Long-term debt due within one year $250 $— Term loan 500 500 Notes payable 1,575 2,170 Accounts payable 1,947 1,676 Customer deposits 498 412 Accrued taxes 104 70 Accrued interest 223 199 Accrued wages 140 127 Fair value of derivative liabilities 46 52 Regulatory liabilities 249 102 System benefit charge 415 447 Operating lease liabilities 123 118 Liabilities held for sale — 79 Other current liabilities 544 481 TOTAL CURRENT LIABILITIES 6,614 6,433 NONCURRENT LIABILITIES Provision for injuries and damages 201 181 Pensions and retiree benefits 564 551 Superfund and other environmental costs 1,079 1,037 Asset retirement obligations 478 453 Fair value of derivative liabilities 8 96 Deferred income taxes and unamortized investment tax credits 9,619 8,874 Operating lease liabilities 377 386 Regulatory liabilities 5,374 5,444 Other deferred credits and noncurrent liabilities 548 494 TOTAL NONCURRENT LIABILITIES 18,248 17,516 LONG-TERM DEBT 25,551 24,651 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, respectively 39 38 Treasury stock, $0.10 par value, 34 shares (2,017) (2,017) Additional paid-in-capital 11,436 9,986 Retained earnings 14,857 14,048 Accumulated other comprehensive income 15 29 Capital stock expense (140) (122) TOTAL SHAREHOLDERS' EQUITY 24,190 21,962 TOTAL LIABILITIES AND EQUITY $74,603 $70,562 The accompanying notes are an integral part of these financial statements. CON EDISON ANNUAL REPORT 2025 89
Consolidated Edison, Inc. Consolidated Statement of Shareholders' Equity (In Millions, except for dividends per share) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Capital Stock Expense Accumulated Other Comprehensive Income (Loss) Non- controlling InterestShares Amount Shares Amount Total BALANCE AS OF DECEMBER 31, 2022 355 $37 $9,803 $11,985 23 ($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 plans 1 89 89 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, 2023 345 $37 $9,861 $13,377 34 ($2,017) ($122) $22 $— $21,158 Net income 1,820 1,820 Common stock dividends ($3.32 per share) (1,149) (1,149) Issuance of common shares for stock plans 2 1 112 113 Other comprehensive income 7 7 Stock Awards 13 13 BALANCE AS OF DECEMBER 31, 2024 347 $38 $9,986 $14,048 34 ($2,017) ($122) $29 $— $21,962 Net income 2,023 2,023 Common stock dividends ($3.40 per share) (1,214) (1,214) Issuance of common shares - public offering 13 1,326 (18) 1,308 Issuance of common shares for stock plans 1 1 116 117 Other comprehensive loss (14) (14) Stock Awards 8 8 BALANCE AS OF DECEMBER 31, 2025 361 $39 $11,436 $14,857 34 ($2,017) ($140) $15 $— $24,190 The accompanying notes are an integral part of these financial statements. 90 CON EDISON ANNUAL REPORT 2025
Consolidated Edison, Inc. Consolidated Statement of Capitalization Shares outstanding December 31, At December 31, (In Millions) 2025 2024 2025 2024 TOTAL SHAREHOLDERS' EQUITY BEFORE ACCUMULATED OTHER COMPREHENSIVE INCOME 361 347 $24,175 $21,933 Pension and other postretirement benefit plan liability adjustments, net of taxes 16 30 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 TAXES 15 29 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 2025 91
Consolidated Edison, Inc. Consolidated Statement of Capitalization LONG-TERM DEBT (Millions of Dollars) At December 31, Maturity Interest Rate Series 2025 2024 DEBENTURES: 2026 2.90 2016B $250 $250 2027 6.50 1997F 80 80 2027 3.125 2017B 350 350 2027 4.254 (a) 2024C 350 350 2028 3.80 2018A 300 300 2028 4.00 2018D 500 500 2029 2.94 2019B 44 44 2030 3.35 2020A 600 600 2030 2.02 2020A 35 35 2031 2.40 2021A 900 900 2031 2.31 2021A 45 45 2032 5.70 2022A 100 100 2033 5.875 2003A 175 175 2033 5.10 2003C 200 200 2033 5.20 2023A 500 500 2034 5.70 2004B 200 200 2034 5.50 2023B 600 600 2034 5.375 2024A 400 400 2035 5.30 2005A 350 350 2035 5.25 2005B 125 125 2035 5.125 2024D 450 450 2036 5.85 2006A 400 400 2036 6.20 2006B 400 400 2036 5.70 2006E 250 250 2037 6.30 2007A 525 525 2038 6.75 2008B 600 600 2039 6.00 2009B 60 60 2039 5.50 2009C 600 600 2039 3.46 2019C 38 38 2040 5.70 2010B 350 350 2040 5.50 2010B 115 115 2042 4.20 2012A 400 400 2043 3.95 2013A 700 700 2044 4.45 2014A 850 850 2045 4.50 2015A 650 650 2045 4.95 2015A 120 120 2045 4.69 2015B 100 100 2046 3.85 2016A 550 550 2046 3.88 2016A 75 75 2047 3.875 2017A 500 500 2048 4.65 2018E 600 600 2048 4.35 2018A 125 125 2048 4.35 2018B 25 25 2049 4.125 2019A 700 700 2049 3.73 2019A 43 43 2050 3.95 2020B 1,000 1,000 2050 3.24 2020B 40 40 2051 3.17 2021B 30 30 2051 3.20 2021C 600 600 2052 6.15 2022A 700 700 2053 5.90 2023C 900 900 92 CON EDISON ANNUAL REPORT 2025
2053 6.59 2023A 50 50 2054 5.70 2024B 1,000 1,000 2054 5.41 2024A 125 125 2054 4.625 2014C 750 750 2055 5.50 2024E 650 650 2055 5.99 2025A 250 — 2055 5.75 2025A 900 — 2056 4.30 2016C 500 500 2057 4.00 2017C 350 350 2058 4.50 2018B 700 700 2059 3.70 2019B 600 600 2060 3.00 2020C 600 600 2061 3.60 2021B 750 750 TOTAL DEBENTURES $25,825 $24,675 TAX-EXEMPT DEBT - Notes issued to New York State Energy Research and Development Authority for Facilities Revenue Bonds: 2039 2.23 (b) 2004C 99 99 2039 2.20 (b) 2005A 126 126 TOTAL TAX-EXEMPT DEBT 225 225 2039 4.82 (c) Broken Bow II — 59 TOTAL PROJECT DEBT — 59 Unamortized debt expense (179) (179) Unamortized debt discount (70) (70) TOTAL 25,801 24,710 Less: Long-term debt due within one year 250 — TOTAL LONG-TERM DEBT 25,551 24,710 Less: Held for sale project debt, net (c) — 59 TOTAL LONG-TERM DEBT EXCLUDING HELD FOR SALE 25,551 24,651 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 2025 93
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 94 CON 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 2025 95
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. 96 CON EDISON ANNUAL REPORT 2025
Consolidated Edison Company of New York, Inc. Consolidated Income Statement For the Years Ended December 31, (Millions of Dollars) 2025 2024 2023 OPERATING REVENUES Electric $11,670 $10,717 $10,078 Gas 3,278 2,834 2,829 Steam 703 578 569 TOTAL OPERATING REVENUES 15,651 14,129 13,476 OPERATING EXPENSES Purchased power 2,566 2,279 2,294 Fuel 261 170 282 Gas purchased for resale 770 524 677 Other operations and maintenance 3,394 3,353 3,176 Depreciation and amortization 2,193 2,037 1,924 Taxes, other than income taxes 3,655 3,173 2,946 TOTAL OPERATING EXPENSES 12,839 11,536 11,299 OPERATING INCOME 2,812 2,593 2,177 OTHER INCOME (DEDUCTIONS) Investment and other income 790 603 759 Allowance for equity funds used during construction 63 33 22 Other deductions (56) (58) (49) TOTAL OTHER INCOME 797 578 732 INCOME BEFORE INTEREST AND INCOME TAX EXPENSE 3,609 3,171 2,909 INTEREST EXPENSE (INCOME) Interest on long-term debt 1,112 1,029 886 Other interest expense 103 138 108 Allowance for borrowed funds used during construction (56) (58) (49) NET INTEREST EXPENSE 1,159 1,109 945 INCOME BEFORE INCOME TAX EXPENSE 2,450 2,062 1,964 INCOME TAX EXPENSE 544 314 358 NET INCOME $1,906 $1,748 $1,606 The accompanying notes are an integral part of these financial statements. CON EDISON ANNUAL REPORT 2025 97
Consolidated Edison Company of New York, Inc. Consolidated Statement of Comprehensive Income For the Years Ended December 31, (Millions of Dollars) 2025 2024 2023 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. 98 CON 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) 2025 2024 2023 OPERATING ACTIVITIES Net income $1,906 $1,748 $1,606 PRINCIPAL NON-CASH CHARGES (CREDITS) TO INCOME Depreciation and amortization 2,193 2,037 1,924 Deferred income taxes 435 464 556 Rate case amortization and accruals 263 179 72 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 deferrals 15 64 (47) Other receivables, net and other current assets (105) 92 (142) Accounts receivable from (to) affiliated companies 314 (238) (100) Prepayments 66 (66) (106) Accounts payable 151 8 (137) Accounts payable from (to) affiliated companies 13 6 (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 taxes 30 10 (35) Accrued taxes to affiliated companies 1 — (88) Accrued interest 21 26 25 Deferred charges, noncurrent assets, leases, net and other regulatory assets (699) (677) (1,142) Deferred credits, noncurrent liabilities and other regulatory liabilities 414 447 199 Other current liabilities 176 (99) 239 NET CASH FLOWS FROM OPERATING ACTIVITIES 4,529 3,358 2,285 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 loan 200 500 — Repayment of term loan (200) — — Issuance of long-term debt 900 2,850 2,000 Retirement of long-term debt — (475) — Debt issuance costs (14) (42) (31) Capital contribution by Con Edison 1,300 130 1,720 Dividend to Con Edison (1,134) (1,073) (1,056) NET CASH FLOWS FROM FINANCING ACTIVITIES 598 1,681 2,236 CASH AND TEMPORARY CASH INVESTMENTS NET CHANGE FOR THE PERIOD 327 116 82 BALANCE AT BEGINNING OF PERIOD 1,254 1,138 1,056 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 2025 99
Consolidated Edison Company of New York, Inc. Consolidated Balance Sheet (Millions) December 31, 2025 December 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, respectively 2,470 2,342 Other receivables, net allowance for uncollectible accounts of $27 and $38 in 2025 and 2024, respectively 213 216 Accrued unbilled revenue 769 803 Accounts receivable from affiliated companies 70 384 Fuel oil, gas in storage, materials and supplies, at average cost 477 429 Prepayments 329 395 Regulatory assets 95 106 Revenue decoupling mechanism receivable 202 177 Fair value of derivative assets 74 11 Other current assets 153 181 TOTAL CURRENT ASSETS 6,433 6,298 INVESTMENTS 725 684 UTILITY PLANT, AT ORIGINAL COST Electric 41,853 38,747 Gas 14,851 13,934 Steam 3,260 3,187 General 4,226 4,520 TOTAL 64,190 60,388 Less: Accumulated depreciation 15,321 14,319 Net 48,869 46,069 Construction work in progress 2,991 2,912 NET UTILITY PLANT 51,860 48,981 NON-UTILITY PROPERTY Non-utility property, net accumulated depreciation of $25 in 2025 and 2024 1 2 NET PLANT 51,861 48,983 OTHER NONCURRENT ASSETS Regulatory assets 5,235 5,158 Operating lease right-of-use asset 488 492 Pension and retiree benefits 4,106 3,692 Fair value of derivative assets 117 25 Other deferred charges and noncurrent assets 351 318 TOTAL OTHER NONCURRENT ASSETS 10,297 9,685 TOTAL ASSETS $69,316 $65,650 The accompanying notes are an integral part of these financial statements. 100 CON EDISON ANNUAL REPORT 2025
Consolidated Edison Company of New York, Inc. Consolidated Balance Sheet (Millions) December 31, 2025 December 31, 2024 LIABILITIES AND SHAREHOLDER’S EQUITY CURRENT LIABILITIES Long-term debt due within one year $250 $— Term Loan 500 500 Notes payable 1,240 1,694 Accounts payable 1,752 1,534 Accounts payable to affiliated companies 35 22 Customer deposits 481 397 Accrued taxes 95 65 Accrued taxes to affiliated companies 2 1 Accrued interest 206 185 Accrued wages 128 116 Fair value of derivative liabilities 41 44 Regulatory liabilities 205 40 System benefit charge 382 406 Operating lease liabilities 122 118 Other current liabilities 505 437 TOTAL CURRENT LIABILITIES 5,944 5,559 NONCURRENT LIABILITIES Provision for injuries and damages 197 176 Pensions and retiree benefits 522 506 Superfund and other environmental costs 980 942 Asset retirement obligations 476 452 Fair value of derivative liabilities 6 84 Deferred income taxes and unamortized investment tax credits 9,400 8,819 Operating lease liabilities 377 386 Regulatory liabilities 4,879 4,940 Other deferred credits and noncurrent liabilities 438 406 TOTAL NONCURRENT LIABILITIES 17,275 16,711 LONG-TERM DEBT 24,060 23,409 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 235 589 589 Repurchased Con Edison Stock (962) (962) Additional paid-in-capital 10,604 9,281 Retained earnings 11,887 11,115 Accumulated other comprehensive income (3) 10 Capital stock expense (78) (62) TOTAL SHAREHOLDER'S EQUITY 22,037 19,971 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 2025 101
Consolidated Edison Company of New York, Inc. Consolidated Statement of Shareholder’s Equity (In Millions) Common Stock Additional Paid-In Capital Retained Earnings Repurchased Con Edison Stock Capital Stock Expense Accumulated Other Comprehensive Income (Loss) TotalShares Amount BALANCE AS OF DECEMBER 31, 2022 235 $589 $7,419 $9,890 $(962) $(62) $4 $16,878 Net income 1,606 1,606 Common stock dividend to Con Edison (1,056) (1,056) Capital contribution by Con Edison 1,720 1,720 Other comprehensive loss (2) (2) BALANCE AS OF DECEMBER 31, 2023 235 589 9,139 10,440 (962) (62) 2 19,146 Net income 1,748 1,748 Common stock dividend to Con Edison (1,073) (1,073) Capital contribution by Con Edison 130 130 Other comprehensive income 8 8 Stock awards 12 12 BALANCE AS OF DECEMBER 31, 2024 235 589 9,281 11,115 (962) (62) 10 19,971 Net income 1,906 1,906 Common stock dividend to Con Edison (1,134) (1,134) Capital contribution by Con Edison 1,316 (16) 1,300 Other comprehensive loss (13) (13) Stock awards 7 7 BALANCE AS OF DECEMBER 31, 2025 235 $589 $10,604 $11,887 $(962) $(78) $(3) $22,037 The accompanying notes are an integral part of these financial statements. 102 CON EDISON ANNUAL REPORT 2025
Consolidated Edison Company of New York, Inc. Consolidated Statement of Capitalization Shares outstanding December 31, At December 31, (In Millions) 2025 2024 2025 2024 TOTAL SHAREHOLDER'S EQUITY BEFORE ACCUMULATED OTHER COMPREHENSIVE INCOME 235 235 $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 2025 103
Consolidated Edison Company of New York, Inc. Consolidated Statement of Capitalization LONG-TERM DEBT (Millions of Dollars) At December 31, Maturity Interest Rate Series 2025 2024 DEBENTURES: 2026 2.90 2016B $250 $250 2027 3.125 2017B 350 350 2027 4.254 (a) 2024C 350 350 2028 3.80 2018A 300 300 2028 4.00 2018D 500 500 2030 3.35 2020A 600 600 2031 2.40 2021A 900 900 2033 5.875 2003A 175 175 2033 5.10 2003C 200 200 2033 5.20 2023A 500 500 2034 5.70 2004B 200 200 2034 5.50 2023B 600 600 2034 5.375 2024A 400 400 2035 5.30 2005A 350 350 2035 5.25 2005B 125 125 2035 5.125 2024D 450 450 2036 5.85 2006A 400 400 2036 6.20 2006B 400 400 2036 5.70 2006E 250 250 2037 6.30 2007A 525 525 2038 6.75 2008B 600 600 2039 5.50 2009C 600 600 2040 5.70 2010B 350 350 2042 4.20 2012A 400 400 2043 3.95 2013A 700 700 2044 4.45 2014A 850 850 2045 4.50 2015A 650 650 2046 3.85 2016A 550 550 2047 3.875 2017A 500 500 2048 4.65 2018E 600 600 2049 4.125 2019A 700 700 2050 3.95 2020B 1,000 1,000 2051 3.20 2021C 600 600 2052 6.15 2022A 700 700 2053 5.90 2023C 900 900 2054 5.70 2024B 1,000 1,000 2054 4.625 2014C 750 750 2055 5.50 2024E 650 650 2055 5.75 2025A 900 — 2056 4.30 2016C 500 500 2057 4.00 2017C 350 350 2058 4.50 2018B 700 700 2059 3.70 2019B 600 600 2060 3.00 2020C 600 600 2061 3.60 2021B 750 750 TOTAL DEBENTURES 24,325 23,425 TAX-EXEMPT DEBT – Notes issued to New York State Energy Research and Development Authority for Facilities Revenue Bonds: 2039 2.23 (b) 2004C 99 99 2039 2.20 (b) 2005A 126 126 TOTAL TAX-EXEMPT DEBT 225 225 Unamortized debt expense (171) (171) Unamortized debt discount (69) (70) TOTAL 24,310 23,409 Less: Long-term debt due within one year 250 — 104 CON EDISON ANNUAL REPORT 2025
TOTAL LONG-TERM DEBT 24,060 23,409 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 2025 105
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. 106 CON 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) 2025 2024 2023 Con Edison $464 $437 $409 CECONY 451 425 396 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 2025 107
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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Electric Generation $597 $577 $597 $577 Transmission 5,600 5,072 5,223 4,703 Distribution 26,696 25,129 25,214 23,770 General 404 174 404 174 Energy Storage 73 — 67 — Gas (a) 13,558 12,703 12,629 11,830 Steam 2,009 2,006 2,009 2,006 General 2,974 3,249 2,657 2,940 Held for future use 77 77 69 69 Construction work in progress 3,414 3,165 2,991 2,912 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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Prepayments (a)(b) $68 $57 $65 $54 Other Deferred Charges and Noncurrent Assets (a)(b) 279 254 260 243 (a) Amortization on these assets is computed using the straight-line method for financial statement purposes over their estimated useful lives. 108 CON 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 2025 109
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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Supplemental retirement income plan assets (b) $620 $583 $598 $560 Con Edison Transmission's investment in New York Transco (d) 294 254 — — Con Edison Transmission's investment in MVP (a) (d) 168 166 — — Deferred income plan assets 125 116 125 116 Virginia Tax Equity Interest (c) 5 4 — — Other 1 3 2 8 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. 110 CON EDISON ANNUAL REPORT 2025
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 2025 111
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) 2025 2024 2023 Net income for common stock $2,023 $1,820 $2,519 Weighted average common shares outstanding – basic 357.4 346.0 347.7 Add: Incremental shares attributable to effect of potentially dilutive securities 1.3 1.3 1.6 Adjusted weighted average common shares outstanding – diluted 358.7 347.3 349.3 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) 2025 2024 Cash and temporary cash investments $1,629 $1,324 Restricted cash (a) 1 9 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. 112 CON 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. CON EDISON ANNUAL REPORT 2025 113
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). 114 CON 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. CON EDISON ANNUAL REPORT 2025 115
The following tables contain a summary of the Utilities’ rate plans: CECONY – Electric Effective period January 2023 – December 2025 January 2026 – December 2028 (m) Base rate changes Yr. 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 liabilities Yr. 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 sources 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 - $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 mechanisms Continuation 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 costs Continuation of current rate recovery of purchased power and fuel costs. Continuation of current rate recovery of purchased power and fuel costs. Negative revenue adjustments Potential 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 reconciliations Reconciliation 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). 116 CON EDISON ANNUAL REPORT 2025
Net utility plant reconciliations Target 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 base Yr. 1 - $26,095 million Yr. 2 - $27,925 million Yr. 3 - $29,362 million Yr. 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 percent Yr. 1 - 6.98 percent Yr. 2 - 7.04 percent Yr. 3 - 7.10 percent Authorized return on common equity 9.25 percent 9.40 percent Actual return on common equity (l) Yr. 1 – 9.46 percent Yr. 2 – 9.21 percent Yr. 3 – 9.36 percent Earnings sharing 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. 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 debt Yr. 1 – 4.46 percent Yr. 2 – 4.54 percent Yr. 3 – 4.64 percent Yr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent Common equity ratio 48 percent 48 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. CON EDISON ANNUAL REPORT 2025 117
(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. 118 CON EDISON ANNUAL REPORT 2025
CECONY – Gas Effective period January 2023 – December 2025 January 2026 – December 2028 (p) Base rate changes Yr. 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 liabilities Yr. 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 sources Retention 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 mechanism Continuation 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 costs Continuation of current rate recovery of purchased gas costs. Continuation of current rate recovery of purchased gas costs. Negative revenue adjustments Potential 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 reconciliations Reconciliation 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 reconciliations Target 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 base Yr. 1 – $9,647 million Yr. 2 – $10,428 million Yr. 3 – $11,063 million Yr. 1 - $11,485 million Yr. 2 - $12,050 million Yr. 3 - $12,615 million CON EDISON ANNUAL REPORT 2025 119
Weighted average cost of capital (after-tax) Yr. 1 – 6.75 percent Yr. 2 – 6.79 percent Yr. 3 – 6.85 percent Yr. 1 – 6.98 percent Yr. 2 – 7.04 percent Yr. 3 – 7.10 percent Authorized return on common equity 9.25 percent 9.40 percent Actual return on common equity (e) (k) Yr. 1 – 9.00 percent Yr. 2 – 9.82 percent Yr. 3 – 9.45 percent Earnings sharing 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. 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 debt Yr. 1 – 4.46 percent Yr. 2 – 4.54 percent Yr. 3 – 4.64 percent Yr. 1 – 4.78 percent Yr. 2 – 4.90 percent Yr. 3 – 5.01 percent Common equity ratio 48 percent 48 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. 120 CON EDISON ANNUAL REPORT 2025
CECONY – Steam Effective period January 2014 – December 2016 (g) November 2023 – October 2026 Base rate changes Yr. 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 – None Yr. 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 years Yr. 1 – $15 million (b) Yr. 2 – $3 million (b) Yr. 3 – $3 million (b) Weather Normalization Adjustment Implementation of a weather normalization adjustment to reflect normal weather conditions during the heating season. Recoverable energy costs Current rate recovery of purchased power and fuel costs. Continuation of current rate recovery of purchased power and fuel costs. Negative revenue adjustments Potential 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 reconciliations Target 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 base Yr. 1 – $1,511 million Yr. 2 – $1,547 million Yr. 3 – $1,604 million Yr. 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 percent Yr. 1 - 6.78 percent Yr. 2 - 6.81 percent Yr. 3 - 6.83 percent Authorized return on common equity 9.3 percent 9.25 percent CON EDISON ANNUAL REPORT 2025 121
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 sharing Weather 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 debt Yr. 1 – 5.17 percent Yr. 2 – 5.23 percent Yr. 3 – 5.39 percent Yr. 1 – 4.51 percent Yr. 2 – 4.58 percent Yr. 3 – 4.62 percent Common equity ratio 48 percent 48 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. 122 CON EDISON ANNUAL REPORT 2025
O&R New York – Electric Effective period January 2022 – December 2024 January 2025 – December 2027 Base rate changes Yr. 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 liabilities Yr. 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 sources Potential 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 mechanisms Continuation 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 costs Continuation of current rate recovery of purchased power and fuel costs. Continuation of current rate recovery of purchased power and fuel costs. Negative revenue adjustments Potential 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 reconciliations Reconciliation 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 reconciliations Target 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 base Yr. 1 – $1,021 million Yr. 2 – $1,044 million Yr. 3 – $1,144 million Yr. 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 percent Yr. 1 – 7.25 percent Yr. 2 – 7.28 percent Yr. 3 – 7.31 percent Authorized return on common equity 9.2 percent 9.75 percent Actual return on common equity (k) Yr. 1 – 8.96 percent Yr. 2 – 8.73 percent Yr. 3 – 9.86 percent Yr. 1 – 8.98 percent CON EDISON ANNUAL REPORT 2025 123
Earnings sharing Most 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 debt Yr. 1 – 4.58 percent Yr. 2 – 4.51 percent Yr. 3 – 4.49 percent Yr. 1 – 4.95 percent Yr. 2 – 5.01 percent Yr. 3 – 5.08 percent Common equity ratio 48 percent 48 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. 124 CON EDISON ANNUAL REPORT 2025
O&R New York – Gas Effective period January 2022 – December 2024 January 2025 – December 2027 Base rate changes Yr. 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 liabilities Yr. 1 – $0.8 million Yr. 2 – $0.7 million Yr. 3 – $0.3 million Yr. 1 – $8.4 million Yr. 2 – $8.2 million Yr. 3 – $8.0 million Other revenue sources Potential 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 mechanisms Continuation 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 costs Continuation of current rate recovery of purchased gas costs. Continuation of current rate recovery of purchased gas costs. Negative revenue adjustments Potential 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 reconciliations Reconciliation 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 reconciliations Target 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 base Yr. 1 – $566 million Yr. 2 – $607 million Yr. 3 – $694 million Yr. 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 percent Yr. 1 – 7.25 percent Yr. 2 – 7.28 percent Yr. 3 – 7.31 percent Authorized return on common equity 9.2 percent 9.75 percent CON EDISON ANNUAL REPORT 2025 125
Actual return on common equity (h) Yr. 1 – 10.01 percent Yr. 2 – 10.40 percent Yr. 3 – 9.91 percent Yr. 1 - 9.63 percent Earnings sharing Most 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 debt Yr. 1 – 4.58 percent Yr. 2 – 4.51 percent Yr. 3 – 4.49 percent Yr. 1 – 4.95 percent Yr. 2 – 5.01 percent Yr. 3 – 5.08 percent Common equity ratio 48 percent 48 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. 126 CON 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 period January 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 costs Current rate recovery of purchased power costs. Cost reconciliations Reconciliation 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 equity 9.6 percent Actual return on common equity Yr. 1 - 9.6 percent Yr. 2 - 9.7 percent Yr. 3 - 8.3 percent Yr. 4 - 7.5 percent Cost of long-term debt 4.74 percent Common equity ratio 48.51 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 2025 127
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. 128 CON 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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Regulatory assets Energy efficiency and other clean energy programs (a) $1,994 $1,689 $1,893 $1,601 Customer account deferrals (b) 1,089 1,073 1,084 1,058 Environmental investigation and remediation costs 1,079 1,038 987 952 Revenue taxes 638 540 611 517 Legacy meters (c) 382 413 370 398 Property tax reconciliation (d) 101 131 97 131 Deferred storm costs (e) 85 147 1 53 Deferred derivative losses-long-term 18 106 15 94 Unrecognized pension and other postretirement costs 4 — — — MTA power reliability deferral (f) — 31 — 31 Pension and other postretirement benefits deferrals — 2 — 2 Other 209 353 177 321 Regulatory assets - noncurrent 5,599 5,523 5,235 5,158 Deferred derivative losses - short term 97 102 90 92 Recoverable energy cost 6 39 5 14 Regulatory assets - current 103 141 95 106 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* 1,120 1,224 1,015 1,112 Unrecognized Other Postretirement Benefit Cost (h) 873 1,054 806 984 Net unbilled revenue deferrals 397 436 397 436 Pension and Other Postretirement Employee Benefit Deferrals 356 368 313 304 Late Payment Charge Deferral 192 231 191 224 Deferred derivative gains – long term 119 8 109 6 System benefit charge carrying charge 108 115 100 110 Storm reserve passback 80 — 80 — Settlement of prudence proceeding (i) 8 10 8 10 Other 435 471 392 432 Regulatory liabilities - noncurrent 5,374 5,444 4,879 4,940 Deferred derivative gains 165 25 152 22 Refundable energy costs current 71 59 53 18 Revenue decoupling mechanism liabilities 13 18 — — Regulatory liabilities - current 249 102 205 40 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 2025 129
(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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Environmental investigation and remediation costs $1,072 $1,037 $980 $942 Revenue taxes 621 567 595 543 UB deferral for uncollectible accounts receivable 427 551 426 541 Deferred derivative losses - short-term 97 102 90 92 Deferred derivative losses - long-term 18 106 15 94 Unrecognized pension and other postretirement costs 4 — — — Other 42 39 31 28 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. 130 CON 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 Edison CECONY 2026 $250 $250 2027 780 700 2028 800 800 2029 44 — 2030 635 600 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) 2025 2024 Long-Term Debt (including current portion) (a) Carrying Amount Fair Value Carrying Amount Fair Value Con Edison (b) $25,801 $23,633 $24,651 $21,997 CECONY 24,310 22,291 23,409 20,915 CON EDISON ANNUAL REPORT 2025 131
(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. 132 CON 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 2025 133
Con Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 Service cost – including administrative expenses $167 $177 $161 $158 $167 $151 Interest cost on projected benefit obligation 675 642 649 636 604 611 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) 55 282 (55) 43 261 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 Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 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 expenses 162 172 156 153 162 146 Interest cost on projected benefit obligation 675 642 649 636 604 611 Net actuarial loss (gain) 422 (557) 599 391 (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 assets 1,642 724 1,261 1,570 691 1,201 Employer contributions 56 20 21 53 17 18 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 134 CON 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: 2025 2024 2023 Weighted-average assumptions used to determine benefit obligations at December 31: Discount rate 5.50% 5.70% 5.15% Interest crediting rate for cash balance plan 4.50% 4.30% 4.20% Rate of compensation increase CECONY 4.25% 3.80% 3.80% O&R 3.45% 3.20% 3.20% Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31: Discount rate 5.70% 5.15% 5.45% Interest crediting rate for cash balance plan 4.30% 4.20% 4.00% Expected return on plan assets 6.75% 6.75% 6.75% Rate of compensation increase CECONY 4.25% 3.80% 3.80% O&R 3.45% 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 2025 135
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 Edison CECONY 2026 $811 $747 2027 826 765 2028 826 765 2029 838 779 2030 840 781 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 Range Plan Assets at December 31, Asset Category 2026 2025 2024 2023 Equity Securities 20% - 24% 24% 27% 26% Debt Securities 55% - 65% 57% 51% 50% Real Estate and Other Alternatives 14% - 22% 19% 22% 24% Total 100% 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 136 CON 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 1 Level 2 Total 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) — 921 921 Corporate Bonds Debt (d) — 6,430 6,430 Structured Assets Debt (e) — 159 159 Other Fixed Income Debt (f) — 904 904 Commingled Trust Fund (g) — 517 517 Cash and Cash Equivalents (h) 32 280 312 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 2025 137
(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 1 Level 2 Total 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) — 619 619 Corporate Bonds Debt (d) — 5,429 5,429 Structured Assets Debt (e) — 159 159 Other Fixed Income Debt (f) — 783 783 Commingled Trust Fund (g) — 478 478 Cash and Cash Equivalents (h) 51 292 343 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) 2025 2024 2023 Con Edison $69 $57 $57 CECONY 63 52 51 138 CON 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 Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 Service cost $11 $13 $14 $9 $10 $12 Interest cost on accumulated other postretirement benefit obligation 48 47 57 41 40 49 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 level 12 16 4 10 13 (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 2025 139
Funded Status The funded status of the programs at December 31, 2025, 2024 and 2023 were as follows: Con Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 CHANGE IN BENEFIT OBLIGATION Benefit obligation at beginning of year $898 $963 $1,058 $775 $825 $921 Service cost 11 13 14 9 10 12 Interest cost on accumulated postretirement benefit obligation 48 47 57 41 40 49 Net actuarial (gain)/loss 8 (57) (93) 15 (38) (94) Benefits paid and administrative expenses, net of subsidies (104) (120) (128) (96) (112) (118) Participant contributions 52 52 55 52 50 55 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 assets 112 56 116 84 44 84 Employer contributions 14 13 22 10 10 17 Employer group waiver plan subsidies 90 66 56 82 60 52 Participant contributions 52 52 55 52 50 55 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. 140 CON EDISON ANNUAL REPORT 2025
Assumptions The actuarial assumptions were as follows: 2025 2024 2023 Weighted-average assumptions used to determine benefit obligations at December 31: Discount Rate CECONY 5.30% 5.55% 5.05% O&R 5.45% 5.65% 5.15% Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31: Discount Rate CECONY 5.55% 5.05% 5.35% O&R 5.65% 5.15% 5.45% Expected Return on Plan Assets 6.45% 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 Rate Ultimate Cost Trend Rate Year That Ultimate Rate is Reached Pre-65 Medical 7.50% 4.50% 2038 Post-65 Medical 4.50% 4.50% — Prescription Medications 8.00% 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 Edison CECONY 2026 $66 $58 2027 68 60 2028 69 61 2029 70 62 2030 71 63 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 2025 141
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 Range Plan Assets at December 31, Asset Category 2026 2025 2024 2023 Equity Securities 35%-55% 41% 41% 44% Debt Securities 40%-60% 52% 51% 51% Real Estate and Other Alternatives 0%-9% 7% 8% 5 % Total 100% 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 1 Level 2 Total Equity (a) $— $330 $330 Other Fixed Income Debt (b) — 359 359 Cash and Cash Equivalents (c) 7 19 26 Commingled Trust Fund (d) — 46 46 Real Estate (e)(f) 39 Total investments $7 $754 $800 Funds for retiree health benefits (g) 45 109 154 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. 142 CON 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 1 Level 2 Total Equity (a) $— $302 $302 Other Fixed Income Debt (b) — 323 323 Cash and Cash Equivalents (c) 7 27 34 Commingled Trust Fund (d) — 38 38 Real Estate (e)(f) 39 Total investments $7 $690 $736 Funds for retiree health benefits (g) 50 90 140 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 1 Level 2 Total Equity (a) $— $222 $222 Other Fixed Income Debt (b) — 256 256 Cash and Cash Equivalents (c) 7 18 25 Commingled Trust Fund (d) — 46 46 Real Estate (e)(f) $39 Total investments $7 $542 $588 Funds for retiree health benefits (g) 45 109 $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 2025 143
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 1 Level 2 Total Equity (a) $— $205 $205 Other Fixed Income Debt (b) — 233 233 Cash and Cash Equivalents (c) 7 26 33 Commingled Trust Fund (d) — 38 38 Real Estate (e)(f) $39 Total investments $7 $502 $548 Funds for retiree health benefits (g) 50 90 $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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Accrued Liabilities: Manufactured gas plant sites $980 $941 $882 $846 Other Superfund Sites 99 96 98 96 Total $1,079 $1,037 $980 $942 Regulatory assets $1,079 $1,038 $987 $952 144 CON 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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Accrued liability – asbestos suits $11 $8 $10 $7 Regulatory assets – asbestos suits 11 8 10 7 Accrued liability – workers’ compensation 51 53 49 51 Regulatory liabilities – workers’ compensation 21 20 21 20 CON EDISON ANNUAL REPORT 2025 145
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 Type 0 – 3 years > 10 years Total (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. 146 CON 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) 2026 2027 2028 2029 2030 All Years Thereafter Con Edison Electricity power purchase agreements $225 $188 $147 $72 $44 $259 Natural gas 522 8 — — — — Gas transportation and storage 564 565 447 311 222 2,266 CECONY Electricity power purchase agreements 222 187 147 72 44 259 Natural gas 466 7 — — — Gas transportation and storage 493 494 391 272 193 1,975 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) 2025 2024 2023 Con Edison Astoria Generating Company (a) $132 $75 $40 Brooklyn Navy Yard (b) 144 139 134 Gas Transportation and Storage (c) 580 422 372 Total $856 $636 $546 CECONY Astoria Generating Company (a) $132 $75 $40 Brooklyn Navy Yard (b) 144 139 134 Gas Transportation and Storage (c) 509 372 327 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 2025 147
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) 2025 2024 2023 2025 2024 2023 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: 148 CON EDISON ANNUAL REPORT 2025
Con Edison CECONY 2025 2024 2025 2024 Weighted Average Remaining Lease Term: Operating leases (a) 10.5 years 10.8 years 10.5 years 10.6 years Finance leases 5.7 years 6 years 4 years 5 years Weighted Average Discount Rate: Operating leases (a) 4.0% 3.8% 4.0% 3.8% Finance leases 1.9% 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 Edison CECONY Year Ending December 31, Operating Leases Finance Leases Operating Leases Finance Leases 2026 $73 $1 $72 $1 2027 71 1 71 1 2028 66 1 66 — 2029 67 — 67 — 2030 64 — 64 — All years thereafter 291 — 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 2025 149
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 Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 State Current $(49) $(81) $179 $(40) $(87) $(102) Deferred 182 223 6 159 219 246 Federal Current 33 (17) 176 149 (63) (95) Deferred 414 198 237 278 246 311 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) 2025 2024 2023 U.S. Federal Statutory Tax Rate (a) $545 21.0 % $449 21.0 % $631 21.0 % State Income Taxes: State income taxes, net of federal income taxes (b) 140 5.4 115 5.4 165 5.5 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 items 5 0.2 (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 removal 35 1.4 24 1.1 37 1.2 Other (13) (0.5) (10) (0.4) (5) (0.1) Effective tax rate $574 22.1 % $318 14.9 % $487 16.2 % (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. 150 CON EDISON ANNUAL REPORT 2025
CECONY (Millions of Dollars) (% of Pre-tax income) 2025 2024 2023 U.S. Federal Statutory Tax Rate (a) $515 21.0 % $433 21.0 % $412 21.0 % State Income Taxes: State income taxes, net of federal income taxes (b) 127 5.2 107 5.2 113 5.8 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 items 5 0.2 (1) (0.1) 2 0.1 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 removal 32 1.3 20 1.0 33 1.7 Other (10) (0.5) (7) (0.3) (3) (0.4) Effective tax rate $544 22.2 % $314 15.2 % $358 18.2 % (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 2025 151
The tax effects of temporary differences, which gave rise to deferred tax assets and liabilities, are as follows: Con Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Deferred tax liabilities: Property basis differences $9,703 $9,222 $9,117 $8,632 Regulatory assets: Energy efficiency and other clean energy programs 560 474 532 449 Customer Account Deferrals 306 301 304 297 Environmental remediation costs 303 291 277 267 Legacy Meters 107 116 104 112 Other regulatory assets 147 260 110 213 Pension and Retiree Benefits – Asset 1,186 1,063 1,153 1,037 Operating lease right-of-use asset 141 143 141 142 Other 3 — 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 tax 315 343 285 312 Other regulatory liabilities 1,012 909 916 809 Superfund and other environmental costs 303 291 275 265 Pensions and retiree benefits - liability 158 154 147 142 Asset retirement obligations 134 127 134 127 Operating lease liabilities 141 143 141 142 Tax credits carryforward 241 346 8 — Corporate Alternative Minimum Tax carryforward 205 139 213 111 Loss carryforwards 51 42 33 16 Valuation allowance (12) (12) — — Equity investments 68 80 — — 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 credits 24 22 16 10 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 152 CON 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 Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 Federal $(21) $(1) $230 $(24) $61 $46 New York (143) 6 164 (145) 2 (73) New Jersey — 1 2 — — — All other (1) 1 1 — — — 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 2025 153
A reconciliation of the beginning and ending amounts of unrecognized tax benefits for Con Edison and CECONY follows: Con Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 Balance at January 1, $9 $11 $23 $5 $7 $8 Additions based on tax positions related to the current year 2 4 8 2 4 4 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. 154 CON 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. 2025 2024 2023 (Millions of Dollars) Revenues from contracts with customers Other revenues (a) Total operating revenues Revenues from contracts with customers Other revenues (a) Total operating revenues Revenues from contracts with customers Other revenues (a) Total operating revenues CECONY Electric $11,701 $(31) $11,670 $10,868 $(151) $10,717 $9,946 $132 $10,078 Gas 3,335 (57) 3,278 2,890 (56) 2,834 2,867 (38) 2,829 Steam 708 (5) 703 592 (14) 578 551 18 569 Total CECONY $15,744 ($93) $15,651 $14,350 $(221) $14,129 $13,364 $112 $13,476 O&R Electric 956 (22) 934 865 (13) 852 740 19 759 Gas 345 (14) 331 250 23 273 286 11 297 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 — — — — — — — 47 47 Total Clean Energy Businesses $— $— $— $— $— $— $82 $47 $129 Con Edison Transmission 4 — 4 4 — 4 4 — 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 2025 155
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. 2025 2024 2023 (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) — — — — 78 3 (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. 156 CON 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 Edison CECONY Accounts receivable - customers Other receivables Accounts receivable - customers Other receivables (Millions of Dollars) 2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023 Allowance for credit losses Beginning Balance at January 1, $620 $360 $322 $41 $13 $10 $605 $353 $314 $38 $9 $7 Recoveries 38 21 14 — — — 37 17 12 — — — Write-offs (462) (250) (138) (6) — (5) (454) (239) (131) (5) — (3) Reserve adjustments 311 489 162 — 28 8 312 474 158 (6) 29 5 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 2025 157
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 Edison CECONY (Millions of Dollars) 2025 2024 2023 2025 2024 2023 Performance-based restricted stock $41 $23 $41 $37 $20 $36 Time-based restricted stock 3 2 2 3 2 2 Non-employee director deferred stock compensation 3 3 3 3 3 3 Stock purchase plan 8 7 7 7 7 7 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: 2025 2024 2023 Risk-free interest rate (a) 3.47% - 3.48% 4.23% - 4.25% 4.06% -4.64% Expected term (b) 3 years 3 years 3 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: 158 CON EDISON ANNUAL REPORT 2025
Con Edison CECONY Weighted Average Grant Date Fair Value (a) Weighted Average Grant Date Fair Value (a) Units TSR Portion (b) Non-TSR Portion (c) Units TSR Portion (b) Non-TSR Portion (c) Non-vested at December 31, 2024 720,801 $89.99 $87.93 561,407 $90.01 $88.35 Granted 343,425 107.68 99.30 266,717 108.99 100.04 Vested (203,587) 90.09 84.07 (153,062) 90.46 84.66 Forfeited (16,121) 95.72 91.97 (13,845) 96.01 92.24 Transferred (d) — — — (3,200) 90.54 87.70 Non-vested at December 31, 2025 844,518 $97.05 $93.41 658,017 $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 Edison CECONY Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2024 508,070 $89.80 424,655 $90.28 Granted 218,875 98.27 181,360 99.80 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, 2025 581,949 $93.56 487,545 $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 2025 159
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. 160 CON EDISON ANNUAL REPORT 2025
CON EDISON ANNUAL REPORT 2025 161 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:
A s of a nd fo r t he Y ea r E nd ed D ec em be r 3 1, 2 02 5 (M ill io ns o f D ol la rs ) O pe ra tin g re ve nu es In te r- se gm en t re ve nu es O th er op er at io ns an d m ai nt en an ce (c ) D ep re ci at io n an d am or tiz at io n O th er op er at in g ex pe ns e (c ) O pe ra tin g in co m e O th er In co m e (d ed uc tio ns ) In te re st Ex pe ns e A llo w an ce fo r b or ro w ed fu nd s us ed du rin g co ns tr uc tio n In co m e Ta x Ex pe ns e To ta l as se ts C ap ita l ex pe nd itu re s C E C O N Y E le ct ric $1 1, 67 0 $2 0 $2 ,6 14 $1 ,5 97 $5 ,4 03 $2 ,0 56 $6 12 $8 56 ($ 38 ) $4 04 $4 8, 46 3 $3 ,2 01 G as 3, 27 8 9 55 6 48 2 1, 48 9 75 1 13 7 30 1 (1 7) 14 4 18 ,1 00 1, 15 1 S te am 70 3 77 22 4 11 4 36 0 5 48 58 (1 ) (4 ) 2, 75 3 11 3 C on so lid at io n ad ju st m en ts — (1 06 ) — — — — — — — — — — To ta l C E C O N Y $1 5, 65 1 $— $3 ,3 94 $2 ,1 93 $7 ,2 52 $2 ,8 12 $7 97 $1 ,2 15 ($ 56 ) $5 44 $6 9, 31 6 $4 ,4 65 O & R E le ct ric $9 34 $— $2 97 $8 7 $4 41 $1 09 $3 5 $4 7 ($ 5) $2 3 $2 ,9 66 $3 37 G as 33 1 — 83 40 16 3 45 12 24 (1 ) 4 1, 45 4 14 4 To ta l O & R $1 ,2 65 $— $3 80 $1 27 $6 04 $1 54 $4 7 $7 1 ($ 6) $2 7 $4 ,4 20 $4 81 C on E di so n Tr an sm is si on $4 $— $2 9 $1 $— ($ 26 ) $4 6 $— $— $9 $4 88 $5 0 O th er (b ) (2 ) — 1 — 2 (5 ) 5 9 — (6 ) 37 9 — To ta l C on E di so n $1 6, 91 8 $— $3 ,8 04 $2 ,3 21 $7 ,8 58 $2 ,9 35 $8 95 $1 ,2 95 ($ 62 ) $5 74 $7 4, 60 3 $4 ,9 96 A s of a nd fo r t he Y ea r E nd ed D ec em be r 3 1, 2 02 4 (M ill io ns o f D ol la rs ) O pe ra tin g re ve nu es In te r- se gm en t re ve nu es O th er op er at io ns an d m ai nt en an ce (c ) D ep re ci at io n an d am or tiz at io n O th er op er at in g ex pe ns e (c ) O pe ra tin g in co m e O th er In co m e (d ed uc tio ns ) In te re st Ex pe ns e A llo w an ce fo r bo rr ow ed fu nd s us ed du rin g co ns tr uc tio n In co m e Ta x Ex pe ns e To ta l as se ts C ap ita l ex pe nd itu re s C E C O N Y E le ct ric $1 0, 71 7 $2 0 $2 ,6 22 $1 ,4 71 $4 ,7 92 $1 ,8 32 $4 41 $8 26 ($ 41 ) $1 93 $4 6, 27 5 $3 ,0 88 G as 2, 83 4 9 52 8 45 8 1, 10 0 74 8 10 2 28 7 (1 6) 13 2 16 ,5 07 1, 15 4 S te am 57 8 75 20 3 10 8 25 4 13 35 54 (1 ) (1 1) 2, 86 8 13 2 C on so lid at io n ad ju st m en ts — (1 04 ) — — — — — — — — — — To ta l C E C O N Y $1 4, 12 9 $— $3 ,3 53 $2 ,0 37 $6 ,1 46 $2 ,5 93 $5 78 $1 ,1 67 ($ 58 ) $3 14 $6 5, 65 0 $4 ,3 74 O & R E le ct ric $8 52 $— $3 07 $8 2 $3 51 $1 12 $2 5 $4 3 ($ 5) $2 4 $2 ,5 96 $2 14 G as 27 3 — 80 35 10 9 49 7 22 — 5 1, 46 4 11 1 To ta l O & R $1 ,1 25 $— $3 87 $1 17 $4 60 $1 61 $3 2 $6 5 ($ 5) $2 9 $4 ,0 60 $3 25 C on E di so n Tr an sm is si on $4 $— $1 1 $1 $— $( 8) $6 1 $— $— $8 $4 70 $2 9 O th er (b ) (2 ) — — — 74 (7 6) (1 6) 18 — (3 3) 38 2 — To ta l C on E di so n $1 5, 25 6 $— $3 ,7 51 $2 ,1 55 $6 ,6 80 $2 ,6 70 $6 55 $1 ,2 50 ($ 63 ) $3 18 $7 0, 56 2 $4 ,7 28 162 CON EDISON ANNUAL REPORT 2025
A s of a nd fo r t he Y ea r En de d D ec em be r 3 1, 2 02 3 (M ill io ns o f D ol la rs ) O pe ra tin g re ve nu es In te r- se gm en t re ve nu es O th er op er at io ns an d m ai nt en an ce (c ) D ep re ci at io n an d am or tiz at io n O th er op er at in g ex pe ns e (c ) O pe ra tin g in co m e O th er In co m e (d ed uc tio ns ) In te re st Ex pe ns e A llo w an ce fo r b or ro w ed fu nd s us ed du rin g co ns tr uc tio n In co m e Ta x Ex pe ns e To ta l as se ts C ap ita l ex pe nd itu re s C E C O N Y E le ct ric $1 0, 07 8 $1 8 $2 ,4 17 $1 ,3 95 $4 ,6 98 $1 ,5 68 $5 64 $7 08 ($ 34 ) $2 17 $4 2, 22 6 $2 ,9 09 G as 2, 82 9 8 52 8 42 9 1, 19 0 68 2 12 2 24 0 (1 3) 15 9 16 ,3 43 1, 04 6 S te am 56 9 74 23 1 10 0 31 1 (7 3) 46 46 (2 ) (1 8) 3, 03 1 12 8 C on so lid at io n ad ju st m en ts — (1 00 ) — — — — — — — — — — To ta l C E C O N Y $1 3, 47 6 $— $3 ,1 76 $1 ,9 24 $6 ,1 99 $2 ,1 77 $7 32 $9 94 ($ 49 ) $3 58 $6 1, 60 0 $4 ,0 83 O & R E le ct ric $7 59 $— $2 92 $7 6 $3 06 $8 5 $3 7 $3 5 ($ 3) $2 0 $2 ,3 29 $2 11 G as 29 7 — 83 30 14 3 41 12 19 — 8 1, 34 6 85 To ta l O & R $1 ,0 56 $— $3 75 $1 06 $4 49 $1 26 $4 9 $5 4 ($ 3) $2 8 $3 ,6 75 $2 96 C le an E ne rg y B us in es se s (a ) $1 29 $— $4 7 $— $4 5 $3 7 $1 $1 6 $— $3 $— $8 1 C on E di so n Tr an sm is si on 4 — 11 1 1 (9 ) 62 2 — 14 41 4 49 O th er (b ) (2 ) — (3 ) — (8 64 ) 86 5 (1 4) 9 — 84 64 2 — To ta l C on E di so n $1 4, 66 3 $— $3 ,6 06 $2 ,0 31 $5 ,8 30 $3 ,1 96 $8 30 $1 ,0 75 ($ 52 ) $4 87 $6 6, 33 1 $4 ,5 09 (a ) Th e C le an E ne rg y B us in es se s w er e cl as si fie d as h el d fo r s al e as o f D ec em be r 3 1, 2 02 2. O n M ar ch 1 , 2 02 3, C on E di so n co m pl et ed th e sa le o f a ll of th e st oc k of th e C le an E ne rg y B us in es se s. A s a re su lt of th is s al e, th e C le an E ne rg y B us in es se s ar e no lo ng er a p rin ci pa l s eg m en t. S ee N ot e W a nd N ot e X . (b ) O th er in cl ud es th e pa re nt c om pa ny , C on E di so n’ s ta x eq ui ty in te re st s, c on so lid at io n ad ju st m en ts a nd B ro ke n B ow II , t he d ef er re d pr oj ec t t ha t w as c la ss ifi ed a s he ld fo r s al e at D ec em be r 3 1, 2 02 4, w ith th e sa le a nd tr an sf er c om pl et ed in J an ua ry 2 02 5. (c ) O th er o pe ra tio ns a nd m ai nt en an ce e xp en se s co ns tit ut e si gn ifi ca nt s eg m en t e xp en se s w hi ch a re re gu la rly p ro vi de d to th e C O D M s. O th er o pe ra tin g ex pe ns e in cl ud es o th er s eg m en t i te m s (p ur ch as ed po w er , f ue l, ga s pu rc ha se d fo r r es al e, ta xe s ot he r t ha n in co m e ta xe s) a nd , f or 2 02 3, th e pr el im in ar y ga in o n th e sa le o f t he C le an E ne rg y B us in es se s. S ee N ot e W . CON EDISON ANNUAL REPORT 2025 163
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) 2025 2024 Balance Sheet Location Gross Amounts of Recognized Assets/ (Liabilities) Gross Amounts Offset Net Amounts of Assets/ (Liabilities) (a) Gross Amounts of Recognized Assets/ (Liabilities) Gross Amounts Offset Net Amounts of Assets/ (Liabilities) (a) Con Edison Fair value of derivative assets Current $175 $(90) $85 (b) $56 $(41) $15 (b) Noncurrent 149 (23) 126 39 (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) Noncurrent 136 (19) 117 36 (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. 164 CON 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 Edison CECONY (Millions of Dollars) Financial Statement Location 2025 2024 2025 2024 Pre-tax gains (losses) deferred in accordance with accounting rules for regulated operations: Current Regulatory liabilities $140 $(49) $130 $(49) Noncurrent Regulatory liabilities 111 (41) 103 (43) Total deferred gains (losses) $251 $(90) $233 $(92) Current Regulatory assets $5 $166 $2 $161 Current Recoverable energy costs 54 (318) 50 (294) Noncurrent Regulatory assets 88 57 79 54 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 Edison 36,356,085 29,550 311,800,000 3,780,000 CECONY 34,025,975 19,350 292,490,000 3,780,000 (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 2025 165
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 posted 2 — Additional collateral (b) (downgrade one level from current ratings) 3 2 Additional collateral (b)(c) (downgrade to below investment grade from current ratings) 41 35 (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 166 CON 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. 2025 2024 (Millions of Dollars) Level 1 Level 2 Level 3 Netting Adjustment (d) Total Level 1 Level 2 Level 3 Netting 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 — — — 606 570 — — — 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 — — — 591 553 — — — 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 2025 167
Fair Value of Level 3 at December 31, 2025 Average Market Price(Millions of Dollars) Valuation Techniques Unobservable Inputs Range Con Edison — Commodity Electricity $(5) Discounted Cash Flow Forward capacity prices ($/kW- month) (a) $1.36 - $13.76 per kW $4.33 Transmission Congestion Contracts Immaterial Discounted Cash Flow Inter-zonal forward price curves adjusted for historical zonal losses ($/MWh) (b) $(2.04) -$3.03 per MWh $1.15 Total Con Edison—Commodity $(5) CECONY — Commodity Electricity $(3) Discounted Cash Flow Forward capacity prices ($/kW- month) (a) $1.36 - $13.76 per kW $4.72 Transmission Congestion Contracts Immaterial Discounted Cash Flow Inter-zonal forward price curves adjusted for historical zonal losses ($/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 Edison CECONY (Millions of Dollars) 2025 2024 2025 2024 Beginning balance as of January 1, $(15) $(8) $(6) $(5) Included in earnings (3) (9) — (4) Included in regulatory assets and liabilities 10 (7) 3 — Settlements 3 10 — 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. 168 CON 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 2025 169
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 Edison CECONY (Millions of Dollars) 2025 (a) 2024 (a) 2025 2024 Beginning Balance as of January 1, $453 $522 $452 $520 Changes in estimated cash flows 84 (21) 82 (21) Accretion expense 18 20 18 20 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) 2025 2024 2023 Cost of services provided $163 $147 $146 Cost of services received 85 82 82 (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. 170 CON 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 2025 171
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 172 CON 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 accounts 2 Restricted cash 8 TOTAL CURRENT ASSETS 11 NON-UTILITY PLANT Non-utility property, net accumulated depreciation 59 NET PLANT 59 OTHER NONCURRENT ASSETS Intangible assets, less accumulated amortization 56 Operating lease right-of-use asset 7 TOTAL OTHER NONCURRENT ASSETS 63 TOTAL ASSETS $133 CON EDISON ANNUAL REPORT 2025 173
(Millions of Dollars) December 31, 2024 LIABILITIES CURRENT LIABILITIES Long-term debt due within one year $2 Operating lease liabilities 2 Other current liabilities 10 TOTAL CURRENT LIABILITIES 14 NONCURRENT LIABILITIES Asset retirement obligations 3 Operating lease liabilities 5 TOTAL NONCURRENT LIABILITIES 8 LONG-TERM DEBT 57 TOTAL LIABILITIES $79 174 CON 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) 2025 2024 2023 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) 18 23 (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) 357.4 346.0 347.7 Average Number Of Shares Outstanding—Diluted (In Millions) 358.7 347.3 349.3 (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 2025 175
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) 2025 2024 2023 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 sold 45 — — 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) 9 57 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 repurchases 64 60 56 Issuance of common shares - public offering 1,308 — — Repurchase of common shares — — (1,000) Net Cash Flows From (Used In) Financing Activities 173 (1,031) (3,033) Net Change for the Period — (2) (188) Balance at Beginning of Period 1 3 191 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 176 CON EDISON ANNUAL REPORT 2025
Condensed Financial Information of Consolidated Edison, Inc. (a) (b) Condensed Balance Sheet (Parent Company Only) December 31, (Millions of Dollars) 2025 2024 Assets Current Assets Cash and temporary cash investments $1 $1 Other receivables, net allowance for uncollectible accounts — 64 Tax receivable 11 145 Accounts receivable from affiliated companies 48 24 Accrued unbilled revenue 4 3 Prepayments 12 13 Other current assets 4 1 Total Current Assets 80 251 Investments in subsidiaries and others 23,869 21,706 Goodwill 406 406 Pension and retiree benefits - asset 8 6 Other deferred charges and noncurrent assets 204 356 Total Assets $24,567 $22,725 Liabilities and Shareholders’ Equity Current Liabilities Notes payable $315 $348 Accounts payable 5 17 Accounts payable to affiliated companies 15 14 Accrued taxes 2 2 Accrued taxes to affiliated companies 26 370 Other current liabilities 8 9 Total Current Liabilities 371 760 Other noncurrent liabilities 6 4 Total Liabilities 377 764 Shareholders’ Equity Common stock, including additional paid-in capital 11,475 10,024 Retained earnings 12,715 11,937 Total Shareholders’ Equity 24,190 21,961 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 2025 177
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Con Edison None. CECONY None. Item 9A: Controls and Procedures The Companies maintain disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in the reports that they submit to the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. For each of the Companies, its management, with the participation of its principal executive officer and principal financial officer, has evaluated its disclosure controls and procedures as of the end of the period covered by this report and, based on such evaluation, has concluded that the controls and procedures are effective to provide such reasonable assurance. Reasonable assurance is not absolute assurance, however, and there can be no assurance that any design of controls or procedures would be effective under all potential future conditions, regardless of how remote. For the Companies’ Reports of Management On Internal Control Over Financial Reporting and the related opinions of PricewaterhouseCoopers LLP (presented in the Reports of Independent Registered Public Accounting Firm), see Item 8 of this report (which information is incorporated herein by reference). There was no change in the Companies’ internal control over financial reporting that occurred during the Companies’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companies’ internal control over financial reporting. Item 9B: Other Information Securities Trading Plans of Directors and Executive Officers During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K). Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 178 CON EDISON ANNUAL REPORT 2025
Part III Item 10: Directors, Executive Officers and Corporate Governance Item 11: Executive Compensation Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13: Certain Relationships and Related Transactions, and Director Independence Item 14: Principal Accounting Fees and Services Con Edison Information required by Part III as to Con Edison, other than the information required in Item 12 of this report by Item 201(d) of Regulation S-K, is incorporated by reference from Con Edison’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 18, 2026. The proxy statement is to be filed pursuant to Regulation 14A not later than 120 days after December 31, 2025, the close of the fiscal year covered by this report. The information required pursuant to Item 201(d) of Regulation S-K as at December 31, 2025 is as follows: Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (1) (2) (3) Equity compensation plans approved by security holders 2003 LTIP (a) 15,000 — — 2013 LTIP (b) 727,601 — 3,432,960 2023 LTIP (c) 1,317,553 — 8,682,447 Stock Purchase Plan (d) — — 8,813,066 Total equity compensation plans approved by security holders 2,060,154 — 20,928,473 Total equity compensation plans not approved by security holders — — — Total 2,060,154 — 20,928,473 (a) The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2003 (the “2003 LTIP”) include 15,000 shares for stock unit awards made prior to 2013 that have vested and for which the receipt of shares was deferred. Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. No new awards may be made under the 2003 LTIP. (b) The number of shares of Con Edison common stock that may be issued pursuant to outstanding awards under the Long Term Incentive Plan approved by the company’s shareholders in 2013 (the “2013 LTIP”) include: (A) outstanding awards made in 2014 and subsequent years (297,458 shares for performance restricted stock units and 179,796 shares for time-based restricted stock units) and (B) 250,347 shares covered by outstanding directors’ deferred stock unit awards (which vested upon grant). There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. No new awards may be made under the 2013 LTIP., (c) The number of shares Con Edison common stock that may be issued under the Long Term Incentive Plan approved by the company's shareholders in 2023 (the "2023 LTIP") include: (A) outstanding awards made in 2025 (796,490 shares for performance restricted stock units and 435,745 shares for time-based restricted stock units); (B) 85,319 shares covered by outstanding directors’ deferred stock unit awards (which vest upon grant). Amounts do not include shares that may be issued pursuant to any dividend reinvestment in the future on the deferred stock units. There is no dividend reinvestment on the other outstanding awards. The outstanding awards had no exercise price. (d) Shares of Con Edison common stock may be issued under the Stock Purchase Plan until May 20, 2034 (which is 10 years after the date of the annual meeting at which Con Edison’s shareholders approved the plan). For additional information about Con Edison’s stock-based compensation, see Note O to the financial statements in Item 8 of this report (which information is incorporated herein by reference). In accordance with General Instruction G(3) to Form 10-K, other information regarding Con Edison’s Executive Officers may be found in Part I of this report under the caption “Information about our Executive Officers.” CON EDISON ANNUAL REPORT 2025 179
CECONY Information required by Items 10, 11, 12 and 13 of Part III as to CECONY is omitted pursuant to Instruction (I)(2) to Form 10-K (Omission of Information by Certain Wholly-Owned Subsidiaries). Fees paid or payable by CECONY to its principal accountant, PricewaterhouseCoopers LLP, for services related to 2025 and 2024 are as follows: 2025 2024 Audit fees $5,216,005 $5,593,417 Audit-related fees (a) — 292,680 Total fees $5,216,005 $5,886,097 (a) Relates to assurance and related service fees that are reasonably related to the performance of the annual audit or quarterly reviews of the company's financial statements that are not specifically deemed “Audit Services.” The major items included in audit-related fees in 2024 are fees related to reviews of system implementations and associated internal controls. Con Edison’s Audit Committee or, as delegated by the Audit Committee, the Chair of the Committee, approves in advance each auditing service and non-audit service permitted by applicable laws and regulations, including tax services, to be provided to CECONY by its independent accountants. 180 CON EDISON ANNUAL REPORT 2025
Part IV Item 15: Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: 1. List of Financial Statements – See financial statements listed in Item 8. 2. List of Financial Statement Schedules – See schedules listed in Item 8. 3. List of Exhibits Exhibits listed below which have been filed previously with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, and which were designated as noted below, are hereby incorporated by reference and made a part of this report with the same effect as if filed with the report. Exhibits listed below that were not previously filed are filed herewith. CON EDISON ANNUAL REPORT 2025 181
Con Edison 3.1.1 Restated Certificate of Incorporation of Consolidated Edison, Inc. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-14514) as Exhibit 3.1.1) 3.1.2 By-laws of Con Edison, effective as of February 20, 2025. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-14514) as Exhibit 3.1.2) 4.1.1 Description of Con Edison's Common Shares ($.10 par value). (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 4.1.1) 4.1.2.1 Indenture, dated as of April 1, 2002, between Con Edison and JP Morgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee. (Designated in Con Edison's Registration Statement on Form S-3 of Con Edison (No. 333-102005) as Exhibit 4.1) 4.1.2.2 First Supplemental Indenture, dated as of August 1, 2009, between Con Edison and The Bank of New York Mellon (formerly known as The Bank of New York (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank))), as Trustee. (Designated in Con Edison’s Registration Statement (No. 333-161018) as Exhibit 4.2) 4.1.2.3 Second Supplemental Indenture, dated as of February 19, 2025, between Con Edison and The Bank of New York Mellon (formerly known as The Bank of New York (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank))), as Trustee. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-14514) as Exhibit 4.1.2.3) 10.1.1.1 Credit Agreement, dated as of March 27, 2023, among CECONY, Con Edison, O&R, the lenders party thereto and Bank of America, N.A., as Administrative Agent. (Designated in Con Edison’s Current Report on Form 8-K dated March 27, 2023 (File No. 1-14514) as Exhibit 10.1) 10.1.1.2 Extension Agreement to Credit Agreement, dated as of March 27, 2024, among Con Edison, CECONY, O&R, the lenders party thereto and Bank of America, N.A., as Administrative Agent. (Designated in Con Edison’s Current Report on Form 8-K dated March 25, 2024 (File No. 1-14514) as Exhibit 10.2) 10.1.1.3 First Amendment to Credit Agreement, dated as of March 27, 2024, among Con Edison, CECONY, O&R, the lenders party thereto and Bank of America, N.A., as Administrative Agent. (Designated in Con Edison’s Current Report on Form 8-K dated March 25, 2024 (File No. 1-14514) as Exhibit 10.3) 10.1.2.1* Severance Program for Officers of Consolidated Edison, Inc. and its Subsidiaries, as amended and restated effective as of December 1, 2021. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-14514) as Exhibit 10.1.2) 10.1.2.2* Amendment to the Severance Program for Officers of Consolidated Edison, Inc. and its Subsidiaries. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-14514) as Exhibit 10.1.5) 10.1.3.1* The Consolidated Edison, Inc. Stock Purchase Plan (As Amended and Restated effective May 20, 2024). (Designated in Con Edison's Current Report on Form 8-K, dated May 20, 2024 (File No. 1-14514) as Exhibit 10) 10.1.3.2* Amendment One to The Consolidated Edison, Inc. Stock Purchase Plan (As Amended and Restated effective May 20, 2024), effective as of May 12, 2025. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (File No. 1-14514) as Exhibit 10.1.1) 10.1.3.3* Amendment Two to The Consolidated Edison, Inc. Stock Purchase Plan (As Amended and Restated effective May 20, 2024), effective as of May 12, 2025. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (File No. 1-14514) as Exhibit 10.1.2) 10.1.4.1* The Consolidated Edison Retirement Plan. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (File No. 1-14514) as Exhibit 10.1.1) 10.1.4.2* Amendment to the Consolidated Edison Retirement Plan, effective September 13, 2017. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-14514) as Exhibit 10.1.1) 10.1.4.3* Amendment to the Consolidated Edison Retirement Plan, effective September 13, 2017. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-14514) as Exhibit 10.1.2) 10.1.4.4* Amendment to the Consolidated Edison Retirement Plan, effective December 18, 2017. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-14514) as Exhibit 10.1.4.2) 10.1.4.5* Amendment to the Consolidated Edison Retirement Plan, effective January 1, 2019. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.4.5) 10.1.4.6* Amendment to the Consolidated Edison Retirement Plan, effective August 1, 2019. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.4.6) 10.1.4.7* Amendment to the Consolidated Edison Retirement Plan, effective August 1, 2019. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.4.7) 10.1.4.8* Amendment to the Consolidated Edison Retirement Plan, effective March 27, 2020. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No. 1-14514) as Exhibit 10.2) 10.1.4.9* Amendment to the Consolidated Edison Retirement Plan, effective January 31, 2020. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-14514) as Exhibit 10.1.4.9) 10.1.4.10* Amendment to the Consolidated Edison Retirement Plan, effective January 1, 2022. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-14514) as Exhibit 10.1.4.10) 10.1.4.11* Amendment to the Consolidated Edison Retirement Plan, effective October 1, 2022. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-14514) as Exhibit 10.1.5.11) 10.1.4.12* Amendment to the Consolidated Edison Retirement Plan, effective March 1, 2023. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-14514) as Exhibit 10.1.8) 182 CON EDISON ANNUAL REPORT 2025
10.1.5.1* The Consolidated Edison Thrift Savings Plan. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (File No. 1-14514) as Exhibit 10.1.2) 10.1.5.2* Amendment to the Consolidated Edison Thrift Savings Plan, effective December 18, 2017. (Designated in Con Edison's Annual Report on 10-K for the year ended December 31, 2017 (File No. 1-14514) as Exhibit 10.1.5.3) 10.1.5.3* Amendment to the Consolidated Edison Thrift Savings Plan, effective January 1, 2019. (Designated in Con Edison's Annual Report on 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.5.3) 10.1.5.4* Amendment to the Consolidated Edison Thrift Savings Plan, effective August 1, 2019. (Designated in Con Edison's Annual Report on 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.5.4) 10.1.5.5* Amendment to the Consolidated Edison Thrift Savings Plan, effective August 1, 2019. (Designated in Con Edison's Annual Report on 10-K for the year ended December 31, 2019 (File No. 1-14514) as Exhibit 10.1.5.5) 10.1.5.6* Amendment to the Consolidated Edison Thrift Savings Plan, effective January 1, 2020. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-14514) as Exhibit 10.1.5.6) 10.1.5.7* Amendment to the Consolidated Edison Thrift Savings Plan, effective January 1, 2022. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-14514) as Exhibit 10.1.5.7) 10.1.5.8* Amendment to the Consolidated Edison Thrift Savings Plan, effective March 1, 2023. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-14514) as Exhibit 10.1.4) 10.1.6.1* Consolidated Edison, Inc. Supplemental Defined Contribution Pension Plan. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (File No. 1-14514) as Exhibit 10.1) 10.1.6.2* Amendment to the Consolidated Edison, Inc. Supplemental Defined Contribution Pension Plan. (Designated in Con Edison’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-14514) as Exhibit 10.1.6) 10.1.7.1* Consolidated Edison, Inc. Long Term Incentive Plan (2003), as amended and restated effective as of December 26, 2012. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-14514) as Exhibit 10.1.8.1) 10.1.8.1* Consolidated Edison, Inc. Long Term Incentive Plan (2013). (Designated in Con Edison’s Current Report on Form 8-K, dated May 20, 2013 (File No. 1-14514) as Exhibit 10) 10.1.8.2* Amendment No. 1 to the Consolidated Edison, Inc. Long Term Incentive Plan (2013). (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-14514) as Exhibit 10.1.7.4) 10.1.8.3* Amendment No. 2 to the Consolidated Edison, Inc. Long Term Incentive Plan (2013). (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-14514) as Exhibit 10.1.7.5) 10.1.8.4* Form of Performance Unit Award for Officers under the Consolidated Edison, Inc. Long Term Incentive Plan (2013). (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-14514) as Exhibit 10.1.8.4) 10.1.8.5* Form of Time-Based Unit Award under the Consolidated Edison, Inc. Long Term Incentive Plan (2013). (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-14514) as Exhibit 10.1.8.5) 10.1.9.1* The Consolidated Edison, Inc. 2023 Long Term Incentive Plan. (Designated in Con Edison's Registration Statement on Form S-8 (No. 333-271934) as Exhibit 10) 10.1.9.2* Form of Performance Unit Award for Officers under the Consolidated Edison, Inc. 2023 Long Term Incentive Plan. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-14514) as Exhibit 10.1.10.2) 10.1.9.3* Form of Time-Based Unit Award for Officers under the Consolidated Edison, Inc. 2023 Long Term Incentive Plan. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-14514) as Exhibit 10.1.10.3) 10.1.9.4* Form of 2025 Long Term Incentive Plan Award for Directors under the Consolidated Edison, Inc. 2023 Long Term Incentive Plan. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No. 1-14514) as Exhibit 10.1) 10.1.10* The Consolidated Edison, Inc. Executive Incentive Plan (Amended & Restated effective January 1, 2024). (Designated in Con Edison's Current Report on Form 8-K, dated November 16, 2023 (File No. 1-14514) as Exhibit 10) 10.1.11* Description of Directors’ Compensation, effective as of April 1, 2024. (Designated in Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (File No. 1-14514) as Exhibit 10.1.7) 10.1.12* Employment Offer Letter between Con Edison and Timothy P. Cawley, dated November 19, 2020. (Designated in Con Edison’s Current Report on Form 8-K, dated November 19, 2020 (File No. 1-14514) as Exhibit 10) 10.1.13* Employment Offer Letter between Con Edison and Kirkland B. Andrews, dated June 4, 2024. (Designated in Con Edison’s Current Report on Form 8-K, dated June 4, 2024 (File No. 1-14514) as Exhibit 10) 10.1.14 Purchase and Sale Agreement, dated as of October 1, 2022, between Con Edison, as Seller, and RWE Renewables Americas, LLC, as Buyer. (Designated in Con Edison’s Current Report on Form 8-K, dated October 1, 2022 (File No. 1-14514) as Exhibit 10) 19.1 The Consolidated Edison, Inc. Insider Trading Policy, effective January 22, 2024. (Designated in Con Edison’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-14514) as Exhibit 19.1) 21.1 Subsidiaries of Con Edison. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-14514 as Exhibit 21.1) 23.1 Consent of PricewaterhouseCoopers LLP 31.1.1 Rule 13a-14(a)/15d-14(a) Certifications – Chief Executive Officer CON EDISON ANNUAL REPORT 2025 183
31.1.2 Rule 13a-14(a)/15d-14(a) Certifications – Chief Financial Officer 32.1.1 Section 1350 Certifications – Chief Executive Officer 32.1.2 Section 1350 Certifications – Chief Financial Officer 97.1 Consolidated Edison, Inc. Dodd-Frank Clawback Policy. (Designated in Con Edison's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-14514) as Exhibit 97.1) 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document * Management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, instruments defining the rights of holders of long-term debt of Con Edison’s subsidiaries other than CECONY, the total amount of which does not exceed ten percent of the total assets of Con Edison and its subsidiaries on a consolidated basis, are not filed as exhibits to Con Edison’s Form 10-K or Form 10-Q. Con Edison agrees to furnish to the SEC upon request a copy of any such instrument. CECONY 3.2.1.1 Restated Certificate of Incorporation of CECONY filed with the Department of State of the State of New York on December 31, 1984. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-1217) as Exhibit 3.2.1.1) 3.2.1.2 The certificates of amendment of Restated Certificate of Incorporation of CECONY filed with the Department of State of the State of New York on the following dates: May 16, 1988; June 2, 1989; April 28, 1992; August 21, 1992 and February 18, 1998. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-1217) as Exhibit 3.2.1.2) 3.2.2 By-laws of CECONY, effective February 20, 2025. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-1217) as Exhibit 3.2.2) 4.2.1 Participation Agreement, dated as of November 1, 2004, between NYSERDA and CECONY. (Designated in CECONY’s Current Report on Form 8-K, dated November 9, 2004 (File No. 1-1217) as Exhibit 4.1) 4.2.2 Participation Agreement, dated as of May 1, 2005, between NYSERDA and CECONY. (Designated in CECONY’s Current Report on Form 8-K, dated May 25, 2005 (File No. 1-1217) as Exhibit 4.1) 4.2.3 Indenture of Trust, dated as of November 1, 2004, between NYSERDA and The Bank of New York. (Designated in CECONY’s Current Report on Form 8-K, dated November 9, 2004 (File No. 1-1217) as Exhibit 4.2) 4.2.4 Indenture of Trust, dated as of May 1, 2005, between NYSERDA and The Bank of New York. (Designated in CECONY’s Current Report on Form 8-K, dated May 25, 2005 (File No. 1-1217) as Exhibit 4.2) 4.2.5.1 Indenture, dated as of December 1, 1990, between CECONY and The Chase Manhattan Bank (National Association), as Trustee (the “Debenture Indenture”). (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-1217) as Exhibit 4.2.15.1) 4.2.5.2 First Supplemental Indenture (to the Debenture Indenture), dated as of March 6, 1996, between CECONY and The Chase Manhattan Bank (National Association), as Trustee. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-1217) as Exhibit 4.2.15.2) 4.2.5.3 Second Supplemental Indenture (to the Debenture Indenture), dated as of June 23, 2005, between CECONY and JPMorgan Chase Bank, N.A. (successor to The Chase Manhattan Bank (National Association)), as Trustee. (Designated in CECONY’s Current Report on Form 8-K, dated November 16, 2005 (File No. 1-1217) as Exhibit 4.1) 4.2.5.4 Third Supplemental Indenture (to the Debenture Indenture), dated as of February 19, 2025, between CECONY and The Bank of New York Mellon (formerly known as The Bank of New York, successor to JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (National Association))), as Trustee. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-1217) as Exhibit 4.2.5.4) 184 CON EDISON ANNUAL REPORT 2025
4.2.6 The following forms of CECONY’s Debentures, which are designated as follows: Securities Exchange Act File No. 1-1217 Debenture Series Form Date Exhibit 5.875% Series 2003 A 8-K 4/7/2003 4 5.10% Series 2003 C 8-K 6/10/2003 4.2 5.70% Series 2004 B 8-K 2/11/2004 4.2 5.30% Series 2005 A 8-K 3/7/2005 4 5.25% Series 2005 B 8-K 6/20/2005 4 5.85% Series 2006 A 8-K 3/9/2006 4 6.20% Series 2006 B 8-K 6/15/2006 4 5.70% Series 2006 E 8-K 12/1/2006 4.2 6.30% Series 2007 A 8-K 8/28/2007 4 6.75% Series 2008 B 8-K 4/4/2008 4.2 5.50% Series 2009 C 8-K 12/4/2009 4 5.70% Series 2010 B 8-K 6/2/2010 4.2 4.20% Series 2012 A 8-K 3/8/2012 4 3.95% Series 2013 A 8-K 2/25/2013 4 4.45% Series 2014 A 8-K 3/3/2014 4 4.625% Series 2014 C 8-K 11/19/2014 4.2 4.50% Series 2015 A 8-K 11/12/2015 4 3.85% Series 2016 A 8-K 6/14/2016 4 2.90% Series 2016 B 8-K 11/10/2016 4.1 4.30% Series 2016 C 8-K 11/10/2016 4.2 3.875% Series 2017 A 8-K 6/5/2017 4 3.125% Series 2017 B 8-K 11/13/2017 4.1 4.00% Series 2017 C 8-K 11/13/2017 4.2 3.80% Series 2018 A 8-K 5/7/2018 4.1 4.50% Series 2018 B 8-K 5/7/2018 4.2 4.00% Series 2018 D 8-K 11/27/2018 4.1 4.65% Series 2018 E 8-K 11/27/2018 4.2 4.125% Series 2019 A 8-K 5/6/2019 4 3.70% Series 2019 B 8-K 11/5/2019 4 3.35% Series 2020 A 8-K 3/26/2020 4.1 3.95% Series 2020 B 8-K 3/26/2020 4.2 3.00% Series 2020 C 8-K 11/9/2020 4 2.40% Series 2021 A 8-K 6/3/2021 4.1 2.40% Series 2021 A 8-K 11/29/2021 4.1 3.60% Series 2021 B 8-K 6/3/2021 4.2 3.20% Series 2021 C 8-K 11/29/2021 4.2 6.15% Series 2022 A 8-K 11/9/2022 4 5.20% Series 2023 A 8-K 2/21/2023 4 5.50% Series 2023 B 8-K 11/20/2023 4.1 5.90% Series 2023 C 8-K 11/20/2023 4.2 5.375% Series 2024 A 8-K 5/6/2024 4.1 5.70% Series 2024 B 8-K 5/6/2024 4.2 Floating Rate Debentures, Series 2024 C 8-K 11/14/2024 4.1 5.125% Series 2024 D 8-K 11/14/2024 4.2 5.50% Series 2024 E 8-K 11/14/2024 4.3 5.75% Series 2025 A 8-K 11/17/2025 4 10.2.1 364-Day Revolving Credit Agreement, dated as of March 24, 2025, among CECONY, the lenders party thereto and Bank of America, N.A., as Administrative Agent. (Designated in CECONY’s Current Report on Form 8-K, dated March 24, 2025 (File No. 1-1217) as Exhibit 10) CON EDISON ANNUAL REPORT 2025 185
10.2.2 $500 million 364-Day Senior Unsecured Term Loan Credit Agreement, dated as of November 24, 2025, among CECONY, as Borrower, the lenders party thereto, U.S. Bank National Association, as Administrative Agent and U.S. Bank National Association and PNC Capital Markets LLC, as Joint Lead Arrangers and Bookrunners. (Designated in CECONY’s Current Report on Form 8-K, dated November 24, 2025 (File No. 1-1217) as Exhibit 10) 10.2.3 Settlement Agreement, dated October 2, 2000, by and among CECONY, the Staff of the New York State Public Service Commission and certain other parties. (Designated in CECONY’s Current Report on Form 8-K, dated September 22, 2000 (File No. 1-1217) as Exhibit 10) 10.2.4.1* Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan, as amended and restated as of January 1, 2009. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-1217) as Exhibit 10.2.6) 10.2.4.2* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan, dated December 24, 2015. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-1217) as Exhibit 10.2.6.2) 10.2.4.3* Amendment One to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-1217) as Exhibit 10.2.6.3) 10.2.4.4* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (File No. 1-1217) as Exhibit 10.2.1.1) 10.2.4.5* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (File No. 1-1217) as Exhibit 10.2.1.2) 10.2.4.6* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-1217) as Exhibit 10.2.3.6) 10.2.4.7* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-1217) as Exhibit 10.2.3.7) 10.2.4.8* Amendment to the Consolidated Edison Company of New York, Inc. Supplemental Retirement Income Plan. (Designated in CECONY’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-1217) as Exhibit 10.2.2) 10.2.5.1* Deferred Compensation Plan for the Benefit of Trustees of CECONY, as amended, effective January 1, 2008. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-1217) as Exhibit 10.2.7) 10.2.5.2* Amendment #1 to the Deferred Compensation Plan for the Benefit of Trustees of CECONY, dated December 26, 2012. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-1217) as Exhibit 10.2.7.2) 10.2.6* CECONY Supplemental Medical Benefits. (Designated in CECONY's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-1217) as Exhibit 10.2.1) 10.2.7* The Severance Pay Plan for Management Employees of Consolidated Edison Company of New York, Inc. and its Participating Employers, as amended and restated, effective as of December 1, 2021. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-1217) as Exhibit 10.2.6) 10.2.8.1* The Consolidated Edison Company of New York, Inc. Deferred Income Plan, as amended and restated, as of January 1, 2019. (Designated in CECONY’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-1217) as Exhibit 10.2.7) 10.2.8.2* Amendment to the Consolidated Edison Company of New York, Inc. Deferred Income Plan. (Designated in CECONY’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 1-1217) as Exhibit 10.2.3) 10.2.9.1* Trust Agreement, dated as of March 31, 1999, between CECONY and Mellon Bank, N.A., as Trustee. (Designated in CECONY’s Annual Report on Form 10-K, for the year ended December 31, 2005 (File No. 1-1217) as Exhibit 10.2.13.1) 10.2.9.2* Amendment Number 1 to the CECONY Rabbi Trust, executed October 24, 2003, between CECONY and Mellon Bank, N.A., as Trustee. (Designated in CECONY’s Annual Report on Form 10-K, for the year ended December 31, 2005 (File No. 1-1217) as Exhibit 10.2.13.2) 23.2 Consent of PricewaterhouseCoopers LLP 31.2.1 Rule 13a-14(a)/15d-14(a) Certifications – Chief Executive Officer 31.2.2 Rule 13a-14(a)/15d-14(a) Certifications – Chief Financial Officer 32.2.1 Section 1350 Certifications – Chief Executive Officer 32.2.2 Section 1350 Certifications – Chief Financial Officer 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document * Management contract or compensatory plan or arrangement. 186 CON EDISON ANNUAL REPORT 2025
Item 16: Form 10-K Summary None. Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Securities Exchange Act of 1934. No annual report to security holders covering CECONY’s last fiscal year has been sent to its security holders. No proxy statement, form of proxy or other proxy soliciting material has been sent to CECONY’s security holders during such period. CON EDISON ANNUAL REPORT 2025 187
Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 19, 2026. Consolidated Edison, Inc. Consolidated Edison Company of New York, Inc. By /s/ Kirkland B. Andrews Kirkland B. Andrews Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities indicated, on February 19, 2026. Signature Registrant Title /s/ Timothy P. Cawley Con Edison Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) Timothy P. Cawley CECONY Chairman of the Board, Chief Executive Officer and Trustee (Principal Executive Officer) /s/ Kirkland B. Andrews Con Edison Senior Vice President and Chief Financial Officer (Principal Financial Officer) Kirkland B. Andrews CECONY Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Joseph Miller Con Edison Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) Joseph Miller CECONY Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) /s/ Brendan Cavanagh Con Edison CECONY Director Trustee Brendan Cavanagh /s/ John F. Killian Con Edison CECONY Director TrusteeJohn F. Killian /s/ Karol V. Mason Con Edison CECONY Director TrusteeKarol V. Mason /s/ Dwight A. McBride Con Edison CECONY Director Trustee Dwight A. McBride /s/ William J. Mulrow Con Edison CECONY Director TrusteeWilliam J. Mulrow /s/ Michael W. Ranger Con Edison CECONY Director TrusteeMichael W. Ranger /s/ Linda S. Sanford Con Edison CECONY Director TrusteeLinda S. Sanford /s/ Deirdre Stanley Con Edison CECONY Director TrusteeDeirdre Stanley /s/ L. Frederick Sutherland Con Edison CECONY Director TrusteeL. Frederick Sutherland /s/ Catherine Zoi Con Edison CECONY Director TrusteeCatherine Zoi 188 CON EDISON ANNUAL REPORT 2025
Management Effective March 1, 2026 CONSOLIDATED EDISON, INC. Tim Cawley, Chairman, President, and Chief Executive Officer Deneen L. Donnley, Senior Vice President and General Counsel Kirkland Andrews, Senior Vice President and Chief Financial Officer Sylvia V. Dooley, Vice President and Corporate Secretary Joseph Miller, Vice President and Controller Yukari Saegusa, Vice President and Treasurer CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. Tim Cawley, Chairman and Chief Executive Officer Matthew Ketschke, President Deneen L. Donnley, Senior Vice President and General Counsel Kirkland Andrews, Senior Vice President and Chief Financial Officer Robert Sanchez, President, Shared Services Sylvia V. Dooley, Vice President and Corporate Secretary Senior Vice Presidents Robert B. Brantley, Capital Infrastructure Delivery Jennifer Hensley, Corporate Affairs Mary E. Kelly, Gas Operations Vicki H. Kuo, Customer Energy Solutions Patrick G. McHugh, Electric Operations Steven J. Parisi, Central Operations Nancy M. Shannon, People and Supply Chain Kamran Ziaee, Enterprise Technology and Security (ETS) and Chief Information Officer Vice Presidents James R. Brennan, Central Engineering Angel Cardoza, System and Transmission Operations Gregory Elcock, Customer Clean Energy Programs Karlene Green, Human Resources Allisyn Glasser, ETS Strategy and Planning Matthew Glasser, Staten Island Electric Operations and Energy Services Amy A. Haag, Steam Operations Jeannine Haggerty, ETS Technology Products and Solution Delivery Amr A. Hassan, Gas Engineering Christina C. Ho, Strategic Planning LaAsia S. Hundley, Supply Chain Nicholas Inga, Construction Sebastien Jobert, ETS Engineering and Operations Kurt M. John, ETS and Chief Information Security Officer Christopher Jones, Bronx and Westchester Electric Operations Jeffrey R. Kalata, Tax Investor Information CON EDISON ANNUAL REPORT 2025 189
Thomas Karakatsanis, Emergency Preparedness Ivan Kimball, Energy Management Joshua A. Konecni, Regulatory Services Venetia A. Lannon, Environment, Health and Safety Nicole Leon, Talent Acquisition, Learning and Development Scott A. Levinson, Legal Services Robert Massoni, Gas Operations Joseph Miller, Controller Edlyn Misquita, General Auditor Michael Murphy, Customer Operations Lisa Primeggia, Manhattan Electric Operations James J. Quakenbush, Financial Planning and Analysis Christopher Raup, Energy Policy and Regulatory Affairs Yukari Saegusa, Treasurer Natalia M. Saldarriaga, Facilities and Field Services Shaun A. Smith, Brooklyn and Queens Electric Operations Kimberly R. Strong, Business Ethics and Compliance and Chief Ethics and Compliance Officer Raghusimha Sudhakara, Distributed Resource Integration Carolyn J. Vadino, Communications Margaret M. Walters, Substation Operations Shakira C. Wilson, Engineering and Planning ORANGE AND ROCKLAND UTILITIES, INC. Tim Cawley, Chairman Michele L. O’Connell, President and Chief Executive Officer Joseph Miller, Chief Financial Officer and Controller Yukari Saegusa, Treasurer William J. Kelleher, Corporate Secretary Vice Presidents Won Choe, Operations Janette Espino, Customer Service CON EDISON TRANSMISSION, INC. Tim Cawley, Chairman Stuart Nachmias, President and Chief Executive Officer David A. Brooks, Corporate Secretary Vice President Walter Alvarado, Electric Transmission Board of Directors CONSOLIDATED EDISON, INC. Tim Cawley Chairman, President, and Chief Executive Officer Consolidated Edison, Inc., New York, NY Brendan Cavanagh President and Chief Executive Officer SBA Communications Corporation, Boca Raton, FL John F. Killian Former Executive Vice President and Chief Financial Officer Verizon Communications, Inc., New York, NY Karol V. Mason President John Jay College of Criminal Justice, New York, NY Dwight A. McBride Gerald Early Distinguished Professor and Senior Advisor to the Chancellor Washington University, St. Louis, MO William J. Mulrow Former Senior Advisory Director Blackstone, New York, NY Michael W. Ranger Senior Managing Director Diamond Castle Holdings LLC, New York, NY; and former President and Chief Executive Officer Covanta Holding Corporation Linda S. Sanford Former Senior Vice President, Enterprise Transformation International Business Machines Corporation (IBM), Armonk, NY Deirdre Stanley Former Executive Vice President and General Counsel The Estée Lauder Companies, Inc., New York, NY L. Frederick Sutherland Former Executive Vice President and Chief Financial Officer Aramark Corporation, Philadelphia, PA Catherine Zoi Former Director and Chief Executive Officer EVgo, Inc., Los Angeles, CA 190 CON EDISON ANNUAL REPORT 2025
Investor Information ANNUAL STOCKHOLDERS’ MEETING We plan to hold the Annual Meeting by means of remote communications only. The 2026 Annual Meeting of Stockholders will be held remotely at 10 a.m. on Monday, May 18, 2026. Shareholders may attend virtually by visiting virtualshareholdermeeting.com/ED2026 and following the instructions in the proxy materials. Proxies will be requested from stockholders when the notice of meeting and proxy statement are provided on or about April 8, 2026. STOCK LISTING The Common Stock is listed on the New York Stock Exchange. The Common Stock ticker symbol is “ED.” The press listing is “ConEdison” or “ConEd.” TRANSFER AGENT AND REGISTRAR Regular mail delivery: Computershare Investor Services P.O. Box 43006 Providence, RI 02940-3006 Overnight delivery: Computershare Investor Services Shareholder Communications Department 150 Royall St. Suite 101 Canton, MA 02021 United States of America Toll-free telephone: 1-800-522-5522 TTY/Hearing Impaired: 1-800-952-9245 computershare.com/investor DIVIDEND REINVESTMENT Stockholders of record with 50 or more shares of the Company’s Common Stock are eligible to participate in the Company’s Automatic Dividend Reinvestment and Cash Payment Plan. For more information and a copy of the plan prospectus, please call Computershare, Shareholder Services, at 1-800-522-5522. DUPLICATE MAILINGS AND DUPLICATE ACCOUNTS If you are a record holder, the Transfer Agent and Registrar may deliver only one copy of the Company’s proxy statement and Annual Report to multiple stockholders who share an address unless the Transfer Agent and Registrar has received contrary instructions from one or more of the stockholders. To eliminate duplicate mailings, please contact the Transfer Agent and Registrar, enclosing labels from the mailings or label information where possible. Beneficial owners who share an address and who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future will need to contact their broker, bank, or other nominee. Separate dividend checks and form of proxies will continue to be sent for each account on our records. ADDITIONAL INFORMATION The company files annual, quarterly, and current reports; proxy statements and other information with the Securities and Exchange Commission, which is available at sec.gov and on the company website at conEd.com, or available without charge to the company security holders on written request to: Sylvia V. Dooley Vice President and Corporate Secretary Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 CorporateSecretary@conEd.com INVESTOR RELATIONS Inquiries from security analysts, investment managers, and other members of the financial community should be addressed to: Jan C. Childress
Director of Investor Relations Consolidated Edison, Inc.
4 Irving Place New York, NY 10003 1-212-460-6611 childressj@conEd.com For additional financial, operational, and customer service information, visit conEdison.com. CON EDISON ANNUAL REPORT 2025 191
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Con Edison Annual Report 2025 How to Reach Us Consolidated Edison, Inc. 4 Irving Place New York, NY 10003 1-212-460-4600 conEdison.com Consolidated Edison Company of New York, Inc. 4 Irving Place New York, NY 10003 1-212-460-4600 conEd.com Orange and Rockland Utilities, Inc. One Blue Hill Plaza Pearl River, NY 10965 1-845-352-6000 oru.com Con Edison Transmission, Inc. 4 Irving Place New York, NY 10003 1-888-800-8712 conEdTransmission.com Consolidated Edison, Inc. is a holding company that provides a wide range of energy-related products and services to its customers through the following subsidiaries: Consolidated Edison Company of New York, Inc., a regulated utility providing electric service in New York City and New York’s Westchester County, gas service in Manhattan, the Bronx, parts of Queens and parts of Westchester, and steam service in Manhattan; Orange and Rockland Utilities, Inc., a regulated utility serving customers in a 1,300-square-mile area in southeastern New York State and northern New Jersey; and Con Edison Transmission, Inc., a regulated company primarily under the oversight of the Federal Energy Regulatory Commission, that develops and invests in electric transmission projects and owns, through joint ventures, both electric and gas assets.
