Capitalization

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023, 346,597,693 and 345,415,772 shares, respectively, of Con Edison common stock were outstanding. At December 31, 2024 and 2023, 235,488,094 million shares of CECONY common stock were outstanding, all of which were owned by Con Edison. At December 31, 2024 and 2023, Con Edison had 33,753,963 treasury shares, including 21,976,200 shares of Con Edison 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 stock it owns as a reduction of common shareholder’s equity.

In December 2024, Con Edison entered into a forward sale agreement relating to 7,000,000 of its common shares. The company expects the common shares under the forward sale agreement to settle by December 31, 2025. The company or the forward purchaser may accelerate the forward sale agreement upon the occurrence of certain events. On a settlement date, if the company decides to physically settle, it will issue shares to the forward purchaser at the then-applicable forward sale price. The forward sale price is equal to $96.66 per share and is subject to adjustment on a daily basis based on a floating interest rate factor less a spread, and will be subject to decrease on each of certain dates by amounts related to expected dividends. The common shares under the forward sale agreement will be physically settled, unless the company elects cash settlement or net share settlement (which it has the right to do, subject to certain conditions, other than in limited circumstances). In the event the company elects to cash settle or net share settle, the settlement amount will be generally related to (1) (a) the market value of the common shares during the unwind period under the forward sale agreement minus (b) the applicable adjusted forward sale price; multiplied by (2) the number of shares subject to such cash settlement or net share settlement. If this settlement amount is a negative number, the forward purchaser will pay the company the absolute value of that amount or deliver to the company a number of shares having a value equal to the absolute value of such amount. If this settlement amount is a positive number, the company will pay the forward purchaser that amount or deliver to the forward purchaser a number of shares having a value equal to such amount. No amounts have been or will be recorded to the consolidated financial statements with respect to the equity offering until any settlement of the forward sale agreement occurs.

In 2023, Con Edison entered into accelerated share repurchase agreements with two dealers to repurchase $1,000 million in aggregate of Con Edison’s Common Shares ($.10 par value) (Common Shares). The settlement of the accelerated share repurchase agreements occurred in the second quarter of 2023. Con Edison made payments of $1,000 million in aggregate to the dealers and received deliveries of 10,543,263 Common Shares in aggregate.

Con Edison recorded the 2023 accelerated share repurchases as equity transactions, and at the time of receipt, shares were included in treasury stock at fair market value as of the corresponding trade date. Con Edison reflected shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

Capitalization of Con Edison

At December 31, 2024 and 2023, 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 2025-2029 is as follows:


(Millions of Dollars)	Con Edison	(a)	CECONY
2025	$—		$—
2026	250		250
2027	780		700
2028	800		800
2029	44		—

(a)Amounts shown exclude $59 million of 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 for additional information. The sale and transfer of Broken Bow II, including the related debt, was completed in January 2025.

At December 31, 2024 and December 31, 2023, long-term debt of CECONY included $225 million and $450 million, respectively, of tax–exempt debt 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, 2024 and 2023 are:


(Millions of Dollars)	2024		2023
Long-Term Debt (including current portion) (a)	Carrying Amount	Fair Value	Carrying Amount	Fair Value
Con Edison (b)	$24,651	$21,997	$22,177	$20,525
CECONY	23,409	20,915	21,060	19,517

(a)Amounts shown are net of unamortized debt expense and unamortized debt discount of $249 million and $241 million for Con Edison and CECONY, respectively, as of December 31, 2024 and $222 million and $215 million for Con Edison and CECONY, respectively, as of December 31, 2023.

(b)Amounts shown exclude the debt of Broken Bow II, a deferred project that was classified as held for sale as of December 31, 2024 and as of December 31, 2023 and is shown under “Project Debt Held for Sale" on Con Edison's Consolidated Statement of Capitalization. The carrying value and fair value of Broken Bow II's long-term debt, including the current portion, as of December 31, 2024 was $59 million and $54 million, respectively, and as of December 31, 2023 was $62 million and $58 million, respectively. 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 sale and transfer of Broken Bow II, including the related debt, was completed in January 2025. See Note W.

The fair values of the Companies' long-term debt have been estimated primarily using available market information and at December 31, 2024 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, 2024.

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.