Consolidated Edison : 2023 Evercore ISI Conference Presentation

Consolidated Edison, Inc.

Evercore ISI Conference Presentation

January 12-13, 2023

Available Information

On November 3, 2022, Consolidated Edison, Inc. issued a press release reporting its third quarter 2022 earnings and filed with the Securities and Exchange Commission the company's third quarter 2022 Form 10-Q. This presentation should be read together with, and is qualified in its entirety by reference to, the earnings press release and the Form 10-Q. Copies of the earnings press release and the Form 10-Q are available at: www.conedison.com/en/. (Select "For Investors" and then select "Press Releases" and "SEC Filings," respectively.)

Forward-Looking Statements

This presentation 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 expectations and not facts. Words such as "forecasts," "expects," "estimates," "anticipates," "intends," "believes," "plans," "will," "target," "guidance," "potential," "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 such as those identified in reports Con Edison has filed with the Securities and Exchange Commission, including, but not limited to, that the proposed sale of the Clean Energy Businesses may not occur on the contemplated terms, timeline or at all, Con Edison's subsidiaries are extensively regulated and are subject to substantial penalties; its utility subsidiaries' rate plans may not provide a reasonable return; it may be adversely affected by changes to the utility subsidiaries' rate plans; the failure of, or damage to, its subsidiaries' facilities could adversely affect it; a cyber- attack could adversely affect it; the failure of processes and systems and the performance of employees and contractors could adversely affect it; it is exposed to risks from the environmental consequences of its subsidiaries' operations, including increased costs related to climate change; its ability to pay dividends or interest depends on dividends from its subsidiaries; changes to tax laws could adversely affect it; it requires access to capital markets to satisfy funding requirements; a disruption in the wholesale energy markets or failure by an energy supplier or customer could adversely affect it; it has substantial unfunded pension and other postretirement benefit liabilities; it faces risks related to health epidemics and other outbreaks, including the COVID-19 pandemic; its strategies may not be effective to address changes in the external business environment; and it also faces other risks that are beyond its control, including inflation and supply chain disruptions. Con Edison assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

This presentation also contains financial measures, adjusted earnings and adjusted earnings per share (adjusted EPS) and, for the Clean Energy Businesses (CEBs), adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), 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, 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 Con Edison does not consider indicative of its ongoing financial performance such as the impairment loss related to Con Edison's investment in Stagecoach, the loss from the sale of a renewable electric project, the effects of the Clean Energy Businesses' HLBV accounting for tax equity investors in certain renewable and sustainable electric projects and mark-to-market accounting and the related tax impact of such HLBV accounting and mark-to-market accounting on the parent company. Adjusted EBITDA for the CEBs refers to the CEBs' net income for common stock, excluding the effects of HLBV and mark-to-market accounting, before interest, taxes, depreciation and amortization plus the pre-tax equivalent of production tax credits. Management uses adjusted earnings and adjusted EPS 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 Con Edison's expectations regarding its future earnings and dividends on its common stock. Management uses the CEBs' adjusted EBITDA to evaluate the performance of the CEBs. Management believes that these non-GAAP financial measures are also useful and meaningful to investors to facilitate their analysis of the financial performance of Con Edison and the CEBs.

For more information, contact Con Edison's Investor Relations team:

Jan Childress, Director	Kiley Kemelman, Section Manager	Caroline Elsasser, Sr Financial Analyst
Tel: [phone]	Tel: [phone]	Tel: [phone]
Email:[e-mail]	Email:[e-mail]	Email:[e-mail]

www.conEdison.com

2

Pro Forma Structure Focuses on Regulated T&D(c)

Market Cap(a): $30.4 billion

Regulated Energy Delivery

FERC Regulated Transmission

Con Edison

Orange and Rockland

Transmission,

Inc.

Consolidated Edison Company of New

Utilities, Inc.

(Con Edison

(O&R)

York, Inc.

Transmission

(CECONY)

or CET)

Rockland

Mountain

Electric

New York

Valley

Company

Transco, LLC

Pipeline, LLC

(RECO)

(MVP)

45.7%

9.7%(b)

1. As of September 30, 2022.
2. Based on the current project cost estimate and CET Gas' previous capping of its cash contributions to the joint venture, this ownership interest is expected to be reduced to 8.0 percent.
3. Con Edison's subsidiary, Con Edison Clean Energy Businesses, Inc., is held for sale.

Overview of CEB Sale and Use of Proceeds

Con Edison has concluded its strategic review of the Con Edison Clean Energy Businesses (CEBs) and has reached an agreement to sell the CEBs to a subsidiary of RWE Aktiengesellschaft (RWE)

Transaction Overview

• Con Edison has reached an agreement to sell the CEBs to RWE Renewables Americas, LLC, a subsidiary of RWE for $6.8 billion, subject to closing adjustments
• Con Edison plans the following use of proceeds, subject to the closing of the transaction:
• • Repay $1,050 million of parent company debt
  • Invest in CECONY and O&R
  • Subject to board approval, institute a share repurchase program
• Due to the pending transaction, Con Edison intends to:
• • Forego common equity issuances in 2022 and 2023
  • Evaluate equity needs for 2024
• At December 31, 2021, Con Edison had $946 million in unused tax credits that can offset up to 75% of the Federal income tax liability from a gain on sale

Key Transaction Milestones

•	Signing of purchase and	October 1, 2022
	sale agreement
Filings and Approvals:
	- Hart-Scott-Rodino	Filed October 28, 2022
	- FERC	Filed October 28, 2022
	- Committee on Foreign	Filed December 22, 2022
	Investment in the United
	States
• Third party notices and	In process
	consents
•	Closing	Expected First Half of
		2023

4

Regulatory Developments

5