This combined management's discussion and analysis of financial condition and
results of operations (MD&A) relates to the consolidated financial statements
(the First Quarter Financial Statements) included in this report of two separate
registrants: Consolidated Edison, Inc. (Con Edison) and Consolidated Edison
Company of New York, Inc. (CECONY). 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 MD&A should be read in conjunction with the First Quarter Financial Statements and the notes thereto and the MD&A in Item 7 of the Companies' combined Annual Report on Form 10-K for the year ended December 31, 2021 (File Nos.1-14514 and 1-1217, the Form 10-K).



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.

Con Edison, incorporated in New York State in 1997, is a holding company that
owns all of the outstanding common stock of CECONY, Orange and Rockland
Utilities, Inc. (O&R), Con Edison Clean Energy Businesses, Inc. and Con Edison
Transmission, Inc. As used in this report, the term the "Utilities" refers to
CECONY and O&R.


                                    Con Edison

          CECONY           O&R               Clean Energy Businesses       

Con Edison Transmission


                       •RECO                                               •CET Electric
                                                                           •CET Gas



Con Edison's principal business operations are those of CECONY, O&R, the Clean
Energy Businesses 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. The Clean Energy Businesses develop, own and operate renewable and
sustainable energy infrastructure projects and provide energy-related products
and services to wholesale and retail customers. Con Edison is considering
strategic alternatives with respect to the Clean Energy Businesses. Con Edison
Transmission invests in electric transmission projects and manages both electric
and gas assets while seeking to develop electric transmission projects. See
"Investments" in Note A to the First Quarter Financial Statements.

Con Edison seeks to provide shareholder value through continued dividend growth,
supported by earnings growth in regulated utilities and contracted electric and
gas assets. The company invests to provide reliable, resilient, safe and clean
energy critical for its NY customers. The company is an industry leading owner
and operator of contracted, large-scale solar generation in the United States.
Con Edison is a responsible neighbor, helping the communities it serves become
more sustainable.

In addition to the Companies' material contingencies described in Notes B, G and
H to the First Quarter Financial Statements, the Companies' management considers
the following events, trends, and uncertainties to be important to understanding
the Companies' current and future financial condition.

CECONY Electric and Gas Rate Plans
In January 2022, CECONY filed a request with the NYSPSC for electric and gas
rate increases of $1,199 million and $503 million, respectively, effective
January 2023. In April 2022, CECONY updated its January 2022 request
49

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and decreased its requested January 2023 increase for electric and gas rate
increases to $1,038 million and $402 million, respectively. CECONY's future
earnings will depend on the rates authorized in, and the other provisions of,
its January 2023 rate plans and CECONY's ability to operate its businesses in a
manner consistent with such rate plans. Therefore, the outcome of CECONY's rate
request, which requires approval by the NYSPSC, will impact the Companies'
future financial condition, results of operations and liquidity. See "Rate
Plans" in Note B to the First Quarter Financial Statements.

Pursuant to its electric and gas rate plans, CECONY recorded $92 million of
earnings for the year ended December 31, 2021 of earnings adjustment mechanisms
and positive incentives, primarily reflecting the achievement of certain energy
efficiency measures. For the three months ended March 31, 2022, CECONY recorded
a reduction in the amount of previously recorded earnings adjustment mechanisms
of $4.5 million. The amount of earnings or losses CECONY records pursuant to the
earnings adjustment mechanisms and positive incentives will also impact the
Companies' future financial condition, results of operations and liquidity. See
"Rate Plans" in Note B to the First Quarter Financial Statements.

Clean Energy Goals
The success of the Companies' efforts to meet federal, state and city clean
energy policy goals and the impact of 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 demand to increase and
gas and steam usage to decrease in their service territories as federal, state
and local laws and policies are enacted and implemented that continue to promote
renewable electric energy. In particular, 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 of climate change on the Utilities' systems and
the success of the Utilities' efforts to increase system reliability and manage
service interruptions resulting from severe weather may impact the Companies'
future financial condition, results of operations and liquidity.

Clean Energy Businesses
The Clean Energy Businesses develop, own and operate renewable and sustainable
energy infrastructure projects. The success of the Clean Energy Businesses'
strategy to increase earnings is dependent upon the expansion of their renewable
energy portfolio and successful execution of develop/transfer opportunities. Con
Edison is considering strategic alternatives with respect to the Clean Energy
Businesses. The outcome of such evaluation may impact Con Edison's future
financial condition, results of operations and liquidity.

Con Edison Transmission
Con Edison Transmission has taken steps to realign its portfolio to focus on
electric transmission rather than gas by completing the sale of its 50 percent
interest in Stagecoach in 2021. During 2020 and 2021, Con Edison Transmission
recorded impairments on its investment in Mountain Valley Pipeline, LLC and
during 2021, Con Edison Transmission recorded impairments on its previously held
interest in Stagecoach and its interest in Honeoye Storage Corporation
(Honeoye). Any future impairments of Con Edison Transmission's investments may
impact Con Edison's future financial condition and results of operations. Con
Edison Transmission is pursuing opportunities and participating in competitive
solicitations to develop electric transmission projects that will deliver
offshore wind energy to high voltage electric grids in NY, through its NY
Transco partnership, and in NJ, and to deliver renewable energy from northern ME
to the New England transmission system within southern ME. 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. See "Investments" in Note A to the First Quarter Financial
Statements.

COVID-19


The Coronavirus Disease 2019 (COVID-19) pandemic has impacted, and continues to
impact, countries, communities, supply chains and markets. As a result of the
COVID-19 pandemic, there has been an economic slowdown in the Companies' service
territories and changes in governmental and regulatory policy. The decline in
business activity in the Companies' service territories has resulted in a slower
recovery of cash from outstanding customer accounts receivable balances,
material increases in customer accounts receivable balances, increases to the
allowance for uncollectible accounts, and may result in increases to write-offs
and recoveries of customer accounts. The extent to which COVID-19 will continue
to impact the Companies, in particular, the Companies' ability to recover cash
from outstanding customer accounts receivable balances and the amount of
write-offs of customer accounts, may impact Con Edison's future financial
condition, results of operations and liquidity. See "Coronavirus Disease 2019
(COVID-19) Impacts" below and "COVID-19 Regulatory Matters" in Note B to the
First Quarter Financial Statements.





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CECONY

Electric



CECONY provides electric service to approximately 3.5 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 16,727 MMlb of steam annually to approximately 1,545 customers in parts of Manhattan.




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 NY and northern NJ, an approximately 1,300 square mile
service area.


Gas

O&R delivers gas to over 0.1 million customers in southeastern NY.




Clean Energy Businesses
Con Edison Clean Energy Businesses, Inc., together with its subsidiaries, are
referred to in this report as the Clean Energy Businesses. The Clean Energy
Businesses develop, own and operate renewable and sustainable energy
infrastructure projects and provide energy-related products and services to
wholesale and retail customers. The Clean Energy Businesses have approximately
3,000 megawatts (AC) of renewable energy projects in the U.S. Con Edison is
considering strategic alternatives with respect to the Clean Energy Businesses.

Con Edison Transmission
Con Edison Transmission, Inc. invests in electric transmission projects and
manages both electric and gas assets through its wholly-owned subsidiaries,
Consolidated Edison Transmission, LLC (CET Electric) and Con Edison Gas Pipeline
and Storage, LLC (CET Gas). CET Electric owns a 45.7 percent interest in New
York Transco LLC, which owns and has been selected to build additional electric
transmission assets in NY. CET Gas and CECONY own 71.2 percent and 28.8 percent
interests, respectively, in Honeoye, which operates a gas storage facility in
upstate NY. In addition, CET Gas owns a 10.0 percent interest (that is expected
to be reduced to 8.0 percent based on the current project cost estimate and CET
Gas' previous capping of its cash contributions to the joint venture) in
Mountain Valley Pipeline LLC (MVP), a joint venture developing a proposed
300-mile gas transmission project in WV and VA. Con Edison Transmission, Inc.,
together with CET Electric and CET Gas, are referred to in this report as Con
Edison Transmission.

Certain financial data of Con Edison's businesses are presented below: 51

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                                                                 For the Three Months Ended
                                                                       March 31, 2022                      At March 31, 2022
                                                        Operating                  Net Income for
(Millions of Dollars, except percentages)               Revenues                    Common Stock                    Assets
CECONY                                                          $3,517    87  %        $475    79  %                                   $53,213    84  %
O&R                                                                285     7             30     5                                        3,359     5
Total Utilities                                                  3,802    94            505    84                                       56,572    89
Clean Energy Businesses (a)                                        260     6            107    18                                        6,554    10
Con Edison Transmission                                              1     -              -     -                                          260     -
Other (b)                                                        (3)       -           (10)    (2)                                         351     1
Total Con Edison                                                $4,060   100  %        $602   100  %                                   $63,737   100  %


(a)Net income for common stock from the Clean Energy Businesses for the three
months ended March 31, 2022 reflects $51 million of net after-tax mark-to-market
effects and $36 million (after-tax) of the effects of HLBV accounting for tax
equity investments in certain renewable and sustainable electric projects.
(b)Other includes parent company and consolidation adjustments. Net income for
common stock for the three months ended March 31, 2022 includes $(4) million of
income tax impact on the net after-tax mark-to-market effect and $(3) million
(after-tax) of income tax impact on the effects of HLBV accounting for tax
equity investments in certain renewable and sustainable projects.


Coronavirus Disease 2019 (COVID-19) Impacts
The Companies continue to respond to the COVID-19 global pandemic by working to
reduce the potential risks posed by its spread to employees, customers and other
stakeholders. The Companies continue to employ an incident command structure led
by a pandemic planning team. The Companies support employee health and facility
hygiene through regular cleaning and disinfecting of all work and common areas,
promoting social distancing, allowing employees to work remotely and directing
employees to stay at home if they are experiencing COVID or flu-like symptoms.
Employees who test positive for COVID-19 are directed to quarantine at home and
are evaluated for close, prolonged contact with other employees that would
require those employees to quarantine at home. Following the Centers for Disease
Control and Prevention guidelines, sick or quarantined employees return to work
when they can safely do so. The Utilities continue to provide critical electric,
gas and steam service to customers during the pandemic. Additional safety
protocols have been implemented to protect employees, customers and the public,
when work at customer premises is required.

In October 2021, in response to President Biden's Executive Order 14042, the
Companies announced that they are committed to complying with the mandate for
employees of federal contractors and subcontractors to be fully vaccinated
against COVID-19 by the federally-required deadline, unless employees are
legally entitled to an accommodation. In December 2021, an injunction was issued
in the United States District Court for the Southern District of Georgia which
currently prevents the U.S. government from enforcing this federal contractor
vaccine mandate nationwide. The Eleventh Circuit of the U.S. Court of Appeals
heard oral arguments in April 2022.

In December 2021, New York City instituted a vaccination mandate that requires
employees of private businesses located in New York City who perform in-person
work or interact with the public to be vaccinated against COVID-19. In
furtherance of the mandate, in December 2021, the New York City Commissioner of
Health and Mental Hygiene issued an order that requires workers entering
workplaces within New York City to provide proof of COVID-19 vaccination, except
in cases of a medical or religious exemption. This order is applicable to the
Companies' employees and contractors who report in-person to a company workplace
located in New York City and the Companies are complying with its requirements.

The Companies are continuing to monitor the vaccination mandates closely and are
implementing appropriate measures to mitigate any workforce and cost impacts
that may occur.

Below is additional information related to the effects of the COVID-19 pandemic
and the Companies' actions. Also, see "COVID-19 Regulatory Matters" in Note B to
the First Quarter Financial Statements.

Impact of CARES Act and 2021 Appropriations Act on Accounting for Income Taxes
In response to the economic impacts of the COVID-19 pandemic, the Coronavirus
Aid, Relief, and Economic Security (CARES) Act became law on March 27, 2020. The
CARES Act has several key business tax relief measures that may present
potential cash benefits and/or refund opportunities for Con Edison and its
subsidiaries, including permitting a five-year carryback of a NOL for tax years
2018, 2019 and 2020, temporary removal of the 80 percent limitation of NOL
carryforwards against taxable income for tax years before 2021, temporary
relaxation of the limitations on interest deductions, Employee Retention Tax
Credit and deferral of payments of employer payroll taxes.




52

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The CARES Act also allows employers to defer payments of the employer share of
Social Security payroll taxes that would have otherwise been owed from March 27,
2020 through December 31, 2020. The Companies deferred the payment of employer
payroll taxes for the period April 1, 2020 through December 31, 2020 of
approximately $71 million ($63 million of which is for CECONY). The Companies
paid half of this liability during 2021 and will repay the other half by
December 31, 2022.

Under the CARES Act, the Companies qualified for an employee retention tax
credit for "eligible employers" related to governmental authorities imposing
restrictions that partially suspended their operation for a portion of their
workforce due to the COVID-19 pandemic. In December 2020, the Consolidated
Appropriations Act, 2021 (the 2021 Appropriations Act) was signed into law. The
2021 Appropriations Act, among other things, extended the expiring employee
retention tax credit to include qualified wages paid in the first two quarters
of 2021, increased the qualified wages paid to an employee from 50 percent up to
$10,000 annually in 2020 to 70 percent up to $10,000 per quarter in 2021 and
increased the maximum employee retention tax credit amount an employer could
take per employee from $5,000 in 2020 to $14,000 in the first two quarters of
2021. In March 2021, the American Rescue Plan Act was signed into law that
expanded the 2021 Appropriations Act to extend the period for eligible employers
to receive the employer retention credit from June 30, 2021 to December 31,
2021. In November 2021, the Infrastructure and Investment and Jobs Act was
signed into law and accelerated the end of the employee retention tax credit
retroactive to October 1, 2021, rather than December 31, 2021. This effectively
reduced the maximum credit available from $28,000 to $21,000 per employee. For
the three months ended March 31, 2021, Con Edison recognized an immaterial tax
benefit to Taxes, other than income taxes.

Accounting Considerations
Due to the COVID-19 pandemic and subsequent New York State on PAUSE and related
executive orders (that have since been lifted), decline in business,
bankruptcies, layoffs and furloughs, among other factors, both commercial and
residential customers have had and may continue to have increased difficulty
paying their utility bills. In June 2020, the state of NY enacted a law
prohibiting NY utilities, including CECONY and O&R, from disconnecting
residential customers, and starting in May 2021 small business customers, during
the COVID-19 state of emergency, which ended in June 2021. In addition, such
prohibitions were in effect until December 21, 2021 for residential and small
business customers who have experienced a change in financial circumstances due
to the COVID-19 pandemic.

CECONY and O&R have existing allowances for uncollectible accounts established
against their customer accounts receivable balances that are reevaluated each
quarter and updated accordingly. Changes to the Utilities' reserve balances that
result in write-offs of customer accounts receivable balances are not reflected
in rates during the term of the current rate plans. CECONY's and O&R's "accounts
receivable - customers" balance (net allowance for uncollectible accounts)
changed from $1,841 million and $91 million at December 31, 2021 to $2,026
million and $107 million at March 31, 2022, respectively. The amount of the
customer accounts receivable balances that are over 60 days in arrears for
CECONY and O&R are $1,348 million and $29 million, respectively, as of March 31,
2022, and $1,272 million and $29 million, respectively, as of December 31, 2021.
CECONY's and O&R's allowances for uncollectible customer accounts reserve
changed from $304 million and $12.3 million at December 31, 2021 to $324 million
and $11.4 million at March 31, 2022 respectively. In April 2021 and April 2022,
NY passed laws to create programs to address statewide utility arrears, the
amount of which may be allocated to address CECONY's and O&R's customer
arrearages is not yet known. In addition, the NYSPSC may consider programs to
address utility arrearages as part of a utility arrearage program. CECONY and
O&R expect to reduce customer accounts receivables balances commensurate with
amounts authorized to be recovered under customer arrearage programs, the amount
of which is unknown. See "COVID-19 Regulatory Matters" in Note B and Note L to
the First Quarter Financial Statements.

During the first quarter of 2022, the potential economic impact of the COVID-19
pandemic was also considered in forward-looking projections related to write-off
and recovery rates, resulting in increases to the customer allowance for
uncollectible accounts as detailed herein. The Companies test goodwill for
impairment at least annually or whenever there is a triggering event, and 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 Companies identified no triggering events or
changes in circumstances related to the COVID-19 pandemic that would indicate
that the carrying value of goodwill, long-lived or intangible assets may not be
recoverable at March 31, 2022.

NY Legislation
In April 2021, NY passed a law that increases the corporate franchise tax rate
on business income from 6.5% to 7.25%, retroactive to January 1, 2021, for
taxpayers with taxable income greater than $5 million. The law also reinstates
the business capital tax at 0.1875%, not to exceed a maximum tax liability of $5
million per taxpayer. NY
53

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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 are scheduled to expire
after 2023 and are not expected to have a material impact on the Companies'
financial position, results of operations or liquidity.

In addition, the new law created a program that allows eligible residential
renters in NY who require assistance with rent and utility bills to have up to
twelve months of electric and gas utility bill arrears forgiven, provided that
such arrears were accrued on or after March 13, 2020. The program will be
administered by the State Office of Temporary and Disability Assistance in
coordination with the NYSDPS and the NYSPSC. Under the program, CECONY and O&R
would qualify for a refundable tax credit for NY gross-receipts tax equal to the
amount of arrears waived by the Utilities in the year that the arrears are
waived and certified by the NYSPSC. See "COVID-19 Regulatory Matters" in Note B
to the First Quarter Financial Statements.
In April 2022, NY approved the 2022-2023 state budget, which includes
$250 million for addressing residential statewide utility arrears accrued from
March 7, 2020 through March 1, 2022. Funds are expected to be distributed by the
NYSDPS to NY utilities on behalf of customers. The allocation of funds to NY
utilities, including CECONY and O&R, is to be based on their share of statewide
eligible utility arrears of customers participating in energy affordability
programs, and funds are expected to be disbursed no later than August 1, 2022.

Liquidity and Financing
The Companies continue to monitor the impacts of the COVID-19 pandemic on the
financial markets closely, including borrowing rates and daily cash collections.
The Companies have been able to access the capital markets as needed since the
start of the COVID-19 pandemic in March 2020. See Notes C and D to the First
Quarter Financial Statements. However, a continued economic downturn as a result
of the COVID-19 pandemic has increased the amount of capital needed by the
Utilities and could impact the costs of such capital.

The decline in business activity in the Utilities' service territory as a result
of the COVID-19 pandemic and subsequent New York State on PAUSE and related
executive orders (that have since been lifted), resulted in a slower recovery in
cash of outstanding customer accounts receivable balances in 2020, 2021 and for
the three months ended March 31, 2022. In addition, increases in electric and
gas commodity prices during the first quarter of 2022, coupled with the decline
in business activity due to the COVID-19 pandemic, may further contribute to a
slower recovery of cash from outstanding customer accounts receivable balances.
These trends will likely continue through the remainder of 2022. See "COVID-19
Regulatory Matters" in Note B to the First Quarter Financial Statements and
"Financial and Commodity Market Risks - Commodity Price Risk," below.

Con Edison and the Utilities have a $2,250 million credit agreement (Credit
Agreement) in place under which banks are committed to provide loans on a
revolving credit basis until December 2023 ($2,200 million of commitments from
December 2022), subject to certain conditions. In March 2022, CECONY entered
into a 364-Day Revolving Credit Agreement (CECONY Credit Agreement) under which
banks are committed to provide loans up to $750 million on a revolving credit
basis until March 30, 2023, subject to certain conditions. In April 2022, FERC
issued an order that increases CECONY's authorization to issue short-term debt
from $2,250 million to $3,000 million effective May 2022. 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. See Note D to
the First Quarter Financial Statements.


Results of Operations

Net income for common stock and earnings per share for the three months ended March 31, 2022 and 2021 were as follows:






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                                                                                 For the Three Months Ended March 31,
                                                                                  2022            2021          2022          2021
                                                                       Net Income for Common Stock     Earnings
(Millions of Dollars, except per share amounts)                                                        per Share
CECONY                                                                            $475            $465         $1.34         $1.36
O&R                                                                                 30              27          0.09          0.08
Clean Energy Businesses (a)                                                        107              49          0.30          0.14
Con Edison Transmission (b)                                                          -           (122)             -        (0.35)
Other (c)                                                                   (10)                     -    (0.03)                 -
Con Edison (d)                                                                    $602            $419         $1.70         $1.23


(a)Net income for common stock and earnings per share from the Clean Energy
Businesses for the three months ended March 31, 2022 and 2021 includes $51
million or $0.15 a share and $49 million or $0.14 a share of net after-tax
mark-to-market effects, respectively. Net income for common stock and earnings
per share from the Clean Energy Businesses for the three months ended March 31,
2022 and 2021 also includes $36 million or $0.10 a share (after-tax) and ($1)
million or $0.00 a share (after-tax), respectively, of the effects of HLBV
accounting for tax equity investments in certain renewable and sustainable
electric projects.
(b)Net income for common stock from Con Edison Transmission for the three months
ended March 31, 2021 includes $(125) million or $(0.36)
a share of net after-tax goodwill impairment loss related to its investment in
Stagecoach. See "Investments - 2021 Partial Impairment of Investment in
Stagecoach Gas Services LLC (Stagecoach) in Note A to the First Quarter
Financial Statements.
(c)Other includes parent company and consolidation adjustments. Net income for
common stock and earnings per share for the three months ended March 31, 2022
and 2021 includes ($4) million or ($0.01) a share and ($4) million or ($0.01) a
share, respectively, of income tax impact on the net after-tax mark-to-market
effects. Net income for common stock and earnings per share for the three months
ended March 31, 2022 and 2021 also includes ($3) million or ($0.01) a share
(after-tax) and an immaterial amount, respectively, of income tax impact on the
effects of HLBV accounting for tax equity investments in certain renewable and
sustainable electric projects.

Net income for common stock and earnings per share for the three months ended
March 31, 2021 includes $5 million or $0.01 a share of income tax impact for the
impairment loss related to Con Edison Transmission's investment in Stagecoach.
See "Investments - 2021 Partial Impairment of Investment in Stagecoach Gas
Services LLC (Stagecoach)" in Note A to the First Quarter Financial Statements.

(d) Earnings per share on a diluted basis were $1.70 a share and $1.22 a share for the three months ended March 31, 2022 and 2021,

respectively.



The following table present the estimated effect of major factors on earnings
per share and net income for common stock for the three months ended March 31,
2022 as compared with the 2021 period.



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                     Variation for the Three Months Ended March 31, 2022 vs. 2021
                                                                       Net Income for
                                                                        Common Stock
                                                                        (Millions of     Earnings per
                                                                          Dollars)          Share
CECONY (a)
Higher gas rate base                                                               $29            $0.08

Resumption of the billing of late payment charges and other fees to allowed rate plan levels

                                                            14             0.04
Higher electric rate base                                                            6             0.02
Higher interest expense                                                           (10)           (0.03)

Lower incentives earned under the electric and gas earnings adjustment mechanisms (EAMs)

                                                       (9)           (0.03)
Higher stock based compensation costs                                              (6)           (0.02)
Higher payroll taxes                                                               (4)           (0.01)
Weather impact on steam revenues                                                   (3)           (0.01)
Dilutive effect of stock issuances                                                   -           (0.05)

Other                                                                              (7)           (0.01)
Total CECONY                                                                        10           (0.02)
O&R (a)
Electric base rate increase                                                          2             0.01
Gas base rate increase                                                               2             0.01

Other                                                                              (1)           (0.01)
Total O&R                                                                            3             0.01
Clean Energy Businesses
HLBV effects                                                                        37             0.10
Higher operating revenue                                                            26             0.08
Lower operation and maintenance expense                                             17             0.05
Net mark-to-market effects                                                           2             0.01
Higher gas purchased for resale                                                   (29)           (0.09)

Other                                                                                5             0.01
Total Clean Energy Businesses                                                       58             0.16
Con Edison Transmission

Impairment loss related to investment in Stagecoach in 2021                        125             0.36

Other                                                                              (3)           (0.01)
Total Con Edison Transmission                                                      122             0.35
Other, including parent company expenses
Impairment tax benefits related to investment in Stagecoach in 2021                (5)           (0.01)

HLBV effects                                                                       (3)           (0.01)
Other                                                                              (2)           (0.01)
Total Other, including parent company expenses                                    (10)           (0.03)
Total Reported (GAAP basis)                                                       $183            $0.47

a.Under the revenue decoupling mechanisms in the Utilities' NY electric and gas rate plans and the
weather-normalization clause applicable to their gas businesses, revenues are generally not affected by
changes in delivery volumes from levels assumed when rates were approved. 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.






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The Companies' other operations and maintenance expenses for the three months ended March 31, 2022 and 2021 were as follows:


                                                                          For the Three Months Ended March 31,
(Millions of Dollars)                                                                                         2022          2021
CECONY
Operations                                                                                                    $437          $428
Pensions and other postretirement benefits                                                                     102          (10)
Health care and other benefits                                                                                  35            37
Regulatory fees and assessments (a)                                                                             87            78
Other                                                                                                           80            75
Total CECONY                                                                                                   741           608
O&R                                                                                                             86            80
Clean Energy Businesses                                                                                         76            99
Con Edison Transmission                                                                                          4             4
Other (b)                                                                                                      (2)         (1)
Total other operations and maintenance expenses                                                               $905          $790

(a)Includes Demand Side Management, System Benefit Charges and Public Service Law 18A assessments which are collected in revenues. (b)Includes parent company and consolidation adjustments.

A discussion of the results of operations by principal business segment for the three months ended March 31, 2022 and 2021 follows. For additional business segment financial information, see Note M to the First Quarter Financial Statements.




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The Companies' results of operations for the three months ended March 31, 2022
and 2021 were as follows:

                                                                                                           Con Edison
                                         CECONY               O&R           Clean Energy Businesses       Transmission          Other (a)         Con Edison (b)
(Millions of Dollars)                   2022      2021     2022     2021           2022           2021      2022      2021       2022     2021        2022      2021
Operating revenues                    $3,517    $3,205     $285     $248           $260           $224        $1        $1       $(3)     $(1)      $4,060    $3,677
Purchased power                          430       396       59       41              -              -         -         -        (2)        -         487       437
Fuel                                     144        93        -        -              -              -         -         -          -        -         144        93
Gas purchased for resale                 324       233       47       31             72             32         -         -          -        -         443       296
Other operations and maintenance         741       608       86       80             76             99         4         4        (2)      (1)         905       790
Depreciation and amortization            446       415       24       24             59             58         -         -          -        -         529       497
Taxes, other than income taxes           721       674       23       23              7              7         -         -          2        -         753       704

Operating income                         711       786       46       49             46             28       (3)       (3)        (1)        -         799       860
Other income (deductions) (c)             81      (23)        5      (3)              -              -         4     (159)          -      (1)          90     (186)
Net interest expense                     200       184       11       11           (37)           (28)         1         5          7        4         182       176
Income before income tax expense         592       579       40       35             83             56         -     (167)        (8)      (5)         707       498
Income tax expense                       117       114       10        8             24              6         -      (45)          2      (5)         153        78
Net income                              $475      $465      $30      $27            $59            $50        $-    ($122)      $(10)       $-        $554      $420
Income (loss) attributable to
non-controlling interest                   -         -        -        -           (48)              1         -         -          -        -        (48)         1
Net income for common stock             $475      $465      $30      $27           $107            $49        $-    ($122)      $(10)       $-        $602      $419


(a)Includes parent company and consolidation adjustments.
(b)Represents the consolidated results of operations of Con Edison and its
businesses.
(c)For the three months ended March 31, 2021, Con Edison Transmission recorded a
pre-tax goodwill impairment loss of $172 million ($120 million after-tax) that
reduced the carrying value of
its investment in Stagecoach from $839 million to $667 million. See
"Investments" in Note A to the First Quarter Financial Statements.




58

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CECONY
                                      For the Three Months Ended                                      For the Three Months Ended
                                            March 31, 2022                                                  March 31, 2021
                                                                                                                                                                       2022-2021
(Millions of Dollars)              Electric            Gas          Steam  

      2022 Total       Electric            Gas          Steam          2021 Total          Variation
Operating revenues                   $2,084         $1,131           $302             $3,517         $1,968           $973           $264              $3,205               $312
Purchased power                         411         -                  20                431            383         -                  13                 396                 35
Fuel                                     66         -                  78                144             45         -                  48                  93                 51
Gas purchased for resale             -                 323         -                     323         -                 233         -                      233                 90
Other operations and
maintenance                             573            118             50                741            475             92             41                 608                133
Depreciation and
amortization                            332             90             24                446            315             77             23                 415                 31
Taxes, other than income
taxes                                   532            149             40                721            503            132             39                 674                 47
Operating income                       $170           $451            $90               $711           $247           $439           $100
 $786              $(75)



Electric

CECONY's results of electric operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:




                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                            $2,084            $1,968        $116
Purchased power                                  411               383          28
Fuel                                              66                45          21
Other operations and maintenance                 573               475      

98


Depreciation and amortization                    332               315      

17


Taxes, other than income taxes                   532               503          29
Electric operating income                       $170              $247       $(77)

CECONY's electric sales and deliveries for the three months ended March 31, 2022 compared with the 2021 period were:


                                                              Millions of kWh Delivered                                                      Revenues in Millions (a)
                                             For the Three Months Ended                                                    For the Three Months Ended
                                                                                                       Percent                                                                       Percent
Description                                March 31, 2022      March 31, 2021      Variation         Variation           March 31, 2022      March 31, 2021      Variation         Variation
Residential/Religious (b)                           2,641               2,606             35            1.3  %                     $783                $753            $30            4.0  %
Commercial/Industrial                               2,515               2,354            161            6.8                         614                 528             86           16.3
Retail choice customers                             5,144               5,229           (85)           (1.6)                        537                 581           (44)           (7.6)
NYPA, Municipal Agency and other sales              2,398               2,288            110            4.8                         162                 148             14            9.5
Other operating revenues (c)                         -               -                -                      -                     (12)                (42)             30          (71.4)
Total                                              12,698              12,477            221            1.8  % (d)               $2,084              $1,968           $116            5.9  %


(a)Revenues from electric sales are subject to a revenue decoupling mechanism,
as a result of which delivery revenues generally are 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 the
company's rate plans.
(d)After adjusting for variations, primarily weather and billing days, electric
delivery volumes in CECONY's service area increased 2.6 percent in the three
months ended March 31, 2022 compared with the 2021 period.

Operating revenues increased $116 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to an increase in revenues from
the electric rate plan ($56 million), higher purchased power expenses ($28
million) and higher fuel expenses ($21 million).

59

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Purchased power expenses increased $28 million in the three months ended March 31, 2022 compared with the 2021 period due to higher unit costs ($53 million), offset in part by lower purchased volumes ($25 million).

Fuel expenses increased $21 million in the three months ended March 31, 2022 compared with the 2021 period due to higher unit costs ($19 million) and purchased volumes from the company's electric generating facilities ($2 million).



Other operations and maintenance expenses increased $98 million in the three
months ended March 31, 2022 compared with the 2021 period primarily due to
higher costs for pensions and other postretirement benefit, reflecting
reconciliation to the rate plan level ($81 million), higher surcharges for
assessments and fees that are collected in revenues from customers ($8 million)
and higher healthcare costs ($4 million).

Depreciation and amortization increased $17 million in the three months ended
March 31, 2022 compared with the 2021 period primarily due to higher electric
utility plant balances.

Taxes, other than income taxes increased $29 million in the three months ended
March 31, 2022 compared with the 2021 period due to a higher deferral of
over-collected property taxes ($23 million), higher payroll taxes ($4 million)
and higher state and local taxes ($2 million).

Gas

CECONY's results of gas operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:



                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                            $1,131              $973        $158
Gas purchased for resale                         323               233          90
Other operations and maintenance                 118                92      

26


Depreciation and amortization                     90                77      

13


Taxes, other than income taxes                   149               132          17
Gas operating income                            $451              $439         $12

CECONY's gas sales and deliveries, excluding off-system sales, for the three months ended March 31, 2022 compared with the 2021 period were:


                                                      Thousands of Dt Delivered                                                      Revenues in Millions (a)
                                     For the Three Months Ended                                                     For the Three Months Ended
                                                                                               Percent                                                                       Percent
Description                        March 31, 2022       March 31, 2021      Variation        Variation            March 31, 2022       March 31, 2021     Variation        Variation
Residential                             25,058           26,221           (1,163)             (4.4  %)                      $522                 $455           $67          14.7  %
General                                 13,960           12,912            1,048               8.1                           210                  168            42          25.0
Firm transportation                     32,847           34,846           (1,999)             (5.7)                          348                  305            43          14.1
Total firm sales and
transportation                          71,865           73,979           (2,114)             (2.9)    (b)                 1,080                  928           152          16.4
Interruptible sales (c)                  2,697            1,853              844              45.5                            20                    9            11            Large
NYPA                                     7,785            9,378           (1,593)            (17.0)                            1                    1        -                     -
Generation plants                        9,952            5,974            3,978              66.6                             5                    5        -                     -
Other                                    5,979            6,920             (941)            (13.6)                           12                   13       (1)              (7.7)
Other operating revenues (d)                 -                -                -                     -                        13                   17           (4)         (23.5)
Total                                   98,278           98,104              174               0.2  %                     $1,131                 $973          $158          16.2  %


(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 the company's service area increased 8.6 percent in
the three months ended March 31, 2022 compared with the 2021 period.
(c)Includes 1,391 thousand and 448 thousand of Dt for the 2022 and 2021 periods,
respectively, which are also reflected in firm transportation and other.
(d)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 the company's rate plans.





60

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Operating revenues increased $158 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to an increase in revenues from
the gas rate plan ($72 million) and higher gas purchased for resale ($90
million).

Gas purchased for resale increased $90 million in the three months ended March 31, 2022 compared with the 2021 period due to higher unit costs ($56 million) and higher purchased volumes ($34 million).



Other operations and maintenance expenses increased $26 million in the three
months ended March 31, 2022 compared with the 2021 period primarily due to
higher costs for pensions and other postretirement benefits, reflecting
reconciliation to the rate plan level ($17 million), higher healthcare costs ($1
million), higher uncollectible expense ($1 million) and higher municipal
infrastructure support costs ($1 million).

Depreciation and amortization increased $13 million in the three months ended
March 31, 2022 compared with the 2021 period primarily due to higher gas utility
plant balances.

Taxes, other than income taxes increased $17 million in the three months ended
March 31, 2022 compared with the 2021 period primarily due to a higher deferral
of over-collected property taxes ($6 million), higher property taxes ($5
million) and higher state and local taxes ($5 million).


Steam

CECONY's results of steam operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:



                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                              $302              $264         $38
Purchased power                                   20                13           7
Fuel                                              78                48          30
Other operations and maintenance                  50                41      

9


Depreciation and amortization                     24                23      

1


Taxes, other than income taxes                    40                39           1
Steam operating income                           $90              $100       $(10)

CECONY's steam sales and deliveries for the three months ended March 31, 2022 compared with the 2021 period were:


                                                Millions of Pounds Delivered                                                    Revenues in Millions
                                 For the Three Months Ended                                                  For the Three Months Ended
                                                                                         Percent                                                                     Percent
Description                    March 31, 2022      March 31, 2021     Variation        Variation           March 31, 2022      March 31, 2021     Variation        Variation
General                                315             334             (19)             (5.7  %)                      $15                 $14            $1           7.1  %
Apartment house                      2,252           2,313             (61)             (2.6)                          76                  66            10          15.2
Annual power                         5,083           5,161             (78)             (1.5)                         202                 175            27          15.4
Other operating revenues
(a)                                      -               -               -                     -                        9                   9             -                -
Total                                7,650           7,808            (158)             (2.0)  % (b)                 $302                $264           $38          14.4  %


(a)Other steam operating revenues generally reflect changes in regulatory assets
and liabilities in accordance with the company's rate plan.
(b)After adjusting for variations, primarily weather and billing days, steam
sales and deliveries increased 1.0 percent in the three months ended March 31,
2022 compared with the 2021 period.

Operating revenues increased $38 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to higher fuel expenses ($30
million), higher purchased power expenses ($7 million) and higher tax law
surcharge ($7 million), offset in part by the impact of warmer winter weather
($5 million).

Purchased power increased $7 million in the three months ended March 31, 2022
compared with the 2021 period due to higher unit costs ($9 million), offset, in
part by lower purchased volumes ($2 million)

Fuel increased $30 million in the three months ended March 31, 2022 compared
with the 2021 period due to higher unit costs ($22 million) and higher purchased
volumes from the company's steam generating facilities ($8 million).
61

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Other operations and maintenance expenses increased $9 million in the three months ended March 31, 2022 compared with the 2021 period primarily due to higher costs for pension and other postretirement benefits, reflecting reconciliation to the rate plan level ($7 million).

Depreciation and amortization increased $1 million in the three months ended March 31, 2022 compared with the 2021 period primarily due to higher steam utility plant balances.

Other Income (Deductions)

Other income increased $104 million in the three months ended March 31, 2022 compared with the 2021 period primarily due to lower costs associated with components of pension and other postretirement benefits other than service cost.




Net Interest Expense

Net Interest Expense increased $16 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to higher interest on long-term
debt.


Income Tax Expense
Income taxes increased $3 million in the three months ended March 31, 2022
compared with the 2021 period primarily due to higher income before income tax
expense ($3 million) and lower flow-through tax benefits in 2022 for
plant-related items ($2 million), offset in part by a higher general business
tax credit ($1 million).


O&R

                                          For the Three Months Ended                                For the Three Months Ended
                                                March 31, 2022                                            March 31, 2021
(Millions of Dollars)                          Electric                  Gas      2022 Total             Electric                  Gas      2021 Total 2022-2021 Variation
Operating revenues                                 $166                 $119            $285                 $145                 $103            $248                 $37
Purchased power                                      59             -                     59                   41             -                     41                  18
Gas purchased for resale                       -                          47              47             -                          31              31                  16
Other operations and maintenance                     67                   19              86                   64                   16              80                   6
Depreciation and amortization                        17                    7              24                   17                    7              24                -
Taxes, other than income taxes                       15                    8              23                   14                    9              23                   -
Operating income                                     $8                  $38             $46                   $9                  $40             $49                $(3)



Electric

O&R's results of electric operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:


                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                              $166              $145         $21
Purchased power                                   59                41          18
Other operations and maintenance                  67                64      

3


Depreciation and amortization                     17                17      

-


Taxes, other than income taxes                    15                14           1
Electric operating income                         $8                $9        $(1)







62

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O&R's electric sales and deliveries for the three months ended March 31, 2022 compared with the 2021 period were:


                                                              Millions of kWh Delivered                                                      Revenues in Millions (a)
                                              For the Three Months Ended                                                    For the Three Months Ended
                                                                                                       Percent                                                                       Percent
Description                                 March 31, 2022       March 31, 2021     Variation        Variation            March 31, 2022       March 31, 2021     Variation        Variation
Residential/Religious (b)                           417              381              36                9.4  %                       $85                  $70           $15          21.4  %
Commercial/Industrial                               227              200              27               13.5                           33                   25             8          32.0
Retail choice customers                             629              673             (44)              (6.5)                          44                   48       (4)              (8.3)
Public authorities                                   25               25               -                     -                         4                    2             2            Large
Other operating revenues (c)                          -                -               -                     -                         -                    -             -                -
Total                                             1,298            1,279              19                1.5  % (d)                  $166                 $145           $21          14.5  %


(a)O&R's NY 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.
Effective July 2021, the majority of O&R's electric distribution revenues in NJ
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 NJ 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 the company's electric rate plan.
(d)After adjusting for weather and other variations, electric delivery volumes
in O&R's service area increased 2.6 percent in the three months ended March 31,
2022 compared with the 2021 period.

Operating revenues increased $21 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to higher purchased power
expenses ($18 million) and higher revenues from the NY electric rate plan ($2
million).

Purchased power expenses increased $18 million in the three months ended March 31, 2022 compared with the 2021 period due to higher unit costs ($16 million) and higher purchased volumes ($2 million).

Other operations and maintenance expenses increased $3 million in the three months ended March 31, 2022 compared with the 2021 period primarily due to higher pension costs, reflecting reconciliation to the rate plan level.

Gas

O&R's results of gas operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:



                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                              $119              $103         $16
Gas purchased for resale                          47                31          16
Other operations and maintenance                  19                16      

3


Depreciation and amortization                      7                 7      

-


Taxes, other than income taxes                     8                 9        (1)
Gas operating income                             $38               $40       ($2)



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O&R's gas sales and deliveries, excluding off-system sales, for the three months ended March 31, 2022 compared with the 2021 period were:


                                                      Thousands of Dt Delivered                                                      Revenues in Millions (a)
                                      For the Three Months Ended                                                    For the Three Months Ended
                                                                                               Percent                                                                       Percent
Description                         March 31, 2022       March 31, 2021     Variation        Variation            March 31, 2022       March 31, 2021     Variation        Variation
Residential                               6,165            5,260             905               17.2  %                       $84                  $66           $18          27.3  %
General                                   1,350            1,108             242               21.8                           16                   12             4          33.3
Firm transportation                       3,074            3,582            (508)             (14.2)                          20                   25           (5)         (20.0)
Total firm sales and
transportation                           10,589            9,950             639                6.4    (b)                   120                  103            17          16.5
Interruptible sales                       1,214            1,217              (3)              (0.2)                           2                    2        -                     -
Generation plants                             5                4               1               25.0                         -                -               -                     -
Other                                       285              181             104               57.5                         -                -               -                     -
Other gas revenues                            -                -               -                     -                       (3)                  (2)           (1)          50.0
Total                                    12,093           11,352             741                6.5  %                      $119                 $103           $16          15.5  %


(a)Revenues from NY 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, total firm sales and
transportation volumes increased 1.7 percent in the three months ended March 31,
2022 compared with the 2021 period.

Operating revenues increased $16 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to higher gas purchased for
resale ($16 million).

Gas purchased for resale increased $16 million in the three months ended March 31, 2022 compared with the 2021 period due to higher unit costs ($12 million) and higher purchased volumes ($4 million).

Other operations and maintenance expenses increased $3 million in the three months ended March 31, 2022 compared with the 2021 period primarily due to higher pension costs, reflecting reconciliation to the rate plan level.



Income Tax Expense
Income taxes increased $2 million in the three months ended March 31, 2022
compared with the 2021 period
primarily due to higher income before income tax expense ($1 million) and higher
state income taxes ($1 million).

Clean Energy Businesses

The Clean Energy Businesses' results of operations for the three months ended March 31, 2022 compared with the 2021 period were as follows:



                                       For the Three Months Ended
(Millions of Dollars)                 March 31, 2022    March 31, 2021   Variation
Operating revenues                              $260              $224         $36

Gas purchased for resale                          72                32          40
Other operations and maintenance                  76                99      

(23)


Depreciation and amortization                     59                58      

1


Taxes, other than income taxes                     7                 7         -

Operating income                                 $46               $28         $18



Operating revenues increased $36 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to higher wholesale revenues
($56 million), offset in part by lower revenue from renewable electric projects
($11 million), lower energy services revenues ($6 million) and lower net
mark-to-market values ($3 million).

Gas purchased for resale increased $40 million in the three months ended March 31, 2022 compared with the 2021 period due to higher purchased volumes and prices.



Other operations and maintenance expenses decreased $23 million in the three
months ended March 31, 2022 compared with the 2021 period primarily due to lower
costs from renewable electric projects.

Net Interest Expense




64

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Net interest expense decreased $9 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to lower unrealized gains on
interest rate derivatives.

Income Tax Expense
Income taxes increased $18 million in the three months ended March 31, 2022
compared with the 2021 period primarily due to higher income before income tax
expense ($6 million), lower income attributable to non-controlling interest ($12
million) and higher state income taxes ($1 million), offset in part by higher
renewable energy credits ($2 million).

Income (Loss) Attributable to Non-Controlling Interest
Income attributable to non-controlling interest decreased $49 million in the
three months ended March 31, 2022 compared with the 2021 period primarily due to
lower income in the 2022 period attributable to a tax equity investor in
renewable electric projects accounted for under the HLBV method of accounting.
See Note P to the First Quarter Financial Statements.

Con Edison Transmission
Other Income (Deductions)
Other income increased $163 million in the three months ended March 31, 2022
compared with the 2021 period primarily due to losses in 2021 from CET Gas'
pre-tax impairment loss of $172 million on its investment in Stagecoach (See
"Investments" in Note A to the First Quarter Financial Statements) offset in
part by investment income from Stagecoach ($8 million) and NY Transco ($4
million), compared to 2022 investment income from NY Transco ($4 million).

Net Interest Expense
Net interest expense decreased $4 million in the three months ended March 31,
2022 compared with the 2021 period primarily due to the repayment of an
intercompany loan from the parent company from a portion of the proceeds from
the sale of Stagecoach.

Income Tax Expense
Income taxes increased $45 million in the three months ended March 31, 2022
compared with the 2021 period primarily due to higher income before income tax
expense ($35 million) and higher state income taxes ($11 million).

Other



Income Tax Expense
Income taxes increased $7 million in the three months ended March 31, 2022
compared with the 2021 period primarily due to the absence of the consolidated
New York State income tax benefit related to the Stagecoach impairment in 2021
($5 million). See "Investments - 2021 Partial Impairment of Investment in
Stagecoach Gas Services LLC (Stagecoach)" in Note A to the First Quarter
Financial Statements.


Liquidity and Capital Resources
The Companies' liquidity reflects cash flows from operating, investing and
financing activities, as shown on their respective consolidated statement of
cash flows and as discussed below.

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The Companies' cash, temporary cash investments and restricted cash resulting
from operating, investing and financing activities for the three months ended
March 31, 2022 and 2021 are summarized as follows:

                                                                              For the Three Months Ended March 31,
                                                                                                       Con Edison
                                CECONY                  O&R            Clean Energy Businesses        Transmission            Other (a)             Con Edison (b)
(Millions of Dollars)         2022         2021      2022      2021           2022           2021       2022       2021        2022       2021         2022         2021
Operating activities          $477         $220       $47       $15            $13         $(124)        $10         $-       $(74)       $178         $473         $289
Investing activities         (873)        (902)      (44)      (52)           (25)          (141)       (10)          -           -        (1)        (952)      (1,096)
Financing activities         (471)        (355)       (1)        24           (56)            175          -          -          58      (316)        (470)        (472)
Net change for the
period                       (867)      (1,037)         2      (13)           (68)           (90)      -              -        (16)      (139)        (949)      (1,279)
Balance at beginning of
period                         920        1,067        29        37            178            187      -              -          19        145        1,146        1,436
Balance at end of
period (c)                     $53          $30       $31       $24           $110            $97     $-         $-              $3         $6         $197         $157


(a) Includes parent company and consolidation adjustments.
(b) Represents the consolidated results of operations of Con Edison and its
businesses.
(c) See "Reconciliation of Cash, Temporary Cash Investments and Restricted Cash"
in Note A to the First Quarter Financial Statements.
+




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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 growth of 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.

During 2020 and 2021, the decline in business activity in the Utilities' service
territory due to the COVID-19 pandemic resulted in a slower recovery of cash
from outstanding customer accounts receivable balances, material increases in
customer accounts receivable balances, increases to the allowance for
uncollectible accounts, and may result in increases to write-offs of customer
accounts, as compared to prior to the COVID-19 pandemic. These trends may
continue through 2022. Under the revenue decoupling mechanisms in the Utilities'
NY electric and gas rate plans, changes in delivery volumes from levels assumed
when rates were approved may affect the timing of cash flows, but largely not
net income. The prices at which the Utilities provide energy to their customers
are determined in accordance with their rate plans. However, increases in
electric and gas commodity prices, coupled with the decline in business activity
due to the COVID-19 pandemic, may further contribute to a slower recovery of
cash from outstanding customer accounts receivable balances, increases to the
allowance for uncollectible accounts, and increases to write-offs of customer
accounts receivable balances. In general, changes in the Utilities' cost of
purchased power, fuel and gas may affect the timing of cash flows, but not net
income, because the costs are recovered in accordance with rate plans.

The Utilities' NY rate plans allow them to defer costs resulting from a change
in legislation, regulation and related actions that have taken effect during the
term of the rate plans once the costs exceed a specified threshold. Increases to
the allowance for uncollectible accounts related to the COVID-19 pandemic have
been deferred pursuant to the legislative, regulatory and related actions
provisions of their rate plans. In November 2021, the NYSPSC issued an order
establishing a surcharge recovery mechanism commencing December 1, 2021 through
December 31, 2022 for CECONY to collect late payment charges and fees that were
not billed for the year ended December 31, 2020 due to the COVID-19 pandemic.
The order also established a surcharge recovery or surcredit mechanism for any
fee deferrals for 2021 and 2022. In April 2022, the NYSPSC approved the October
2021 joint proposal for new electric and gas rates for O&R for the three-year
period January 2022 through December 2024 (the Joint Proposal) that includes
certain COVID-19 provisions, such as: recovery of 2020 late payment charges over
three years; reconciliation of late payment charges to amounts reflected in
rates for years 2021 through 2024; and reconciliation of write-offs of customer
accounts receivable balances to amounts reflected in rates from January 1, 2020
through December 31, 2024. See "COVID-19 Regulatory Matters" and "Other
Regulatory Matters" in Note B to the First Quarter Financial Statements and
"Coronavirus Disease 2019 (COVID-19) Impacts - Liquidity and Financing," above.

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 "Rate Plans" in Note B, "COVID-19 Regulatory Matters" in Note B,
"Other Regulatory Matters" in Note B and Note J to the First Quarter Financial
Statements and "Coronavirus Disease 2019 (COVID-19) Impacts - Liquidity and
Financing," 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' NY
electric and gas rate plans. For Con Edison, net income for the three months
ended March 31, 2021 included a non-cash loss recognized with respect to a
partial goodwill impairment of Con Edison Transmission's investment in
Stagecoach. See "Investments" in Note A to the First Quarter Financial
Statements.

Net cash flows from operating activities for the three months ended March 31,
2022 for Con Edison and CECONY were $184 million higher and $257 million higher,
respectively, than in the 2021 period. The changes in net cash flows for Con
Edison and CECONY primarily reflect net higher deferred credits and other
regulatory liabilities balances ($218 million and $191 million, respectively),
higher deferred income taxes ($90 million and $5 million,
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respectively), higher recoveries of depreciation ($32 million and $31 million,
respectively), lower prepayments ($29 million and $29 million, respectively),
higher rate case amortizations and accruals ($25 million and $23 million,
respectively), higher accrued interest ($13 million and $18 million,
respectively) and lower revenue decoupling mechanism receivable balances ($14
million and $13 million, respectively), offset in part by higher other
receivables and other current asset balances ($241 million and $178 million,
respectively). For CECONY, the changes also reflect a lower increase of accounts
receivables balances from customers, net of allowance for uncollectible accounts
($51 million) (see "COVID-19 Regulatory Matters" in Note B to the First Quarter
Financial Statements and "Coronavirus Disease 2019 (COVID-19) Impacts",
"Accounting Considerations" and "Liquidity and Financing," above) and higher
accrued taxes ($29 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



Net cash flows used in investing activities for Con Edison and CECONY were $144
million lower and $29 million lower, respectively, for the three months ended
March 31, 2022 compared with the 2021 period. The change for Con Edison
primarily reflects a decrease in non-utility construction expenditures at the
Clean Energy Businesses ($116 million) due to construction of the CED Nevada
Virginia projects being completed during the first half of 2021 and a decrease
in utility construction expenditures at CECONY ($24 million) and O&R ($7
million).


Cash Flows from Financing Activities

Net cash flows from financing activities for Con Edison and CECONY were $2 million lower and $116 million higher, respectively, in the three months ended March 31, 2022 compared with the 2021 period.



In February 2021, a subsidiary of the Clean Energy Businesses borrowed $250
million at a variable rate, due 2028, secured by equity interests in four of the
company's solar electric projects, the interest rate for which was swapped to a
fixed rate of 3.39 percent.

In February 2021, a subsidiary of the Clean Energy Businesses entered into an
agreement with a tax equity investor for the financing of a portfolio of three
of the Clean Energy Businesses' solar electric projects (CED Nevada Virginia).
Under the financing, the tax equity investor acquired a noncontrolling interest
in the portfolio and will receive a percentage of earnings, tax attributes and
cash flows. In March 2021, May 2021, June 2021, July 2021, and August 2021, the
tax equity investor funded $39 million, $13 million, $47 million, $53 million
and $111 million, respectively. The Clean Energy Businesses will continue to
consolidate this entity and will report the noncontrolling tax equity investor's
interest in the tax equity arrangement. See Note P to the First Quarter
Financial Statements.

In March 2021, a subsidiary of the Clean Energy Businesses agreed to issue $229
million aggregate principal amount of 3.77 percent senior notes, due 2046. In
June 2021, July 2021, and August 2021 CED Nevada Virginia issued $38 million,
$61 million and $130 million, respectively, of the $229 million senior notes,
which are secured by equity interests in CED Nevada and the proceeds from the
sale of which repaid a portion of the borrowings outstanding under a
construction loan facility.

During the first quarter of 2021, Con Edison optionally prepaid the remaining
$675 million outstanding under a February 2019 term loan prior to its maturity
in June 2021.

Con Edison's cash flows from financing for the three months ended March 31, 2022
and 2021 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 $18
million and $28 million, respectively.

Cash flows used in financing activities of the Companies also reflect commercial paper issuances and repayments. The commercial paper amounts outstanding at March 31, 2022 and 2021 and the average daily balances for the three months ended March 31, 2022 and 2021 for Con Edison and CECONY were as follows:






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                                                 2022                                    2021

(Millions of Dollars, except Weighted Average Outstanding at March

        Daily Outstanding at March              Daily
Yield)                                                            31,            average                  31,            average
Con Edison                                                     $1,313             $1,275               $1,581             $1,547
CECONY                                                         $1,061             $1,089               $1,427             $1,492
Weighted average yield                                         0.8  %             0.4  %               0.2  %             0.2  %



Capital Requirements and Resources

Capital Resources For each of the Companies, the common equity ratio at March 31, 2022 and December 31, 2021 was:


                        Common Equity Ratio
                 (Percent of total capitalization)
                March 31, 2022     December 31, 2021
Con Edison           47.7                 47.4
CECONY               47.5                 47.0



Assets, Liabilities and Equity

The Companies' assets, liabilities, and equity at March 31, 2022 and December 31, 2021 are summarized as follows.



                                                                                    Clean Energy           Con Edison
                                       CECONY                     O&R                 Businesses          Transmission            Other (a)              Con Edison (b)
(Millions of Dollars)                 2022         2021        2022       

2021       2022       2021       2022       2021        2022       2021           2022         2021
ASSETS
Current assets                      $4,582       $4,703        $328        $290       $545       $542         $3         $2          $4        $14
    $5,462       $5,551
Investments                            579          608          24          26      -          -            233        223         (3)        (4)            833          853
Net plant                           42,015       41,613       2,616       2,599      4,370      4,367         17         17       -              -         49,018       48,596
Other noncurrent assets              6,037        5,731         391         377      1,639      1,645          7          7         350        356          8,424        8,116
Total Assets                       $53,213      $52,655      $3,359

$3,292 $6,554 $6,554 $260 $249 $351 $366

$63,737 $63,116



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities                 $4,238       $4,321        $401

$372 $966 $1,011 $110 $100 $(300) $(377)

     $5,415       $5,427
Noncurrent liabilities              13,973       13,640       1,087       

1,064 162 121 (89) (90) (17) 14


     15,116       14,749
Long-term debt                      18,384       18,382         968         968      2,583      2,607          -          -         648        647         22,583       22,604
Equity                              16,618       16,312         903         888      2,843      2,815        239        239          20         82     

20,623 20,336 Total Liabilities and Equity $53,213 $52,655 $3,359 $3,292 $6,554 $6,554 $260 $249 $351 $366

$63,737 $63,116

(a) Includes parent company and consolidation adjustments. (b) Represents the consolidated results of operations of Con Edison and its businesses.

CECONY


Current assets at March 31, 2022 were $121 million lower than at December 31,
2021. The change in current assets primarily reflects a decrease in cash and
temporary cash investments ($871 million), primarily due to the January 2022
payment of New York City semi-annual property taxes and a decrease to deferral
of unbilled late payment charges over the rate allowance that are being
recovered through a surcharge mechanism established by the New York Public
Service Commission in its November 2021 order ($44 million). The decrease is
offset in part by an increase in prepayments reflecting primarily the January
2022 payment of New York City semi-annual property taxes, offset in part by
three months of amortization, while the December 2021 balance reflects the
amortization of the entire previous semi-annual payment made in July 2021 ($468
million), an increase in accounts receivables, net of allowance for
uncollectible accounts ($185 million) (see "COVID-19 Regulatory Matters" in Note
B to the First Quarter Financial Statements and "Coronavirus Disease 2019
(COVID-19) Impacts - Accounting Considerations" and "Liquidity and Financing,"
above) and an increase in the fair value of short-term derivative assets ($157
million).
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Investments at March 31, 2022 were $29 million lower than at December 31, 2021.
The change in investments primarily reflects a decrease in supplemental
retirement income plan assets ($26 million) and deferred income plan assets ($3
million). See Note E to the First Quarter Financial Statements.

Net plant at March 31, 2022 was $402 million higher than at December 31, 2021.
The change in net plant primarily reflects an increase in electric ($331
million), gas ($265 million), general ($68 million) and steam ($20 million)
plant balances, offset in part by an increase in accumulated depreciation ($230
million) and a decrease in construction work in progress ($52 million).

Other noncurrent assets at March 31, 2022 were $306 million higher than at
December 31, 2021. The change in other noncurrent assets primarily reflects an
increase in pension and retiree benefits ($255 million), an increase in the
regulatory asset for system peak reduction and energy efficiency programs ($45
million), deferred derivative losses ($35 million), deferred storm costs ($20
million) and deferrals for increased costs related to the COVID-19 pandemic
($20 million). The increase is offset in part by a decrease in the regulatory
asset for deferred pension and other postretirement benefits ($43 million),
unrecognized pension and other postretirement costs to reflect the final
actuarial valuation, as measured at December 31, 2021, of the pension and other
retiree benefit plans in accordance with the accounting rules for retirement
benefits ($21 million). The change in the regulatory asset also reflects the
period's amortization of accounting costs. See Notes B, E and F to the First
Quarter Financial Statements.

Current liabilities at March 31, 2022 were $83 million lower than at
December 31, 2021. The change in current liabilities primarily reflects
decreases in notes payable ($300 million), accounts payable ($169 million) and
accrued benefits for management incentive awards ($55 million), offset in part
by increases in the regulatory liability for deferred derivative gains ($311
million), accrued interest ($108 million), increases in the regulatory liability
for refundable energy costs ($17 million) and customer deposits ($13 million).

Noncurrent liabilities at March 31, 2022 were $333 million higher than at
December 31, 2021. The change in noncurrent liabilities primarily reflects an
increase in deferred income taxes and unamortized investment tax credits ($181
million) primarily due to accelerated tax depreciation, repair deductions and
the prepayment of New York City property taxes. See Note J to the First Quarter
Financial Statements. The change also reflects an increase in regulatory
liabilities for unrecognized other postretirement costs ($199 million) and an
increase in the liability for pension and retiree benefits ($23 million) that
primarily reflects the final actuarial valuation, as measured at December 31,
2021, of the plans in accordance with the accounting rules for retirement
benefits. See Notes E and F to the First Quarter Financial Statements. These
increases are offset in part by a decrease in the regulatory liability for net
unbilled revenue deferrals ($78 million).

Equity at March 31, 2022 was $306 million higher than at December 31, 2021. The
change in equity primarily reflects net income for the three months ended
March 31, 2022 ($475 million), capital contributions from parent ($75 million)
in 2022, offset in part by common stock dividends to parent ($245 million) in
2022.

O&R


Current assets at March 31, 2022 were $38 million higher than at December 31,
2021. The change in current assets primarily reflects increases in the fair
value of short-term derivative assets ($18 million), accounts receivables, net
of allowance for uncollectible accounts ($16 million) and other receivables, net
of allowance for uncollectible accounts ($5 million).

Net plant at March 31, 2022 was $17 million higher than at December 31, 2021.
The change in net plant primarily reflects an increase in electric ($55
million), gas ($11 million), and general ($2 million) plant balances, offset in
part by a decrease in construction work in progress ($40 million) and an
increase in accumulated depreciation ($11 million).

Other noncurrent assets at March 31, 2022 were $14 million higher than at
December 31, 2021. The change in
other noncurrent assets primarily reflects an increase in the regulatory asset
for recoverable energy costs ($6 million), regulatory asset for unrecognized
pension and other postretirement costs to reflect the final actuarial valuation,
as measured at December 31, 2021, of the pension and other retiree benefit plans
in accordance with the accounting rules for retirement benefits ($5 million),
the fair value of long-term derivative assets ($4 million), pension and retiree
benefits ($2 million), and operating lease right-of-use asset ($2 million). This
increase is offset in part by a decrease in the regulatory asset for deferred
pension and other postretirement benefits ($6 million). The change in




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the regulatory asset also reflects the period's amortization of accounting costs. See Notes B, E and F to the First Quarter Financial Statements.

Current liabilities at March 31, 2022 were $29 million higher than at December 31, 2021. The change in current liabilities primarily reflects an increase in the regulatory liability for deferred derivative gains ($27 million).



Noncurrent liabilities at March 31, 2022 were $23 million higher than at
December 31, 2021. The change in noncurrent liabilities primarily reflects an
increase in the liability for pension and retiree benefits ($9 million),
long-term operating lease liabilities ($3 million), regulatory liabilities for
allowance for cost of removal less salvage ($3 million), long-term deferred
derivative gains ($3 million), and an increase in other deferred credits ($2
million).

Equity at March 31, 2022 was $15 million higher than at December 31, 2021. The
change in equity primarily reflects net income for the three months ended
March 31, 2022 ($30 million), offset in part by common stock dividends to parent
($14 million) in 2022.

Clean Energy Businesses
Current assets at March 31, 2022 were $3 million higher than at December 31,
2021. The change in current assets primarily reflects an increase in other
currents assets ($60 million), accrued unbilled revenue ($7 million) and fair
value of short-term derivative assets ($7 million), offset in part by a decrease
in restricted cash ($69 million).

Net plant at March 31, 2022 was $3 million higher than at December 31, 2021. The change in net plant primarily reflects additional capital expenditures.

Other noncurrent assets at March 31, 2022 were $6 million lower than at December 31, 2021. The change in other noncurrent assets primarily reflects the divestiture of renewable electric projects.

Current liabilities at March 31, 2022 were $45 million lower than at December 31, 2021. The change in current liabilities primarily reflects a decrease in the fair value of derivative liabilities ($26 million) and a decrease in accounts payable ($18 million).



Noncurrent liabilities at March 31, 2022 were $41 million higher than at
December 31, 2021. The change in noncurrent liabilities primarily reflects the
increase of deferred taxes ($80 million), offset in part by the change in the
fair value of derivative liabilities ($33 million).

Long-term debt at March 31, 2022 was $24 million lower than at December 31, 2021. The change in long-term debt primarily reflects the timing of principal loan repayment.



Equity at March 31, 2022 was $28 million higher than at December 31, 2021. The
change in equity primarily reflects an increase in net income for the three
months ended March 31, 2022 ($107 million), offset in part by a decrease in
noncontrolling tax equity interest ($54 million) (see Note P to the First
Quarter Financial Statements) and common stock dividends to parent ($24 million)
in 2021.

Con Edison Transmission
Investments at March 31, 2022 were $10 million higher than at December 31, 2021.
The increase in investments primarily reflects additional investment in NY
Transco ($10 million). See "Investments" in Note A to the First Quarter
Financial Statements.

Current liabilities at March 31, 2022 were $10 million higher than at December 31, 2021. The change in current liabilities primarily reflects an increase in short-term borrowings under an intercompany capital funding facility.

Off-Balance Sheet Arrangements At March 31, 2022, none of the Companies' transactions, agreements or other contractual arrangements met the SEC definition of off-balance sheet arrangements.

Regulatory Matters For information about the Utilities' regulatory matters, see Note B to the First

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