PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 2018)
5,800,000 Shares
Consolidated Edison, Inc.
Common Shares
We expect to
enter into a forward sale agreement with an affiliate of Wells Fargo Securities, LLC, which affiliate we refer to as the forward purchaser. Wells Fargo Securities, LLC, as agent for its affiliated forward purchaser, whom we refer to in such capacity
as the forward seller, intends to borrow from third parties and has agreed to sell to the underwriter an aggregate of 5,800,000 of our common shares in connection with the forward sale agreement between us and the forward purchaser (the
offering). If the forward purchaser determines, in its commercially reasonable judgment, that the forward seller is unable to borrow and deliver for sale on the anticipated closing date of the offering such number of our common shares,
or that the forward seller would incur a stock loan cost greater than a specified amount in order to do so, then we will issue and sell directly to the underwriter a number of shares equal to the number of shares that the forward seller does not
borrow and sell. In certain such cases, we may terminate the forward sale agreement on or before the closing date of this offering, in which case we will issue and sell directly to the underwriter all of the common shares in connection with the
offering.
We will not initially receive any proceeds from the offering, except in certain circumstances described in this
prospectus supplement. Although we expect to physically settle the forward sale agreement entirely by delivering our common shares in exchange for cash proceeds, we may elect cash or net share settlement for all or a portion of our obligations under
the forward sale agreement if we conclude that it is in our best interests to do so. If we elect to cash settle the forward sale agreement, we will not receive any proceeds from the sale of common shares in the offering and we may either receive a
cash payment from, or owe a cash payment to, the forward purchaser. If we elect to net share settle the forward sale agreement, we will not receive any proceeds from the sale of common shares in the offering, and we may either receive common shares
from, or owe common shares to, the forward purchaser. See Underwriting (Conflicts of Interest)Forward Sale Agreement beginning on page S-18 of this prospectus supplement for a description of the forward sale agreement.
Our common shares are listed on the New York Stock Exchange (the NYSE) under the symbol ED. On May 6, 2019,
the closing price of our common shares on the NYSE was $85.42 per share. On April 18, 2019, our Board of Directors declared a dividend of $0.74 per share payable on June 17, 2019 to shareholders of record on May 15, 2019. Purchasers of common shares
in this offering will be entitled to receive the dividend payable on June 17, 2019 with respect to shares purchased in this offering.
Investing in
our common shares involves risks. See
Risk Factors
beginning on
page S-8
of this prospectus supplement.
We expect to receive net proceeds, before expenses, of $492,014,000 in connection with the offering only upon full physical settlement of
the forward sale agreement, which we expect will occur by December 28, 2020. The forward sale agreement may be settled earlier in whole or in part at our option, subject to satisfaction of certain conditions. For the purpose of calculating the
net proceeds to us in connection with the offering, we have assumed the forward sale agreement is fully physically settled based on the initial forward price of $84.83 per share. The forward price is subject to adjustment pursuant to the forward
sale agreement, and the actual proceeds under the forward sale agreement, if any, will be calculated as described in this prospectus supplement. As a result of such adjustment, we may receive an amount in cash upon physical settlement of the forward
sale agreement that is less than the amount calculated based on the initial forward price. Although we expect to settle the forward sale agreement entirely by the full physical delivery of common shares in exchange for cash proceeds, we may elect
cash settlement or net share settlement for all or a portion of the forward sale agreement. See Underwriting (Conflicts of Interest)Forward Sale Agreement for a description of the forward sale agreement.
The underwriter has agreed to purchase our common shares from the forward seller at a price of $84.83 per share. The underwriter may offer
our common shares in transactions on the NYSE, in the over-the counter market or through negotiated transactions at market prices or negotiated prices.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The common shares will be
ready for delivery on or about May 10, 2019.
Wells Fargo
Securities
The date of this prospectus supplement is
May 7, 2019.