Filed by Consolidated Edison, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Consolidated Edison, Inc. (DE)
Commission File No. 333-31390
The following slides were included at an investor forum on March 14, 2000:
Slide 1
The New Consolidated Edison, Inc.
March 14, 2000
Slide 2
This presentation contains forward-looking statements, which are statements of
future expectations and not facts. Actual results or developments might differ
materially from those included in the forward-looking statements because of
factors such as competition and industry restructuring, changes in economic
conditions, changes in historical weather patterns, changes in laws, regulations
or regulatory policies, developments in legal or public policy doctrines,
technological developments and other presently unknown or unforeseen factors.
Other risk factors are detailed from time to time in the two companies' SEC
reports.
Slide 3
Con Edison's Future
- -- The power of scale and scope
- -- Merger update
- -- Superior financial results
Slide 4
Shattering Industry Myths
Myth
- -- Mergers are dilutive
- -- Merger stocks are "dead money"
- -- Synergy targets are not attained
Reality
- -- Con Edison and NU have a track record of accretive transactions -- Con Edison
and NU are building the business and shareholder value -- Con Edison and NU have
proven that synergy targets can be achieved
Slide 5
The New Con Edison
- -- Market Cap. $ 7 Billion
- -- Total Assets $ 26 Billion
- -- Electric Customers 5.0 Million
- -- Gas Customers 1.4 Million
Slide 6
Capitalizing on Northeast
Energy Corridor
- -- 19% of US population
- -- 25% of US electricity output
Slide 7
The Power of Scale and Scope
- -- The nation's largest electric distribution utility -- Large and growing base
of gas customers -- Stronger platform for competitive businesses
Merger Improves Strategic Position
Slide 8
Our Strategy
- -- Focus on "wires and pipes"
- -- Seek related growth opportunities
Slide 9
Corporate Structure
Con Edison, Inc.
- -- Con Edison Company of New York, Inc.
- -- Orange & Rockland Utilities, Inc.
- -- Northeast Utilities
-- CL&P
-- PSNH
-- WMECO
-- Yankee Energy System
- -- Service Company
- -- Competitive Businesses
-- Retail Marketing & Energy Services
-- Specialized Generation Products and Services
-- Telecom
Slide 10
Enhanced Regulated Businesses
- -- Expanded footprint with strong regional economy
- -- Efficiency through technology
- -- Nation's largest customer base
- -- Reasonable regulatory plans
- -- Strong management team
Slide 11
Yankee Energy Merger
- -- Merger closed on March 1, 2000
- -- Supports "wires and pipes" strategy
-- 185,000 Customers
-- 44% of households in Connecticut
-- $300 million of annual revenues
- -- Significant opportunity to lower overhead and increase sales
Slide 12
Nuclear Update
- -- Auction plans
- -- Indian Point 2
- -- Millstone
- -- NU shareholder incentive for timely sale
- -- Seabrook
Slide 13
Shared Focus for Competitive Businesses - Graphics
- -- Con Edison
-- Solutions
-- Retail Marketing & Energy Services
-- Energy
-- Specialized Generation Products and Services
-- Development
-- Specialized Generation Products and Services
-- Communications
-- Telecom
- -- Northeast Utilities
-- HEC
-- Retail Marketing & Energy Services
-- Select
-- Retail Marketing & Energy Services
-- Specialized Generation Products and Services
-- NGC
-- Specialized Generation Products and Services
-- NGS
-- Specialized Generation Products and Services
-- Mode 1
-- Telecom
Slide 14
Strengths for Competitive Business - Graphics
- -- Largest Customer base in country
- -- Strong Core competencies
- -- Platform for telecom expansion
- -- Strategic generation assets -- Cross-selling opportunities
Slide 15
NEON: A Map of Opportunity
- -- Market Metrics
- -- Target market includes 12 states
- -- 30 million people
- -- 1 million businesses
- -- 19 million access lines
Slide 16
Investment in NEON
- -- Combined company's NEON interests
- -- 32% ownership stake by 2004
Slide 17
Metropolitan Area Network
Consolidated Edison Communications, Inc. - Graphics
Slide 18
Financial Benefits of Merger
- -- Accretive to earnings after first year
- -- Positioned for future earnings growth
- -- Con Edison dividend policy maintained
- -- Commitment to solid investment grade ratings
Slide 19
Capital Structure - Pro forma - Graph
- -- Equity
-- 45%
- -- Long-Term Debt
-- 55%
Slide 20
Synergy Savings - Graph
- -- Unregulated Cost Savings
-- $181 - 12%
- -- Regulated Cost Savings
-- $1,364 - 88%
- -- Labor
-- 53%
-- Programs
-- 32%
- -- Purchasing
-- 10%
- -- Other
-- 5%
10 year Total Savings: $1.5 Billion
Slide 21
Road Map to Completion
- -- Seeking all approvals to accommodate a summer closing
- -- Con Edison, NU shareholder meetings on April 14
- -- All initial state and federal filings made in January
Slide 22
Financial Update
Slide 23
Financial Results
1999 1998
Earning Per Share $ 3.14 $ 3.04
Return on Common equity 12.4% 12.0%
Interest Coverage (X)
SEC Test 4.04 4.29
Twelve Months Ended December 31
Slide 24
Con Edison's Track Record
- -- Earned 12%+ ROE in 12 of last 13 years
- -- Increased dividend for 26 consecutive years
- -- Operates world's most reliable electric system
Slide 25
Shareholder Value:
Earnings Growth Components - Graph
Slide 26
Earnings Growth Drivers
- -- Largest customer base in country
- -- Strong economy
- -- Natural gas growth potential
- -- Efficiencies
Slide 27
Earnings Kickers
- -- Telecom expansion
- -- Specialized generation products and services
- -- Leveraging huge customer base
- -- Moving into new markets in the Northeast
Slide 28
Our Commitment to the Future
- -- Capture the Savings
- -- Grow the Business
- -- Leverage Strong Management Team
Deliver Value to Shareholders
Slide 29
Strategically Located Generation
Will Enhance Marketing Business
- -- 1,120 MW of Northfield/WMECO hydro
- -- 190 MW Holyoke Water Power assets
- -- 210 MW of CT hydro will help meet renewable targets
- -- 290 MW acquired by Con Edison in western Massachusetts
- -- 500 MW natural being developed in New Hampshire
Slide 30
Creating Value
- -- Regulated businesses
- -- Related competitive businesses
- -- Creating new business opportunities in growth markets
- -- Leveraging strong financial profile
Slide 31
Consolidated Edison - Graph
O&M vs. net Income 1988-1999