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 analyst meeting on April 5, 2000:
Slide 1
The New Consolidated Edison, Inc.
Boston Analysts
April 5, 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
Topics We'll Cover Today
The merger
The regulated side
The competitive side
Timing
Update on Northeast Utilities
Update on Consolidated Edison
Slide 4
The New Con Edison Will Have
A Large Presence in a Large Market
Total Assets $26 Billion
Electric Customers 5.0 Million
Gas Customers 1.4 Million
Region:
19% of US Population
25% of electricity output
Slide 5
Growth Built on a Solid Foundation
Telecom and Technology
Specialized Generation Products and Services
Electric & Gas Distribution Customers
Slide 6
Why Does This Merger Make Sense?
The Basics:
Very large customer base
Strong local economies
Solid financials
Experience operating across multiple jurisdictions
The Opportunities:
Scope to exploit IT and other new technologies to generate savings
World-class reliability and technological experience
Complementary management skills
Slide 7
Where Will Savings Come From?
Graph Chart: Regulated Cost Savings 88%
Unregulated Cost Savings 12%
Graph Chart: Labor 53%
Programs 32%
Purchasing 10%
Other 5%
10 Year Total Savings $1.5 Billion
Slide 8
Why Are These Synergies Credible?
Intensive consolidation analyses are under way involving over 400 employees
at both companies
Experience merging regulated companies
PSNH (Savings exceeded 1990 projections)
Yankee Gas (Identified savings exceed 1999 projections)
Orange & Rockland (Aggressive savings projections being delivered)
Contiguous service territory facilitates cooperation and helps achieve savings
Slide 9
Proximity Makes Synergies Still More Credible
Graphics: Map of United States
Dallas to Columbus - 1,040 Miles
Denver to Minneapolis - 915 Miles
Chicago to Philadelphia - 760 Miles
Raleigh to St. Petersburg - 700 Miles
Manhattan to Berlin - 100 Miles
Slide 10
Why Does This Merger Make Sense?
The Competitive Side
- -- Con Edison
-- Solutions
-- Retail Marketing & Energy Services
-- Energy
-- Wholesale Marketing
-- Generation Development, Ownership, Services
-- Development
-- Generation Development, Ownership, Services
-- Communications
-- Telecommunciations
- -- Northeast Utilities
-- Select
-- Retail Marketing & Energy Services
-- Wholesale Marketing
-- HEC
-- Retail Marketing & Energy Services
-- NGC
-- Generation Development, Ownership, Services
-- NGS
-- Generation Development, Ownership, Services
-- Mode 1/Neon
-- Telecommunciations
Slide 11
Combined Unregulated
Generation Assets Total 2,500 MW
1. Northfield Mtn.
2. CEEMI
3. Mt. Tom
4. Holyoke Project
5. Housatonic Hydro
6. Eastern Hydro
7. Newington
8. Lakewood
Regional 1999 Peak Load: 105,000 MW
Slide 12
Our Target Region is the Wealthiest Area of the Nation
Per Capita Income Ranking
#1 Connecticut
#2 New Jersey
#3 Massachusetts
#4 New York
#5 Maryland
#6 Delaware
#7 New Hampshire
#15 Rhode Island
#16 Pennsylvania
#30 Vermont
#36 Maine
Slide 13
NEON: A Map of Opportunity
Market Metrics
Target market includes 12 states
30 million people
1 million businesses
19 million access lines
Slide 14
Telecommunications Emerging as Significant Growth Driver
NEON has been a successful first step
Market value of NU's 4.8 million shares exceeds $300 million
Combined Con Edison/NU ownership will be 32%
Slide 15
The Recovery of NU's Financial Condition Is Accelerating
Graphics: Chart
Slide 16
Connecticut Regulation
Final decision on merger due June 28
Draft decision approves Millstone auction
Final decision due 4/19
100% of Millstone 2
90% of Millstone 3
Winning bidder likely to be named by end of summer
DPUC staff recommendation triggers $1/share for NU shareholders if
received prior to the later of the merger date or 12/31/00
Strong interest in units and increasingly higher prices paid for other
nuclear units
Slide 17
NU Nuclear Plants
Running Well
Units operating well
Millstone 3 on line for 290 days
Millstone 2 has operated well, refueling scheduled for this Spring
Seabrook operations continue to be strong
Slide 18
New Hampshire Restructuring
NHPUC decision is near
Legislature likely to vote on securitization before summer
Final decision on merger scheduled for July 31
Slide 19
"...Con Edison will become the dominant force in the Northeast in this
rapidly changing industry and will become one of the largest
utilities in the country..."
-- The New York Times
Slide 20
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 21
Financial Benefits of the Merger
Accretive to earnings after first year
Positioned for future earnings growth
Con Edison dividend policy maintained
Increased financial flexibility for NU
Continued strong balance sheet post-merger
Slide 22
Pro Forma Capital Structure
Should Maintain Strong Ratings
Chart: Long Term Debt - 55%
Equity - 45%
Slide 23
Shareholder Value:
Earnings Growth Components
Chart
Slide 24
Road Map to Completion
All state and federal filings made in January
ED, NU shareholder meetings on April 14
Seeking all approvals to accommodate a fall closing
Slide 25
Our Commitment to the Future
Capture the synergy savings
Grow the business
Leverage strong management team
DELIVER VALUE TO $HAREHOLDER$