Entergy

Transmission Business

Cities Meeting

March 29, 2012

Overview of

Entergy Transmission

Spin/Merger

Filed by Entergy Corporation Pursuant to

Rule 425

Under the Securities Act of 1933

Subject Company: Entergy Corporation

Commission File No. 001-11299

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Entergy Forward-Looking Information

In this communication, and from time to time, Entergy makes certain “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995.  Except to the extent required by the federal securities

laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of

new information, future events, or otherwise.  Forward-looking statements involve a number of risks and uncertainties.

There are factors that could cause actual results to differ materially from those expressed or implied in the forward-looking

statements, including (i) those factors discussed in Entergy’s Annual Report on Form 10-K for the year ended December

31, 2011 and other filings made by Entergy with the Securities and Exchange Commission; (ii) the following transactional

factors (in addition to others described elsewhere in this presentation and in subsequent securities filings) involving risks

inherent in the contemplated transaction, including: (1) failure to obtain ITC shareholder approval, (2) failure of Entergy

and its shareholders to recognize the expected benefits of the transaction, (3) failure to obtain regulatory approvals

necessary to consummate the transaction or to obtain regulatory approvals on favorable terms, (4) the ability of Entergy,

Transco and ITC to obtain the required financings, (5) delays in consummating the transaction or the failure to

consummate the transaction, (6) exceeding the expected costs of the transaction, and (7) the failure to receive an IRS

ruling approving the tax-free status of the transaction; (iii) legislative and regulatory actions; and (iv) conditions of the

capital markets during the periods covered by the forward-looking statements. The transaction is subject to certain

conditions precedent, including regulatory approvals, approval of ITC’s shareholders and the availability of financing.

Entergy cannot provide any assurance that the transaction or any of the proposed transactions related thereto will be

completed, nor can it give assurances as to the terms on which such transactions will be consummated.

Additional Information and Where to Find It

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ITC and Transco will file registration statements with the Securities and Exchange Commission (“SEC”) registering share

of ITC common stock and Transco common units to be issued to Entergy shareholders in connection with the proposed

transactions.  ITC will also file a proxy statement with the SEC that will be sent to the shareholders of ITC.  Entergy

shareholders are urged to read the prospectus and/or information statement that will be included in the registration statements

and any other relevant documents, because they contain important information about ITC, Transco and the proposed

transactions.  ITC shareholders are urged to read the proxy statement and any other relevant documents because they contain

important information about Transco and the proposed transactions.  The proxy statement, prospectus and/or information

statement, and other documents relating to the proposed transactions (when they are available) can be obtained free of charge

from the SEC’s website at www.sec.gov.  The documents, when available, can also be obtained free of charge from Entergy

upon written request to Entergy Corporation, Investor Relations, P.O. Box 61000 New Orleans, LA 70161 or by calling Entergy’s

Investor Relations information line at 1-888-ENTERGY (368-3749), or from ITC upon written request to ITC Holdings Corp.,

Investor Relations, 27175 Energy Way, Novi, MI 48377 or by calling 248-946-3000.

This communication is not a solicitation of a proxy from any security holder of ITC. However, Entergy, ITC and certain of

their respective directors and executive officers and certain other members of management and employees may be deemed to

be participants in the solicitation of proxies from shareholders of ITC in connection with the proposed transaction under the rules

of the SEC. Information about the directors and executive officers of Entergy, may be found in its 2011 Annual Report on Form

10-K filed with the SEC on February 28, 2012, and its definitive proxy statement relating to its 2011 Annual Meeting of

Shareholders filed with the SEC on March 24, 2011. Information about the directors and executive officers of ITC may be found

in its 2011 Annual Report on Form 10-K filed with the SEC on February 22, 2012, and its definitive proxy statement relating to its

2011 Annual Meeting of Shareholders filed with the SEC on April 21, 2011.

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Transco Transaction Builds on

Key Strategic Objectives

Why a Transco?

•

Complete independence (divestiture)

•

Singular focus in one critical area

–

Substantial investment

–

Technological change

–

Investment needs > depreciation level

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•

Protects / improves credit quality of Operating Companies

•

Consistent with Congress and FERC direction

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Transaction Consistent with FERC Policy

FERC Presumption

on Independence

The Merger Transaction –

End State

•

Entergy Utility Operating Companies

comprised of:

–

Generation

–

Distribution

•

Entergy to issue ~ $1.775B of debt, to be

assumed by ITC at close, with proceeds

anticipated to be used primarily to retire

operating company debt

•

Each Operating Company's capital

structure anticipated to be consistent with

current state following the transaction

•

Prior to the merger, ITC expects

to effectuate a $700M

recapitalization currently

anticipated to be a special

dividend

•

Entergy shareholders to merge

spun transmission business

with ITC merger subsidiary

•

New Holdco to survive

•

Entergy shareholders to receive

50.1% of ITC stock

Entergy

Shareholders

Parent

Creditors

Entergy

Utility

OpCos

Entergy

Wholesale

Commodities

OpCo

Creditors

Entergy

Shareholders

Mid South

TransCo LLC

(New Holdco)

ITC

Shareholders

ITC

ITC Merger

Sub

Transco Subs

Illustrative

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Why This Transaction?

. . . and Rising Capital for Entergy too

Entergy Projected Transmission Capital Investment

2012E –

2014E; $M

Projected

Depreciation

Expense

7

0

100

200

300

400

500

600

12E

13E

14E

Entergy Customers and Other Stakeholders to Benefit

From Independent Transmission Company Ownership

Increases flexibility of Entergy’s investment alternatives

Protects credit quality of Entergy and its OpCos

Supports efficient infrastructure investment

Improves access to capital for Entergy’s transmission business

Combines best operating practices of both Entergy and ITC

Brings ITC’s experience and track record of safe and reliable

operations to ensure continued strengthening of overall grid

performance

Leverages Entergy employees’

knowledge and experience and

fully utilizes Entergy’s world-class storm restoration process

Provides singular focus on transmission system performance,

planning and operations

Aligns with national policy objectives to facilitate investment in

local, regional and inter-regional transmission, advance open

access initiatives and promote access to competitive energy

markets

Financial

Flexibility

and Growth

Operational

Excellence

Independent

and

Transparent

ITC Model

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MISO Approval Process Is Separate

From ITC Approval Process

•

The Merger Agreement requires Entergy to obtain all necessary

approvals to allow the transmission business to become a member of

MISO

(1)

as a condition to closing.  Either party may refuse to close or

may terminate the transactions if this condition to closing is not

satisfied.  As such, it is important that the MISO

(1)

approval be

obtained within a timeframe specified by the Merger Agreement.

•

The Operating Companies' decision to join

MISO is separate and apart

from

the decision to transfer ownership of their transmission systems

to ITC.

The Operating Companies intend to pursue membership

in

MISO separate from the

pursuit of

regulatory approval

of the

transaction with ITC, and the Operating Companies intend to

join

MISO regardless of

the transaction with ITC.

(1)

Or other mutually agreed RTO

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Pathway to Completion –

Required Approvals

Jurisdiction / Authority

Approval(s)

Entergy retail

regulators

(APSC, LPSC, MPSC,

PUCT, CCNO)

•

Change of control of transmission assets

•

Authorization to incur debt in some jurisdictions

FERC

•

Change of control of transmission assets

•

Establishment of new regulatory construct for new

ITC subsidiaries

•

Authorization for operating company financings

•

Entergy System Agreement Changes

Hart-Scott-Rodino Act

(DOJ / FTC)

•

Pre-merger notification to review potential antitrust

and competition issues

IRS Private Letter

Ruling

•

Ruling regarding tax-free treatment of the distribution

of Mid South TransCo LLC (new HoldCo)

ITC shareholders

•

Merger

•

Amendment to ITC Articles of Incorporation to

increase the number of authorized shares

•

Authorization for issuance of greater than 20% of

outstanding shares

Approvals Required*

*Approvals may be required in Missouri due to limited assets in those territories. Approval may be required in Oklahoma for ITC.

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