Rule 425
Update on
Entergy Transmission
Spin/Merger with ITC
Meeting with LEUG
April 19, 2012
Presented by Entergy Louisiana and Entergy Gulf States Louisiana
Filed by Entergy Corporation Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Entergy Corporation
Commission File No. 001-11299
0


1
1
Entergy Forward-Looking Information
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.


2
2
Additional Information and Where to Find It
Additional Information and Where to Find It
ITC and Transco will file registration statements with the Securities and Exchange Commission
(“SEC”) registering shares 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.


3
3
Agenda
Agenda
ITC Spin-Merge Transaction Overview
Financial Flexibility
Rate Effects of Spin-Merge Transaction
Benefits
of
ETR
ITC Spin-Merge Transaction
Approvals Required
Storm Response


4
4
The
The
Merger
Merger
Transaction
Transaction
End State
End State
Entergy Utility Operating Companies
comprised of:
Generation
Distribution
Entergy expects to receive gross cash
proceeds of $1.775B from new indebtedness
that will be assumed by ITC at close
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
Illustrative
Entergy
Shareholders
Entergy
Parent
Creditors
OpCo
Creditors
Utility
OpCos
Entergy
Wholesale
Commodities
Entergy
Shareholders
ITC
Shareholders
ITC
ITC Merger
Sub
Mid South
Transco LLC
(New Holdco)
Transco Subs


5
5
Benefits of ETR –
ITC Spin-Merge Transaction
ITC Spin-Merge Transaction Overview
Agenda
Agenda
Financial Flexibility
Rate Effects of Spin-Merge Transaction
Approvals Required
Storm Response


6
6
Increases flexibility of investment alternatives
Protects credit quality of Entergy OpCos
Supports efficient infrastructure investment
Overview of Benefits to Customers
Overview of Benefits to Customers
Through Spin-Merge
Through Spin-Merge
Combines best operating practices of both companies
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
Enhanced credit quality improves access to capital for
Transmission business
Independent
and
Transparent
ITC Model
Operational
Excellence
Financial
Flexibility


7
7
ITC Spin-Merge Transaction Overview
Agenda
Agenda
Benefits
of
ETR
ITC Spin-Merge Transaction
Financial Flexibility
Rate Effects of Spin-Merge Transaction
Approvals Required
Storm Response


8
8
The Utility Industry Is Facing Huge Need for Capital
The Utility Industry Is Facing Huge Need for Capital
Estimated at $2.2T Over the Next 20 Years
Estimated at $2.2T Over the Next 20 Years
Growth / Investment
Issues Facing Utility Industry
Over Next 20 Years
Source: Internal analysis; Bloomberg
Projected Industry Capital Investments
Over Next 20 Years
$T


9
9
Challenges
facing the
electric
utilities
industry
Addressing
challenges
"a sustained, collaborative and open working relationship among the principal vested
interests will be critical to the execution of corporate, environmental and public policy
initiatives"
"we view most favorably those commissions that establish rates that reasonably reflect
the costs incurred by a utility, including a return on equity, and where timely
adjustments to these rates are made to recognize changes in costs"
"public
service
commissions
continue
to
be
reasonably
supportive
despite
frequently
lower
authorized
returns."
"a preference for expense deferrals may develop, and a proclivity for less competitive
authorized
returns
will
almost
certainly
prevail.
Such
a
turn
of
events
would
likely
result
in a shift of our stable outlook on overall U.S. electric utility credit quality to negative."
Note:
Comments
sourced
from
Energy
Biz
article
written
by
Richard
W.
Cortright,
Jr.,
managing
director
in
Standard
&
Poor's
U.S.
Utilities
and
Infrastructure
Ratings
group
dated
Feb
07,
2012
Standard
and
Poor's
Outlook
"Utility
Credit
Ratings
Critical
to
Raising
Capital
Money
Needed
to
Build
Wires
and
Plants
Capital Trends –
Capital Trends –
Rating Agency Considerations
Rating Agency Considerations
"the real tests lie ahead, when federal environmental mandates and consequent
spending requirements are more certain, when state renewable portfolio standards
begin to command heightened expenditures in earnest, and when an aging
infrastructure reveals its vulnerability"
"For an industry that is among the most capital-intensive in the United States, failure
to maintain investment grade could have significant upward cost implications"


10
10
Industry Is Responding to Capital Investment
Industry Is Responding to Capital Investment
Challenges with Different Approaches
Challenges with Different Approaches
Create larger footprint; upsize balance sheet
Duke / Progress
Northeast Utilities / NSTAR
PPL / LG&E
First Energy / Allegheny
Exelon / Constellation
Achieve greater certainty in regulations
e.g., Formula rate plans, future test years,
specific rider recovery, CWIP in rates, etc.
Align business model with capital needs
e.g., AEP Transco
e.g., FPL Rate Hike Request
Consolidate
Build
Regulatory
Flexibility /
Certainty
Change
Business
Model


11
11
5.3
7.2
2011-2014
2007-2010
2015-2021
2003-2006
4.3
+21%
Capital Trends –
Capital Trends –
Rising Capital for Entergy Overall
Rising Capital for Entergy Overall
???
Effect of EPA rules?
???
Effect of EPA rules?
Aging infrastructure?
+37%
Note: Excludes storm Capex for historical data; ETR Utilities includes EAI, ELL, EGSL, EMI, ETI, ENOI, SERI, ESI, EOI, SFI
Entergy Utilities Capital Investment
Total Spend
$B
Capital spending could significantly increase over the next
10 years due to the potential for new environmental
regulations and replacement of aging infrastructure


12
12
Capital Trends –
Capital Trends –
Rising Capital for Entergy’s Transmission Business
Rising Capital for Entergy’s Transmission Business
Entergy Projected Transmission Capital Investment
2012E-2014E; $M
0
100
200
300
400
500
600
2012E
2013E
2014E
Projected
Depreciation
Expense


13
13
13
For ETR Utilities, Spend on Major Storms
For ETR Utilities, Spend on Major Storms
Amounted to ~$2.6B Over 2005-2010
Amounted to ~$2.6B Over 2005-2010
Event
Year
Spend
($M)
1
Hurricane Katrina
2005
1,074.2
Hurricane Rita
2005
48.5
Hurricane Gustav
2008
680.0
Hurricane Ike
2008
625.8
Ice Storm EAI 2009
2009
118.7
Ice Storm EAI Jan 2010
2010
12.1
Storm April 25, 2011
2011
46.1
Storm April 15, 2011
2011
37.6
January 2011 Winter Storm
2011
20.4
Tropical Storm Lee
2011
9.8
Storm April 19, 2011
2011
8.1
In the past, ETR
utilities have had to
effectively respond
to major storms
which have required
unplanned capital
expenditures
~$2.6 billion over
2005-2010
Strong balance sheet and credit ratings critical for quickly
mobilizing capital and resources to respond to emergencies
1. Includes capital and O&M spend


14
14
2011-2014
2003-2006
3.5
2007-2010
1.7
2.5
2015-2021
Note:
Excludes
storm
Capex
for
historical
data
+46%
Capital spending could significantly increase over the next
10 years due to the potential for new environmental
regulations and replacement of aging infrastructure
Capital Trends –
Capital Trends –
Rising Capital for LAU
Rising Capital for LAU
???
Effect of regulation?
???
Effect of regulations?
Aging infrastructure?
+40%
LAU Capital Investment
Total Spend
$B


15
15
Financial Flexibility
ITC Spin-Merge Transaction Overview
Agenda
Agenda
Benefits
of
ETR
ITC Spin-Merge Transaction
Storm Response
Rate Effects of Spin-Merge Transaction
Approvals Required


16
16
Storm Response Organization Will Be Modified
Storm Response Organization Will Be Modified
to Ensure Close Coordination and Interaction
to Ensure Close Coordination and Interaction
Between Entergy and ITC
Between Entergy and ITC
ETR System
Incident
Commander (SIC)
(John Mullins)
ITC System Incident
Commander (SIC)
(Greg Grillo)
System Section
Chiefs
System Planning
Chief
Supply Chain
Operations
Resource
Logistics
Administration
Planning Support
Branch Director
Restoration
Prioritization
Risk Analysis
Situation Branch
ITC Storm
Response
Organization
(details TBD in
design phase)
ITC-ETR
liaison
(New
position)
ITC Technical/Mgmt
employee assigned to
ETR storm response
center in Jackson
Preliminary pre-design phase vision
Final design scheduled 9/2012
ITC employee
ETR employee
Functional Incident
Commanders
(ex. Fossil, Distribution,
Nuclear, Gas)


17
17
Storm Response
Financial Flexibility
ITC Spin-Merge Transaction Overview
Agenda
Agenda
Benefits
of
ETR
ITC Spin-Merge Transaction
Rate Effects of Spin-Merge Transaction
Approvals Required


18
18
18
Henry Hub Gas Index
$/mmBtu
15
10
5
0
ELL
Avg.
Monthly
Residential
Bill
-
1,000 kWh
$
150
100
50
0
2011
95.93
2010
93.70
2009
83.35
2008
109.77
2007
99.55
2006
92.70
2005
96.83
2004
78.99
2003
84.12
2002
72.57
2001
80.97
13% reduction in customer
bills since 2008
Significant Variability in Average Residential Bills –
Significant Variability in Average Residential Bills –
Yearly Variation Between $2 and $26 Over 2001-2011
Yearly Variation Between $2 and $26 Over 2001-2011
Illustrative
Note: Residential bills are the average of the Typical Monthly Bills in that year for a residential customer using 1,000 kWh, excluding taxes.
Source: Entergy Regulatory Services, Typical Bill Report
Henry Hub
Gas Index
$/mmBtu
2.7
3.1
5.4
5.9
8.3
6.5
6.9
9.0
3.8
4.4
4.0
ELL Avg. Monthly Residential Bill –
1,000 kWh
$
Henry Hub Gas Index
-$26.43
(-24%)
+$2.23
(+2%)
-13%


19
19
19
Henry Hub Gas Index
$/mmBtu
15
10
5
0
EGSL
Avg.
Monthly
Residential
Bill
-
1,000 kWh
$
150
100
50
0
2011
93.55
2010
93.91
2009
82.35
2008
108.99
2007
101.47
2006
108.24
2005
101.34
2004
80.95
2003
87.16
2002
75.12
2001
89.25
14% reduction in customer
bills since 2008
Significant Variability in Average Residential Bills –
Significant Variability in Average Residential Bills –
Yearly Variation Between $1 and $27 Over 2001-2011
Yearly Variation Between $1 and $27 Over 2001-2011
Illustrative
Note: Residential bills are the average of the Typical Monthly Bills in that year for a residential customer using 1,000 kWh, excluding taxes.
Source: Entergy Regulatory Services, Typical Bill Report
Henry Hub
Gas Index
$/mmBtu
2.7
3.1
5.4
5.9
8.3
6.5
6.9
9.0
3.8
4.4
4.0
EGSL Avg. Monthly Residential Bill –
1,000 kWh
$
Henry Hub Gas Index
-$26.64
(-24%)
-14%
+$0.37
(0%)


20
20
Transmission Constitutes ~12% of ELL Rate Base
Transmission Constitutes ~12% of ELL Rate Base
and ~13% of EGSL Rate Base (2010)
and ~13% of EGSL Rate Base (2010)
ELL Last Filed Rate Base
$B
4
3
2
1
0
Estimated
RemainCo
Rate Base
2.8
Estimated
Transmission
Rate Base
0.4
Aggregate
Rate Base
3.2
EGSL Last Filed 2010 Rate Base
$B
4
3
2
1
0
Estimated
RemainCo
Rate Base
Estimated
Transmission
Rate Base
0.3
Aggregate
Rate Base
2.1
2.4
Estimated ELL
Transmission
Rate Base
Is ~12%
of Total
Estimated
EGSL
Transmission
Rate Base
Is ~13%
of Total
1. Total Electric Rate Base sourced from Jan 2012 Investor News 2. Transmission Rate base sourced from May 2011 annual FERC OATT
filing as of 12/31/10
Note: Figures are rounded for approximation


21
21
21
Rate Impacts: Transmission Constitutes a Small
Rate Impacts: Transmission Constitutes a Small
Portion of an ELL Customer's Total Bill
Portion of an ELL Customer's Total Bill
Typical
ELL
Customer
Bill
Illustrative
Non-Fuel
43.0%
4.0%
53.0%
Transmission
Fuel


22
22
22
Rate Impacts: Transmission Constitutes a Small
Rate Impacts: Transmission Constitutes a Small
Portion of an EGSL Customer's Total Bill
Portion of an EGSL Customer's Total Bill
Typical
EGSL
Customer
Bill
Illustrative
Non-Fuel
38.9%
6.6%
54.5%
Transmission
Fuel


23
23
23
Transition from current retail rate construct to FERC-regulated rate construct
expected for ITC
Analysis assumes MISO base ROE for Entergy transmission business
(12.38%) and capital structure currently utilized by ITC operating companies
(60% equity/40% debt)
Benefits
of
credit
quality
improvement
resulting
from
transition
to
FERC-
regulated rate construct partially offset ROE and capital structure impacts
Rate Impacts Split into Rate Construct, Rate Timing
Rate Impacts Split into Rate Construct, Rate Timing
and Other Effects for Retail Customers
and Other Effects for Retail Customers
Forward Test Year:
Eliminates regulatory lag in recovery of capital
investments
One time impact of conversion to forward test year
Reflects amounts that would have been collected in future years
MSS-2 construct eliminated post transaction
Current
estimation
reflects
effect
of
paying
load
ratio
share
of
Transmission
cost factoring in zonal investment and retail share of Transmission
investments
Rate
Construct
Effects
Rate
Timing
Effects
Other Effects


24
24
2014 Benefits
From Higher
Credit Quality
resulting from
Rate Construct
~(0.27)
2014 Rate
Construct
Effects from
FERC regulated
model
~0.84
Illustrative Bill
if ETR owns
T assets –
current state
~95.93
100
98
96
~96.31
0
Illustrative Bill
if ITC owns
T assets post
transaction
2
4
~(0.19)
6
2014 net
other effects*
ELL
Residential
Bill
-
1,000
kWh
$
90
92
94
ELL Typical Residential Customer Bill Expected
ELL Typical Residential Customer Bill Expected
to
to
Initially Increase 0.4% Due to Rate Construct Effects
Initially Increase 0.4% Due to Rate Construct Effects
Expected Mitigation by Customer Benefits
Expected Mitigation by Customer Benefits
Illustrative
Expected Rate
Construct Effects*
*Refer to previous slide where rate construct and other assumptions are detailed
Note: Illustrative bill is the average of the 2011 Typical Monthly Bills for a residential customer using 1,000 kWh, excluding taxes. Calculation indicative of the
rate effects of Transaction and is not meant to project an actual future customer bill. Estimation does not include effects of move to MISO, changes in fuel
prices or rate cases between now and time of deal close
Note: Contents exclude estimated
one time rate timing effect of $0.65 in
2014 due to conversion to forward
test year -
reflects amounts that
would have been collected in future
years
+0.38
0.4%
Over the long term,
customer bill effects 
expected to be mitigated
by...
Enhanced Financial
flexibility
Operational Excellence
Reliability, System
Performance, Scale
efficiencies etc.
Independent and
transparent ITC model


25
25
92
88
8
EGSL Residential Bill-1,000 kWh
$
100
4
0
96
~94.59
2014 net
other effects*
~0.36
2014 Benefits
From Higher
Credit Quality
resulting from
Rate Construct
Illustrative Bill
if ITC owns
T assets post
transaction
2014 Rate
Construct
Effects from
FERC regulated
model
~0.92
Illustrative Bill
if ETR owns
T assets –
current state
93.55
~(0.24)
EGSL
EGSL
Typical
Typical
Residential
Residential
Customer
Customer
Bill
Bill
Expected
Expected
to
to
Initially Increase 1.1% Due to Rate Construct Effects
Initially Increase 1.1% Due to Rate Construct Effects
Expected Mitigation by Customer Benefits
Expected Mitigation by Customer Benefits
Illustrative
Expected Rate
Construct Effects*
Over the long term,
customer bill effects 
expected to be mitigated
by...
Enhanced Financial
flexibility
Operational Excellence
Reliability, System
Performance, Scale
efficiencies etc.
Independent and
transparent ITC model
*Refer to previous slide where rate construct and other assumptions are detailed
Note: Illustrative bill is the average of the 2011 Typical Monthly Bills for a residential customer using 1,000 kWh, excluding taxes. Calculation indicative of the
rate effects of Transaction and is not meant to project an actual future customer bill. Estimation does not include effects of move to MISO, changes in fuel
prices or rate cases between now and time of deal close.
Note: Contents exclude estimated
one time rate timing effect of $0.65 in
2014 due to conversion to forward
test year -
reflects amounts that
would have been collected in future
years
+1.04
1.1%


26
26
Storm Response
Financial Flexibility
ITC Spin-Merge Transaction Overview
Agenda
Agenda
Benefits
of
ETR
ITC Spin-Merge Transaction
Approvals Required
Rate Effects of Spin-Merge Transaction


27
27
Pathway to Completion –
Pathway to Completion –
Required Approvals
Required Approvals
Jurisdiction / Authority
Approval(s)
MISO RTO
Final approval of move to MISO RTO by all retail jurisdictions
Final FERC approval of move to MISO RTO
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
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
*Approval may be required in Missouri due to limited assets in those territories. Approval for Financings may be required in Tennessee.  Approval may
be required in Oklahoma for ITC