Entergy Corporation · NYSE:ETR
Entergy — Merger or Acquisition (December 2012)
29 slides from Entergy's merger presentation, Dec 13, 2012
Slide 1: Update on the Entergy Transmission Spin-Merge Transaction with ITC
Filed by Entergy Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Entergy Corporation Commission File No. 001-11299 Update on the Entergy Transmission Spin-Merge Transaction with ITC Meeting with Coalition of Cities December 13, 2012 Presented by Entergy Texas Trans
Slide 2: Forward-Looking Information
Entergy Except otherwise. statements, 2012 communication, in benefits (TransCo) receive transaction thesubsequent proposed and to an Forward-Looking ofSeptember the and IRS Forward-looking the is including transactions extent subject securities transaction, ITC ruling in the torequired 30, to (i) ap
Slide 3: Additional Information and Where to Find It
Additional to prospectus the statement statement/prospectus also 888- Entergy proposed be ENTERGY obtained (when shareholders of Information transactions. ITC, free available) (368-3749), and of included andwill and charge inother Entergy connection and be Where orin sent from documents any from the
Slide 4: Agenda
Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings ITC Spin-Merge Transaction Overview Storm Response Appendix
Slide 5: The Transaction
The Transaction obtained all of the Parties retail –regulatory ITC and Entergy approvals Entergy to move Transmission forward with Operations their planOver to join 15,800 MISOtransmission ITC ~15,100line transmission miles in Arkansas, line miles Louisiana, Serves Michigan, Mississippi, Iowa, Misso
Slide 6: Pre/Post Merger Customer Service
Pre/Post 2013 BILLINGS Customer Merger SERVICES Service – RetailUtility / Customer BILLINGS OpCos Effect Retail ETRUtility After Customer OpCos Customer Retail TransCo Service Customer LLC TRANSMISSION (New Holdco) Transco SERVICES SubsGeneration ITC After Retail Transmission Customers Distribution
Slide 7: Agenda
Agenda Approvals Required Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings Storm Response Benefits of ETR – ITC Spin-Merge Transaction ITC Spin-Merge Transaction Overview Appendix
Slide 8: Entergy's history of supporting an independent transmission company
“.yousaid also Journal (1999)may “Since (1998) hewell wants 1998, “A expect transmission to Entergy sell to [Entergy’s] see has an organization ultimate supported transmission industry and that’s pursued structure system incentivized the ifwhereby establishment it could to maximize be thefolded elec
Slide 9: U.S. Transmission Grid
U.S. Transmission with Grid little Moreinterregional than 211,000 Gridor–high Historically national voltage perspective transmission Fragmented Europe, and line Inefficient Australia, miles Operated etc Historically, established by ~130transmission balancing independent authority infrastructure tran
Slide 10: The Transaction – Benefits
The Entergy transmission for acompetitive more owning Transaction comprehensive Operating and energy system operating – Benefits Companies markets performance, planning transmission Customers Financial toprocess make planning Flexibility and systems needed andOther and a broader investment Aligns op
Slide 11: Rising Capital Investment Trends
(CHART) for years historical and to due its Base the gas data; 2015-2021 potential plants ETRisUtilities for 372011-2014 years newincludes environmental EEI7.3 hasEAI, 2007-2010 estimated ELL, regulations EGSL, that 5.1 2003-2006 prospective EMI, and improvement ETI, 4.3 EPA ENOI, +19% rulesSERI, of
Slide 12: Agenda
ITC Spin-Merge Transaction Overview Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings Storm Response Appendix
Slide 13: ITC transaction benefits and Louisiana support
Billgrid of industry ITC’s John Mohl Hurstell superior modernization; trends ITCThe transaction business andITC expected it transaction model isbenefits thecapital right bestwill Louisiana supports transaction, requirements have no national customers, effect atJay thepolicies on Lewis right providin
Slide 14: Agenda
ITC Spin-Merge Transaction Overview Agenda Benefits of ETR – ITC Spin-Merge Transaction Storm Response Approvals Required Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings Appendix
Slide 15: Storm Restoration Response
Storm Logistics MS ITC ITC ETIResponse employee Customer Section–Restoration Utilizing ETR Customer employee Best ITC Prioritization Practices Planning Functional ETR Branch Section Incident System Director ITCCommanders Incident Logistics ITC Commander Section Section (ex. Fossil, Chiefs ITC(SIC) R
Slide 16: Agenda
ITC Spin-Merge Transaction Overview Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required Storm Response Appendix Case Outline from LPSC filings Rate Effects of Spin-Merge Transaction
Slide 17: Typical ETI Residential Customer Bill
Typical for functions, a residential ETI asCustomer wellcustomer as theBill inclusion using 5.8%1,000kWh Transmission of variousper riders month; Non-Transmission Source: non- ETR Transmission internal 94.2% analysis Transmission portion of monthly Constitutes bill includes a Smallfuel Portion and p
Slide 18: Monthly Bill Variability and Gas Prices
4% (CHART) Monthly 4.0 Bill- reduction 1,000 Bills kWh($) in 150 incustomer that 100 99.77 year 50 2004 -4% bills for a0since residential 86.55 Henry 2008 2003 Hub Significant customer 2005 Gas Index 2002 using Variability 75.72 ($/mmBtu)) 1,000 2001 kWh, in89.41 Average 15 excluding 1088.24 5 0Resi
Slide 19: Transition into ITC Rate Effects
Transition ITC into conversion cost Rate operating factoring Construct, from to forward in companies current zonal Rate test investment retail Timing, (60% yearrate Reflects equity/40% construct and (single Other amounts TXto debt) Effects zone) FERC-regulated that Benefits and for would Retail reta
Slide 20: Illustrative Estimated ETI Residential Bill Effects
(CHART) Illustrative estimated for include system a residential performance, rate one-time ETI Bill timing Residential ifcustomer ETR effects 2014 greater owns rate using such Bill scale, Ttiming assets –as 1,000 1,000 adoption etc. effect –kWh, Independent kWh status ofof excluding ($) $0.37 quo fo
Slide 21: Retail Bill Effects
Bill Effects Residential (59.32) amount Calculation forward (3.91) that testAvg. Have 2014 is would year. indicative 0.0% 2011 Retail Been For have ETI illustrative Monthly Estimated Bill been LIPS and Effects illustrative collected 5,000 Residential estimations, for2014 kW, Residential inof80% Reta
Slide 22: Agenda
ITC Spin-Merge Transaction Overview Agenda Benefits of ETR – ITC Spin-Merge Transaction Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings Storm Response Appendix Approvals Required
Slide 23: Pathway to Completion – Required Approvals
Pathway of assume Nuclear antitrust/competition S-4 andAmendment control and debt Proxy Regulatory toofCompletion /transmission issue Statement to ITC securities Commission issues charter –(including Required assets IRS (204 toPrivate (203 Required increase filings)Changes Approvals audited filing)A
Slide 24: Agenda
ITC Spin-Merge Transaction Overview Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required Rate Effects of Spin-Merge Transaction Case Outline from LPSC filings Storm Response Appendix
Slide 25: Case Outline from LPSC Filings
Outline transmission ITC benefits overall employees common Transaction the integrate maintenance respond ITC Transaction transmission of corporate of expeditiously the carrier Case MISO’s who will EOC’s will planning, become Filed Projected mitigate will maximize structure, Day transmission system i
Slide 26: Case Outline from LPSC Filings
aOutline robust operational collaboration position transfer encourage 7. for practices.Key ITC independent ratemaking Whether improvements to wholesale ensure of will theCase fuller the efficiencies EOCs adversely ownership method with leaders atransfer successful Filed market market to all to the f
Slide 27: Case Outline from LPSC Filings
Outline independent which and carrier. in the The rates. of regulations turn, ITC’s majority future. is EMA effect ITC fair will Transmission will ofLouisiana ensures will and on Case 11. depend applicable stimulate of transmission the Whether reasonable propose all Filed Commission’s affected that
Slide 28: Case Outline from LPSC Filings
Outline balance, authorities system or markets singular any near-term upgrade repairs and of on focus there planned Case in the and/or acomply timely this will on quality Filed transmission State improvements projects. be fully basis no at oforthe adverse with the at other After LPSC reasonable phys
Slide 29: Case Outline from LPSC Filings
Outline demonstrated assets accumulated transmission not necessary ofofthe Case entity deferred assets the to Filed prevent ability and will at income the be the to adverse potential encumbered obtain LPSC taxconsequences balances permits – impact Establishing to in afor on lesser a the timely rates