Slide 1: IBEW/Entergy/ITC Meeting, Jackson Office, March 13, 2012
Filed by Entergy Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Entergy Corporation Commission File No. 001-11299 IBEW/Entergy/ITC Meeting Jackson Office March 13, 2012
Slide 2: 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 obligat
Slide 3: 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 wil
Slide 4: Our Agenda
Our Agenda • Welcome, introductions • Safety moment • Why are we here? • Background on ITC • What’s going to happen next and when? • What should employees know and do? • Questions and answers 3
Slide 5: Safety
Safety 4
Slide 6: What is happening and why
What is happening and why • Entergy to spin-off and merge its electric transmission business into ITC • ITC regional headquarters to be in Jackson, Miss.; ITC corporate headquarters to remain in Novi, Mich. • Leadership will include: — Rick Riley, appointed to a senior executive position with respon
Slide 7: Entergy has been pursuing this course of action for over a decade
Entergy has been pursuing this course of action for over a decade 6
Slide 8: Entergy Customers and Other Stakeholders to Benefit From Independent Transco
Entergy Customers and Other Stakeholders to Benefit From Independent Transco Increases flexibility of Entergy’s investment alternatives Financial Protects credit quality of Entergy and its OpCos Flexibility Supports efficient infrastructure investment and Growth Improves access to capital for Enterg
Slide 9: Today's Announcement Builds on Key Strategic Objectives
Today’s Announcement Builds on Key Strategic Objectives Why a Transco? Complete independence (divestiture) Singular focus in one critical area Substantial investment Technological change Protects / improves credit quality of Operating Companies Investment needs > depreciation level Consistent with C
Slide 10: Why This Transaction? Addresses Inefficient Transmission Framework
Why This Transaction? Addresses Inefficient Transmission Framework U.S. Electric Power Transmission Grid Transmission infrastructure development in the U.S. historically has been focused primarily on connecting load and resources kV 115 within control areas, 138 161 with little interregional or 230
Slide 11: Introduction to ITC Holdings Corp.
Introduction to ITC Holdings Corp. Presentation to Entergy Employees Jon Jipping, Executive Vice President & Chief Operating Officer December 2011
Slide 12: Safe Harbor Language & Legal Disclosure
Safe Harbor Language & Legal Disclosure This presentation contain certain statements that describe ITC HoldingsCorp. (“ITC”) management’s beliefs concerningfuture business conditions and prospects, growth opportunities and the outlook for ITC’s business, including ITC’s business and the electric tra
Slide 13: Safe Harbor Language & Legal Disclosure
Safe Harbor Language & Legal Disclosure ITC and Mid South TransCo LLC (“TransCo”) will file registrationstatements with the SEC registeringshares of ITC common stock and TransCo common units to be issued to Entergy Corporation(“Entergy”) shareholdersin connection with the proposed transactions. ITC
Slide 14: Overview of ITC
Overview of ITC ITC is an independent transmission-only company headquartered in Novi, Michigan Originally formed when Detroit Edison divested its transmission assets in 2003 Became publicly traded in 2005 Rapid growth through acquisition of the Michigan Electric Transmission Company in 2006 and ITC
Slide 15: Leading Transmission Platform
Leading Transmission Platform Further establishes ITC as the leading transmission platform in the U.S. Largest electric utility based on total transmission net PP&E & peak load served Transmission Business Network System Peak Load 26,100 MW 28,000 MW Net transmission PP&E ($bn)** Service Area Seven
Slide 16: Why ITC?
Why ITC? Experienced transmission leadership team Track record of regulatory success Delivery on prior acquisitions and successful integration of new systems into ITC business model Demonstrated ability to build and manage infrastructure – invested $2.3 billion of capital in our systems since 2004 W
Slide 17: Operational Excellence
Operational Excellence Culture at ITC supports our vision to be the best transmission company in the country Fundamental focus on: Safety Reliability Compliance Project Execution People Results affirm our direction 16
Slide 18: Employee Impacts
Employee Impacts: You will not be moving to Michigan; ITC committed to maintaining local presence By and large, do not anticipate significant changes to existing organizational structure Need to maintain focus on quality operations As the holding companies integrate, there may be changes in some ope
Slide 19: What's going to happen next, and when?
What’s going to happen next, and when? 18
Slide 20: What's next?
What’s next? • Transaction subject to several approvals, including: Entergy’s retail regulators, FERC, ITC shareholders . • Entergy and ITC will form a team to address business and organizational issues, as well as employee matters. — Next steps for that team will be communicated to you in the near
Slide 21: Pathway to Completion – Required Approvals
Pathway to Completion – Required Approvals Approvals Required* Jurisdiction / Authority Approval(s) Entergy retail • Change of control of transmission assets regulators • Authorization to incur debt in some jurisdictions (APSC, LPSC, MPSC, PUCT, CCNO) FERC • Change of control of transmission assets
Slide 22: What should employees know and do as a result of this announcement?
What should employees know and do as a result of this announcement? 21
Slide 23: What to know, what to do
What to know, what to do • From today to transaction close, Entergy will run its business separate and apart from ITC, focused on achieving existing business outcomes and objectives. • You continue to report to your current supervisor, who will be responsible for priorities and work plans for your g
Slide 24: Employee Matters
Employee Matters • Do not have detailed breakdown on employees moving to ITC. • Groups with some workforce movements to ITC: Energy Delivery, Information Technology, some grid support employees in Utility Operations, some employees in Supply Chain. • ITC does not now operate in Louisiana, Arkansas,
Slide 25: Transmission Spin-off/Merger Update
Transmission Spin-off/Merger Update • Entergy and ITC have formed a joint implementation team to address business and organizational issues, as well as employee matters. — Joe Domino as the PMO Lead for ETR, Jon Jipping for ITC — Currently in the Analysis Phase —Then will transition to the Design Ph
Slide 26: Questions and answers
Questions and answers 25