425
Texas Coalition of Cities
July 10, 2013
Filed by Entergy Corporation Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Entergy Corporation
Commission File No. 001-11299

Safe Harbor Language & Legal Disclosure
2
ITC Forward-Looking Information
This document and the exhibits hereto contain certain statements that describe ITC Holdings Corp. (“ITC”) management’s beliefs concerning
future business conditions and prospects, growth opportunities and the outlook for ITC’s business, including ITC’s business and the electric
transmission industry based upon information currently available. Such statements are “forward-looking” statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Wherever possible, ITC has identified these forward-looking statements by words such as
“anticipates”, “believes”, “intends”, “estimates”, “expects”, “projects” and similar phrases. These forward-looking statements are based upon
assumptions ITC management believes are reasonable. Such forward-looking statements are subject to risks and uncertainties which could
cause ITC’s actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements,
including, among other things, (a) the risks and uncertainties disclosed in ITC’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) from time to time and (b) the following
transactional factors (in addition to others described elsewhere in this document, in the prospectus included in the registration statement on
Form S-4 that was filed by ITC with the SEC in connection with the proposed transactions): (i) risks inherent in the contemplated transaction,
including: (A)  failure to obtain regulatory approvals necessary to consummate the transaction or to obtain regulatory approvals on favorable
terms; (B) the ability to obtain the required financings; (C) delays in consummating the transaction or the failure to consummate the
transactions; and (D) exceeding the expected costs of the transactions; (ii) legislative and regulatory actions, and (iii) conditions of the capital
markets during the periods covered by the forward-looking statements.
Because ITC’s forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and
competitive uncertainties, many of which are beyond ITC’s control or are subject to change, actual results could be materially different and any
or all of ITC’s forward-looking statements may turn out to be wrong. They speak only as of the date made and can be affected by assumptions
ITC might make or by known or unknown risks and uncertainties. Many factors mentioned in this document and the exhibits hereto and in ITC’s
annual and quarterly reports will be important in determining future results. Consequently, ITC cannot assure you that ITC’s expectations or
forecasts expressed in such forward-looking statements will be achieved. Actual future results may vary materially.  Except as required by law,
ITC undertakes no obligation to publicly update any of ITC’s forward-looking or other statements, whether as a result of new information,
future events, or otherwise.
The transaction is subject to certain conditions precedent, including regulatory approvals and the availability of financing. ITC cannot provide
any assurance that the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such
transactions will be consummated.

Safe Harbor Language & Legal Disclosure
3
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 most recent Annual Report on Form 10-K , any subsequent 
Quarterly Reports on Form 10-Q , and other filings made by Entergy with the SEC; (ii) the following transactional factors (in addition to others
described elsewhere in this communication, in the prospectus included in the registration statement on Form S-4 that was filed by ITC with the
SEC in connection with the proposed transactions) involving risks inherent in the contemplated transaction, including: (1)  failure of Entergy and
its shareholders to recognize the expected benefits of the transaction, (2) failure to obtain regulatory approvals necessary to consummate the
transaction or to obtain regulatory approvals on favorable terms, (3) the ability of Entergy, Mid South TransCo LLC (“TransCo”) and ITC to obtain
the required financings, (4) delays in consummating the transaction or the failure to consummate the transaction, and (5) exceeding the
expected costs 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 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.

Safe Harbor Language & Legal Disclosure
4
Additional Information and Where to Find It
ITC filed a registration statement on Form S-4 (Registration No. 333-184073) with the SEC registering the offer and sale of shares of ITC common
stock to be issued to Entergy shareholders in connection with the proposed transactions. This registration statement was declared effective by
the SEC on February 25, 2013. ITC shareholders are urged to read the prospectus included in the ITC registration statement and any other
relevant documents because they contain important information about TransCo and the proposed transactions.  In addition, TransCo will file a
registration statement with the SEC registering the offer and sale of TransCo common units to be issued to Entergy shareholders in connection
with the proposed transactions. Entergy shareholders are urged to read the prospectus included in the ITC registration statement and the
prospectus to be included in the TransCo registration statement (when available) and any other relevant documents, because they contain
important information about ITC, TransCo and the proposed transactions. The registration statements, prospectuses 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.

Benefits of the ITC/ETI Transaction
Recognized by Coalition’s Consultant
5
Increased transmission investment in ETI service area
•
Results
in
improved
reliability,
reduced
transmission
congestion
and
resulting
costs, and improved access to markets for ETI customers
Independent ownership of transmission eliminates any perception of bias in
transmission planning and operation
Increased service quality due to ITC’s singular focus
on transmission
•
Expected to provide benefits through improved reliability and reduced cost of
operations
Lower interest cost on debt due to the financial strength and credit quality of ITC
ITC’s increased buying power
ITC’s sound storm response

ITC/Entergy Amended Proposed Commitments
ETI
6
“
Actual
WACC
Effects”
means
the
difference
in
EOC
retail
WACC
as
of
December
5,
2011
and
actual
ITC
WACC applied to the ITC Rate Base and adjusted for each EOC retail impact only
•
Requires ITC and Entergy to demonstrate that the annual benefits
of the
transaction exceed the annual Actual WACC Effects* of ITC ownership
•
Customers continue to receive rate mitigation until such time as
the annual
benefits
of
ITC’s
ownership
(as
determined
through
independent
3
rd
party
assessment) exceeds the annual WACC effects
•
Fundamental shift in rate mitigation construct to ensure customer protection
—
ITC and Entergy bear risk until benefits of ITC ownership are calculated and
demonstrated
—
Must deliver tangible and quantifiable benefits

•
Rate Mitigation Plan
–
Annual rate mitigation funds for first 5 years is based on estimated retail WACC effects
•
ETI: $77 million (combination of wholesale rebates, retail bill credits and net avoided
costs associated with Entergy System Agreement Transmission Equalization Payments)
–
Additional rate mitigation over first 3 years to offset the timing effects of moving
from a historical test year to a forward looking test year
•
ETI: $13.1 million
–
Benefit test will be conducted in year 5
•
If the annual benefits under ITC ownership exceeds the annual Actual WACC Effects,
rate mitigation ceases
•
If annual benefits under ITC ownership are less than annual Actual WACC Effects, rate
mitigation continues until such time as annual benefits exceed the annual Actual WACC
effects
–
Future rate mitigation will reflect the portion of the WACC effects not offset by the
benefits achieved under ITC ownership
•
Entergy’s
responsibility
for
sharing
in
rate
mitigation
ceases
at
end
of
year
20
ITC/Entergy Amended Proposed Commitments
ETI
7

ITC/Entergy Amended Proposed Commitments
ETI
•
Rate Mitigation Plan (cont.)
–
If at the end of year 5, the annual benefits of ITC ownership are not found to
exceed the annual Actual WACC Effects, ITC will perform subsequent benefits
test(s) for any annual period, at its discretion
–
If annual WACC effects exceeds annual benefits in any measurement period, a
true-up calculation will be made
•
Additional rate mitigation will be provided if actual Annual WACC Effects less
demonstrated annual benefits exceed rate mitigation provided
•
Other commitments and conditions to address transmission
planning, jurisdictional oversight, regulatory relations, information
requests and other identified concerns of the parties
8

•
Three Components of Benefits Test:
ITC/Entergy Amended Proposed Commitments
Benefits Test
Improved
System
Performance
Improved
System
Economics
Not Readily
Quantifiable
Benefits
<=45%
weight
No limitation
=10%
weight
Outage Frequency
Outage Duration
Asset Care Plan
Congestion and Fuel Savings
Reduction in Operating Reserves
Reduction in Reserve Margin
Reduction in T-Line Losses
Storm Hardening
Economic Development
Jobs
Community partner
Increased load serving capability
Reduced CO2 emissions
Etc….
9

•
ERSC (or successor) and ITC will mutually agree on the selection
of independent
3
rd
party evaluator to conduct Benefits Test
•
Independent
3
rd
party
evaluator
will
conduct
Benefits
Test
in
year
5
•
ITC will submit results of Benefits Test to each jurisdiction
–
If annual benefit calculation exceeds annual Actual WACC Effects, rate mitigation ends
–
If annual benefit calculation is less than annual Actual WACC Effects, rate mitigation of
the WACC effects continues (net of the percentage of annual Actual WACC Effects
offset in the benefit calculation)
•
ITC may conduct additional Benefits Test(s) for any future annual period in order
to demonstrate that annual benefits exceed annual WACC effects
–
If met, rate mitigation would cease
–
If not met, rate mitigation of the WACC effects continues (net of the
percentage of annual Actual WACC Effects offset in the last benefit
calculation)
ITC/Entergy Amended Proposed Commitments
Benefits Test
10

ITC/Entergy Amended Proposed Commitments
Other
•
Commitment to securitize storm costs above
$100 million
•
Joint ITC and Entergy storm plans,
vegetation management plans, and storm
drills
•
Most Favored Nations Clause
•
ITC will operate in full compliance with all
applicable legal and regulatory requirements
•
Access to ITC books and records
•
Designated ITC representative
•
Commitment to review any future rate filings
in advance with PUCT
•
Funding of necessary PUCT litigation
expenses to participate in ITC related
matters
•
Abide by all applicable MISO conditions,
subject to certain restrictions
•
Open, transparent, information sharing on
capital investment program and rate posting
•
Solicit input and collaborate with PUCT on
future transmission needs
•
Abide by state certification and siting
authority
•
Submit report on transmission system
needs, including congestion study
•
Commitment to local presence, use of local
workforce, and civic and charitable support
•
No recovery of Goodwill
•
No recovery of ITC transaction costs, unless
approved by FERC
•
No recovery of Entergy incremental costs
associated with transaction
•
PUCT will determine ratemaking mechanism
for ETI’s recovery of ITC costs
11

ITC/Entergy Amended Proposed Commitments
Addresses Key Stakeholder Concerns
•
The settlement proposal protects customers through ongoing rate mitigation
and true-up until such time there is a demonstration of benefits under ITC
ownership, validated by an independent 3
rd
party 
•
Customers will achieve and realize system performance improvements,
improved system economics and other not easily quantifiable benefits
•
ITC and Entergy committed to ensuring joint coordination and response to
catastrophic events
•
Jurisdiction continues to have extensive participation, review and authority,
including participation in ITC’s and MISO’s planning processes, siting
authority, service quality requirements
•
ITC commitments demonstrate its dedication to work with all stakeholders
12

ITC Corporate Responsibility –
Looking Forward
To Joining The Texas Business Community
13
•
Health & Wellness
•
Disaster Relief Support
•
Employee-sponsored Casual for
the Cause
Charitable giving program
•
Education
•
Environmental Stewardship
•
Social Services
Community relations
Environmental Stewardship
Partnerships:
•
U.S.
Environmental
Protection
Agency
(EPA)
–
SF
6
Team
Leadership
Award
•
U.S.
Fish
and
Wildlife
Service
–
Invasive
species
control
(Phragmites)
•
Arbor
Day
Foundation
–
Tree
Line
USA
Utility
•
Michigan
Department
of
Environmental
Quality
–
Clean
Corporate
Citizen
Award
•
Wildlife
Habitat
Council,
Michigan
–
Wildlife
at
Work
Certification
•
Kansas Department of Wildlife and Parks
•
Governor’s
Excellence
Award
–
presented
to
ITC
Midwest
by
Iowa’s
Dept.
National
Resources
•
Through local government and community relations efforts, we dedicate donations that make
an impact, supporting communities with sponsorships and donations

14
Questions?