ENTERGY CORP /DE/ — M&A Activity 2012

Jul 11, 2012

Update on Entergy Transmission Spin-Merger with ITC Meeting with Arkansas Electric Energy Consumers July 11, 2012 Filed by Entergy Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Entergy Corporation Commission File No. 001-11299

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, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, 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 c harge 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 Financial Flexibility Approvals Required Benefits of ETR – ITC Spin-Merge Transaction Rate Effects of Spin-Merge Transaction

4 Overview of Benefits to Customers Overview of Benefits to Customers Through Spin-Merge Through Spin-Merge • Increases flexibility of Entergy’s investment alternatives • Protects credit quality of Entergy’s Operating Companies • Supports efficient infrastructure investment • Improves access to capital for 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

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

6 6 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 Generation Transmission Distribution Projected Industry Capital Investments Over Next 20 Years $T ??? Current Market Cap Other = 0.15

7 7 Challenges facing the electric utilities industry Addressing challenges 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

8 8 Industry Is Responding to Capital Investment Industry Is Responding to Capital Investment Challenges with Different Approaches Challenges with Different Approaches Achieve greater certainty in regulations Align business model with capital needs e.g., AEP Transco e.g., FPL Rate Hike Request Consolidate Build Regulatory Flexibility / Certainty Change Business Model e.g., Formula rate plans, future test years, specific rider recovery, CWIP in rates, etc. Create larger footprint; upsize balance sheet Duke / Progress Northeast Utilities / NSTAR PPL / LG&E First Energy / Allegheny Exelon / Constellation

9 9 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? Infrastructure improvements? +37% Note: Excludes storm CapX 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 improvement of infrastructure

10 10 Capital Capital Trends Trends – – Rising Rising Capital Capital for for Entergy’s Entergy’s Transmission Transmission Business Business Entergy Projected Transmission Capital Investment 2012E-2014E $M 0 100 200 300 400 500 600 2012E 2013E 2014E Projected Depreciation Expense

11 11 11 For ETR Utilities, Spend on Major Storms For ETR Utilities, Spend on Major Storms Amounted to ~$3.2B Over 2005-2010 Amounted to ~$3.2B Over 2005-2010 Event Year Spend ($M) 1 Hurricane Katrina 2005 1,117 Hurricane Rita 2005 645 Hurricane Gustav 2008 680 Hurricane Ike 2008 626 Ice Storm EAI 2009 2009 119 Ice Storm EAI Jan 2010 2010 12 In the past, ETR utilities have had to effectively respond to major storms which have required unplanned capital expenditures ~$3.2 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 Note: 2011 CapX estimated to be $2.11B. 2011 capital spend related to major storms was $112M

12 12 Capital Trends – Capital Trends – Rising Capital for EAI Rising Capital for EAI 2015-2021 2011-2014 1.8 2007-2010 1.4 2003-2006 1.2 +17% ??? Effect of regulation? EAI Capital Investment Total Spend $B ??? Effect of regulation? Infrastructure improvements? +28% Note: Excludes storm CapX for historical data Capital spending could significantly increase over the next 10 years due to the potential for new environmental regulations and improvement of infrastructure

13 13 Rate Effects of Spin-Merge Transaction Financial Flexibility Agenda Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required

14 14 14 Significant Variability in Average Residential Bills – Significant Variability in Average Residential Bills – Yearly Variation between $3 and $17 over 2001-2011 Yearly Variation between $3 and $17 over 2001-2011 Illustrative 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 87.65 150 100 Henry Hub Gas Index $/mmBtu 2001 93.53 5 0 EAI Typical Monthly Residential Bill - 1,000 kWh $ 0 2010 2006 15 10 94.23 2008 90.25 50 -13% 2011 97.78 2009 2002 97.81 2007 95.15 98.17 108.00 2004 73.15 2003 83.28 2005 13% reduction in customer bills since 2009 Henry Hub Gas Index 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 +2.67 (+3%) EAI Avg. Monthly Residential Bill - 1,000 kwh($) +17.10 (+23%)

Typical EAI Customer Bill Non-Fuel 11.9% 4.5% 83.6% Transmission Fuel Transmission Constitutes ~4.5% of Transmission Constitutes ~4.5% of Typical EAI Customer Bill Typical EAI Customer Bill 15

• 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 Rate Construct Effects Rate Timing Effects • 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 • Current estimation reflects effect of paying load ratio share of Transmission cost factoring in zonal investment and retail share of Transmission investments Other Effects 16

17 17 17 Illustrative 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 $0.51 in 2014 due to conversion to forward test year – reflects amounts that would have been collected in future years 120 60 70 ~1.47 2014 Rate Construct Effects from FERC regulated model 20 10 100 EAI Residential Bill - 1,000 kWh $ Illustrative Bill if ETR owns T assets – current state ~(0.25) 90 ~0.00 ~95.45 2014 Benefits From Higher Credit Quality resulting from Rate Construct 0 110 Illustrative Bill if ITC owns T assets post transaction ~1.22 1.3% 2014 Net Other Effects 94.23 30 80 Expected Rate Construct Effects * EAI Typical Residential Customer Bill Expected to Increase EAI Typical Residential Customer Bill Expected to Increase 1.3% – 1.3% – Expected Mitigation by Customer Benefits Expected Mitigation by Customer Benefits Over the long term, customer bill effects expected to be mitigated by... • Enhanced Financial Flexibility • Operational E xcellence – Reliability, System Performance, Scale Efficiencies, etc. • Independent and transparent ITC model, which supports robust markets and competition

18 18 18 Illustrative 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 $45.87 in 2014 due to conversion to forward test year – reflects amounts that would have been collected in future years 500 1,000 6,500 0 2014 Benefits From Higher Credit Quality resulting from Rate Construct ~(22.76) 2014 Rate Construct Effects from FERC regulated model ~133.06 Illustrative Bill if ETR owns T assets – current state 7,241.79 2014 Net Other Effects ~0.00 ~7,352.09 Illustrative Bill if ITC owns T assets post transaction 7,000 ~110.30 1.5% 8,000 EAI LGS Bill - 250 kW, 55% Load Factor, Summer $ 7,500 Expected Rate Construct Effects * EAI Typical LGS Customer Bill Expected to Increase EAI Typical LGS Customer Bill Expected to Increase 1.5% – 1.5% – Expected Mitigation by Customer Benefits Expected Mitigation by Customer Benefits Over the long term, customer bill effects expected to be mitigated by... • Enhanced Financial Flexibility • Operational E xcellence – Reliability, System Performance, Scale Efficiencies, etc. • Independent and transparent ITC model, which supports robust markets and competition

19 19 Rate Effects of Spin-Merge Transaction Financial Flexibility Agenda Agenda Benefits of ETR – ITC Spin-Merge Transaction Approvals Required

Pathway to Completion – Pathway to Completion – Required Approvals Required Approvals Authority Requirements Entergy retail regulators • Change of control of transmission assets • Affiliate transaction approvals related to steps in the spin / merge • Authorization to incur debt in some jurisdictions FERC • Change of control of transmission assets (203 filing) • Acceptance of jurisdictional agreements (205 filing) • Authorization to assume debt / issue securities (204 filings) • Changes to System Agreement to remove provisions related to transmission planning and equalization • ITC filing to establish new rate tariffs for the ITC operating companies Hart-Scott- Rodino Act • Pre-merger notification to review potential antitrust and competition issues IRS • Private letter ruling substantially to the effect that certain requirements for a tax-free treatment of the distribution of Transco are met Securities and Exchange Commission • ITC Form S-4 and Proxy Statement (including audited Transco financial statements and disclosures), and • Transco Registration Statement ITC shareholders Approvals required for: • Merger, • Issuance of shares to ETR shareholders, and • Amendment to ITC charter to increase authorized number of shares 20