ENTERGY CORP /DE/ — M&A Activity 2012

Mar 13, 2012

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

1 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 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. This communication is not a solicitation of a proxy from any security holder of ITC. However, Entergy, ITC and certain of their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders of ITC in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Entergy, may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 28, 2012, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on March 24, 2011. Information about the directors and executive officers of ITC may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 22, 2012, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on April 21, 2011.

3 3 3 • 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 Our Agenda Our Agenda

4 4 4 Safety

5 5 5 What is happening and why What is happening and why • Entergy to spin-off and merge its electric transmission business into ITC • • Leadership will include: — — Mike Vaughn, vice president, asset management, reporting to Riley. — Mark McCulla, vice president, reporting to executive vice president and chief business officer, ITC. • ITC will integrate approximately 750 positions from Entergy, assume operations of Entergy transmission and transmission-related facilities • • Targeting completion of the transaction in 2013, subject to customary closing conditions and necessary approvals ITC regional headquarters to be in Jackson, Miss.; ITC corporate headquarters to remain in Novi, Mich. ITC to become one of the largest electric transmission companies in the U.S., with subsidiaries from the Great Lakes to the Gulf Coast Rick Riley, appointed to a senior executive position with responsibility for transmission business system operations (equivalent of chief operations officer for transmission business), reporting to the chairman, president and CEO of ITC.

Entergy has been pursuing this course of Entergy has been pursuing this course of action for over a decade action for over a decade 6

Increases flexibility of Entergy’s investment alternatives Protects credit quality of Entergy and its OpCos Supports efficient infrastructure investment Improves access to capital for Entergy’s transmission business Entergy Customers and Other Stakeholders Entergy Customers and Other Stakeholders to Benefit From Independent Transco to Benefit From Independent Transco 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 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 7

Complete independence (divestiture) Today’s Announcement Builds on Key Today’s Announcement Builds on Key Strategic Objectives Strategic Objectives Why a Transco? Singular focus in one critical area Substantial investment Technological change -- As presented 11/8/2011 8 Protects / improves credit quality of Operating Companies Consistent with Congress and FERC direction Investment needs > depreciation level

Why This Transaction? Why This Transaction? Addresses Inefficient Transmission Framework Addresses Inefficient Transmission Framework Transmission infrastructure development in the U.S. historically has been focused primarily on connecting load and resources within control areas, with little interregional or national perspective In contrast, U.S. Electric Power Transmission Grid • More than 211,000 high voltage transmission line miles • Operated by 140 control areas (ownership is even more fragmented) Source: FEMA kV kV 115 115 138 138 161 161 230 230 345 345 500 500 9

Introduction to ITC Holdings Corp. Introduction to ITC Holdings Corp. Presentation to Entergy Employees Presentation to Entergy Employees Jon Jipping, Executive Vice President Jon Jipping, Executive Vice President & Chief Operating Officer & Chief Operating Officer December 2011 December 2011

Safe Harbor Language & Legal Disclosure This presentation 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 annual report on Form 10-K and ITC’s 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 and in subsequent filings with the SEC): (i) risks inherent in the contemplated transaction, including: (A) failure to obtain approval by the Company’s shareholders; (B) failure to obtain regulatory approvals necessary to consummate the transaction or to obtain regulatory approvals on favorable terms; (C) the ability to obtain the required financings; (D) delays in consummating the transaction or the failure to consummate the transactions; and (E) 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, approval of ITC’s shareholders 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. 11

Safe Harbor Language & Legal Disclosure ITC and Mid South TransCo LLC (“TransCo”) will file registration statements with the SEC registering shares of ITC common stock and TransCo common units to be issued to Entergy Corporation (“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’s shareholders are urged to read the proxy statement and any other relevant documents because they contain important information about ITC, 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 This presentation is not a solicitation of a proxy from any security holder of ITC. However, Entergy, ITC and certain of their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders of ITC in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Entergy may be found in its 2010 Annual Report on Form 10-K filed with the SEC on February 28, 2011, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on March 24, 2011. Information about the directors and executive officers of ITC may be found in its 2010 Annual Report on Form 10-K filed with the SEC on February 23, 2011, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on April 21, 2011. 12

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 Midwest in 2007 Business model is singularly focused on owning, operating and maintaining transmission Actively developing transmission infrastructure required for reliability needs and emerging long-term energy policy 13

Leading Transmission Platform 14 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 * Excludes contract work force ** ITC, ETR & Pro forma ITC net PP&E as of 9/30/2011 based on GAAP, all other amounts per June 30, 2011 FERC Form 1 Network System Peak Load 26,100 MW 28,000 MW Service Area Seven states – including footprint in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas & Oklahoma Four states – including footprint in Arkansas, Texas, Louisiana and Mississippi Total Transmission Miles Approximately 15,100 miles Approximately 15,700 miles 9/30/2011 Net PP&E $3.2 billion $3.1 billion RTO Membership MISO & SPP Currently Independent Coordinator of Transmission with anticipated full transition to MISO by December 2013 Full Time Equivalent Employees Approximately 450 Approximately 750 Net transmission PP&E ($bn)**

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 Well established and experienced in MISO and SPP RTOs Benefits of independence – financial, operational, regulatory Commitment to excellence and “doing the right thing” 15

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 16 Results affirm our direction

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 operational functions After closing, efforts will be focused on transitioning operations from Entergy and integrating other functions as necessary Former Entergy businesses will be separate business entities, although the focus will be to combine operations, processes and procedures, to capture the best practices of each company 17

18 18 18 What’s going to happen next, and when?

19 19 19 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 future. • More information will be provided for employees on a Web page on the intranet.

20 20 Pathway to Completion – Pathway to Completion – Required Approvals Required Approvals Jurisdiction / Authority Approval(s) 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 Approvals Required Approvals may be required in Missouri and Tennessee due to limited assets in those territories. Approval may be required in Oklahoma for ITC.

21 21 What should employees know and do as a result of this announcement?

22 22 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 group, and for working with you on performance and career development. • Employees should focus on the business at hand: Providing safe and reliable service.

23 23 23 • 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, Mississippi, Texas. • We anticipate the vast majority of employees moving to ITC will remain at current work sites. — As with any merger, it is inevitable that there will be some movement. • ITC will assume and honor collective bargaining agreements for all bargaining employees who move to the new company. • Outsourcing of any support functions has not been evaluated. Employee Matters Employee Matters

24 24 24 • Entergy and ITC have formed a joint implementation team to address business and organizational issues, as well as employee matters. Transmission Spin-off/Merger Update Transmission Spin-off/Merger Update — — — • Very strict legal requirements governing how and when we communicate information, so we ask for your patience. • Entergy will continue efforts to move to MISO. Joe Domino as the PMO Lead for ETR, Jon Jipping for ITC Currently in the Analysis Phase Then will transition to the Design Phase, followed by the Implementation Phase

25 25 25 Questions and answers