ENTERGY CORP /DE/ — M&A Activity 2012

Aug 24, 2012

Entergy-ITC Transaction Discussion August 27, 2012 Filed by Entergy Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Entergy Corporation Commission File No. 001-11299

2 Safe Harbor Language & Legal Disclosure 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. This presentation contains certain statements that describe ITC Holdings Corp. (“ITC”) management’s beliefs concerning future

3 Safe Harbor Language & Legal Disclosure 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 Reports on Form 10-Q for the quarters ended March 31, 2012, and June 30, 2012, and Entergy’s other reports and filings made under the Securities Exchange Act of 1934; (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.

4 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 2011 Annual Report on Form 10-K filed with the SEC on February 28, 2012, and its definitive proxy statement relating to its 2012 Annual Meeting of Shareholders. 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 2012 Annual Meeting of Shareholders. Safe Harbor Language & Legal Disclosure

Agenda 1. Entergy-ITC Transaction Overview • Approval requirements 2. Schedule • Stakeholder outreach • Anticipated timeline 3. MISO Transition Plan and Impacts • Review transition plan • Impacts of transition plan to Entergy Customers and stakeholders • Impacts of transition plan to current MISO stakeholders 4. Path Forward and Next Steps 5. Q & A 5

Transaction Overview 6

Introduction In December 2011, Entergy Corporation and ITC Holdings Corp. (ITC) announced an agreement under which Entergy will transfer ownership and operation of its electric transmission business to ITC. The transaction is targeted to close in 2013. 7 Purpose of Today’s Discussion: • Brief stakeholders on joint proposal to integrate transmission assets into MISO at closing of Entergy - ITC transaction • Describe how integration would be accomplished for the period of time between the close date of the ITC transaction and the date the Entergy OpCos join MISO as market participants • Express our continued commitment to transparency

Entergy-ITC Overview System Peak Load 26,100 MW 28,000 MW Service Area Seven states Four states* Total Transmission Miles 15,000 miles 15,800 miles Service Area Square Miles 89,850 114,669 RTO Membership MISO/SPP MISO market integration by 12/2013 * Entergy also owns limited assets in Missouri. Entergy Transmission Business 8

Entergy-ITC Transaction Overview Transaction Structure • Reverse Morris Trust – Entergy’s transmission business merges into ITC • Prior to merger, Entergy to pursue tax free spin-off of transmission business, and ITC to effectuate a $700 million recapitalization in the form of a share repurchase, special dividend or some combination thereof • 100% stock consideration • Entergy to issue approximately $1.775 billion of debt, to be assumed by ITC • ITC to issue approximately $700 million of debt at holdings level ITC Shareholders Post-merge • 50.1% Entergy shareholders • 49.9% ITC shareholders ITC Senior Mgmt. and Board • Two new independent directors who have transmission industry knowledge and familiarity with Entergy’s region • ITC’s management team will remain intact for combined business, supplemented with key Entergy leadership personnel from Entergy’s transmission business Headquarters • Regional headquarters remain in Jackson, MS • Corporate headquarters in Novi, MI 9

10 The transaction is dependent upon the following approvals and other closing conditions: Transaction Approvals Authority Requirement Entergy Retail Regulators (APSC, LPSC, MPSC, MoPSC, PUCT, CCNO) • Approval to join an acceptable RTO • Change of control of transmission assets • Authorization to incur debt in some jurisdictions FERC • Change of control of transmission assets • Establish rate 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 Transaction ITC Shareholders • Merger agreement • Amendment to ITC Articles of Incorporation to increase the number of authorized shares • Authorization for issuance of greater than 20% of outstanding shares

Customer and Stakeholder Benefits Transaction ultimately benefits all constituencies through independent model and overall best practices • Improved reliability, reduced congestion and greater access to competitive energy marketplace • Strong credit and ability to attract cost-effective capital for needed transmission investments • Independent transmission planning and operations; aligns with public policy objectives • Maintains jobs and provides opportunities for job creation and local economic development • Commitment to communities and customers that ITC serves through corporate citizenship and community involvement 11

Schedule 12

Stakeholder Outreach Process • ITC, Entergy and MISO scheduled this meeting to: • Provide an overview of the plan to migrate Entergy's transmission assets to MISO at the time of the transaction, integration strategy and expected impacts to Entergy and current MISO transmission customers and stakeholders • Address questions and receive stakeholder feedback on any concerns • Follow-up stakeholder meeting planned for September, prior to FERC filings 13

Anticipated Timeline • Transaction Change of Control filings in Entergy retail jurisdictions are planned to begin in the third quarter 2012 and will be sequenced over subsequent weeks • MISO and ITC FERC filings by end of September 2012 • Entergy ICT transition to MISO scheduled for December 1, 2012 14

Transition Plan 15

MISO Transition Plan 1 MISO’s Open Access Transmission, Energy and Operating Reserve Markets Tariff is referred to as the EMT or the Tariff. Module B of the Tariff contains provisions for Transmission Service 16 • ITC, Entergy and MISO have developed a three-phase MISO integration strategy for the Entergy footprint • Proposed strategy would allow integration of the transmission assets into MISO up to six months before the Entergy OpCos join MISO as market participants, depending on the close date of the Entergy - ITC transaction • Transmission service will be provided under the MISO tariff, with transitional provisions provided in a new Module B-1 of the MISO Tariff 1 , for the transition period only, until the Entergy OpCos join MISO as Market Participants • After full MISO integration, Module B-1 will be cancelled

Entergy MISO Integration/ITC Transaction Entergy's current ICT agreement with SPP is replaced by ICT agreement with MISO ITC Midsouth OpCos become TOs in MISO immediately following transaction close and participate in MISO MTEP as TOs MISO assumes functional control of transmission system and is the Reliability Coordinator; ICT agreement is terminated MISO and ITC file with FERC Attachment O templates and tariff sheets to implement formula rates; no rate pancaking MISO is the Transmission Provider under MISO Tariff with select Entergy processes retained under new Module B-1 for transition period For the transition period, MISO will delegate select tasks to ITC via Appendix I Agreement 17 MISO replaces SPP as the Independent Coordinator of Transmission (ICT) (December 2012) ITC Midsouth OpCos become Transmission Owners in MISO (upon closing) Entergy OpCos become Market Participants in MISO (December 2013) Entergy OpCos become Market Participants in MISO Module B-1 is cancelled Delegation of Module B-1 functions to ITC under TOA Appendix I terminates

• MISO grants transmission service over current MISO facilities (“MISO classic”) and the ITC Midsouth systems, with a coordinated approach for evaluation and approval of Transmission Service Requests, providing “one stop shopping” for customers • Removal of “pancaked” rates between MISO classic and ITC Midsouth transmission systems • Participation as a full member in the MISO 2014 MTEP planning process with ITC’s bottom-up planning approach • Entergy’s most recent Transmission Construction Plan will be incorporated in Appendix A of MTEP13 as “planned projects with predetermined cost allocation” • All new load and generator interconnection requests and long term transmission service requests in need of a transmission upgrade will transition to MISO tariff procedures • Maintains the Entergy Weekly Procurement Process – to be performed by ITC and subject to MISO IMM oversight – until the Entergy OpCos integration into MISO market is completed General Implementation Construct 18 • Entergy to remain the Balancing Authority and will continue to provide ancillary services for the transition period

19 Overview of Proposed Module B-1 Module B-1 is needed to provide MISO transmission service following ITC’s acquisition of Entergy’s transmission assets, but prior to Entergy’s integration into the MISO energy and ancillary services markets • The PTP and NITS provisions of MISO’s Module B include linkages to the market portion of the Tariff • Entergy OpCos will be a non-market area until December 2013 • Module B also does not include certain provisions included in the Entergy tariff, such as conditional firm transmission service Module B-1 will provide Order 888/890-compliant PTP and NITS Service over ITC Midsouth OpCos’ facilities during the Transition Period • Service will be consistent with the pro forma OATT • Module B-1 service will include reservation and scheduling of transmission service, performing necessary studies, determining service availability, changes in service specifications, designation of network loads/resources, etc. Where possible, MISO will include references to its standard Module B provisions and definitions • MISO will rely on its standard Tariff provisions for issues such as billing, reciprocity, dispute resolution, force majeure, indemnification and other similar legal issues

20 Overview of Proposed Module B-1 (Continued) • Module B-1 will include several Attachments addressing certain Entergy footprint specific issues, including ATC/AFC calculation, payments to parties that funded upgrades on a direct assignment basis, weekly procurement process, studies and reports • MISO will provide or procure ancillary services (AS) during the Transition Period • Schedule 1 will be provided by MISO under its Tariff • Schedule 2 through 6, as well as Generator Imbalance Service, through MISO Tariff; provided by Entergy pursuant to FERC approved schedules • Once the Transition Period ends, and the Entergy OpCos are integrated in the MISO markets, Module B-1 will be cancelled by MISO and the standard provisions of the MISO Tariff will apply

Overview of TOA Appendix I • Appendix I of the MISO Transmission Owner Agreement is a framework for membership and operation of independent transmission companies within MISO, under which independent transmission companies are delegated to perform certain functions • Transmission entity is fully independent from any market participant • Transmission entity is of sufficient size and scale to reliably assume operational rights and responsibilities • Functions may include, but are not limited to: planning, revenue distribution, tariff administration, billing • Specifics regarding operational rights, responsibilities and procedures are reflected in an Appendix I Agreement filed with, and approved by, FERC 21

Overview of Weekly Procurement Process (WPP) • WPP is intended as an optimized procurement process. It is not a centralized market for energy • The intent of the WPP is to provide Entergy and its Network Customers production cost savings through optimization of short-term (daily and/or weekly) purchases and the use of existing resources for the next week subject to the transmission network’s capability and system operating constraints • MISO will be responsible for approving new network transmission service under the WPP (i.e., the designation of new Network Resources) • Generators in the MISO Classic footprint may participate in the WPP, provided they register and acquire firm PTP service to the ITC Midsouth border

Impacts of MISO Transition Plan to Entergy Customers and Other Stakeholders • MISO always develops a transition plan to integrate new transmission owners – these plans all include incremental steps • This is a phased approach to manage the transmission and market portions of the integration • Entergy Transmission Customers will need to be registered as MISO Transmission Customers • There will be zonal transmission rates within the ITC Midsouth footprint • Rates will be developed by pricing zone; expect to have four • MISO transmission rates will be applicable • Existing transmission service crossing the MISO classic and ITC Midsouth transmission systems will be migrated to eliminate double counting of reservations • Settlements will be based on the MISO Tariff with one reservation per service request 23

Impacts of MISO Transition Plan to Entergy Customers and Other Stakeholders (Continued) • There will continue to be two balancing authority areas – MISO and Entergy • Certain existing Entergy processes will be retained through MISO Tariff Module B-1 for ITC Midsouth transmission for the transition period • Pancaked rates will be eliminated between MISO Classic and MISO South • The transmission hurdle rate for moving energy in and out of MISO market is reduced because rate pancaking is eliminated • Will provide one-stop shopping – customer makes just one transmission service request • TLR credits for service curtailed by MISO will be provided to ITC Midsouth customers, even if reservations were approved prior to the transition period • The transition to MISO enhances reliability through AFC coordination across the queues; increases efficiency of transmission use – 24 transmission available makes more

Impact of MISO Transition Plan on Current MISO Stakeholders • Approach has been designed to mitigate impacts to existing MISO priorities • Existing transmission owners will share revenue from point-to-point service • Elimination of pancaked rates between MISO Classic and MISO South • The transmission hurdle rate for moving energy in and out of MISO market is reduced because rate pancaking is eliminated • Reduction in Schedule 10 charges across MISO footprint 25

Path Forward and Next Steps 26

Next Steps • Continue development of regulatory filings • MISO will file with FERC for approval of Module B-1 tariff sheets • ITC and MISO will file with FERC for approval of Attachment O templates and tariff sheets • Appendix I Agreement between ITC and MISO will be filed with FERC for approval • Complete stakeholder process • Execute coordinated regulatory filing timeline • Change of Control filings in Entergy retail jurisdictions • Anticipate FERC filings in September 27

Questions 28