Edgar Filing: ENTERGY CORP /DE/

Rule 425

Entergy: Managing Risk and

Pursuing Opportunities

Deutsche Bank Securities

2012 Clean Tech, Utilities & Power Conference

May 15, 2012

Filed by Entergy Corporation Pursuant to Rule 425

Under the Securities Act of 1933

Subject Company: Entergy Corporation

Commission File No. 001-11299

Caution Regarding Forward-looking Statements and

Regulation G Compliance

In this presentation, and from time to time, Entergy Corporation 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 (a) those factors discussed in: (i) Entergy’s Form 10-K for the year ended December 31, 2011, (ii)

Entergy’s Form 10-Q for the quarter ended March 31, 2012 and (iii) Entergy’s other reports and filings made

under the Securities Exchange Act of 1934; (b) uncertainties associated with rate proceedings, formula rate

plans and other cost recovery mechanisms; (c) uncertainties associated with efforts to remediate the effects

of major storms and recover related restoration costs; (d) nuclear plant relicensing, operating and regulatory

risks, including any changes resulting from the nuclear crisis in Japan following its catastrophic earthquake

and tsunami; (e) legislative and regulatory actions and risks and uncertainties associated with claims or

litigation by or against Entergy and its subsidiaries; (f) conditions in commodity and capital markets during

the periods covered by the forward-looking statements, in addition to other factors described elsewhere in

this presentation and subsequent securities filings and (g) risks inherent in the proposed spin-off and

subsequent merger of Entergy’s electric transmission business into a subsidiary of ITC Holdings Corp.

Entergy cannot provide any assurances that the spin-off and merger transaction will be completed and

cannot give any assurance as to the terms on which such transaction will be consummated. The spin-off and

merger transaction is subject to certain conditions precedent, including regulatory approvals and approval by

ITC Holdings Corp. shareholders.

This presentation includes the non-GAAP measures of operational net income, debt to capital, excluding

securitization debt, gross liquidity and operational earnings per share when describing Entergy’s results of

operations and financial performance. We have prepared reconciliations of these measures to the most

directly comparable GAAP measures. These reconciliations can be found on slides 45 – 50. Further

information about these measures can be found in Entergy’s investor earnings releases, which are posted

on our website at www.entergy.com.

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.

Business Model Based on Operational Excellence,

Portfolio Management and Point of View

Supply / Demand

Climate / Weather Data

Environment

Legislation / Regulation

Fuel Prices

Market Environment

Credit Markets

Capital Markets

Entergy’s Legacy Positions

Entergy’s Business Model

Portfolio

Management

Create

Options

Short Positions

Long Positions

Strict

Risk

Limits

Business

Strategy

Driven by:

Markets

Skills

Scale

Scope

Positions

Rigorous

Analysis

Structured

Contracts

Asset

Development

/ Acquisitions

Asset

Disposition

Structured

Contracts

Operational

Excellence

Produce

Products /

Services

Achieve

Productivity

Manage

Relationships

Current

Point of

View

Entergy’s

Businesses

30,000 MW electric generating

capacity

2 largest U.S. nuclear

generator

2.8 million utility customers

More than $11 billion revenues

15,000 employees

Utility

6 vertically integrated electric utilities (5 retail regulators)

4 contiguous

states

–

Arkansas,

Louisiana,

Mississippi,

Texas

21,000 MW generating capacity

15,700 miles high-voltage transmission lines

Entergy

Wholesale

Commodities

6 nuclear units owned

at 5 sites (5,011 MW)

1 nuclear plant

managed (800 MW)

Non-nuclear wholesale

capacity (1,601

MW)

Competitor /

Industry Standards

As a POV Company, We Continually Adapt

by Managing Risk and Pursuing Opportunities

Wholesale

Commodities

Businesses

Regulated

Businesses

Internal

Sustainability

Renewal

Financial Flexibility

Capital Return to Shareholders

Productivity Improvements

Environmental Consciousness

Low-Income Initiatives

Safety

Wholesale / Pwr Development

Performance and Restructuring Focus

TX Competitive Retail

Entergy Nuclear

EWC

Enexus

Spin-off

Transition to

Competition

TTC –

TX & AR

TTC TX

Legis

Clarity

Customer Care, Reliability, Storm Response / Recovery,

Efficient Rate Recovery Mechanisms

Transco / RTO

ICT (Transmission)

E-RSC

Supply Plan / Portfolio Transformation Strategy

MISO / ITC

Entergy Power Mktg

Divest to

Invest

Entergy-Koch

Gas Strategy

Illustrative

Some Examples –

Past and Present

Grow

Insulate

Isolate

Separate

Back to

Basics

EWC

Entergy-Koch

Joint Venture

Enexus

Spin-off

MISO

Transco

Spin / Merge

-----Risk Management-----

Strategies

Entergy Today

ETR

Shareholders

Vertically

Integrated

Utility

EWC

Illustrative

Utility

EWC

ETR

Shareholders

Operational Excellence and Portfolio Management

Proposed

Today

Future?

Isolate,

Separate

Business Risks

to Maximum

Extent Possible

Transco

Paths Forward –

The Utility

2013

Join MISO

Transco

Spin / Merge

2012

Regulatory

Major

Investments

Managing

Human

Capital

Objectives

Facilitate

Prudent

Investments

Maintain Credit

Regulatory

Meet Owner

Expectations

Operate

Safely,

Effectively,

Efficiently

2014

2015

2016…

The Path

Forward

Generation

Transmission

Distribution

Illustrative

Utility Financial Aspirations Consider System Needs

and Customer Cost

Customer Cost

System Needs

Financial Aspirations

To ensure quality service and reliability

For the 12 months ending Dec 31, 2011 vs 2008,

of 155 companies and jurisdictions, Entergy’s Utility OpCos

delivered among the largest bundled residential price reductions

Utility Income Growth Outlook

•

6 –

8% compound annual net

income growth from 2010

through 2014 (2009 base)

Operating Company

Credit Quality and Flexibility

•

Investment grade

•

Lower risk profile

Service and Reliability Are the Foundation

Utility Operations Statistics

1998 vs 2000 and 2001 through 2011

Outage Frequency / SAIFI

Avg number per customer per year,

excluding major storms

Safety / Lost Work Day Incident Rate

Regulatory Outage Complaints; #

Outage Duration / SAIDI

Avg minutes per customer per year,

excluding major storms

1.08

0.60

44%

278

172

38%

63%

535

196

37%

3.54

2.24

Regulatory Mechanisms Tailored for Specific Issues

Rate Case

Specific

Recovery

Cost Recovery

Formula Rate

Plan

Goal: timely recovery of costs and the opportunity to earn on prudent investment

Illustrative

Regulatory Mechanisms for Cost Recovery

Non-fuel O&M

Maintenance capital

Example

Acquisitions

Capacity costs

Environmental

emission costs

Energy efficiency

Renewables

Storm

Full review of costs

Rate design

Acadia Unit 2

14ft

Infrastructure and Service Investment Opportunities

Support Operational and Financial Objectives

Generation

Transmission

•

Investments to accommodate new service

and maintain existing service

•

Investments to meet existing NERC

Transmission Planning (TPL) standards

and certain anticipated rule changes

•

Other economic investments

•

Smart Grid / infrastructure requirements /

renewables

•

Potential Self-Build Options

•

Potential Nuclear Capacity

Construct and/or repower generating

facilities on existing Entergy utility sites

Construct uprates; preserve option

to build new units at Grand Gulf and

River Bend sites

Acquire or contract merchant capacity

built over the past decade

•

Gas-Fired Capacity

Utility Capital Investment Plan

2012E –

2014E; % of Total –

Prepared Jan 2012

$6.0B

Other

Transmission

Other Generation

Portfolio

Transformation

25%

50%

75%

100%

12E –

14E

Transmission

An Active Regulatory Agenda Required to Implement

Texas

•

Rate case filed Nov 2011 and hearing recently concluded; procedural

schedule calls for final decision by jurisdictional deadline of July 30, 2012

•

PUCT

voted

include

determination

purchased

capacity

cost

baseline

amount in current rate case; awaiting Staff proposal on rider

Louisiana

•

Ninemile 6 project approved in

Mar 2012

•

1-year FRP extensions

approved in Nov 2011

•

Base rate case filings to be

made by Jan 2013

Mississippi

•

Hinds acquisition approved in

Feb 2012; awaiting decision on

cost recovery

•

2011 test year FRP filed in Mar

2012; earned ROE within

bandwidth, no rate change

New Orleans

•

Ninemile 6 PPA approved

•

ENOI anticipates that it will

discuss possible renewal or

extension of the FRP (current

3-year term ends with 2011 test

year filing)

Arkansas

•

Settlement reached in Hot

Spring proceeding that will

permit cost recovery through a

capacity rider; awaiting APSC

decision on acquisition

General Regulatory Update

Utility Capital Investment Needs on the Horizon

Present Risks and Opportunities

Average Annual Utility Investment

2002 –

2014E and potential beyond; $B

Three-year

capital plan

Illustrative

Includes

major storms

Does not include

major storms

Capital investment figures shown for beyond 2014E are illustrative and subject to uncertainty and variability

1.3

1.7

02 –

07 –

12E –

14E

Beyond 14E

2.0

2.8

1.5

–

???

Transmission Business Initiatives Help to Address

Risks and Opportunities

ICT (Current)

Move to MISO

MISO + Spin / Merge

Entergy

Utility

•

T planning

•

T operations

•

Balancing authority

–

Gen commitment and

dispatch

–

Ancillary services

–

Real-time energy balancing

•

T compliance

•

T planning

•

T operations

•

Offer generation or self

schedule

•

T compliance

•

Offer generation or self

schedule

ICT

•

T planning

•

T service

•

T compliance

RTO

•

T planning

•

T service

•

Day ahead market

•

Consolidated balancing

authority

–

Gen commitment and

dispatch

–

Ancillary services

–

Real-time energy balancing

•

T compliance

•

T planning

•

T service

•

Day ahead market

•

Consolidated balancing

authority

–

Gen commitment and

dispatch

–

Ancillary services

–

Real-time energy balancing

•

T compliance

Transco

•

T planning

•

T operations

•

T compliance

Recent Events Mark Progress Towards Achieving

Transmission Business Objectives

Texas

•

Application filed Apr 2012

•

Hearing scheduled for 7/30/2012 –

8/1/2012; jurisdictional deadline is

10/27/2012

•

One party has challenged certain

aspects of the filing

–

PUCT may review issue 5/18/2012

–

Could result in need to refile

Louisiana

•

Application filed Oct 2011

•

LPSC Staff conditionally supportive

of joining MISO

•

Hearing held 5/2/2012; on agenda for

consideration at 5/23/2012 LPSC

Business and Executive Session

Mississippi

•

Application filed Dec 2011

•

Hearing scheduled for Jul 2012;

decision expected by end of Aug

2012

New Orleans

•

Application filed Nov 2011

•

CCNO Advisors recommend several

conditions should CCNO approve

•

Hearing scheduled for Sep 2012

Arkansas

•

Application filed Nov 2011

•

EAI and coal plant co-owners

reached agreement on how the

plants will operate after EAI’s

integration into MISO

•

Hearing to begin in late May 2012

FERC

•

Additional power flow –

over and

above the 1,000 MW assumed in

studies –

authorized under existing

SPP-MISO Joint Operating

Agreement

•

MISO’s cost allocation tariff

provisions to transition integration

of Entergy were conditionally

accepted

MISO Regulatory Update

Proposed ITC Transaction –

The Next Step in

Transforming the Business Model

•

–

Generation

–

Distribution

•

~$1.775B of debt will be issued by Entergy in

connection with the internal separation of the

transmission business, the proceeds from which

will be used for debt reduction

•

Each Entergy Utility Operating Company's capital

structure after the spin-off and merger anticipated

to be consistent with capitalization prior to the

transaction

•

Prior to the merger, ITC

expects to effectuate a

$700M recapitalization

currently anticipated

to be a special dividend

•

Entergy shareholders to merge

spun transmission business

with ITC merger subsidiary

•

New Holdco to survive

•

Entergy

shareholders

receive

50.1% of ITC stock

Entergy

Shareholders

Parent

Creditors

Utility

OpCos

Entergy

Wholesale

Commodities

OpCo

Creditors

Entergy

Shareholders

Mid South

TransCo LLC

(New Holdco)

ITC

Shareholders

ITC Merger

Sub

Transco Subs

Illustrative

Entergy

Utility

Operating

Companies

comprised

of:

Entergy Customers and Other Stakeholders

To Benefit from Independent Transco

•

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

Paths Forward –

EWC

2012

2013

2014

2015

2016…

License

Renewal

Managing

Human

Capital

Objectives

Meet Owner

Expectations

Operate

Safely,

Securely,

Efficiently

Obtain License

Renewals

Optimize

Margins

Strategically

Transact on POV

Preserve

Business Option

Value

Illustrative

Operational Excellence Also Important for EWC

Annual

Forced

Loss

Rate

1991 –

2011; %

Indian Point

Energy Center

Entergy

Previous Owners

EWC

Nuclear

Operational

Track

Record

EWC Nuclear includes Palisades but excludes Cooper; pre-Entergy data based upon published reports; operational data based on 18/24 month cycle;

production cost based on 3-year average

Capability

Factor; %

Forced Loss

Rate; %

RFO Duration;

Avg Days

INPO Index;

Prod Cost;

$/MWh

% Improved

vs Pre-ETR

2011

2.4

24.57

Operational Excellence Translates Into Improved

Financial Performance

Total Net Generation

@Pre-ETR Ownership

Avg Capacity Factor

Uprates

Capacity Factor

Improvements

EWC Nuclear Output

Jan 1999 –

Dec 2011; TWh

Illustrative

Assumes pre-ETR ownership average capacity factor of 75%

License Renewal Protects Long-term Value

of Nuclear Assets

NRC License Renewal Status

Unit

Expiration

Status

Recent Events / Next Steps

Pilgrim

6/8/2012

Awaiting

ASLB &

NRC

decisions

•

Intervenors have taken steps to slow or block license

renewal at the NRC, federal court and state avenues

•

On 4/20/2012, NRC Staff sent document asking NRC

Commissioners to authorize license issuance

–

NRC could issue license with issues outstanding

•

ASLB resolved all admitted contentions and the NRC

Staff completed its review

Indian

Point 2

9/28/2013

Pre-

hearing

filings

before

ASLB

•

Final Safety Evaluation Report issued in 2009; SER

Supplement issued 8/30/2011

•

Final Supplemental Environmental Impact Statement

issued Dec 2010; narrow supplement likely

•

Initial ASLB hearings to begin 10/15/2012

–

Current pace points to likely application of

“Timely Renewal Doctrine”

to Indian Point 2 and

potentially Indian Point 3

Indian

Point 3

12/12/2015

“Timely Renewal Doctrine”

(i.e., continue to operate

until NRC decision)

NRC License Renewals Issued for 20 years

Palisades renewed on 1/17/2007 (expires 3/24/2031)

FitzPatrick renewed on 9/8/2008 (expires 10/17/2034)

Vermont Yankee renewed on 3/21/2011 (expires 3/21/2032)

Protecting Value Includes Resolving Legal and State

Regulatory Uncertainties

Current Status

Issue

Description

Indian Point Water

Quality Proceedings

Indian Point Coastal

Zone Management

Act

•

New York State Dept of

Environmental Conservation

position: New Clean Water Act

401 water quality certification

required for license renewal

•

SPDES

water discharge permit

renewal –

not NRC requirement

for license renewal

•

Submitted notice to NRC of no final

decision on WQC in required 1-year

time period

•

Adjudicatory initial hearings before

NYSDEC held in 4Q11 through

early 1Q12; hearings expected to

resume later in 2012 and extend

into early 2013

•

Federal law designed to

promote appropriate multiple

uses of coastal resources

•

Consistency with New York

State’s federally-approved

coastal zone management

program to be resolved before

NRC license renewal issuance

State Pollutant Discharge Elimination System

Continued Operation

of Vermont Yankee

•

Entergy VY v Shumlin before

Second Circuit Court of Appeals

•

Certificate of Public Good

proceeding before Vermont

Public Service Board

•

Appeal of NRC license issuance

in U.S. DC Circuit Court

•

Briefing expected for most of 2012,

with decision in 2013

•

Procedural schedule established by

VPSB with decision anticipated in

late 3Q13 / early 4Q13

•

Oral argument held 5/9/2012;

awaiting decision

Continued Operation of Indian Point Advances

New York’s Stated Goals and Objectives

Independent Analysis

Do you favor or oppose renewing the licenses

for the electricity-generating nuclear plants

at the Indian Point Energy Center?

Public Opinion

New York Administration Initiatives

“IPEC’s retirement will exert measurable

net economic and environmental costs,

which we have quantified in part . . .

We have not attempted to quantify all

these costs; many of them are

well beyond the scope of this analysis.”

--Charles River Associates study, 8/2/2011,

commissioned by

New York City Dept of Environmental Protection

Source: Charlton Research Company

Aug 10

Mar 11

Aug 11

Oct 11

Feb 12

Favor

Oppose

Know

Don’t

Natural Gas Market: An Over-supplied Picture for Now

NYMEX Henry Hub Natural Gas Prices

Jan 2011 –

May 2012; $/MMBtu

Japan

Earthquake /

Tsunami

2013

2020

2016

Economic concerns

Warm winter

Natural gas market

oversupply

2014

Jan 11

Apr 11

Jul 11

Oct 11

Jan 12

Apr 12

Hedging Strategies Protect Near-term Value,

While Retaining Longer-term Option

% Revenue Contracted

EWC Nuclear Contracted Revenues

Balance of 2012E –

2016E; as of Apr 26, 2012

Price, $/MWh

Assumes successful license renewal and uninterrupted normal operation at all plants

Includes contracted and merchant energy and capacity revenues, based on market

prices as of 4/30/2012

Projected

Revenues

Contracted

Average Revenue

Under Contract

Projected Revenue

(as of 4/30/2012)

100

Bal 12E

13E

14E

15E

16E

Firm products with call

options for post-license

renewal volumes

Cap operational and

liquidity risks

Allow for market upside

Cap downside, allow for

market upside

Maximize liquidity,

optimize timing, minimize

transaction costs

Mitigate operational risk,

lower UC costs

Larger volumes of collars

Optimizing UC / LD mix

Using portfolio length,

including RISEC

Optimizing hedge timing,

volumes and products

around POV

Paths Forward –

Entergy

Illustrative

Utility

EAI

EGSL

ELL

EMI

ENOI

ETI

LDC

Other

Nuclear

Fossil

Wind

District

Energy

Utility

EWC

Bottom Line: Manage Risk, Remain Financially Solid

and Rationally Grow the Business

Net of $0.5B issuances for Equity Unit retirements and

employee equity plan issuances

Operational

Net Income

Repurchases

(net)

Dividends

Return of Capital

1999 –

2011; $B

Debt to Capital, Excl Securitization Debt

2007 –

2011; %

Gross Liquidity

(Cash and Cash Equivalents + Revolver Capacity)

2007 –

2011; $B

Debt to capital

Year-end storm reserve escrow

account balance

As-Reported

Net Income

Total Shareholder Return

10/30/1998 –

12/31/2011; %

S&P 500

Philadelphia Utility Index

Entergy

Assumes $100 invested

at closing price

on 10/30/1998

New CEO named; Board turns company back over to management

$11.1B Total

(500)

500

1,000

1,500

2,000

100

200

300

400

500

600

3.0

2.6

3.2

3.6

2.7

A Full Slate of Issues and Opportunities

Areas to Manage

Opportunities

•

Safety / Operations

•

Reasonably-priced reliable

electric service

•

EPS

–

Commodity Prices

•

Free Cash Flow

–

Projects

–

Owners: Dividends /

Repurchases

•

Credit

•

Legal / Regulatory Concerns

•

Manage What We Control

–

Costs

–

Operations

–

Investment

•

Protect & Grow

–

MISO

–

ITC Spin / Merge

–

Others???

Actively

Engaged to

Work

Opportunities

Summary

•

Utility fundamentals are strong

–

Constructive investment program

–

Strategic initiatives like MISO and ITC, which will benefit

customers and other stakeholders

–

Declining natural gas and power prices

–

Regulatory and political pressures

–

Regulatory strategy, operating model and market-facing

activities to preserve valuable long-term option

•

EWC

financial

performance

expected

decline

over

few

years

•

Long-term strategy to manage risk, remain financially solid

and rationally grow the business

Entergy: Managing Risk and

Pursuing Opportunities

Deutsche Bank Securities

2012 Clean Tech, Utilities & Power Conference

May 15, 2012

Appendix I

Additional Information

Revised 2012 Earnings Guidance

As-Reported and Operational EPS

2012E

Guidance

(after-tax)

–

Updated

April

2012

5.80

5.25

(0.18)

(0.26)

(0.24)

Original 12E

Operational Guidance

Midpoint

Revised 12E

Operational Guidance

1Q12

weather

impact

0.14

(0.23)

5.25 Midpoint

4.85 –

5.65 Range

Originally prepared November 2011 and revised April 2012

As-reported earnings guidance will be updated to reflect special items as recorded throughout 2012

Increased

income tax

expense due

to write-off

of regulatory

asset

Increased non-

fuel O&M due

to final

pension

assumptions

0.22

Reduced

operating

expenses

from VY

impairment

Decreased

EWC net

revenue due

to market

prices

Other

(incl interest

expense, non-

fuel O&M,

potential

income tax

benefits)

(0.55)

Revisions

As-Reported

3.95 Midpoint

3.55 –

4.35 Range

Transmission Business Initiatives –

MISO Change of Control Proceedings

Key Dates in Retail Regulatory Change of Control Proceedings to Join MISO

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Intervenor

Staff

testimony

3/14

4/10

Rebuttal

4/19

Hearing

5/2

Decision

TBD

Intervenor / Staff testimony

3/16

4/27

Rebuttal

Sur-

surrebuttal

4/13

5/11

Hearing

5/30-6/1

Decision

TBD

Intervenor

Staff

testimony

4/23-5/23

6/11

Rebuttal

6/25

Hearing

7/19

Deadline for decision

8/31

Intervenor / Advisors testimony

3/23

5/7

8/3

Cross-

Answering

Rebuttal

6/7

8/22

Hearing

9/18

Decision

TBD

Filing

4/30

Intervenor / Staff testimony

7/5, 7/16

Rebuttal

7/23

Hearing

7/30-8/1

Deadline for decision

10/27

Transmission Business Initiatives –

Spin-Merge Transaction with ITC

•

Primary Filings and Approvals for Spin / Merge of Transmission Business

Authority

Requirements

Target Timing

Entergy retail

regulators

Change of control of transmission assets

•

Affiliate

transaction

approvals

steps

the

spin

merge

•

Authorization to incur debt in some jurisdictions

Initial filings

are expected

to begin

mid-year

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

review

potential

antitrust

and

competition issues

Work is

expected to

begin in the

second and

third quarters

of 2012

IRS

•

Private

letter

ruling

substantially

the

effect

that

certain

require-

ments

for

tax-free

treatment

the

distribution

Transco

are

met

Securities and

Exchange

Commission

•

financial statements and disclosures), and

•

Transco Registration Statement

ITC

shareholders

Approvals required for:

Merger,

•

Issuance of shares to ETR shareholders, and

•

Amendment

ITC

charter

increase

authorized

number

•

ITC

Form

S-4

and

Proxy

Statement

(including

audited

Transco

•

Utility Investments –

Hot Spring and Hinds Energy Facilities

2011

2012

Acquisitions Announced

Apr 2011

Hot Spring

Hinds

620

450 (summer rating)

Seller

KGen Power Corporation

Total Investment

$277M; $447/kW

$246M; $547/kW

Transmission Upgrades

~$440K –

$25M

$580K

Plant

Type

Fuel

Source

Combined cycle / natural gas

Location

Hot

Spring

County,

Jackson, MS

Commercial Operation

2002

2001

Jurisdiction

EAI

EMI

Recovery Mechanism

Seeking rider recovery

Regulatory Status

Settlement permits

cost recovery through

rider; awaiting APSC

decision

Acquisition approved

in Feb 2012; awaiting

MPSC decision on

cost recovery

Hot Spring

Energy Facility

Hinds Energy Facility

Targeted Close

Around Mid-2012

Closing is contingent on obtaining regulatory approvals and cost recovery, as well as other closing conditions

Parties

have

satisfied

obligations

under

HSR

Act;

review

the

transactions

the

DOJ

ongoing

Air Permit

Issued

Aug 2011

Utility Investments –

Ninemile 6 New CCGT Plant

2015

Ninemile 6

~550

Total Investment

$721M, excluding transmission

Spending

Prior to 2012: $26M; 2012E-2014E: $660M

Plant Type / Fuel Source

Combined cycle / natural gas; new construction

Location

Westwego, LA

Expected In-Service Date

First part of 2015

Jurisdiction

ELL; PPAs to EGSL (25%) and ENOI (20%)

Recovery Mechanism

ELL and EGSL will recover costs through their

respective FRPs, if in effect when the project is

placed in service, or through base rate case

filings; ENOI will make a base rate case filing

Status

Approved; full notice to proceed issued

Ninemile Point

2012

2011

2010

2013

Estimated

In-Service Date

First Part of

2015

2014

LPSC,

CCNO

Orders

Full Notice to

Proceed Issued

Market Test

Decision

Jul 2010

Air Permit

Application Filed

Sep 2010

LPSC,

CCNO

Filings Made

Anticipated Completion of

NRC Review and

Implementation of Uprate

Summer 2012

Utility Investments –

Grand Gulf Uprate

2009

2012

Board

Approved

Jul 2009

Installation in

Spring 2012

Refueling Outage

MPSC Issued Certificate of Public

Convenience and Necessity

Nov 2009

2010

2011

Grand Gulf

Nuclear Station

Grand Gulf Uprate

Estimated Power Uprate

178 MW

Estimated Cost

$874M (total project, including transmission)

Spending

Prior to 2012: $448M; 2012E: $426M

Plant Type / Fuel

Source

Nuclear

Jurisdiction

SERI 90% (sales to EAI / ELL / EMI / ENOI);

SMEPA 10%

Status

Installation in progress

Recovery Mechanism

NRC Formally Accepted

License Amendment

Application for Review

Dec 2010

Estimated total capital investment to be made in the course of the implementation uprate project (including South Mississippi Electric Power

Association’s share)

Included in cost of service once completed; costs

recovered

OpCos

through

existing

mechanisms

Utility Investments –

Waterford 3 Steam Generator Replacement

2012

Estimated

In-Service Date

Dec 2012

2008

ELL Petitioned LPSC to

Replace 2 Steam Generators

Jun 2008

2010

2011

2009

ELL Notified LPSC

RSGs Would Not Be

Delivered in Time to

Meet Current Schedule

Dec 2010

Installation

Fall 2012

Waterford 3

Estimated Cost

$687M

Spending

Prior to 2012: $384M; 2012E: $263M; 2013E: $40M

Plant Type / Fuel Source

Nuclear

Status

•

Installation revised to Fall 2012 outage

•

Extensive Spring 2011 RFO inspections support

continued operation for next cycle

Jurisdiction

Recovery Mechanism

•

Eligible for recovery through 2011 test year FRP

•

Subject to refund and subsequent prudence review

Regulatory Status

Pending determination of the revenue requirement

through ELL’s 2011 test year FRP filing, costs will be

reflected in rates subject to refund

Waterford 3

Steam Electric Station

ELL

LPSC Approved

Stipulated Settlement

Nov 2008

ELL Filed for Est

1st-Year Revenue

Requirement

Dec 2011

Vermont Yankee –

Legal and State Regulatory Proceedings

Authority

Milestone

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

U.S. Court of

Appeals –

D.C. Circuit

Oral argument on appeal of NRC

license issuance

5/9

Decision

TBD

U.S. Court of

Appeals for

the Second

Circuit

State’s opening / reply briefs

6/4

VY’s opening / reply briefs

Oral argument

TBD

Decision

TBD

Certificate of

Public Good

before

Vermont

Public

Service

Board

Amended application filed

4/16

VY direct testimony

6/29

Other parties’

direct testimony

10/22

Public hearings

Nov

Hearings on direct testimony

2/11-

2/22

VY rebuttal testimony

3/11

Other parties’

surrebuttal testimony

4/24

Hearings on rebuttal testimony

6/17-

6/28

Initial briefs / proposals for decision

8/6

Reply briefs

8/26

Decision

TBD

Key Dates

Expected

9/4

11/19

11/5

0.0

0.5

1.0

1.5

2.0

2.5

3.0

Jun-10

Dec-10

Jun-11

Dec-11

Jun-12

Northeast Markets –

Forward Energy and Power Prices

Northeast Nuclear Fleet Forward Energy Prices

Jan 2011 –

Apr 2012; Around-the-Clock $/MWh; Excludes Palisades

2012

2013

2014

NYISO Auction-Cleared Capacity Prices

June

2010

–

Oct

2012;

$/kW-mo

Source: Derived from third party data service

Source: Published prices per NYISO

Spot Auction

Monthly

Strip

ISO-NE Capacity Prices

June

2010

–

May

2016;

$/kW-mo

Source: Published prices per ISO-NE

ISO-NE

accepted

VY’s

bid

delist

from

the

Jun

2015

–

May

2016

FCA

#6 capacity market.

2016

Jan-11

Apr-11

Jul-11

Oct-11

Jan-12

Apr-12

0.0

1.0

2.0

3.0

4.0

5.0

Jun-10

Jun-12

Jun-14

Jun-16

Forward Capacity Auctions

Reconfiguration Auctions

Monthly Auctions

2015

Northeast Markets –

New York Zone A Market Prices and Heat Rates

NYISO Zone A

ATC Forward Prices ($/MWh)

NYISO Zone A

Implied Delivered Heat Rate (Btu/kWh)

2015

2014

2013

2012

Source: Derived from third party data service

2016

2015

2014

2013

2012

2016

01/11

04/11

07/11

10/11

01/12

04/12

6,000

7,000

8,000

9,000

01/11

04/11

07/11

10/11

01/12

04/12

Northeast Markets –

New York Zone G Market Prices and Heat Rates

NYISO Zone G

ATC Forward Prices ($/MWh)

NYISO Zone G

Implied Delivered Heat Rate (Btu/kWh)

Source: Derived from third party data service

2015

2014

2013

2012

2016

2015

2014

2013

2012

2016

01/11

04/11

07/11

10/11

01/12

04/12

8,000

9,000

10,000

11,000

01/11

04/11

07/11

10/11

01/12

04/12

Northeast Markets –

New England Market Prices and Heat Rates

ISO-NE MASS Hub

ATC Forward Prices ($/MWh)

ISO-NE MASS Hub

Implied Delivered Heat Rate (Btu/kWh)

Source: Derived from third party data service

2015

2014

2013

2012

2016

2015

2014

2013

2012

2016

01/11

04/11

07/11

10/11

01/12

04/12

7,500

8,500

9,500

01/11

04/11

07/11

10/11

01/12

04/12

Appendix II

Regulation G Reconciliations

Regulation G Reconciliations

Table 1: Entergy Consolidated Debt to Capital, Excluding Securitization Debt

Reconciliation of GAAP to Non-GAAP Measures

2007 –

2011

($ in millions)

2007

2008

2009

2010

2011

Gross debt

(a)

11,123

12,279

12,014

11,816

12,387

Less securitization debt

(b)

330

310

838

931

1,071

Gross debt, excluding securitization debt

(c)

10,793

11,969

11,176

10,885

11,316

Total capitalization

(d)

19,297

20,557

20,939

20,623

21,629

Less securitization debt

(e)

330

310

838

931

1,071

Total capitalization, excluding securitization debt

(f)

18,967

20,247

20,101

19,692

20,558

Debt to capital ratio

(a)/(d)

57.6%

59.7%

57.4%

57.3%

Debt to capital ratio, excluding securitization debt

(c)/(f)

56.9%

59.1%

55.6%

55.3%

55.0%

Cash and cash equivalents

(g)

1,254

1,920

1,710

1,294

694

Revolver capacity

(h)

1,730

645

1,464

2,354

2,001

Gross liquidity

(g)+(h)

2,984

2,565

3,174

3,648

2,695

Regulation G Reconciliations

Table 2: Entergy Consolidated Net Income

Reconciliation of GAAP to Non-GAAP Measures

1999 –

2011

($ in millions)

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

As-Reported Net Income

(a)

552

679

726

599

927

910

898

1,133

1,135

1,221

1,231

1,250

1,346

Less Special Items

(b)

(36)

(267)

(55)

(45)

135

(32)

(55)

(71)

(82)

(13)

Operational Net Income

(a)-(b)

530

715

726

866

982

880

943

998

1,167

1,276

1,302

1,332

1,359

Calculations may differ due to rounding

2005 and 2006 reflect the deconsolidation of Entergy New Orleans, Inc.

Regulation G Reconciliations

Table 3: Entergy Consolidated Annual Special Items

Reconciliation of GAAP to Non-GAAP Measures

1999 –

2011

($ in millions)

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Special Items

Regulatory and reserve

adjustments

(65)

(22)

Change in unbilled revenue

estimate

Depreciation adjustment

SERI refund adjustments

(20)

Write-off of start-up costs per

new acct standard

(3)

Write-down of Latin American

assets

(28)

Gain/loss on disposition of

assets

Damhead Creek mark to market

gas contract

Write-down of MyHomeKey

investment

(7)

Merger expenses

(14)

Restructuring costs

(4)

(39)

Regulation G Reconciliations

Table

Entergy

Consolidated

Annual

Special

Items

(continued)

Reconciliation of GAAP to Non-GAAP Measures

1999 –

2011

($ in millions)

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Special Items (continued)

Development costs

(21)

Turbine commitment

(117)

Asset and contract impairments

(142)

SFAS 143 implementation

133

River Bend loss provision

(66)

Voluntary severance plan

(123)

Tax benefits on restructuring

Gulf South Pipeline

Reduction in asset sale

reserves

Entergy-Koch, LP gain

Asset impairment reserve

(36)

Entergy-Koch Trading

(79)

Retail business impairment

reserve

(26)

Retail business discontinued

operations

(19)

Regulation G Reconciliations

Table

Entergy

Consolidated

Annual

Special

Items

(continued)

Reconciliation of GAAP to Non-GAAP Measures

1999 –

2011

($ in millions)

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Special Items (continued)

Restructuring -

Entergy-Koch,

LP distribution

104

Entergy-Koch, LP gain

ENOI results

Non-Nuclear Wholesale Assets

write-off of tax capital losses

(28)

Nuclear alignment

(32)

Non-utility nuclear spin-off

expenses

(55)

(71)

(82)

Transmission business spin-

merge expenses

(13)

Total Special Items

(36)

(267)

(55)

(45)

135

(32)

(55)

(71)

(82)

(13)

Calculations may differ due to rounding

Regulation G Reconciliations

Table 4: Entergy Consolidated EPS

Reconciliation of GAAP to Non-GAAP Measures

(Per share in U.S. $)

2012E

Guidance

Range

As-Reported

(a)

3.55 –

4.35

Less Special Items through 1Q 2012

Vermont Yankee asset impairment

(1.26) –

(1.26)

Transmission business spin-merge expenses

(0.04) –

(0.04)

Total special items

(b)

(1.30) –

(1.30)

Operational

(a)-(b)

4.85 –

5.65

Originally prepared November 2011, updated January 2012 to reflect 2011 final results and revised April 2012.

As-reported earnings guidance will be updated to reflect special items as recorded throughout 2012.

2012E

Guidance

Range

(after-tax)

–

Updated

April

2012