Entergy-ITC Transaction Discussion
Entergy-ITC
Transaction Discussion
August 27, 2012
Filed by
ITC
Holdings
Corp.
Pursuant
to
Rule
425
under
the
Securities
Act
of
1933
and
deemed
filed
pursuant
to Rule
14a-12
under
the
Securities
Exchange
Act
of
1934
Subject
Company:
ITC
Holdings
Corp,
Commission
File
No.
001-32576

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