425
ITC Holdings Corp.
Entergy Regional State Committee
Working Group & Stakeholders Meeting
January 2012
ITC Holdings Corp.
ITC Holdings Corp.
Entergy Regional State Committee
Entergy Regional State Committee
Working Group & Stakeholders Meeting
Working Group & Stakeholders Meeting
January 2012
January 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

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

Safe Harbor Language & Legal Disclosure
3
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.

Transaction Overview
Transaction Overview

ITC is an independent transmission-only
company headquartered in Novi,
Michigan
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
ITC has a history of efficiently and
effectively integrating transmission
systems
ITC has a proven track record of safe
and reliable operations
5
5
ITC Overview

ITC Overview
System Peak Load
26,100 MW
28,000 MW
Service Area
Seven states
Four states*
Total
Transmission
Miles
15,100 miles
15,700 miles
Service Area
Square Miles
89,850
114,669
RTO Membership
MISO/SPP
Anticipated
MISO
membership
by 12/2013
6
*Entergy also owns limited assets in Missouri and Tennessee.
6
Transmission Business

7
Independent Model
7
Benefits of ITC independent
transmission model
Transparency
Improved
Reliability
Enhanced Generator
Interconnections
Aligned with
Public Policy
Operational
Excellence
Improved Credit
Quality
Competitive
Markets
Reduced System
Congestion

Operational Excellence
8
ITC’s goal:  Best-in-class system operations and performance, including
system security and safety.
Our operating companies consistently rank strongly in the SGS Statistical
Services Transmission Reliability Benchmarking program.
ITC’s security operations recognized as an “Example of Excellence”
for our
Reliability Readiness Evaluation and Improvement Program.
Our control room is staffed with operators qualified at the highest level under
the federal Operator Certification Program.

Reliability
9
ITC’s capital investments
and maintenance
programs have resulted in
improved reliability
ITC Midwest’s
performance trend is
improving, following the
paths of ITCTransmission
and METC
Better
Performance
(Average Sustained Outages per Circuit)

Transaction Overview
10
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 recapitalization, anticipated to be special dividend of $700
million
•
100% stock consideration
•
Entergy to issue approximately $1.775 billion of debt, to be assumed by ITC
•
ITC to issue approximately $700 million of unsecured debt at holdings level
ITC Shareholders
Post-Merge
•
50.1% Entergy shareholders
•
49.9% ITC shareholders
ITC Senior
Mgmt & 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 in Jackson, MS
•
Corporate headquarters in Novi, MI
Expected Closing
•
In 2013, subject to timing of approvals
Approval Process
•
Entergy retail regulatory approvals
•
Federal Energy Regulatory Commission approvals
•
ITC shareholder approval
•
Certain other regulatory approvals

$1.775b of newly-issued debt will
be raised at Entergy’s
transmission business, the
proceeds from which will be
distributed to Entergy
Entergy will create and
distribute new Transco (“Mid
South TransCo LLC “) to
Entergy shareholders
Prior to the merger, ITC will recapitalize,
currently anticipated to be a one-time 
$700mm special dividend to existing
shareholders, funded by newly-issued senior
unsecured notes at ITC Holdings
Mid South TransCo LLC will subsequently merge
with ITC Merger Sub; Entergy shareholders will
receive 50.1% ownership in the combined company
49.9%
100%
11
Transaction Key Steps
ITC Pro Forma Structure
1
Entergy
shareholders
ITC
shareholders
Entergy
shareholders
ITC
shareholders
Entergy
Entergy
Entergy
Mid South 
TransCo
LLC
ITC
ITC
Mid South 
TransCo
LLC
Transmission
business
OpCos
OpCos
ITC Merger
Sub
2
3
4
Entergy
shareholders
Entergy
shareholders
ITC
shareholders
Mid South 
TransCo LLC
Entergy
OpCos
ITC
Holdings
ITC
OpCos

Pro Forma Ownership Structure
12
50.1% Entergy
Shareholders
49.9% ITC
Shareholders
Mid South
TransCo
LLC
OpCos

Approvals & Timeline
•
The
transaction
is
targeted
to
close
in
2013,
subject
to
receipt
of
the
following
approvals
and
closing conditions
•
Anticipated Approval Requirements*
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
•
Establish 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 Transco 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 may be required in Missouri and Tennessee due to limited assets in those territories. Approval may be required in Oklahoma for ITC.
13

Scope of Transaction
•
Final transaction value  determined by ITC
share price at time of closing
Combination of ITC market capitalization,
post-recapitalization, and assumed debt
•
Transaction covers Entergy Transmission
Business transmission assets
•
Transmission lines (operated at or above
69 kV)
•
Substation assets operated at or above
69 kV
•
Common-use equipment in transmission
substations (three-terminal substations)
•
Equipment necessary for the safe and
reliable operation of the grid
14
Projected Year-End Rate Base
For 2013 (Estimated)
($ amounts in billions)
The value of the Entergy Transmission
Business assets used to calculate
transmission rates will remain unchanged as
a result of the transaction.
ITC
Companies
$4.1
Entergy
Transmission
Business
$3.0
Total
Combined
$7.1

Customer & Stakeholder Benefits
15
Furthers objectives of independent transmission model
•
Including the commitment to maintain strong reliability, reduce congestion, enhance
opportunities for
interconnecting generators and foster greater access to competitive markets
Facilitator of competitive wholesale markets
•
Building robust interconnections and related system upgrades to bring all generation to market
Culture of safety and proven safety performance
•
Top safety performance of all EEI companies
Investments
in
the
system
–
both
capital
and
O&M
•
Invested $2.3 billion in CAPEX and $640 million in O&M since inception to support system
reliability and expansion
Commitment
to
regions
and
communities
we
serve
through
corporate
citizenship
•
Ingrain company in communities and regions including supporting economic development and
resulting jobs, community involvement and supporting charities