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Entergy Texas and ITC File Final Transaction Request with Public Utility Commission of Texas



   Entergy Texas and ITC File Final Transaction Request with Public Utility
                             Commission of Texas

PR Newswire

AUSTIN, Texas and NOVI, Mich., Feb. 19, 2013

AUSTIN, Texas and NOVI, Mich., Feb. 19, 2013 /PRNewswire/ -- Entergy Texas,
Inc., in conjunction with ITC Holdings Corp. (NYSE: ITC) and ITC Midsouth LLC,
filed a request today at the Public Utility Commission of Texas to spin off
Entergy Texas' electric transmission business and merge it into a subsidiary
of ITC. The Texas filing is the final in a series of local and federal
regulatory applications seeking approval for the transaction announced in
December 2011 by Entergy Corporation (NYSE: ETR) and ITC.

The transaction is a significant step toward meeting the challenges facing the
electric industry in Texas and across the country – challenges driven by the
need to upgrade infrastructure, modernize equipment and meet growing
environmental and compliance requirements.

"Entergy Texas is focused on meeting the energy needs of our customers now and
in the future," said Sallie Rainer, Entergy Texas president and chief
executive officer. "This transaction paves the way for greater service
reliability and lower delivered energy costs as we seek to meet the challenges
associated with transforming the U.S. electric grid for the 21^st century and
beyond."

Entergy is seeking approval to transfer its transmission business, including
approximately 15,400 circuit miles of interconnected transmission lines at
voltages of 69kV and above and the associated substations, to ITC. ITC will
then be one of the largest electric transmission companies in the U.S., with
more than 30,000 miles of transmission lines spanning from the Great Lakes to
the Gulf Coast. Meanwhile, Entergy's operating companies will continue to own
and operate their respective distribution and generation businesses and will
provide customer service, billing, outage reporting and restoration services
to homes and businesses in the region. 

ITC Chairman, President and Chief Executive Officer Joseph L. Welch noted that
ITC is looking forward to being a strong corporate citizen in the state.
"While our operations span many states, our commitment to the communities we
serve is the cornerstone of our business and our mission to be a best-in-class
transmission service provider," he said. "We look forward to bringing our
expertise and partnering spirit to Texas and the entire region to meet current
and future energy demands."

Rationale and Results

The need for more infrastructure investment is among the many challenges
confronting the U.S. electric industry. The electric industry, including
Entergy Texas, faces growing capital investment requirements to maintain and
upgrade infrastructure, meet environmental regulations and serve an
energy-intensive economy. The transaction addresses these challenges head-on
and produces numerous benefits, including:

Independent model:  Customers and other stakeholders will benefit from ITC's
proven independent business model for owning and operating transmission
systems. ITC's independence from all buyers and sellers of electric energy
provides the highest level of confidence that improvements to the electric
transmission grid are planned for the broadest public benefit. 

Singular focus:  The transaction results in two companies that are more
specialized and focused – ITC on transmission and Entergy on generation and
distribution.  ITC has a demonstrated capability to operate transmission
systems at industry-leading levels of safety and reliability.  At the same
time, Entergy Texas and the other operating companies will increase their
focus on their respective generation and distribution systems.

Wholesale markets and a regional planning view: The transaction enables
infrastructure investment and builds upon the benefits of the wholesale
market. By structurally separating the transmission business from generation
and distribution businesses, the transaction encourages greater participation
in the transmission planning process and disclosure of information by third
parties – leading to an improved process. Further, the independent model
aligns with national policy objectives to facilitate investment in local,
regional and inter-regional transmission, and advances open access
initiatives.

Financial strength and flexibility: Once completed, the transaction will yield
separate companies with strong balance sheets and greater capability to
finance the infrastructure investment requirements of today and in the future.
Entergy Texas maintains financial flexibility – reducing debt and focusing
capital expenditures on generation and distribution. ITC improves access to
capital for the transmission business and focuses its financial resources
solely on the performance of the transmission system.

Additional Transaction Facts and Next Steps

In addition to the transmission lines and substations included in the
transaction, approximately 750 Entergy employees will become employees of
ITC.  ITC will establish a regional headquarters in Jackson, Miss., where the
headquarters of Entergy's transmission business currently is located. The
company will have offices and warehouses throughout the Entergy service
territory to ensure a local presence and timely response to stakeholder and
system needs.

Integration efforts to ensure storm readiness and response are among the key
operational matters being addressed by the two companies. Key ITC personnel
were onsite at Entergy's system command center in Jackson during Hurricane
Isaac to observe storm response operations, and a jointly planned and executed
storm drill will be held over the summer.

Entergy operating companies and ITC initiated the regulatory process on Sept.
5, 2012 with a joint application filing with the Louisiana Public Service
Commission. Joint applications were subsequently filed in 2012 with the New
Orleans City Council on Sept. 12, the Federal Energy Regulatory Commission on
Sept. 24, and the Arkansas Public Service Commission on Sept. 28.  ITC filed a
combined registration statement, proxy statement and prospectus on Form S-4
with the Securities and Exchange Commission on Sept. 25, 2012.  The companies
filed with the Mississippi Public Service Commission on Oct. 5, 2012 and with
the Missouri Public Service Commission on Feb. 14. The companies target a
transaction close this year pending receipt of all required regulatory
approvals and satisfaction of other closing conditions.

More information about the transaction can be viewed here on ITC's website, or
here on Entergy's website.

About ITC Holdings Corp.

ITC Holdings Corp. (NYSE: ITC) is the nation's largest independent electric
transmission company. Based in Novi, Michigan, ITC invests in the electric
transmission grid to improve reliability, expand access to markets, lower the
overall cost of delivered energy and allow new generating resources to
interconnect to its transmission systems. ITC's regulated operating
subsidiaries include ITCTransmission, Michigan Electric Transmission Company,
ITC Midwest and ITC Great Plains. Through these subsidiaries, ITC owns and
operates high-voltage transmission facilities in Michigan, Iowa, Minnesota,
Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load
exceeding 26,000 megawatts along 15,000 circuit miles of transmission line.
Through ITC Grid Development and its subsidiaries, the company also focuses on
expansion in areas where significant transmission system improvements are
needed. For more information, please visit ITC's website at 
www.itc-holdings.com.

About Entergy Texas, Inc.

Entergy Texas, Inc. provides electricity to more than 400,000 customers in 27
counties. It is a subsidiary of Entergy Corporation. Find Entergy Texas online
at entergytexas.com and on Twitter: @EntergyTX.

About Entergy Corporation

Entergy Corporation, which celebrates its 100th birthday this year, is an
integrated energy company engaged primarily in electric power production and
retail distribution operations. Entergy owns and operates power plants with
approximately 30,000 megawatts of electric generating capacity, including more
than 10,000 megawatts of nuclear power, making it one of the nation's leading
nuclear generators. Entergy delivers electricity to 2.8 million utility
customers in Arkansas, Louisiana, Mississippi and Texas. Entergy has annual
revenues of more than $10 billion and approximately 15,000 employees.

ITC Forward-Looking Information

This document and the exhibits hereto contain certain statements that describe
ITC management's beliefs concerning future business conditions and prospects,
growth opportunities and the outlook for ITC's business, including ITC's
business and the electric transmission industry based upon information
currently available. Such statements are "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Wherever
possible, ITC has identified these forward-looking statements by words such as
"anticipates", "believes", "intends", "estimates", "expects", "projects" and
similar phrases. These forward-looking statements are based upon assumptions
ITC management believes are reasonable. Such forward-looking statements are
subject to risks and uncertainties which could cause ITC's actual results,
performance and achievements to differ materially from those expressed in, or
implied by, these statements, including, among other things, (a) the risks and
uncertainties disclosed in ITC's annual report on Form 10-K and ITC's
quarterly reports on Form 10-Q filed with the Securities and Exchange
Commission (the "SEC") from time to time and (b) the following transactional
factors (in addition to others described elsewhere in this document, in the
preliminary proxy statement/prospectus included in the registration statement
on Form S-4 that ITC filed with the SEC on September 25, 2012 in connection
with the proposed transactions, 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.

Entergy Forward-Looking Information

In this communication, and from time to time, Entergy makes certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Except to the extent required by the federal
securities laws, Entergy undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise. Forward-looking statements involve a number of risks and
uncertainties. There are factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements,
including (i) those factors discussed in Entergy's Annual Report on Form 10-K
for the year ended December 31, 2011, its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012, and
other filings made by Entergy with the SEC; (ii) the following transactional
factors (in addition to others described elsewhere in this communication, in
the preliminary proxy statement/prospectus included in the registration
statement on Form S-4 that ITC filed with the SEC on September 25, 2012 in
connection with the proposed transactions, 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, Mid South TransCo LLC (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.

Additional Information and Where to Find It

On September 25, 2012, ITC filed a registration statement on Form S-4
(Registration No. 333-184073) with the SEC registering shares of ITC common
stock to be issued to Entergy shareholders in connection with the proposed
transactions, but this registration statement has not become effective.  This
registration statement includes a proxy statement of ITC that also constitutes
a prospectus of ITC, and will be sent to ITC shareholders.  In addition,
TransCo will file a registration statement with the SEC registering TransCo
common units to be issued to Entergy shareholders in connection with the
proposed transactions. Entergy shareholders are urged to read the proxy
statement/prospectus included in the ITC registration statement and the proxy
statement/prospectus to be included in the TransCo registration statement
(when available) 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/prospectus included in
ITC's registration statement and any other relevant documents because they
contain important information about TransCo and the proposed transactions. The
proxy statement/prospectus and other documents relating to the proposed
transactions (when they are available) can be obtained free of charge from the
SEC's website at www.sec.gov. The documents, when available, can also be
obtained free of charge from Entergy upon written request to Entergy
Corporation, Investor Relations, P.O. Box 61000 New Orleans, LA 70161 or by
calling Entergy's Investor Relations information line at 1-888- ENTERGY
(368-3749), or from ITC upon written request to ITC Holdings Corp., Investor
Relations, 27175 Energy Way, Novi, MI 48377 or by calling 248-946-3000.

This communication is not a solicitation of a proxy from any security holder
of ITC. However, Entergy, ITC and certain of their respective directors and
executive officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies from shareholders
of ITC in connection with the proposed transaction under the rules of the SEC.
Information about the directors and executive officers of Entergy, may be
found in its 2011 Annual Report on Form 10-K filed with the SEC on February
28, 2012, and its definitive proxy statement relating to its 2012 Annual
Meeting of Shareholders filed with the SEC on March 23, 2012.  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
filed with the SEC on April 12, 2012.

SOURCE ITC Holdings Corp.; Entergy Corporation

Website: http://www.itc-holdings.com
Contact: For Entergy: David Caplan, +1-409-981-2890, dcaplan@entergy.com;
Paula Waters (Investor Relations), +1-504-576- 4380, pwater1@entergy.com; For
ITC: Joe Ferlito (News Media), +1-313-567-5031, ferlito@franco.com; Gretchen
Holloway (Investor Relations), +1-248-946-3595, gholloway@itctransco.com
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