Filed by Entergy Corporation Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Entergy Corporation
Commission File No. 001-11299
New
York, NY December 5, 2011 |
1
1
1
Caution Regarding Forward-Looking
Caution Regarding Forward-Looking
Statements and Reg G Compliance
Statements and Reg G Compliance
In
this
presentation,
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
Entergys Annual Report on Form 10-K for the year ended December
31, 2010 and its Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011,
and September 30, 2011; (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
Holdings
Corp.
(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
ITCs 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. |
2
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Additional Information and Where to Find It
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 SECs 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 Entergys 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. |
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4
4
4
Transaction Overview
Announcement of Transmission Business
Announcement of Transmission Business
Divestiture and Merger with ITC
Divestiture and Merger with ITC
Transaction
Structure
Prior to the merger, Entergy will pursue a tax-free spin-off
of its transmission business to Entergy shareholders and ITC
expects to effectuate a $700M recapitalization currently anticipated
to be a special dividend to ITCs shareholders
Upon transaction close, Entergy shareholders will receive ITC
ownership interest in a tax-free stock-for-stock merger
Entergy expects to receive gross cash proceeds of $1.775B from
new indebtedness that will be assumed by ITC at close
In addition, ITC anticipates issuing approximately $700M of
unsecured debt at the holding company
ITC Shareholders
Post-Merge
50.1% Entergy shareholders
49.9% ITC shareholders
ITC Senior Manage-
ment and Board
Two new independent directors who have transmission industry
knowledge and familiarity with Entergys region
ITCs management team will remain intact for combined business,
supplemented with key leadership personnel from Entergys
transmission business
Headquarters
Regional headquarters in Jackson, MS
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 approvals |
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5
Entergy Customers and Other Stakeholders
Entergy Customers and Other Stakeholders
to Benefit From Independent Transco
to Benefit From Independent Transco
Financial
Flexibility
and Growth
Operational
Excellence
Independent
and
Transparent
ITC Model
Increases flexibility of Entergys investment alternatives
Protects credit quality of Entergy and its OpCos
Supports efficient infrastructure investment
Improves access to capital for Entergys transmission business
fully utilizes Entergys world-class storm restoration process
Leverages Entergy employees
knowledge and experience and
performance
operations to ensure continued strengthening of overall grid
Brings ITCs experience and track record of safe and reliable
Combines best operating practices of both Entergy and ITC
Provides singular focus on transmission system performance,
planning and operations
Aligns with national policy objectives to facilitate investment in
regional and inter-regional transmission, advance open access
initiatives and promote access to competitive energy markets
|
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6
Complete independence (divestiture)
Todays Announcement Builds on
Todays Announcement Builds on
Key Strategic Objectives
Key Strategic Objectives
Why a Transco?
Singular focus in one critical area
Substantial investment
Technological change
--As presented 11/8/2011
Consistent with Congress and FERC direction
Investment needs > depreciation level
Protects / improves credit quality of Operating Companies
|
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7
"This order benefits customers because the
transfer of transmission facilities to an
independent entity is one of the most effective
means of separating transmission interests from
generation interests and achieving independence
through a for-profit transmission company.
--ITC Holdings Corp, 102 FERC ¶ 61,182 at P 1-2 (2003)
Why This Transaction?
Why This Transaction?
Consistent with Congress and FERC Direction
Consistent with Congress and FERC Direction
Not later than 1 year after the date of
enactment of this section, the
Commission shall establish, by rule,
incentive-based (including performance-
based) rate treatments for the
transmission of electric energy in
interstate commerce by public utilities for
the purpose of benefiting consumers by
ensuring reliability and reducing the cost
of delivered power
by reducing congestion.
Energy Policy Act
of 2005
FERC Presumption
on Independence
"[B]y creating an independent stand-alone
transmission company from a vertically
integrated utility, the proposed transaction
furthers the Commission's open access and
RTO initiatives, accelerates the transition to
competitive regional bulk power markets, and
will result in significant benefits to . . .
transmission customers.
--Trans-Elect, Inc, 98 FERC ¶
61,368 at 62,591-92 (2002)
--As presented 11/8/2011
|
8
8
8
Growth / Investment
Generation
Transmission
Distribution
Projected Industry Capital Investments
Over Next 20 Years
$T
Source: Internal analysis; Bloomberg
???
Current Market Cap
Other = 0.15
Why This Transaction?
Why This Transaction?
Rising Capital Spending in the Industry . . .
Rising Capital Spending in the Industry . . .
--As presented 11/8/2011
Projected |
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9
Why This Transaction?
Why This Transaction?
. . . and Rising Capital for Entergy too
. . . and Rising Capital for Entergy too
Entergy Projected Transmission Capital Investment
2011E
2014E; $M
Projected
Depreciation
Expense
0
100
200
300
400
500
600
11E
12E
13E
14E |
10
10
10
Why This Transaction?
Why This Transaction?
Addresses Inefficient Transmission Framework
Addresses Inefficient Transmission Framework
U.S. Electric Power Transmission Grid
Transmission infrastructure
development in the U.S.
historically has been focused
primarily on connecting
load and resources
within control areas,
with little interregional or
national perspective
In contrast,
More than 211,000 high voltage
transmission line miles
Operated by 140 control areas
(ownership is even more fragmented)
Source: FEMA
kV
kV
115
115
138
138
161
161
230
230
345
345
500
500 |
11
11
11
Concerns about a Transco?
Concerns about a Transco?
Jurisdictional Change
Jurisdictional Change
Jurisdictional Overview
Transmission Regulation
Siting
¹
Expansion Plan
²
T-Component of Retail
Rates
¹
Retail Cost Allocation
Wholesale
Transmission Rates
Allocation Among
OpCos / T-Customers
1
Subject to applicable federal law
2
Reliability and Economics
In MISO
Transco
Today |
12
12
12
Concerns about a Transco?
Concerns about a Transco?
Jurisdictional Considerations
Jurisdictional Considerations
Typical Entergy Residential
Customer Monthly Bill
Base Rates
and Riders
(Non-Transmission)
Fuel
Total
Transmission
Illustrative
Transmission
ROE |
13
13
13
FERC
Rate regulation (projected test years, with true-up adjustments) is
consistent with congressional intent to incent investment
But authorized returns are established within . . .
the zone of reasonableness
Concerns about a Transco?
Concerns about a Transco?
FERC vs State ROEs
FERC vs State ROEs
Hope and Bluefield Tests
[T]he return to the equity owner should be commensurate with returns on
investments in other enterprises having corresponding risks. That return,
moreover, should be sufficient to assure confidence in the financial integrity of
the enterprise, so as to maintain its credit and to attract
capital. --Fed. Power Commn v Hope Natural Gas Co, 320 U.S. 591, 603 (1944)
States
ROEs must maintain credit, attract capital, assure confidence, etc
--As presented 11/8/2011
|
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Criteria
FERC
IPPs
Retail
Customers /
Regulators
Investors
Complete Independence
Focus
Credit
Change in Control
Value
Operational Excellence
Why This Transaction?
Why This Transaction?
Meets Stakeholder Objectives
Meets Stakeholder Objectives
Transco Evaluation Criteria
Meets objectives
Does not meet objectives
Illustrative
?
? |
15
15
15
Criteria
Sale of
Minority
Interest
Sale of
Majority /
100%
Joint
Venture
Spin-off /
Split-off
REIT /
MLP
Structure
Forward ability
to source capital
Financial impact
on Entergy
Tax efficiency
Financial Structure
Illustrative
More Positive
Less Positive
Why This Transaction?
Why This Transaction?
Spin-Merge Best Meets Objectives
Spin-Merge Best Meets Objectives |
16
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16
The Transaction
The Transaction
End State
End State
Entergy Utility Operating
Companies comprised of:
Generation
Distribution
Entergy to repay $1.7B debt at the
Operating Companies and $0.075B
at the parent*
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 to receive
50.1% of ITC
*
Parent debt reduction not shown in following slides
Entergy
Shareholders
Entergy
Utility
OpCos
Entergy
Wholesale
Commodities
Entergy
Shareholders
Parent
Creditors
OpCo
Creditors
ITC
Shareholders
ITC
ITC Merger
Sub
6 Transco Subs
Mid South
TransCo LLC
(New Holdco) |
17
17
17
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
*
Not shown
The Transaction
The Transaction
Structure
Structure
Illustrative
1 |
The
Transaction The Transaction
Step 1: Entergy Borrows ~$0.575B
Step 1: Entergy Borrows ~$0.575B
Description
Step
Entergy borrows ~$0.575B
from capital markets
Balance Sheet Effects: $B
Assets
Liab/Equity
Cash
0.6
LT Debt
0.6
Entergy Consolidated
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
Entergy
Shareholders
Entergy
New Bond
Holders
1
1
18
Illustrative
1 |
The
Transaction The Transaction
Step 2: Entergy Contributes $0.5B to OpCos
Step 2: Entergy Contributes $0.5B to OpCos
Description
Step
Entergy contributes ~$0.5B
of loan proceeds to Utility
OpCos and retains
remaining ~$0.075B to pay
down parent debt
Assets
Liab/Equity
Cash
0.6
LT Debt
0.6
2
Assets
Liab/Equity
B Cash
0.6
Cash
(0.5)
InvstU
(stock)
0.5
Illustrative
1
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Assets
Liab/Equity
Cash
0.5
Equity
0.5
Illustrative; figures are rounded
Balance Sheet Effects: $B
19
2
Entergy
Shareholders
Entergy
Utility
OpCos
Entergy
T Subs
$0.5B
Entergy Parent
Entergy Consolidated
Utility OpCos |
20
20
20
The Transaction
The Transaction
Step 3: Entergy Creates T-Subs, Debt Borrowed
Step 3: Entergy Creates T-Subs, Debt Borrowed
Entergy
Shareholders
Entergy
OpCo
Creditors
Entergy
T Subs
$1.7B
$1.2B
& Transco
Subs stock
Notes
$1.2B
Transco
Subs stock
New
Holdco stock
Description
Step
New
Entergy Transco
Subs borrow ~$1.2B from
capital markets
Assets
Liab/Equity
B Cash
0.6
B LT Debt
0.6
Cash
1.2
LT Debt
1.2
3
Transco
Subs stock
T
Assets
Assets
Liab/Equity
Cash
1.2
LT Debt
1.2
Transco Subs
New Bond
Holders
New Holdco stock
& $0.575B debt
securities
Entergy Consolidated
Illustrative
Utility
OpCos
Mid South
TransCo LLC
(New Holdco)
Entergy
T Subs
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
$0.5B
Balance Sheet Effects: $B
1
New Bond
Holders |
21
21
21
The Transaction
The Transaction
Step 4: Transco Subs Receive Assets
Step 4: Transco Subs Receive Assets
$1.2B
& Transco
Subs stock
Utility OpCos contribute
transmission assets to
newly created Transco
Subs in exchange for
Transco Subs stock and
~$1.2B cash
Description
Step
Assets
Liab/Equity
B Cash
0.5
Cash
1.2
Net
Assets
(3.2)
InvstT
2.0
Assets
Liab/Equity
B Cash
1.2
LT Debt
1.2
Cash
(1.2)
Equity
2.0
Net
Assets
3.2
4
Illustrative¹
T
Assets
(Est ~$3.2B
net balance
in 2013)
4
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
Balance Sheet Effects: $B
Entergy
Shareholders
Entergy
Utility
OpCos
Entergy
T Subs
Transco Subs
Utility OpCos |
22
22
22
The Transaction
The Transaction
Step 5: Utility OpCos Pay Down Debt
Step 5: Utility OpCos Pay Down Debt
Illustrative
1
Illustrative; figures are rounded
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Utility OpCos repay ~$1.7B
of outstanding debt
Description
Step
Entergy Consolidated
Balance Sheet Effects: $B |
23
23
23
The Transaction
The Transaction
Step 6: Entergy Receives Transco Subs Stock
Step 6: Entergy Receives Transco Subs Stock
Utility OpCos dividend
Transco Subs stock up to
Entergy parent; Entergy
investment in Utility
decreases by investment
in Transco Subs
Description
Step
Assets
Liab/Equity
B InvT
2.0
B Equity
0.5
InvstT
(2.0)
Equity
(2.0)
Assets
Liab/Equity
Cash
0.1
LT Debt
0.1
InvstU
(2.0)
InvstT
2.0
Illustrative
1
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
Balance Sheet Effects: $B
Transco
Subs stock
Entergy
Shareholders
Entergy
Utility
OpCos
Entergy
T Subs
6
6
Utility OpCos
Entergy Parent |
24
24
24
The Transaction
The Transaction
Step 7: New Holdco Formed, Capitalized
Step 7: New Holdco Formed, Capitalized
Entergy forms New Holdco
and contributes 100% of
Transco Subs stock for New
Holdco stock and $0.575B
debt securities
(intercompany)
Description
Step
Assets
Liab/Equity
Cash
0.1
LT Debt
0.1
B InvT
2.0
InvstT
(2.0)
InvstH
1.4
SecH
0.6
Assets
Liab/Equity
InvstT
2.0
LT Debt
0.6
Equity
1.4
Assets
Liab/Equity
Net
Assets
3.2
LT Debt
1.2
Equity
2.0
Illustrative
1
Balance Sheet Effects: $B
Description
Step
Transco
Subs stock
Entergy
Shareholders
Entergy
Mid South
TransCo LLC
(New Holdco)
Entergy
T Subs
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
7
7
New Holdco
Entergy Parent
Transco Subs |
25
25
25
The Transaction
The Transaction
Step 8: New Holdco Spin-off
Step 8: New Holdco Spin-off
Entergy spins-off New
Holdco to Entergy
shareholders
Description
Step
Assets
Liab/Equity
Cash
0.1
LT Debt
0.1
B InvH
1.4
Equity
(1.4)
InvstH
(1.4)
SecH
0.6
Entergy Parent
8
Assets
Liab/Equity
Net
Assets
3.2
LT Debt
1.8
Equity
1.4
New Holdco Consolidated
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
Entergy Consolidated
Balance Sheet Effects: $B
Entergy
Shareholders
8
New
Holdco stock
Mid South
TransCo LLC
(New Holdco)
Entergy
T Subs
Entergy
Assets
Liab/Equity
Net
Assets
(3.2)
B LT Debt
0.1
LT Debt
(1.2)
SecH
0.6
Equity
(1.4)
Illustrative
1 |
26
26
26
Assets
Liab/Equity
Cash
0.1
B LT Debt
(1.1)
B SecH
0.6
LT Debt
(0.6)
SecH
(0.6)
Equity
(1.4)
4
The Transaction
The Transaction
Step 9: Entergy Debt Exchange
Step 9: Entergy Debt Exchange
3
8
Entergy exchanges New
Holdco securities for
Entergy debt issued in
step 1
Description
Step
Entergy Consolidated
9
6
5
Assets
Liab/Equity
Net
Assets
3.2
LT Debt
1.8
Equity
1.4
1
7
New Holdco Consolidated
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Illustrative; figures are rounded
2
Balance Sheet Effects: $B
Utility
OpCos
Entergy
T Subs
$1.2B
& Transco
Subs stock
New Bond
Holders
Notes
$1.2B
Transco
Subs stock
New
Holdco stock
Transco
Subs stock
New Holdco stock
& $0.575B debt
securities
Mid South
TransCo LLC
(New Holdco)
$0.5B
Entergy
Shareholders
Entergy
New Bond
Holders
9
OpCo
Creditors
Entergy
T Subs
T
Assets
$1.7B
Illustrative
1 |
27
27
27
The Transaction
The Transaction
Step 10: New Holdco Merger with ITC
Step 10: New Holdco Merger with ITC
Merger
New Holdco merges with
ITC; Entergy shareholders
receive 50.1% of ITC
outstanding stock
Description
Step
New Holdco stock
& $0.575B debt
securities
Illustrative
1
1
Illustrative / simplified depiction of
transaction; not all steps shown.
Entergys non-utility business also not shown.
Entergy
Shareholders
Entergy
ITC
Shareholders
ITC
ITC
Subsidiaries
Entergy
T-Business
10
10
Mid South
TransCo LLC
(New Holdco)
Entergy
T Subs |
28
28
Pathway to Completion
Pathway to Completion
Required Approvals
Required Approvals
Jurisdiction / Authority
Approval(s)
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
Establishment of 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 Mid South TransCo LLC (new 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 Required*
*Approvals may be required in Missouri and Tennessee due to limited assets in those
territories. Approval may be required in Oklahoma for ITC. |
29
After Transaction Closing
After Transaction Closing
Good for All Stakeholders
Good for All Stakeholders
Strong credit
Ability to attract capital
Singular focus
New technology
Throughput
Reliability
Regional congestion
Organization focus vs
professional dissonance
Complete independence
Value of transaction
29 |
30
30
30
After the Transaction
After the Transaction
Good for Entergy Shareholders
Good for Entergy Shareholders
Fair price for Entergys transmission business
Two stocks: Entergy + 50.1% of ITC
Retains Utility net income growth proposition and
EWC option value
Adds ITCs operating and development growth portfolio
Combination produces better . . .
Dividends (i.e., financial outlook supports current
dividend level at Entergy + share of ITC's dividend)
Earnings
Cash flow
Credit profile
Sources of Shareholder Value |
31
31
31 |
32
32
32
Appendix I
Appendix I
Supplemental Information
Supplemental Information |
33
33
Entergy Long-term Financial Outlook
Entergy Long-term Financial Outlook
(Excludes Transaction)
(Excludes Transaction)
Earnings
Capital Return
Credit Quality
Utility Net Income
Growth
6
8% CAGR 2010
2014 (2009 base)
driven by ROE and
investments
EWC Adjusted EBITDA
outlook
Declining through
2013 inflection point
based on current
forward prices, then
growing
Strong liquidity and solid
credit metrics
Balanced capital
investment / return
program
Deploy up to $4
5B in
dividends and / or share
repurchases from 2010
2014 (absent other
attractive investment
opportunities)
Overarching Financial Aspiration:
Top-Quartile Total Shareholder Return |
34
34
34
2011 and 2012 Earnings Guidance
2011 and 2012 Earnings Guidance
As-Reported and Operational EPS
2012E Guidance (after-tax)
Prepared Nov 2011
Utility
Entergy
Wholesale
Commodities
Parent &
Other
Net $(1.30)
Net $(0.60)
Net $0.30
Net Rev
Other
Inc Tax
Depn
Other Exp
Interest
O&M
Non-Nuc
Other Inc
Other
Net Rev
O&M
Other Exp
Depn
Inc Tax
Inc Tax
Other
Interest
O&M
5.80 Midpoint
5.40
6.20
Range
2011E
Guidance
(Revised
¹
)
2012E
Guidance
7.40 Midpoint
7.15
7.65
Range
1
Revised October 2011
2012 As-Reported Guidance
excludes any potential
special items associated with
transaction expenses |
35
Capital Deployment
Capital Deployment
Investment Above
Investment Above
Depreciation
Depreciation
Projected Capital Expenditures
2012E
2014E; $B
Prepared Nov 2011
Preliminary
Maintenance
Capital
Preliminary
Investing
Capital
Investing Capital
Preliminary
2012E
2014E; % of Total
Prepared Nov 2011
Utility
EWC
Portfolio Transformation
Other Generation
Transmission
Other
Dry Cask Storage / License Renewal
NYPA Value Sharing
Other (primarily Component
Replacements / Identified Repairs)
6.0
1.1
3.1
0.8
7.1
6.0
1.1 |