Good day, ladies and gentlemen, and welcome to ITC Holdings Corp., Second Quarter Conference Call and Webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and answer-session and instructions will be given at that time. (Operator Instructions) As a remainder, today’s conference call is being recorded. I’d now like to turn the conference over to your host, Ms. Gretchen Holloway, Director of Investor Relations. Please go ahead.

Good morning, everyone, and thank you for joining us for ITC’s 2013 second quarter earnings conference call. Joining me on today’s call is Joseph L. Welch, Chairman, President and CEO of ITC, and Cameron M. Bready, our Executive Vice President and CFO. Last night, we issued a press release summarizing our results for the quarter and for the six-months ended June 30, 2013. We expect to file our Form 10-Q with the Securities and Exchange Commission today. Before we begin, I would like to remind everyone of the cautionary language contained in the Safe Harbor statement. Certain statements made during today’s call that are not historical facts such as those regarding our future plans, objectives and expected performance reflects forward-looking statements under Federal Securities Laws. While we believe these statements are reasonable, they are subject to various risks and uncertainties and actual results may differ materially from our projections and expectations. These risks and uncertainties are discussed in our reports filed with the SEC such as our periodic reports on Forms 10-Q and 10-K and our other SEC filings. You should consider these risk factors when evaluating our forward-looking statements. Our forward-looking statements represent our outlook only as of today and we disclaim any obligation to update these statements except as may be required by law. A reconciliation of the non-GAAP financial measures discussed on today’s call is available on the Investor Relations page of our website. In addition, ITC filled a registration statement on Form S-4 with the SEC to register shares of ITC common stock to be issued to shareholders of Entergy Corporation in connection with the proposed transaction with Entergy Corporation previously announced on December 1, 2011. This registration statement was to clear affected by the SEC on February 25, 2013. ITC expects to file a post effective amendment to this registration statement. Investors are urged to read the prospectus included in the ITC registration statement and the post effective amendment through the ITC registration statement when available as well as any other relevant documents because they contain important information about the transaction. Registration statements, perspectives and other documents relating to the proposed transaction can be obtained free of charge from the SEC website at www.sec.gov when they are available. These documents can also be obtained free of charge upon written request to ITC or Entergy. I will now turn the call over to Joe Welch.

Thanks, [Rachel] and good morning. Since we last addressed the investment community in late April, there have been quite a number of developments related to our standalone business and the Entergy transaction that we will update you on today. First as this customary, I would like to begin by commenting on our operational performance and progress with respect to our capital investment plans. Overall, we remain on track to meet our capital investment expectations for the year, despite the fact that we are somewhat behind our plan for the first half of the year. Mother Nature continues to present multiple challenges to our plans. As we discussed in April, the long and volatile winter created some delays in capital development in the first quarter. This was followed by multiple severe weather events in the second quarter that marginally impacted our ITC Midwest System, including the snow and ice storm in April, late heavy snow storms in early May and severe thunderstorms, tornadoes and ongoing flooding in late May and June. All these events contributed to outages and damage to parts of the ITC Midwest System and have created a challenging environment in which to advance our capital projects. While we are off to a slower start than we had initially anticipated, we still expect to catch up in the second half of the year. Despite the fact that the weather has had on the timing of our capital investments relative to our plans, I am pleased with the overall progress that we have made. For the first six months of the year, we invested a record amount of capital for any six month period in our history, which is something that should not be overlooked and for which I’m quite proud of the team. This is particularly satisfying giving the…

Thanks, John and good morning everyone. I’ll start today by providing an overview of our financial results. As I'm sure most of you saw on our earnings release issued yesterday for the second quarter of 2013 ITC reported net income of $47.4 million or $0.90 per share as compared to $42.4 million or $0.81 per share for the second quarter of 2012. Reported net income for the six-months ended June 30, 2013 was $97.6 million or $1.85 per share compared to $88.4 million or $1.70 per share for the same period of last year. Our release also highlighted our operating earnings for both the second quarter year-to-date periods as we believe this better presents the true performance of the business. Operating earnings for the second quarter were $63.3 million or a $1.20 per share compared to the $54.8 million or $1.05 per share recorded for the second quarter of 2012. For the six-months ended June 30, 2013 operating earnings were $122.1 million or $2.32 per share compared to $103.5 million or $1.98 per share for the same period last year. Our operating earnings or non-GAAP measure that exclude the following items; first after-tax expenses associated with the Entergy transaction were approximately $15.9 million or $0.30 per share and $4.1 million or $0.08 per share for the second quarter of 2013 and 2012 respectively. These expenses totaled approximately $24.4 million or $0.46 per share and $6.6 million or $0.12 per share for the six-months ended June 30, 2013 and 2012, respectively. Secondly operating earnings exclude aftertax expenses associated with an estimate refund liability of approximately $0.1 million for both the second quarter and year-to-date 2013 periods and $8.4 million or $0.16 per share for the second quarter and year-to-date 2012 periods. This liability was recorded for certain acquisition accounting adjustments for…

(Operator Instructions) Our first question comes from Julien Dumoulin-Smith of UBS, please go ahead. Julien Dumoulin-Smith – UBS Securities, LLC: Hi, good morning.

Good morning

Good morning Julien. Julien Dumoulin-Smith – UBS Securities, LLC: So first question on Attachment FF, just wanted to get a sense here, as you think about reviewing projects out there, what kind of timeline is that going to be for the non-ITC Midwest projects that you contemplated? And just to be clear, even ahead of that review, you still feel confident that net of all those offsetting factors, it doesn’t materially impact your current CapEx outlook through 2016.

Yeah Julien, it’s Cameron. Let me, may be answer the second part of your question first. What you’ve stated is a true statement. Given all of the offsetting factors that I described in my comments, we don’t believe that any potential elimination of FF would have a material impact on our future capital investment plans through 2016. Obviously the vast majority of the capital investments that we had year marked for network upgrade to support generated interconnection associated with the Thumb Loop Project here in Michigan which is not actually an Attachment FF project as I mentioned. And projects that we have already actually completed so the balance again we do not believe if some of that opportunity will last that it would have a material impact on our future capital investment plans. To the earlier part of your comments, I think as we said, we’re still evaluating what our next steps will be. And as Joe highlighted we are considering whether or not it’s appropriate to seek rehearing on the order given that we do disagree with the conclusion. But we’re also considering in light of some of the commentary in the order itself, whether or not we ought to pursue a different cost allocation proposal in consultation with other stake holders in the region that we believe will serve to address concerns that we have with regard to MISO’s standard policy. And by background MISO standard policy again is the generator is responsible for 90% of the costs. And the generator is eligible for up to 10%, only 10% reimbursement of those costs. We don't feel that that provides the level playing field for new generators in the marketplace and have concerns about that MISO’s standard policy. At a minimum, we think that modification should be made that allow for the creation of more competitive marketplace even if we’re not successful in advocating for 100% reimbursement policy. So at this time, we’re still evaluating what next steps we’ll take and those next steps we’ll largely dictate again what we think the ultimate exposure is with respect to capital investment channel in our business. Julien Dumoulin-Smith – UBS Securities, LLC: And perhaps just a quick follow up directly to that I mean obviously there were some concurring Commissioner Norris and others alluding to perhaps alternative middle ways if you will. Could you perhaps talk to what he was alluding to more directly? And then also some perspective on FF, I mean what do all the markets currently pursue? I understand that is somewhat different as well. And would you contemplate proposing some of those before MISO exposed as they compromise or something?

Well, the first fact is, is that if you go back, I don’t know what directly Commissioner Norris is referring to I mean I think he has a thought in his mind. But if you go back a little bit of history MISO had a 50/50 policy instead of what we would look at as the 90/10 policy in other words, and that was actually what was in place when Attachment FF was found to be just unreasonable. So at that point in time the generator was eligible to receive 50% of reimbursement for the network upgrades that we had to make and when MISO changed their rate protocols to get to the MVP projects and to get that approved they also changed a generator interconnection policy at that time. I kind of find it candidly amazing that they found FF to be just in unreasonable with a 50/50 policy and now they have reversed themselves with a 90/10 policy, but I believe that if I read between the lines Commissioner Norris is looking to go back tomorrow to that 50/50 policy, because if you look at in some of these rural areas and specifically Iowa to be just to call it out, the system there when we bought it candidly was in deplorable condition number one and it was a very weak system and you would virtually could not get anybody to interconnect out there any kind of generation of which that generation is brought – that has been brought online brought huge benefits to the region and so I think that we need to go back in and make a good demonstration of what those benefits to the region were, but I think that if I again read that I think he’s looking for more regional cost allocation process similar to the MVPs. Julien Dumoulin-Smith – UBS Securities, LLC: Great. Well thank you very much.

Yep, thanks Julien.

Our next question comes from Jonathan Arnold of Deutsche Bank. Please go ahead. Jonathan Arnold – Deutsche Bank: Good morning guys.

Good morning Jonathan. Jonathan Arnold – Deutsche Bank: Just a quick one, Cameron on FF, just can you give us any indication of how much of the 380 million inside that’s already been spent or grandfather. I mean you have that bullet, but it feels like it could have a number attached to it.

Yeah, rough number Jonathan, I don’t have specific on how much is in the queue that we view as being grandfathered, I have some estimates they are fairy rough at this stage. So directionally what I would tell you in aggregate between what we have already invested between 2012 and first half of 2013 and what we view as being likely of advancing under the old attachment FF that’s probably in the neighborhood of call it close to $200 million. Jonathan Arnold – Deutsche Bank: Okay so it’s about a half.

Yeah it would be close to half and it would leave the other half either at risk for perhaps only 10% of the balance or potentially something different to the extent that we are successful in either seeking a rehearing on FF and having that reinstated or creating an alternative solution in consultation with stakeholders that would yield something higher than 10%. Jonathan Arnold – Deutsche Bank: The 380 was fairly linear basically through the five year plan, is probably though?

Probably, that’s not a reasonable expectation, they are somewhat lumpy depending on the timing of particular generators coming, but by and large it’s not too heavily weighted one way or the other. Jonathan Arnold – Deutsche Bank: Okay, thank you. Can I also ask on the mitigation proposal, just to make sure we have this right, because we were struggling to keep up with you. So the first five years entities share is a larger proportion of the total of that undisclosed exactly what the split is and then you go to 50:50 after year five if you have to continue.

Correct, that’s correct so in the first half excuse me in the first five years, we’re still finalizing some of the numbers but Entergy share would approximate probably 65% to 70% of the total. And we would be responsible for the remaining 30% to 35% rough numbers. Jonathan Arnold – Deutsche Bank: Okay.

Sorry go ahead. Jonathan Arnold – Deutsche Bank: So then as a shortfall you would then cover that 50:50?

No in the first five years it’s fixed. Jonathan Arnold – Deutsche Bank: Right. But if after five years…

Yeah. After five years that would be shared 50:50. Jonathan Arnold – Deutsche Bank: Okay.

Correct. Jonathan Arnold – Deutsche Bank: And then how what’s the mechanism for that would you go to year five and then you haven’t delivered the savings promised would you then kind of seek to deliver them over each year or over a five year period or is that…

Yeah it’s a good question, we would have the opportunity to do an additional benefit test at our discretion. So we can do presumably another benefit test after year six and demonstrate after year six that the benefits of ITC’s ownership are in excess of the retail rate effects resulting from the weighted average cost of capital. So beyond year five the benefit test can be conducted at our discretion. So we really are in control when we feel like we have met it then we can bring forward the benefit test and have it conducted. Jonathan Arnold – Deutsche Bank: Okay can you give us any insights into how they are going to – this is being received, we will see some of the State filings with following. Some of them you file and update but they don't even acknowledge that there is a new number out there.

Right, that can’t be disappointing as you imagine, but I think in reality the information is getting on the record as it needs to. And will be available to the decision-makers as we work through the process. So we strongly believe that this newest proposal that we have made really turns a lot of the argument that have been made on their head. The concerns that have been raised with respect to the timing of realization of the benefits relative to the timing of the realization of rate effects, I mean this very much at addresses that and concerns that have been raised with respect to customers being at risk for the realization of benefits I mean those arguments really don't have a lot of merit any more, because the proposal we have put forward really addresses those two overarching issues that we’ve heard kind of time-and-time again. So we think that when the decision-makers are confronted with the fact in the case the commitments that we are prepared to make and this new rate mitigation proposal that we have provided that they will find that those address the issues that have been raised by interveners and we’ll find that the transaction is in the public interest.

I think one other item that I would add to Cameron is actually just if you will a sub note is that constantly through cross examination. I have been repeatedly asked what guarantees do we have that you will do this work notwithstanding the fact that our history is just absolutely stellar and that we do this work and that's what we are about this proposal that the team put together is very good and that it absolutely put to us in right smacked up where we want to be in that as Cameron said in his prepared remarks. It really puts us betting on ourselves that we will deliver those benefits to customers and if we don’t then we’ll be paying for it with cash. So, it’s what we like and I think that it commits us to getting the work done and the improvement of the grid that I believe the Entergy grid shortly needs. Jonathan Arnold – Deutsche Bank: Can I Cameron just also ask how would this mitigation be accounted for from your perspective?

It’s too early to say definitively Jonathan, as we still are working through kind of the mechanics of a structure itself. As you know in the ITC Midwest situation it was just simply a – essentially a rate rebate, that is the, is an impact earnings in each year in which the rate rebate is provided. That sort of the default case from an earnings perspective, but we haven’t yet specifically structured it and so I cant give you right specific answer with regards to the exact accounting treatments if number one, the rate mitigation plan is accepted and two the transaction progresses, but we’ll able to provide those details as we get all further into the year. Jonathan Arnold – Deutsche Bank: Thank you, for all the color.

Sure, thanks.

Our next question comes from Kevin Cole of Credit Suisse. Please go ahead. Kevin Cole – Credit Suisse: Good morning.

Good morning.

Good morning, Kevin. Kevin Cole – Credit Suisse: Just a quick follow-up on the rate mitigation plan. So, should we view the effect of this on your cash flow and earnings, income statements basically is essentially you’re realizing an ROE we somewhere between the midpoint of Entergy’s current mid 10s and the MISO [12.38] given that sharing with the Entergy?

I really wouldn’t put it that way. I think what we are trying to do is look at the overall weighted average cost of capital effects that result from moving to our model from the existing to state regulatory constructed Entergy operates under. So the way I characterize the rate mitigation and again because Entergy is bearing a larger proportion of it in the trump part of the plan in the period that is put more is “guarantee”. I really view it is not in similar to what we agree to in connection with the ITC Midwest transaction, where we are willing to provide some rate relief to customers in the early years, while we are working towards making the investments that will improve the performance of the system and allow for customers to realize the economic benefits from that improved performance of the system. The difference between the ITC Midwest cases as we had a longer period of fixed-rate mitigation. In this case we have the ability to exit it earlier than what we are experiencing in the ITC Midwest situation subject to the realization of the benefits that we strongly believe we can provide. So, I would characterize in more is just our willingness to provide rate rebates or rate relief to customers for a period of time. And again as Joe highlighted and I’ve mentioned in my remarks, it provides us with a greater level control in our ability to end that early, by delivering on the benefits that we expect customers to realize. Kevin Cole – Credit Suisse: And then just so I am clear is this a rate refund or rate deferral specifically ITC Midwest is more of a deferral?

ITC Midwest is not a deferral, we’ll say rate rebate Kevin Cole – Credit Suisse: Okay.

And this is designed to be a rate rebate, not a deferral. Kevin Cole – Credit Suisse: Okay. So and then..

Relatively consistent with the overall approach in Midwest, but for as I mentioned before the benefits as replaces arguably some period of time of fixed rate mitigation. Kevin Cole – Credit Suisse: Okay. And I guess and then given the uniqueness of Reverse Morris Trust, does this rate mitigation plan complicate that at all.

No, it doesn’t. What really dictates the ability to utilize reverse more stress in the tax free nature of the transaction is the ownership structure at closing. And this doesn’t change that ownership structure at closing. So it would not have an impact on the requirements of the reverse more stress. Kevin Cole – Credit Suisse: Okay. One last question, I guess given that the Texas approval could come for the next earnings call. If the worst case scenario would happen in Texas for to another transaction, can this transaction still move forward?

Right, I don’t want to really speculate on that as we sit here today. What I would tell you is consistent with our prior comments the transaction structure top is very sensitive to receiving the approvals in all the jurisdictions. So we need really the entire transmission business have Entergy to make the reverse more stress structure work. But obviously whatever result we get in, in Texas we’re obviously expecting a favorable result. If it’s not favorable, then we will step back and assess what our next steps are at that stage. But obviously the transaction structure as you all know is very sensitive due to realization of all the regulatory approvals. Kevin Cole – Credit Suisse: Great. Thank you very much.

Thanks, Kevin.

Our next question comes from Charles Fishman of Morningstar. Please go ahead. Charles Fishman – Morningstar: Thank you. Just one quick one, the $0.30 per share associated or attributable to the Entergy transaction costs in the second quarter? Did you say that is the peak in your transaction spending rate?

I would like to think it is Charles. Couple of things happened in the second quarter. We entered into the actual hearing process in the jurisdictions and that is a favorably costly exercise. I won’t despair as lawyers, but it is heavily lawyer intensive, I would say that for the benefit of our lawyers in the room, but it’s a fairly extensive proposition, so naturally we did see a bit of a ramp up in cost in the second quarter associated with being in hearings in taxes and preparing for hearings in the other jurisdictions. And then secondly in the second quarter we did have a payment due to our financial advisors that was contingent upon us receiving shareholder approval for the transaction and that was a relatively large component of it as well. So I do think there are a couple of items driving that second quarter number that do make it a bit of a peak, as we work through rest of the hearing process we will still see reasonable expenses associated with advancing the transaction, but I would expect that Q2 number to be somewhat of a peak. Charles Fishman – Morningstar: That’s it, thanks.

Thank you.

Our next question comes from Michael Bates with D.A. Davidson. Please go ahead. Michael Bates – D.A. Davidson & Co: Hey good morning guys. Most of my questions has been asked and answered, but I did want to follow-up on the comment about the impact adverse whether it’s had so far in the first half. I believe Joe you made the comment in the first quarter that there had been a $40 million or $50 million delta between the expected and actual CapEx levels. Where are you now, are you able to quantify that?

Sure. Michael its Cameron, I’ll touch on that, because I think it was comments I made in the first quarter regarding that. So at the end of the Q1 we were about $50 million behind our internal plan with respect to capital investments for the year, we are now about $30 million behind. So we did catch a little bit in the second quarter as I mentioned in my prepared comments, so Q2 was a little better than expected, but we didn’t catch all of the sort of the key one shortfall the best way to look at it. And the important thing that I would like to remind everyone is that when you are in a business like ours where earnings are based on a 13 month average rate base, or 13 month average CWIP balance for AFUDC, when you miss getting projects into service or miss making investments, those are really missed earnings for the year, because it’s hard to catch back up. Once you’ve missed one of your 13 months and particularly if it’s early in the year, it’s going to have a higher weighting and it’s harder to catch back up in the back half of the year from an earnings perspective. So although we are positioned and as we sit here today and believe that we will meet out overall capital investment expectations for the full year, you know the fact that we’re behind our internal plans relative to the timing of that deployment will continue to impact our earnings through the balance of the year. And that’s just the way the math works when using the 13 month average rate base as we do in the business. So it is an important I think thing to remember as you’re thinking about sort of the back half of the year. Michael Bates – D.A. Davidson & Co: Fine, that’s very helpful. Thank you.

Thanks Michael.

In the interest of time, our final question comes from Jonathan Reeder of Wells Fargo. Please go ahead. Jonathan Reeder – Wells Fargo: Good morning with some of the nuclear units and potentially incremental coal being at risk or even coming offline in the region, you know the kind of for economic regions. How does that potentially impact transmission needs over the next five years and could this provide a meaningful opportunity for you guys?

Hey good morning Jonathan I think we have said historically, that we do view the potential for either new units coming online, or units coming offline to change obviously that dynamics of the transmission system which do create potentially opportunity to invest in transmission to ensure a system stability and reliability as you’re changing the flow of power on the transmission grid. And we have indicated also that our view might has been little slow in I think addressing and planning for the potential future retirements that could be impacting the system as a result of the change in generation mix whether it would be just older units retiring or environmental pressures causing units to become uneconomic in retiring. Naturally generators aren’t terribly forthcoming all the time with their plans, so it’s little hard to make transmission plants to address future potential requirements of exiting generators, but long story short we do view that as having potential upside as we look forward in time. The magnitude of that upside is really going be dependent entirely on what exact generators ultimately de list and exit the marketplace and obviously what that means from a transmission or excuse me from a power flow perceptive and what specific transmission investments are required to ensure system stability. So it’s hard to put specific numbers on it. But we do view it as just directionally a positive relative to do the need for transmission investment over the coming years. Jonathan Reeder – Wells Fargo: And directionally I mean I guess increase your confidence with some of the announcements recently that there could be some potential upside to the current. I guess base business forecast?

I think the announcement that we’ve seen lately are really just re-enforcing a view we’ve had for sometime which is you’re going to see a change in the generation mix in MISO and in particular. And that will yield future transmission investment opportunities. So I wouldn’t want to suggest the recent announcements give us or cause us to feel like there is incremental upside relative to what we’ve been talking about. I think it reinforces our view that that upside exist and there will be investments that are required over the course of time.

And I would like to just add one sidebar comment to what Cameron made as we see the generation mix changing and that will inevitably happen. We are also going to see more people entering into the wholesale market and as more and more people get away from their native generation and go on to the wholesale market to get their power, then the realization of congestion in the wholesale market will become more and more visible to people, as they are buying and selling out of that wholesale market and as a result of that you are going to see more people putting pressure on getting more transmission built to relieve the higher LMP costs. And I think there is an article in the Wall Street Journal that just deals with little bit of this going on in Texas as they change generation mix, but as that happens those wholesale prices become more relevant to the retail customer and then that puts more pressure on getting transmission built to get that LMP price become more rationalized across the system. So I think you're going to see a lot of changes overtime, but I don't think any of these occurring in the next couple of years, because it’s just a planning cycle doesn't allow that to happen. Jonathan Reeder – Wells Fargo: Okay, thanks for the comments.

Thank you.

I would now like to turn the conference back over to Gretchen Holloway.