Good day ladies and gentlemen and welcome to the ITC Holdings first quarter conference call and webcast. (Operator Instructions). I would now like to turn the conference over to your host, Miss Gretchen Holloway. Please go ahead.

Good morning everyone, and thank you for joining us for ITC's 2013 first quarter earnings conference call. Joining me on today's call are Joseph Welch, Chairman, President, and CEO of ITC and Cameron Brady, our Executive Vice President and CFO. Last night, we issued a press release summarizing our results for the quarter ended March 31st, 2013. We expect to file our form 10-Q with the Securities and Exchange Commission today. Before we begin, I would like to make everyone aware 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 reflect forward-looking statements under federal securities laws. While we believe the 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 form 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 filed a registration fee 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 5th, 2011. This registration statement was declared effective by the SEC on February 25th, 2013. Investors are encouraged to read the perspective included in the ITC registration statement in its entirety as well as any other relevant documents when they become publicly available. These documents contain important information about the proposed transaction. The perspective 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, Gretchen, and good morning everyone. Before getting into my prepared remarks, I would like to note that they will be rather brief today, which is generally consistent with our first quarter updates given the comprehensive nature of our fourth quarter call. Once again, I am pleased with our overall performance during the quarter as we successfully managed the challenges of executing on our standalone business while also continuing to progress the Entergy transaction through the multi-jurisdictional regulatory approval process. Within our existing operating companies, we continue to deliver on our operational and financial commitments, which are focused on maintaining and investing in our transmission system to improve good performance while also delivering ongoing growth. We made good progress during the first quarter on our annual system maintenance plans, which are heavily focused on systematic planning and execution of our preventive maintenance activities across our footprint, which serve to improve system performance and reduce reactive maintenance requirements. In addition, we are once again embarking on a rather ambitious capital plan for 2013 comprised of a diverse composition of capital projects including investments in a variety of initiatives in our base systems. The combination of our maintenance programs in capital investments in our system are key contributors to achieving and maintaining operational excellence, which also serves to drive the significant customer benefits that accrue from high system reliability. The volatile winter weather that we experienced in the Midwest this year has created challenges for us as we seek to implement our annual capital investment plan and address system requirements. Although we did make good progress in the first quarter relative to our annual capital investment plans, we are somewhat behind where we expected to be largely due to these weather delays. In addition albeit not included in our first quarter results,…

Thanks, Joe, and good morning everyone. Before I begin, I would like to note it is snowing in Michigan today. So we do hope that everyone joining us on our call today is enjoying their spring as much as we are. For the first quarter of 2013, ITC's reported net income was $50.2 million or $0.95 per share as compared to reported net income of $46.1 million or $0.88 per share for the first quarter of 2012. Operating earnings for the first quarter of 2013 were $58.8 million or $1.12 per diluted share compared to $48.6 million or $0.93 per diluted share for the first quarter of 2012. Our operating earnings are a non-GAAP measure that excludes the after-tax expenses associated with Entergy transaction of approximately $8.5 million or $0.17 per diluted share. And $2.6 million or $0.05 per diluted share for the first quarter of 2013 and 2012 respectively. For the first quarter of 2013, operating earnings also excluded a diminutive amount of interest expense associated with the estimated refund liability recorded for certain acquisition accounting adjustments for ITC Midwest, ITC Transmission, and METC resulting from the May, 2012 FERC audit order on ITC Midwest. Consequently, operating earnings are reported on a basis consistent with how we provide our earnings guidance for the year ,and exclude the aforementioned items that were not reflected in earnings guidance, and do not impact the future earnings potential for the business. The year-over-year increase in operating earnings were approximately 20% was attributable to higher income associated with increased rate base in AFUDC and all of our operating companies. Year-over-year, our March 31st ending rate base increased approximately 15%. While construction work in progress increased approximately 20%. Effective execution of our capital investment plans remains the primary driver of our financial performance for the…

(Operator instructions). Our first question comes from Julien Dumoulin-Smith of UBS. Please go ahead. Julien Dumoulin-Smith – UBS: Hi, good morning.

Good morning, Julien.

Good morning, Julien. Julien Dumoulin-Smith – UBS: Joe, the first question here, you talked a lot about the FERC 100o, MISO and SPP compliance filings, I’d just be curious, are we going to hear in sort of the back half of the year about some of the opportunities resulting perhaps from the removal of ROFR? Is that something you would envision talking about later or how do you think about that opportunity given the clarity coming out of these compliance filings? If you see an opportunity there whatsoever?

Well, I think the fact is that I remain guarded on a lot of, you know, what FERC is doing on ROFR. You know, as I stated in my comments, that you know, first off, it hasn’t shown that, you know, there’s any resistance in the marketplace for us to do development projects. The big problem that you have with ROFR and why, I can’t give you a definitive guidance, is that the major issues are always going to be coupled with transmission development is siting and it’s never been the willingness of people to get in and build a project, it’s been the ability to get them sided once they’ve been – gone through the planning process. ROFR doesn’t deal with that and so there’s a very long and hard process that you have to go through if you are not the incumbent utility in any footprint. I think from a competitive standpoint, as I stated in my prepared remarks is that we are complexion as well as, in my humble opinion, better than anyone else to compete. But the fact of the matter is, is that the siting is going to be the issue and I, for the life of me, don’t know why FERC focused on ROFR when they should have focused on siting.

And Julien, it’s Cameron. I’ll just add a couple of comments. You know, first of all, you know, one of our concerns about ROFR and changing the rules of the road with respect to ROFR is that it runs the risk of slowing down the planning process. And I think because the rules are not yet well established as to how the selection process will work in a competitive solicitation environment, you know, we are somewhat concerned with the pace of planning, you know, over the course of the next year or so. As you can imagine, tactically, one needs to be thoughtful about how to promote projects that it might want to – or one might want to advance in an environment where we’re not exactly sure yet as to how the selection process will be executed. So I think as we continue to advance our development initiatives and we continue to look at the projects that we have in our pipeline that we’re looking to advance, we do have to be tactical and thoughtful about how and when we actively promote those through the planning process given that we don’t know with great certainty how the selection process is going to be implemented under Order 1000 in MISO or SPP at this stage. Now, that certainly doesn’t mean we’re sitting on our hands and waiting, but it does mean that we have to be thoughtful and careful about how to approach that. Julien Dumoulin-Smith – UBS: Great. Thank you for that thorough response. Secondly here, going to the Entergy transaction, and I understand it’s always challenging to talk openly about this, but there’s been some discussion about a trust structure, specifically in Louisiana. I’d be curious if you could provide any kind of sense as to what direction that might go in in the current petition if you have any sense to what might be palatable from your perspective?

It’s a good question, Julien. It’s obviously gotten some attention. You know, I think from our perspective, we remain focused on promoting and advancing this transaction. You know, we think, given all the alternatives that Entergy may have in front of them with respect to their transmission business, that this transaction, by far, provides the most benefits and the most value for Entergy’s region. I don’t think there is another owner out there that can do what ITC can do in that region with the track record that we have that demonstrates ability to improve system performance for the benefit of customers, the ability to identify and execute on regional economic projects that improve market access and create value for customers in terms of the lower delivered cost of energy. End of day, I don’t think the trust structure that’s been contemplated or any other transaction for that matter, you know, creates the benefits for the region that the transaction that we have negotiated in and executed with Entergy does. And I ultimately believe that through the course of the process, we will be able to convincingly demonstrate that. So although there has been some focus as of late on other alternatives, you know, ultimately, end of day, you know, we do believe this is the right transaction for the region. We are the right transmission owner for the region and that the benefits that material to the rate payers in the region from this transaction are, again, meaningful, quantifiable and are certainly, from our perspective, you know, well worth the effort to advance the transaction. Julien Dumoulin-Smith – UBS: Great. And then the last question here, briefly on renewable, now we have some clarity from IRS, we’ve had a few months that’s passed since the PTC extension, how is renewable policy evolving and specifically from your angle, what kinds of incremental opportunities are you seeing to inter-tie new renewables to the grid? How much of the PTC extension really changed your outlook?

It really hasn’t changed the outlook a great deal, to be candid. I think you have a couple of dynamics, you know, in the market right now. One, you have certainly the PTC renewal, which is a positive. But I think counteracting that to some degree is there’s been a little more discussion, you know, in some states about their desire to either scale back, pull back or in some cases even eliminate the existing RPS or RES mandates that they have. So I think the market around renewable development remains somewhat tempered as, you know, we have discussed, much of the build out that we had associated with interconnecting those resources is behind us. There’s not a tremendous amount in our plan going forward as it relates to facilitating expected, you know, new renewable interconnections to our system. There are some and those are continuing and the PTC extension certainly has allowed for that to happen, but you know, we continue to expect that that environment will be somewhat more challenged going forward and I think our plan has appropriately addressed that. Julien Dumoulin-Smith – UBS: Great. Thank you very much for the time.

Thanks, Julien.

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

Hi, Kevin. Kevin Cole – Credit Suisse: I’ve just got a quick follow up to JDSs question. So I guess, is it – is the elimination of the utility’s right of first refusal basically inevitable at this point?

You know, I believe so. I think, you know, FERC has pretty much laid out their policy on it and you know, I think that they want to go forward with this process. And as myself and Cameron both laid out, I think in more detail than probably necessary that, you know, I actually think that, you know, for the development of regional projects, it’s going to be something that’s going to actually cause more problems than it is going to solve any. You know, I stated it before and I’ll state it again, there wasn’t a problem in getting the projects. We had a problem in the very beginning getting them compliant. We’ve worked out way through that and the next problem on the radar screen was cost allocation. That one got taken care of. There was never a problem dealing with right of first refusal, the next problem on the radar screen has been siting. But now, as you see these regional projects starting to have the focus of competitive nature being put into it, it starts to go back and work its way through the planning process because the incumbent utilities are going to have a rough time opening up their, and exposing their systems for competition when in fact, they have all the liabilities still for system security, they have all the liabilities for cyber security and there are a lot of rules out there that ROFR just does not – is not compatible with. So I think the planning process is going to really get drug down with this. But do I think that ROFR is staying? Yeah. Kevin Cole – Credit Suisse: And so does this go beyond the competitive transmission in a way that this is basically now a free-for-all where you and everybody else can basically take a calm of anybody’s project within the MISO…

I don’t think it’s going to be like that. I mean, you know, that could be one outcome, but I certainly don’t think that. I mean, you know, the biggest process that you have going on out there is, you know, well, let’s assume that you’ve gotten it through the planning process, then the debate is going to be how do you pick what a bid looks like. The fact of the matter is, is that, you know, is it the in-service cost, is it lifetime cost, is it lifetime cost with maintenance? I mean, it’s just – there is no clarity on this and you know, I’ve spoken to this and spoken to this in all candor with the FERC commissioners. But you know, it was an idea that someone had as to how they could develop this more and I just – I don’t see it happening.

I’d add a couple of things, Kevin, which, you know, not to muddy the waters, but you know, do we think it’s inevitable that ROFR rights will be eliminated for regionally cost-allocated projects? I think the short answer is probably yes. We do think that. I think, you know, frankly, first ability to eliminate ROFR probably will be challenged in the courts. That’s a guess on our part, but I’m assuming that to be the case. So it remains to be seen as ultimately how the courts might rule on it. I think the other thing to note is we are seeing a number of states propose their own state level ROFR requirements in legislation that will effectively reintroduce ROFR within a state. So as you can imagine, if you have a project that crosses a state with the ROFR requirement and one that doesn’t, you know, as you get into regional projects, by their very nature they will likely cross state boundaries. You know, it will create some complexities as to how – how developers and owners will ultimately be chosen through a selection process. And as we talked about it in our prepared remarks, you know, that selection process remains somewhat unsettled; exactly what criteria will be used, whether the person that proposes the project is somehow incentivized in the selection process I think remains to be seen, you know, what the criteria are remains to be seen. I do think, end of day, regardless of what the ultimately selection criteria are that incumbent utilities with existing infrastructure, existing leveragable infrastructure and resources and capabilities will be better positioned to prevail in the solicitations. And I think we, ITC, because of our unique business model, because of our sole focus on transmission, our independence and our capabilities, I think we remain, as Joe highlighted earlier, as well positioned if not better than most to be successful in that environment. So we’re preparing ourselves for the inevitability but exactly how it’s going to play out, I think it’s still somewhat, you know, up in the air. Kevin Cole – Credit Suisse: And then actually, Joe, could I ask you, if I can ask you one last question.

Sure. Kevin Cole – Credit Suisse: Given that nobody really knows FERC better than you, I’d like to ask…

I wished I knew them that well. Kevin Cole – Credit Suisse: I guess on FERC ROEs, now that I guess across the U.S., you’ve seen about a dozen, you know, non-ITC related ROE complaints, I guess with many of them brought on by state commissions themselves…

Sure. Kevin Cole – Credit Suisse: …how do you think that FERC can best, I guess, elegantly resolve this issue in a reasonable timeframe given this issue is clearly overhang for the industry?

Well, first of all, you know, I recognize that it is a clear overhang for the industry. You know, the fact is that with all the discussion that we just had, we have now thrown in one more layer of uncertainty into transmission development and I feel that FERC is still going to stay the course on providing reasonable incentives as was outlined in – by law to get these transmissions built. I think there’s, you know, I have not seen them waiver yet. There’s a big difference between the people at FERC that make policy and the trial staff and ultimately, this is going to have to get up to the commission for that decision and then the commission is going to have to speak. I think that, you know, in all candor, the commission has, you know, really, you know, directionally said that they’re going to stay the course but I think, you know, the realities are that they feel pressure from different avenues. The thing that frustrated me in this process is that, you know, while I don’t argue that the interest rates have dropped and dropped significantly but the process of building these regional projects, especially these large ones has gotten more complicated and actually they’ve instilled more risk into them in the last couple of years than we had before. And so if they’re really looking at this from the true risk that’s associated with these, then they’re going to stay the course. And you know, time will tell, but I, you know, I firmly believe that they stay the course. Kevin Cole – Credit Suisse: Great. Thank you, guys.

Thanks, Kevin.

(Operator Instructions). Our next question comes from Michael Bates of D.A. Davidson. Please go ahead. Michael Bates – D.A. Davidson & Co. : Hey, good morning, guys. Most of my questions have been answered, but a couple of issues that I did want to ask about. First, can you give us any commentary on the landscape down in SPP? How much more opportunity do you see over the next couple of years to start work on projects in regards to this Elm Creek Summit line?

Well, first of all, you know, the fact is that if you just look and you know, whether it’s SPP or any place else, if you look at transmission development in the United States and you really get a map of high-voltage transmission, and when I’m talking high-voltage transmission, I’m talking 500 kb and above, and you look at that map on of the United States, you’re going to see a huge void and that huge void goes right through the heartland of the United States. If you look at development of grids, and I’m talking now the development of grids worldwide, what you see worldwide and how they’re developing them, especially for countries, and I’ll use China as an example, that they are now moving power 2 and 3,000 kilometers. They are no longer moving coal by rail. They’re consolidating their power plants outside of the urban areas so that they can keep the urban areas, if you will, clean and pristine. They’re trying to support their manufacturing. They’re trying to develop all of their natural resources including the renewables. And so when you look at where the natural resources in this country are clustered, if you look at where the loads are, you realize that through that heartland of the United States, we are going to have to build long high-voltage regional transmission lines and whether it’s SPP or anyone else, the inevitable will happen over time as we try to maintain ourselves for global competitiveness. That was or original focus as to why we went there. You know, as Cameron was talking about the renewable resources, of course, his comments were almost focused on the geographic regions where we have service territories established. But if you look at the Western portions of Kansas and Oklahoma, they are still largely untapped and those are going to be huge beds of renewable resources for sure as time moves on and we will develop those over time. It’s going to be a matter of cost, time and when it happens. So we stay optimistic on the future of how that was going to roll out and that’s why we’ve had presence there and we’ll continue to have our presence there. And that’s why others have followed us there. Michael Bates – D.A. Davidson & Co. : What part of the country do you see other opportunities you’re likely to pursue over the next five to ten years that you haven’t started anything yet or haven’t announced yet?

Well, I – that was the question I just won’t answer. You know, we’ve spent a lot of time with our development group and you know, several years ago we announced, and really, I don’t think go ahead of ourselves, but we announced what we were doing on one of these calls and our reward for that was that the people who follow us immediately convened in that area and tried to develop transmission projects based on our work that we had done for a couple of years in advance. You know, when Cameron’s team, his development team announces something, that’s when you’re going to have to find out about it because we’re not going to tell you where we’re prospecting. Michael Bates – D.A. Davidson & Co. : All right, and then one last question, more centered on the quarter itself. You commented on the volitility of the weather and how that slowed down progress in some of your projects. Can you give us a picture as far as how significant that impact was versus your original expectations?

Sure, Mike, it’s Cameron. I’m happy to do that. For the Q, it was about 40 to $50 million of, I think, shortfall relative to our original plans. As I noted in my prepared comments, we expect that to be made up in the balance of the year and remain on track with respect to our overall expectations for the year, but obviously as results of the slower start, largely driven by the weather, it will be more back-end loaded than we had originally anticipated. So you know, that’s the nature of this business. When you’re executing a capital plan in the range of $760 to $860 million, there’s a lot of irons in the fire at any given point in time and the weather does have an impact on our ability to pace those investments in any particular period. But you know, we remain confident with our ability to catch up. We do have some incremental capital that was unplanned as Joe mentioned with respect of winter storm Walda in Southwestern Minnesota where we had something probably in the neighborhood of 300 structures impacted. It was a fairly significant storm, you know, certainly for our service territory that didn’t get a lot of attention, you know, that will provide some incremental capital investment requirement as well. So net-net for the year, we’re still confident with our overall plan, the weather has just, you know, forced a slower start than our anticipated – than what we anticipated rolling into the year.

I might add that last year when we had really good weather at this time of the year that no one worried about us getting a quick start. Michael Bates – D.A. Davidson & Co. : Sure. And where was [inaudible] at the end of the first quarter?

It was around $610 million. Michael Bates – D.A. Davidson & Co. : Great. Thank you very much.

Our next question comes from Ashar Khan of Visio. Please go ahead. Ashar Khan – Visium: Hi. Good morning. Can I just go back to the Entergy transaction. In your prepared remarks, you mentioned that, of course, now you’ve heard from nearly all, except for one, the commissions, their staff, what is lacking in terms of their giving the thumbs up to the transaction? I guess it’s pretty clear they’re looking – what are they looking for as you’ve read the recommendation? What are they looking for in your view? And my second question is as you sit right now, having seen these, do you think that you can come up with settlements or is this going to be negated to the end in each of those commissions that have opined – their staffs have opined, you know, over the last ten days?

I’ll try to address that he best I can, or as much as I’m willing to, let’s put it that way. Just to be clear, we’ve seen testimony now from staff in two jurisdictions, we’re remaining – or waiting testimony for the others from the staffs themselves. But I’m, you know, frankly, not expecting a great deal of difference in what we see coming out of the other jurisdictions. I think in general, the areas that they’re focused on are ones that we knew, you know, certainly, they would be focused on as we approached this transaction. One will be certainly the rates associated with our business model, how those differ from traditional state utility regulation. Part of our job is to convince and help them to understand why that’s important in terms of making the investments in the system that drive the benefits for customer’s longer term, but certainly that is a concern that has come out of their comments, as we knew it would. I think the second broad area relates to just jurisdictional issues and what are the rights and what is the opportunity for the state commissions to participate in transmission regulation going forward, recognizing that our rates are regulated by FERC. So part of – I think that that exercise will certainly be working with the commissions to help them understand what they gain in terms of access, information and ability to participate in the planning process as part of this transaction, you know, as opposed to the focus being on what they feel that they’re losing, you know, which is really that after fact ability to rate regulate an enterprise and working to find solutions that will hopefully bridge that gap with them. Those are the broad areas, you know, there are other areas,…

I’d like to add to what Cameron has to say and caution people as they watch this happening, that you know, it’s – first of all, you know, if you are a student of the regulated world you’ll know that as you go through more than one jurisdiction the ability to get to a common ground gets exponentially harder because you need to hear from all the parties and all the parties are not consi8stent in – as to everything they have to say. So getting all of this information out and into a way where we can get it in front of us, that helps give us [inaudible] or and the settlement process. Clearly, the settlement process allows you to do more custom tailoring and it allows the commissions their ability to agree to things that they may be prohibited from by whatever they have to do. I mean, in the settlement process you can bring in other extra [inaudible] into the decision process where if you go through the hearing process, it’s, you know, what they’re allowed to do under the laws that they govern each state, which by the way, are not the same state to state. So getting – being able to thread and put a piece of thread through the eye of five needles gets very difficult with different laws that pertain to each one of the states and what they jurisdictional capabilities have. This is an important process and you know, I just caution people to not read into it more than what they see, it’s what we expected and as Cameron stated, don’t expect to see a lot of differences but we will see some uniqueness in each one of the filings as they come because they’re going to start to try to get to that unique solution sets that is best for each one of those states. Our job is then to find the common ground where we can bring it together in one comprehensive deal. Ashar Khan – Visium: If I can just follow up in response to what you said, is a settlement then more likely or not likely because each one will be asking for different things and everything? Is it more likely or less likely?

I think it’s premature to tell what it’s going to be. We haven’t seen what’s in the other jurisdictions first of all and you know, then when we sit down, we will roll our sleeves up and try to pick the best path to get this transaction done. We feel very strongly that this is in the best interest of those customers and we – we’re going to be committed to getting it done, and settlement or adjudication, we’ll pick the path that we think will give us the most probability for success. Ashar Khan – Visium: Okay. Thank you.

I’m showing no further questions at this time and I’d like to turn the conference back over to Ms. Gretchen Holloway for any closing remarks.