Good day, ladies and gentlemen and welcome to the ITC Holdings Corp Fourth 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 followed at that time. (Operator Instructions) As a remainder, this conference maybe recorded. I would now like to turn the call over to Gretchen Holloway. You may begin.

Good morning, everyone and thank you for joining us for ITC's 2013 fourth quarter and year-end earnings conference call. Joining me on today's call is Joseph Welch, Chairman, President and CEO of ITC and Cameron Bready, our Executive Vice President and CFO. This morning, we issued a press release summarizing our results for the fourth quarter and for the year ended December 31, 2013. We expect to file our Form 10-K 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 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 maybe 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. I will now turn the call over to Joe Welch.

Thank you, Gretchen and good morning everyone. I'm pleased to have the opportunity to today to report on another strong year performance for ITC. I'm quite proud of all we accomplished this past year in particular that we achieved our operational and financial objectives all while pursuing the Entergy transactions. These results build on our strong history of investing in and operating our transmission system to create value for customers while also delivering strong financial performance for shareholders. Before discussing our operating results for the year, I would like to briefly address the Entergy transaction and our decision to terminate pursuit of it in mid-December. As you're well aware, we put of great deal of effort into stakeholder outreach over the course of the last two years in attempt to garner support for the transaction. We also strongly demonstrated that the transaction was in the public interest based on significant benefits that would result from ITC's ownership of the Entergy transmission system. In addition, we and Entergy offered substantial customer rate-protections and other commitments that more than adequately address the rate impact of our regulatory concerns raised throughout the process. Despite all of this, we received an unfavorable decision for the Mississippi Public Service Commission in early December reflecting their unwillingness to approve the transaction as proposed. As a result, we concluded that there was no viable path to secure the necessary approvals that would allow us to preserve both the integrity of ITC's business model and the value we saw in the transaction. We regret the customers in the mid-south region will not have the opportunity to realize the benefits that the transaction offered. However, given the circumstances it was apparent to us that the best course of action to position ITC for future success was to terminate our…

Thanks Joe and good morning. Before diving into our financial results, I would like to take a brief moment to discuss our recently announced stock split. As I'm sure, you're aware on February 6, we announced a three-for-one stock split which is tabled tomorrow February 28, shareholders have record as of February 18. We believe that this split has the potential to enhance the liquidity of our stock. We are also allowing for a share price that is attractive to a broad range of investors. In addition, the split adjusted price allows for additional appreciation given the robust opportunities we foresee for the business and the resulting superior growth levels we expect to deliver. Please note that all the financial results discussed today except where noted or reflected on a pre-stock split basis. After February 28, all of our actual and historical results will be split adjusted. 2013 was a strong year for ITC in terms of financial performance. For the fourth quarter, ITC reported net income of $76.9 million or $1.45 per diluted share. As compared to reported net income of $48.3 million or $0.92 per diluted share for the fourth quarter of 2012. Reported net income for the full year 2013 was $233.5 million or $4.42 per diluted share compared to $187.9 million or $3.60 per diluted share for 2012. Operating earnings for the fourth quarter of 2013 was $70 million or $1.32 per diluted share compared to $57 million or $1.09 per diluted share for the fourth quarter of 2012. For the year-ended December 31, 2013 operating earnings were $258.6 million or $4.90 per diluted share compared to $216.5 million or $4.15 per diluted share for the same period last year. Operating earnings are reported on a basis consistent with how we provide our guidance for the…

(Operator Instructions) And the first question is from Julien Dumoulin-Smith of UBS. Your line is open. Julien Dumoulin-Smith – UBS: I don't want to preempt too much the upcoming Investor Day, but could you talk a little bit about where, if you pursue M&A or let me back up. Are you interested in pursuing M&A once again in order to extend your service territory at the expense which you're is this something more of a partnership aspect or is this again more of the conventional approach that you've taken with Entergy another deal in the past?

Julien, its Cameron I'll jump and naturally ask Joe to provide any additional color. I think in general, it's safe to say we remain open-minded as it relates to M&A opportunities in the future. We still believe that M&A presents an opportunity to expand our independent business model into either within the regions in which we're operating today or potentially into new regions as well. And we still view it as a component of our strategy going forward in terms of finding opportunities where we can acquire system that have a significant amount of investment requirement associated with upgrading existing infrastructure and have served us well in the past and we frankly think, it can continue to serve us well going forward. I would balance those comments against the reality of the market as we see it today, which is obviously there is a lot of interest by utilities to pursue transmission growth strategies. So I don't think our view as it relates to the for lack of better term, the magnitude of M&A opportunities has changed very much. I think we still view them as being relatively few and far between but that being said, we would be poised to pursue them if we found situations where we thought, we could again acquire system with an opportunity to invest and create value for customers and shareholders. On the partnership front, that has been in the past. I think a very important component of our development strategy. I think it will continue to be a component of our development strategy going forward. I view it a little bit different than M&A, but again on the partnership front, it is a very important part of how we think about advancing our development portfolio arguably differently perhaps than how we thought about it historically given the implementation Order 1000 and the elimination of ROFR Provisions. I'm not sure that they have the same partnership have the same underlying strategic rationale that they did in the past, but I still view them as being an important part or option from a development perspective.

I'd like to add to what Cameron said is, with the implementation of the Order 1000. We are very focused on truly trying to understand every piece of the aspects of Order 1000 as it develops and also to get the company truly focused on a changing landscape, which ultimately should lead to being more competitive and I think that, we have absolutely demonstrated that in the competitive environment. We have positioned this company well with our singular focus on transmission. So the growth of the company and our independent business model is very important to us and we will pursue it under any other regulatory terms that it's presented whether it's M&A partnership or a direct competition. Julien Dumoulin-Smith – UBS: Great, then perhaps following up on the ROE issue and again, I know it's a touchy one to address. But first, I suppose there is some western utilities that have proposed perhaps using a slightly different variant of the median including comparable forms of capital asset pricing and equity risk premium approaches. Do you see those kind of valid approach ultimately for resolving any of the pending ROE issues? And then secondly, if you could describe broadly speaking your expectations on next steps in the process from the timeline perspective?

Hi, Julien. It's Cameron. I'll address maybe the first part and I'll ask Joe to share any perspectives on the second, but I'll give you mine as well. I think on the different variations of determining cost of capital. I think it's pretty mature to speculate as to whether or not FERC would adopt a deferring methodology than what they have used historically. I think our view is that, apparently there is nothing fundamentally flawed with the methodology that FERC has used historically. I think we are frankly the flaws have been introduced as were, where we would characterize as somewhat artificial screens have been introduced to that methodology that have served to over the course of times skew the results downward and then the environment in which we've been operating, I think those have particularly exacerbating effects on the results of the DCF methodology. So I think, we've tried to encourage in our conversations not to throw the baby out with the bathwater, but there is some relatively simple modifications that could be made to FERC's existing methodology that would serve to I think again, reduce some of the screens that serve to artificially biased the numbers lower, hence modify some of the inputs in a way that would better reflect I think, cost-to-capital in the environment in which we are operating, recognizing that the historically low interest rates have serve to somewhat skew these results to the left. On the second point, I think Joe commented on this in his prepared remarks. We don't really see a scenario where the MISO complaints at least as it relates to the ROE aspect is going to get in front of the New England compliant. I think we remain of the view, that more likely than not FERC will choose to address the ROE issue in connection with the New England case or perhaps through generic policy or rule making around that, but that will be the catalyst I would say for further action on the ROE fronts. So the MISO compliant at least as it relates to the ROE aspect of that compliant I think will be in a holding pattern waiting action on the New England side. Julien Dumoulin-Smith – UBS: Perhaps I could just follow-up and clarify, if we were to get a policy statement, would it be fair assumption to presume the settlement would be something parties could potentially pursue on the back of clarity on methodology?

I highly doubt it, the reason why is that you have to look historically as how ROEs how, they have been floating and I guess this is the perspective I get to add coming into the business in 1970. At that time, there was huge capital expansion going on in the whole utility space and the arguments that were put forth then and actually when FERC was formulating some of their models, that could we get enough capital to flow into the utility space versus all of the other competition for capital. And then after that happened, we had a big ebb and flow of capacity overbuild and rate shock that came in and so the whole framework and the regulatory role shifted immediately from capital attraction to rate pressures being put on everyone to reduce rates and we are still dealing with overhang of the reduction of rates, rather than to trying to get capital to flow into market. Remember that FERC was still ordered by Congress to put rules and regulations in place to increase the investment in transmission and if you look from the time that order is been put in place or that wall was passed today, there really hasn't been that much transmission built, there is been a lot of things done in the transmission space, but when you physically look at a transmission map of the United States not much added. And so I think, FERC has got to deal with the policy issues and then the application of the DCF and I think that's why also that the likelihood of a settlement becomes less because there is, the one side of the equation that wants to bring rates down as low as possible, which I understand on the other side, is to try to get capital to flow to get transmission built in a robust regional way. So I don't see it happening. Julien Dumoulin-Smith – UBS: Thank you.

Thank you and the next question is from Greg Gordon of ISI Group. Your line is open. Greg Gordon – ISI Group: Thanks, congratulations on a good quarter and a good year. So you may not be willing to go into until this April but you know there is been some speculation that another entity in the marketplace that owns transmissions assets might pursue the ITO [ph] of their transmission through a week structure at some point in the next 12 months and that's caused a kind of speculation as to what, impact that might have on your thinking as to whether or not that's an increasing viable option in terms of reducing your cost of capital. Can you talk about your thought process on how that would relate to your business?

Greg, it's Cameron. We hear obviously speculation from time-to-time in better variety of things similar to what you described. I think from our point of view, we have to make the right decision for our company based on our facts and circumstances and what we think, best positions to this company for the future and best positions our shareholders obviously correspondingly. As we have said, we view a potential conversion or a change in the corporate structure of ITC as a tool that's in our toolbox that under the right facts and circumstances, we may want to consider utilizing. Heretofore, we have not really been in an environment or found ourselves in the particular circumstances where we have felt like that's the right tool to address whatever issue, we see in front of us. But going forward, we continue asses obviously the outlook for our business, the environment which we are operating, the regulatory landscape and we are continuing evaluate and will always evaluate whether some modification to the corporate structure of ITC is appropriate and a path that we think strategically thus positions us for the future. So I know that's a bit of a high level response, but frankly given where we are, that's probably that as much as we are prepared to comment on at the topic or on the topic at this point. Greg Gordon – ISI Group: Thanks Cameron.

Thank you. The next question is from Charles Fishman of Morningstar. Your line is open. Charles Fishman – Morningstar: Thank you as far as capital expenditure is beyond 2014 obviously you'll or I would think you would provide a lot more detail on that, on April 2015. Can I assume though, there will be an update in the 10-K that's going to be filed later today?

As far as capital investment plans beyond 2014? Charles Fishman – Morningstar: Yes.

No, I think for the time being Charles we would continue to include in the 10-K what is our current plan that we have communicated and shared it with investors which is our 2012 to 2016 plan. When we provide more detail, we will update our SEC disclosures accordingly. Charles Fishman – Morningstar: Okay, so there won't be anything new in the 10-K that's filed later and then that was going to be filed today, right?

That's our intent, yes. Charles Fishman – Morningstar: Okay and then one more on Attachment FF. so I understand this, on the option you're going to pursue the self-funding option all of that, all of those costs, our investments eventually flow to the generators. So the only difference here is that, obviously more is pushed to the generator, but it is also a timing issue that there might be some investment that ITC has to make, until they're reimbursed by the generators, is that all the option entails?

There is really no timing element Charles, I think your first characterization is right. I mean, it really becomes a cost allocation issue under the old Attachment FF policy, we would make these network upgrades and then include them in our network rates recover them from network customers. Under the options that's available to us under the standard MISO Generator Interconnection Agreement as a result of Attachment FF having been ruled for us being forced to adopt the MISO standard policy. Any upgrades that we are or that require associated with network upgrades to facilitate a generator interconnect that the generator would otherwise have to fund. We are going to act our option to self-fund those and we will charge the generator basically a fixed charge that recovers our return off and non-capital for those investments rather than including those costs in our network rates. So from an ITC Midwest perspective, the economics are effectively identical as what they would have been under Attachment FF, but now we are having to recover those cost directly from the generator as oppose to recovering them from network customers. Charles Fishman – Morningstar: Okay at the end of the day, it just makes it less desirable for the generator to build something.

Well, I mean it makes it less desirable on a relative basis compared to what it used to be, but it's no less desirable than any other place in MISO. Largely as a result of the 90/10 being MISO standard policy. So from our perspective, it does obviously create this is part of our concern with the elimination of Attachment FF and MISO standard policy and I think even some FERC Commissioners have echoed this. I mean, it doesn't necessarily reflect the benefits that network customers realize from the network upgrades that we are effectuating as part of generator interconnect and it doesn't create a plain field for new entrants vis-à-vis existing generators particularly utility-owned generators who have had those costs included in rates that they're recovering from customers. Charles Fishman – Morningstar: Okay. Thank you.

Thank you and the next question is from Rajeev Lalwani of Morgan Stanley. Your line is open. Rajeev Lalwani – Morgan Stanley: Hi, thanks for taking my question. First question was just on, your thoughts around the change in for clear shuts [ph] and the implications for the ROE decision or just policy overall and the second question. As it relates to whether you've seen to-date, has there been any impact on your capital spending plans, so far?

This is Joe. I'll address the first part. I think that clearly as the leadership preferred changes overtime. You'll see ebbs and flows and policies and when I say, the ebbs and flows and policies. Where you really see is, how it's handled on the what I call the fringes, where you will see a focus in one area or another, but overall I don't see a huge a shift over a long period on FERC Policy in general. FERC does a very good job in my mind of establishing their policies and sticking with them and they build each one of their orders based on past cases and their decisions and so, it makes for a more stable policy domain than you usually see in States where these people are – some States where they are elected by the populist and you see, really quick policy changes. So I don't see much on that, as to others. Cameron, if you want to address it.

Sure, I think the second part of your question and I'll sucker back on the first in a second because I think there was an element, you'd say there but on the second part. I think it's pretty mature for us to have adjusted any of our capital plans given the ROE compliant that was lodged against the MISO base rate. Obviously depending on the resolution of that, we will have to continue to look at all the different variety of projects we have in our portfolio and make determinations depending upon the outcome as to whether or not, the expected returns associated with those projects are support for lack of better term, the continued pursuit of those opportunities, but at this point it's pretty mature for us to have adjusted anything as the outcome is still uncertain and obviously, we've remained of the view that the existing rate is just and reasonable and we are continuing to push ahead accordingly. I think part of your initial question, I think was targeted more towards with a change in leadership do we see any potential change as it relates to the outcome of the ROE matters. I think, Commissioner LaFleur in her role is acting Chairman or Chairwoman, I'm not sure exactly what she prefers to be called, but had made it fairly obvious that her intent was to try to bring resolution to this fairly quickly. I think perhaps part of that was in effort to demonstrate leadership, prior to Mr. Bay being nominated and hopefully positioning herself for the Chairman's role as I think she had publicly indicated desires to have on a more permanent basis. Whether or not, Mr. Bay's nomination in ultimate confirmation assuming it gets that far, whether that will change FERC motivation for actual better terms to move on the ROE issue in the near-term, I'm not sure. I don't we know or have a particular view on that as this point. We are hopeful, it won't. we do think resolving this overhanging issue is important and we would like to see FERC move on it, but frankly it's hard to predict sitting here today whether or not the new nomination of Mr. Bay for not only participation on the commission but as Commission Chair will change the existing sitting Commissioner's desires to advance this issue timely. Rajeev Lalwani – Morgan Stanley: Thanks, actually the second part of my question was just on whether, the actual weather conditions to-date have impacted capital spending for the company overall.

I'm sorry, I misunderstood. It's been a tough January certainly in the Midwest from a weather perspective. And it has made a bit challenging to execute on some of our capital investment plans, it's pretty mature to speculate as to whether or not, that's going to have any impact on the first quarter results sitting here today. February was a little better than January, but certainly we did face some challenging weather conditions in January. That did impact our ability to capital work as timely as we would have otherwise expected. As of right now, I don't expect it to be material but we are obviously continuing to work through the quarter and continuing to remain focused on getting the work done that we can, despite the weather that doesn't want to cooperate. Rajeev Lalwani – Morgan Stanley: Great. Thank you, gentlemen.

Thank you and the next question is from Jonathan Arnold of Deutsche Bank. Your line is open. Jonathan Arnold – Deutsche Bank: Good morning, Cameron.

Good morning Jonathan. Jonathan Arnold – Deutsche Bank: Can you hear me?

Yes, we can. Jonathan Arnold – Deutsche Bank: Great, firs one just given the timing of the Analyst Day which is a little later in the year than you've typically done these things. Should we be anticipating a typical five-year update perhaps based of 2014 rather than sort of the immediately past year at a stage, can you give us any sense what the plan of what your gain will be?

I think Jonathan our plans would be to provide to 2014 to 2018 five-year plan hinged off of the most recently completed 2013 year. Jonathan Arnold – Deutsche Bank: Okay, so normal five years off of the years just passed.

Yes, I think would be fairly consistent with our prior practice. Jonathan Arnold – Deutsche Bank: Perfect and then you know, you obviously doing a meeting offsite, any as oppose to coming to New York, are there any other. Do you think you will give anything else in addition, you think you are communicating that we can just sort of think about conceptually?

No, I wouldn't say there is anything particularly unusual as it relates to our decision to host the Investor Day here, we think it is important for investors and those who are interested in our story to have the opportunity to see our operation without being overly frightful about it, we do have a lot of pride in our operations here. We have a lot of pride in the business we built, the scale that we have and we think it's important for investors and those interested in our story to have the opportunity to experience that. Most many haven't and by doing it here, we will give people I think a good opportunity to have a chance to witness first-hand our capabilities in our operating platform. Jonathan Arnold – Deutsche Bank: Okay and then just on the outlook last quarter, on the last call I think you said that onto some questioning we probably anticipate that we have been looking at a comfortably double-digit growth rate that you still standby that statement?

Yes, I think that's still a fair assessment of how we view kind of outlook for the business at least in the, through the balance of this decade as it relates to growth profile. Jonathan Arnold – Deutsche Bank: Okay, great. Thank you.

Thank you and at this time. I would like to turn the call back over to Gretchen for closing remarks.

This concludes the question-and-answer portion of our call. Anyone wishing to hear the conference replay available through March 3, 2014 can be accessed by dialing 855-859-2056 toll free or 404-537-3406 with the pass code of 49758882. The webcast of this event will also be archived on the ITC website at .itc-holdings.com. Thanks everyone and have a great day.

Ladies and gentlemen this concludes today's conference. You may now disconnect. Good day.