Fortis Inc. (FTS) Q2 2015 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the 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 follow at that time. As a reminder, this conference is being recorded. I would now like to introduce your host for today's conference, Stephanie Amaimo. Ma'am you may begin.

Good morning, everyone, and thank you for joining us for ITC's 2015 second quarter conference call. Joining me on today's call are Joseph Welch, Chairman, President and CEO of ITC; and Rejji Hayes, our Senior Vice President, CFO and Treasurer. This morning, we issued a press release summarizing our results for the second quarter. 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 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-K and 10-Q and our other SEC filings. You should consider these risk factors when evaluating our forward-looking statement. 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. Now I will turn the call over to Joe Welch. Joseph L. Welch - Chairman, President & Chief Executive Officer: Thank you, Stephanie, and good morning, everyone. For the first half of 2015, we successfully met our operational and financial targets delivering another period of solid results to customers and investors. First, I'm proud to announce that in the second quarter, we completed the largest project in the company's history, the Thumb Loop project at ITC Transmission. After many years of hard work, innovation and dedication by ITC's employees and contractors along with the support of the local community, the project was placed fully in service on May 13, 2015. The Thumb Loop project consists of approximately 140 miles of double-circuit 345 kV transmission lines and four new substations. It serves as the backbone of a system-designed to meet efficiently the identified maximum wind energy potential of the Thumb region, which supports a number of state and federal energy policies. As an important link in the high-voltage transmission system in Michigan in the region, the project will reduce congestion, improve system reliability and ultimately lower the cost of delivered power to customers. Construction of the project has had and will continue to have a meaningful impact to the economy in the state of Michigan, along with the region, including the creation of jobs. For our estimates, the project has had a direct impact of approximately $366 million to the Michigan economy, including employment of local contractors, vendors and suppliers. This project highlights the value of forward thinking and collaborative planning between the state, the region and key stakeholders. It is also a prime example of the effectiveness of ITC's planning process, which identified the transmission needed to facilitate Michigan's renewable energy goals while also strengthening the regional transmission grid. Our success with the Thumb Loop project should serve us well in our efforts to construct our portions of the four multi-value projects, or MVPs, granted to ITC Midwest. These projects remain on track, and we expect to place the first 12-mile segment of MVP 4 into service within the next few months. Turning to recent regulatory matters, on June 18, FERC, the Federal Energy Regulatory Commission, set the second MISO base ROE complaint for hearing. And on June 24, the Administrative Law Judge decided against consolidating the two complaints. As a result, the second complaint will now be resolved through a separate procedural schedule established on July 10. We currently anticipate a final FERC order for the first complaint in 2016, which will set the base ROE for the 15-month refund period from November 13, through February 2015. Further, we anticipate in initial decision from the ALJ for the second complaint by mid-2016 and a final FERC order in late 2016 or early 2017, which may address the perspective base ROEs as well. While the resolution around this matter is expected to be protracted in the interim, we will continue our work of investing in critical transmission infrastructure as we ultimately expect a constructive outcome. Shifting gears to development. During the second quarter, we made progress in pursuing new growth opportunities with the Lake Erie Connector project and other non-traditional opportunities. Specifically, we filed two major permits for the Lake Erie Connector project in late May, one with Canada's National Energy Board and the second with the Department of Energy in order to obtain the Presidential Permit necessary for international border-crossing projects. In addition, we anticipate filing a joint application to the U.S. Army Corps of Engineers and Pennsylvania Department of Environmental Protection later this year. From an economic standpoint, we also commenced the non-binding open solicitation in late June. The solicitation process is scheduled to run from June 22 through August 21. During this time, ITC will be soliciting expressions of interest from qualified parties for firm transmission rights at negotiated rates. We expect that this process will provide us with some visibility regarding the economic viability of the project, while which will serve as an important signpost as to whether or not we decide to advance the Lake Erie Connector. Based on the current schedule, we anticipate receiving state, federal and provincial permits for the Lake Erie Connector project by the second quarter of 2017. The commencement of construction in 2017 and commercial operation in 2019. Also on the development front, ITC with NRG Energy and York Capital propose a comprehensive integrated energy solution during the quarter for Puerto Rico and Puerto Rico Electric Power Authority, which addresses a unique set of challenges on the island related to their electricity infrastructure and the utilities aging non-MATS compliant generation fleet. While we are in the early stages of this opportunity, we believe there is the potential for significant economic benefits to the customers of Puerto Rico and other stakeholders resulting from our joint proposal. We are excited about the progress we have made to-date with the Lake Erie project and the Puerto Rico opportunities and others. And it is also worth reiterating that we are pursuing these projects in a prudent manner, and these contracted transmission opportunities will start to diversify our transmission revenue stream from one that was historically a totally regulated revenue stream. As we move forward in evaluating and executing on our diverse portfolio of development initiatives, we remain cautiously optimistic about our ability to achieve the development earnings that we offered in our five-year plan. That said, it is quite clear that the timing of the development projects will be heavily back in loaded and the composition of the development spend will likely differ from our initial expectation. Overall, the accomplishments we have made to-date are on track to deliver on our commitments to both customers and investors. I will now turn the call over to Rejji for an update on our financial results and outlook.

Thank you, Joe, and good morning everyone. For the second quarter of 2015, we reported operating earnings of $80.8 million or $0.52 per diluted share, an increase of 13% or $0.06 over the same period in 2014. Reported net income for the quarter was $72.3 million or $0.46 per diluted share, an increase of $18 million or $0.12 per diluted share compared to the second quarter in 2014. For the six months ended June 30, 2015, we reported operating earnings of $153.9 million or $0.98 per diluted share, an increase of 9% or $0.08 per diluted share over the same period in 2014. As highlighted in our first quarter call, absent of Kansas to V-Plan project bonus payment expenses booked in 2015, our year-over-year growth would have been approximately 14%. Reported net income for the six months ended June 30, 2015, was $139.5 million or $0.89 per diluted share, an increase of $16 million or $0.11 per diluted share compared to the same period in 2014. Operating earnings are reported on a basis consistent with how we have provided our guidance for the year and exclude the following items. First, they exclude after-tax expenses associated with the Entergy transaction of approximately $0.2 million in the second quarter 2014. These expenses totaled $0.7 million for the six months ended June 30, 2014. Second, they exclude regulatory charges of approximately $1.1 million or $0.01 per diluted share for the six months ended June 30, 2015, and $0.1 million for both the second quarter and six months ended June 30, 2014. The 2015 charge relates to management's decision to write off abandoned project costs associated with a project at ITC Transmission. The 2014 charge relates to certain acquisition accounting adjustments for ITC Midwest, ITC Transmission and METC, resulting from the FERC audit order on ITC Midwest issued in May 2012. Third, operating earnings exclude after-tax expenses associated with a cash tender offer and consent solicitation transaction for select bonds at ITC Holdings that we completed in the second quarter of 2014. The impact of this item totaled $18.1 million or $0.12 per diluted share for both the second quarter 2014 and for the year-to-date period ended June 30, 2014. Lastly, operating earnings exclude the estimated refund liability associated with the MISO base ROE, which totaled $8.5 million or $0.06 per diluted share for the second quarter of 2015 and $13.3 million or $0.08 per diluted share for the six months ended June 30, 2015. It is possible that upon their ultimate resolution of this matter, we may be required to pay refunds beyond what has been recorded to-date. We'll continue to assess this matter and will provide updates as necessary. For the six months ended June 30, 2015, we reported total capital investments of $331 million, which includes $82.8 million at ITC Transmission, $51.2 million at METC, $182.9 million at ITC Midwest, $10 million at ITC Great Plains and $4.1 million for development and other related to the New Covert project. We remain on track to achieve our full-year capital investment plan for 2015. Moving on to balance sheet related activities. We're pleased to report that in June, ITC Holdings issued debt under our newly established commercial paper program. The program has a maximum issuance limit of $400 million as approved by our board, and we may use borrowings under the revolving credit facility of the parent to repay the commercial paper if necessary. Our strong credit quality coupled with increased brand awareness in the capital markets has enabled us to broaden our access to cost effective capital to the benefit of customers and investors, which clearly demonstrates the benefits of FERC's supportive rate construct. Our liquidity continues to be strong with the total liquidity position of approximately $791 million as of June 30, 2015 which is largely comprised of $778 million of net undrawn revolver capacity. For the six months ended June 30, 2015, reported operating cash flows of approximately $197 million, which is roughly flat with the prior period in 2014. Today, we are reaffirming our 2015 operating EPS guidance of $2.00 to $2.15 per diluted share. Our aggregate capital investment guidance for the year of $710 million to $810 million, and the 11% to 13% compound annual operating EPS growth rate that we forecasted as part of our five-year plan. Once again, all the initiatives and efforts that we have embarked on over the course of the quarter and the year positioned ITC to execute on our near-term and long-term plans. At this time, we would like to open up the call to answer questions from the investment community.

Thank you. Our first question comes from Julien Dumoulin-Smith with UBS. You line is open.

Hi, good morning. Joseph L. Welch - Chairman, President & Chief Executive Officer: Good morning.

Joe, I suppose, couple different questions here. First turning to Puerto Rico, I'm curious, I mean, could you give us a sense of magnitude associated with what's going on down there? Obviously, it's early days, but just provide a little bit of sense of timing and magnitude as you see it today? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, on the magnitude side, I mean, there's literally in excess of 100 miles of transmission that has to be built there. And so I would leave it at that as far as the magnitude goes. On the timing side, that one's a little tougher to really start to predict. Basically, they're still in the throes of working through their bankruptcy process and there's ongoing negotiations. But we're trying to make sure that our project, which by the way to-date we still don't feel we know well and good that it's the best superior project out there. And we've committed that once that project gets initiated, there's a 30-month window until the savings start to accrue. So it's obvious to us that the faster that they get this project going, the faster that they can start to get the savings. And I want to just reiterate to everyone that this is in an area where we're looking at contracted transmission projects to provide that revenue stream, but from the standpoint of the Puerto Ricans, based on public information, this project gives them about a $1.5 billion annual savings in perpetuity. And there's a sufficient savings in the revenue stream to basically pay the debt holders if they want to defer their interest payments and get the pension funds funded back up, and basically still provide for a cost reduction in rates to customers. So we think that they should expedite it, but working with a government agency in bankruptcy has been slow, would be the way to put it, but I think we're going to get clarity around this project by fall of this year.

Actually just to elaborate a little bit, where are the savings coming from? That's just such a staggeringly large number. Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, basically, as I said in my remarks, that basically they have old antiquated oil-fired plants on the island that don't meet current environmental standards, so they have to do something with them. There is an existing LNG port on the south side of the island that LNG port would be upgraded and new high efficiency gas-fired generation installed. Then, of course, then, that's on the south side of the island. Predominantly the load is on the north side of the island. And so the transmission projects are to integrate into from the south side to the north side to move the power. So the savings come from not having to build a new LNG port, the savings come from burning natural gas instead of oil, the savings come from not having to retrofit anything that is there, and all the efficiencies that we can do. The system there also is very inefficient as far as electrical efficiency is concerned. So we will be working to upgrade that too. But savings basically come right out of the gate from the high efficiency gas generation, and its ability to be delivered efficiently to the north side of the island.

Julien, this is Rejji. I think, Joe summed it up pretty well. The only thing I would add to this proposed solution that we've offered in collaboration with NRG and York is that, in addition to offering up CCGT plants, we've also added our – the NRG team has proposed adding utility-scale solar to the tune of 200 megawatts to 400 megawatts. And that coupled with CCGT plants will, in addition of reducing the heat rates as Joe highlighted to which leads to savings, it also gets the existing fleet closer to MATS related compliance, and they obviously had savings there in the form of lower fine. So the utility skills, so, would be the only point I'd add to Joe's comments.

Got it. Excellent. And just turning back to that contracted transmission comment. You obviously made a filing earlier this week at FERC about the treatment on FERC 1000 project. Could you elaborate a little bit on the thought process there, and may be why and specifically if – a little bit of a leading question here. How could that fit or is there any thought process around that with regard to yield curve or REIT structure that that typically see more of the fixed contract to revenues rather than rate-based contract within them? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, in specifically in the filing that we made with the Federal Energy Regulatory Commission, the purpose there is that if you really study in depth, Order 1000, there is a lot left to be said about how effectively can we operate under it, and what are the risks that we operate with when, if and when, you do a win a bid. So the purpose of this filing was to get some clarity around that if you've gone through the bidding process and you are the winner of the bid, then should you be subjected in the future to 206 complaints for rate reduction. So we've had the place where in the perfect world, regulation was supposed to be a surrogate for competition. And so the Federal Energy Regulatory Commission through Order 1000 has said, let's have competition, but it's not clear to anyone here that they've relinquished their rights to have rate regulation after we've gone through competition. And so we want to make it clear and we want to get it cleared that if there is competition and you're the winning bidder, it's over with at that point for rate regulation.

Julien, you also offered a question around a REIT structure, and again, we would have no visibility on how REIT structure would apply to the bidding process. Joseph L. Welch - Chairman, President & Chief Executive Officer: Yeah.

Okay. But just thought process here, maybe is there any view as you making these assets eligible either for yourselves or to monetize into those kind of structures, right? I suppose we've traditionally seen more contracted structures wind up in a non-utility vehicle. Joseph L. Welch - Chairman, President & Chief Executive Officer: I think, Julien, at this point, there's so lack of clarity on how Order 1000 would operate that until we can get total clarity on what that looks like. I don't know that we can apply it to a REIT structure or if it's even applicable to a REIT structure.

Got it. Thank you very much. I'll get back in queue.

Thank you.

Thank you. Our next question comes from Charles Fishman of Morningstar. Your line is open.

Good morning. I'd like to ask a couple questions on the petition earlier this week. I guess, in the petition, you said on a case-by-case if it's denied universally then FERC should take it case-by-case, project-by-project and denying the Mobil-Sierra protection. What project would be denied? I mean, I guess what came to my mind was one where one of the bidders had a very specific advantage, let's say, a right away. Is my thinking correct on that? Is that what you were thinking on this? Joseph L. Welch - Chairman, President & Chief Executive Officer: I honestly don't have the answer to that question. When we made the filing, of course, I sat down with the team and they reviewed the intent of the filing. And then at that point, left it to the attorneys to actually draft it. So you've asked me a question that we'll have to do some follow-up work on, but I don't have answer to that question.

Yeah. And just another question, Joe. As I read through this thing, okay, let's say, you win a BBE and then there's again exemption. And let's say, there is a change of route, add $50 million to the – which was out of your control. How is that $50 million treated then? Do you just get the base ROE plus adders on that extra? Is that what could go on do you think? Joseph L. Welch - Chairman, President & Chief Executive Officer: I don't know.

I'm way ahead of you. Joseph L. Welch - Chairman, President & Chief Executive Officer: I really don't know. I mean, you're asking all the questions that really start to point to all the frailties of trying to build an infrastructure such as transmission in a competitive environment. If you can lock down on all the variables, then we can give you a fixed price bid. Once you add one variable to that, it's virtually impossible. I mean, one of the big unknowns all the time is everybody is talking about change in tax law and all these other things. And I'm sure if they change tax law, people who want to come back and let's just say hypothetically that the government decided lower the tax rate, which could be wishful thinking. But in any event, I'm sure the people immediately would say, well, shouldn't we get the benefits of the lower tax rate since this is an infrastructure that is generally reviewed for as they're probably good. We don't know how that would all operate.

Well, this won't be as interesting as the base ROE, but it's right up there. This will be interesting to see (25:17). Joseph L. Welch - Chairman, President & Chief Executive Officer: I think that you will watch this play out over a long period of time because I've been in this business for 44 years, and I can tell you all the things that have come up in 44 years as to what adds and subtracts from a revenue requirement calculation. And we've just hit the thumbnail on this thing.

Thanks, Joe. That was interesting.

Thank you. Our next question comes from Caroline Bone of Deutsche Bank. Your line is open.

Thanks. Good morning. I was hoping you could provide some clarity on your comments earlier in the call on development CapEx. I guess, should we take that to mean that the $1.1 billion is still intact, it's just shifted to all being 2017-2018 or should we read that some other way? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, I think, first of all, that I don't think I directly addressed the $1.1 billion of CapEx in my prepared comments. So what I have started to absolutely focus on is the earnings that that would have generated. Clearly, if you're moving to an area where you're doing contracted projects as we laid out that really the capital outlay becomes irrelevant in that conversation that we are really mal-working to give you the earnings that we would have forecasted in the beginning. But because of the lack of clarity that is existed now around Order 1000, and also the lack of clarity around by which Order 1000 is going to be implemented, we clearly shifted our gears to go to the contracted transmission projects. And of course, when you're in this business shifting your gears like this on long lead-time projects and permitting then it starts to skew those investment opportunities and earnings opportunities to the back-end of this. Today, we're still cautiously optimistic that we can keep it in the window, but having said that we know that it's going to be back-end loaded for sure.

All right. Then the other question I had was just on the magnitude of the refund liability this quarter. It was bigger than last quarter. Should we just assume that that means you have a slightly more conservative view, or is there something else going on there?

Caroline, the quick answer is, yes. I mean, directionally, we have tried to look at what the third-party witnesses you're representing that TOs have provided to us, and we're trying to make sure that our underlying assumptions for the first complaint and the second complaint align us what we're putting in testimony. And so we're mindful of how the DCF funds have been done by our third-party witnesses and we've layered in some conservatism into the second complaint that's reflected in the current refund liability. What's also noteworthy is that clearly you have an accreting balance of aggregate equity at the MISO-based operating companies that are obviously subject to the complaint. And so those two variables are really what's driving the trend in the refund liability.

Okay. That's very interesting. Thanks very much.

Thank you. Our next question comes from Jay Dobson of Wunderlich. Your line is open.

Hey. Good morning, Joe. Good morning, Rejji. Joe, just following up on the last question that development backlog, does that make it more likely in your view that share repurchases are part of the equation to reach the 11% to 13% range as a matter of getting to the growth? And I'm just reacting to your, sort of, focus away from CapEx and obviously the push in duration of spending, if you will. Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, I think that my push away from CapEx is that, I want to be real clear about this and then I'll get to the share repurchase. My push away from using CapEx is because CapEx in a contracted state doesn't become a relevant issue. We're now at the point where we are looking towards contracted revenue streams to start to fill in in the regulated world. And so you're not going to be out there getting a regulated return on that investment. What you're going to be doing is, you're going to be contracting for your return. And so, from your standpoint, you should be more interested in what we're trying to forecast for earnings rather than what we are trying to forecast for how much we're going to spend. Having said that, on the front of the share repurchases, we have several very, very large projects that we are in the stages of developing. And so right now, it's in our best judgment that we're not going to be pulling in any pin soon on the share repurchase plan albeit the stock at the depressed prices would warrant that maybe we should want to do that, but we actually see enough out there in those years to come where we very well may need this equity to initiate. If we had everything that we had going now in the big projects land, we would need debt equity to get them fully funded and developed in a timely fashion. So we're sitting here very conservatively looking at this. And so we're not planning on generating earnings growth out there with a share repurchase plan right now.

Got you. That's really helpful. And, I guess, I think you're talking about or answering my question which is the sort of the longer term view on share repurchases, but what about the current authorization? I think previously you said you'd completed – it looked like you did about $20 million worth in the quarter. May be sort of clarify what you did in the quarter and what's your expectation is as far as completing the share repurchase authorization?

Yeah, Jay. This is Rejji. There was actually no share repurchase activity in the second quarter. So, of the $250 million of repurchase authorization that we got by the board or from the board in April of last year, we've only executed on $130 million and that was all done in 2014. So we have a balance of $120 million left. As Joe highlighted, certainly we are looking at the share repurchase on the context or relative to some of the larger development initiatives that are outstanding. And while we're not ruling out share repurchases for 2015, we're proceeding with caution because we want to maximize or basically we want to use the excess funding capacity that we have as prudently as possible. And given how sensitive credit metrics can be to share repurchases, we want to make sure that when the time comes to execute in some of these development initiatives, we have enough dry powder available to execute on them.

Got you. That expires at year-end 2015, would you imagine the board extending that just leaving the $120 million out there, sort of may be not indefinitely but into 2016 so you'll have that flexibility or do you imagine it would expire, if not, completed of course? Joseph L. Welch - Chairman, President & Chief Executive Officer: I think that our board, which really does look at these matters in great detail. If we go to them and start to prepare for them the reasons why it should be extended, I'm sure that they'll give us the extension based on what they think is in the best interest of the owners of the company.

Great. Thanks very much. I'll get back in the queue.

Thank you. Our next question comes from Christopher Turnure of JPMorgan. Your line is open.

Good morning, Joe and Rejji. Joseph L. Welch - Chairman, President & Chief Executive Officer: Good morning.

Most of my questions have been answered already, but I just wanted to follow-up on the Puerto Rico potential investment there. You gave a good amount of detail on how to think about what it does for the island and how it helps them. But could you just maybe, from a high level perspective, walk through the risk reward decision there from your seat? Now are you going to put down capital, and then earn kind of a contracted return there that's guaranteed by the state government or the Federal government or the utility kind of revenues collected from customers, how would that work? What's the risk reward? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, I think that I'm not looking for any government agency to give us anything. Basically as I personally view it at this time, and of course, we haven't gotten to the point where we're negotiating anything so all things could change in negotiations. But having said that, I look to the revenue stream that's produced by the electric revenues and that these projects, ourselves with NRG and York Capital, we will basically take our piece of the puzzle out of that revenue stream first, and then pay down and then use that revenue stream then later to pay down debt and do all of the other things we have said. We feel that there's more than an adequate revenue stream coming currently from the electric – there're yet electric rate paying customers on Puerto Rico to fully fund this. It's just a matter of getting set into a priority position, so that we can minimize our risk and actually maximize that. If we can minimize our risk, we maximize their benefits from the project.

Yeah. The only thing I would add to that is that, we have said in Q1, and I'll just echo the comment that we're not going to do anything to materially jeopardize the risk profile of this business. And so we evaluate this opportunity analogous to how we'd evaluate any contracted transmission opportunity. And so if the award is not commensurate with the risk, then we'll walk away and walk away very quickly. So we're looking at this prudently. We obviously realize that there're a lot of folks who feel like they have some claim on the assets here. And so alongside NRG, we're going to think about the way in which we can structure this where we have the contractual protection necessary to spend money there, and a material amount of money. But we're not going to go down there and risk spending assets, and spending a lot of dollars that won't get recovered or will not get a return on investment. So we're mindful of that. And again, if this doesn't look good similar to other contracted opportunities, we'll walk away quickly.

Okay, great. That answers my question. Thanks.

Thank you. Our next question comes from Dan Eggers of Credit Suisse. Your line is open. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): Hi. Good morning, guys. Joseph L. Welch - Chairman, President & Chief Executive Officer: Hi. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): Joe, just on your comments about think about contracted earnings more or so than deployment of capital. This is still going to be a return on capital business, right? Everybody is going to calculate the rates that he or she will end up pay as a function of some sort of a soon return on capital the money you're putting in. Or do you see some of the paradigm shifting as to how you think that the other parties are going to compensate you guys for putting assets to work? Joseph L. Welch - Chairman, President & Chief Executive Officer: Having in different venues, you can take a look at, talk about the Lake Erie Connector. Clearly, if the numbers continue to hold the way we see them today, there's a huge arbitrage potential there for generators. The reason that we don't give out the numbers on projects like that is, because we would like to benefit from that arbitrage value rather than just return it to be a return on capital investment. Return on capital investments, a good business, a good regulated business. But once you start to enter into businesses where you're going to work on contracts, you clearly want to benefit from some of the arbitrage potential, because these investments are large and they carry different risk profile. But clearly, if you can get them into a superior position then they really benefit your risk reward profile. So, we'll clearly look at see where our return is. We've got to clearly make a better return on these projects than what we would have done in the regulated space. But having said that, I don't want to just relegate it down to a return on investment business. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): And, I guess, just from an earnings perspective for you guys, because it's contract, they wouldn't contribute any earnings until they go into service. So if Lake Erie was built 2017, 2018, 2019, and in service in 2019, the earnings contribution wouldn't hit till 2019, so there wouldn't be an AFUDC recognition or anything along the way. Joseph L. Welch - Chairman, President & Chief Executive Officer: That's correct. And that's why we've put the pedal to the metal on permitting and everything else. We think that this is a great experience for us to see how quick we can execute such a project given all the other things that have taken place under Order 1000. I think that we'll bring all of our knowledge space to that. But same thing you can say in Puerto Rico. We said that when we get the go on this, we could have this up and running for them in 30 months. So again it's expedited process.

Dan, this is Rejji. The only thing I would add to that is, clearly, we're still in the nascent stages really of both projects. And then so we have discussions around contracts with perspective counterparties. It's premature to tell when the earnings stream associated with the capital investment will take place and the sequencing around that. But I think Joe's point as well taken that, conservatively, we should assume that we're going to spend the money first and then you make money on it. So there will clearly be some type of drag associated with projects like that. But right now, we're still in the evaluation stage. And specifically for Lake Erie while we still have the open solicitation outstanding until August 21, we won't have visibility on what the economic structure or construct will look like until that's done. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): And then just on the development pipeline, are there projects that are not these contracted assets you see that fill into that bucket? Are we moving from development CapEx in the traditional sense to just the money being is more contracted type of projects? Joseph L. Welch - Chairman, President & Chief Executive Officer: I think as we highlighted when we rolled out the five-year plan in April of last year, I mean we still, 75% of the capital investment program is attributable to traditional regulated projects both in the form of what we call base capital investments, as you know, in regional projects, so that's the lion's share. And now we're starting to look at contracted assets which we view as sort of a natural evolution of portfolio, but regulated will still be part of the equation for sure. We still have three very large systems that need quite a bit of work. We're still looking at a bunch of Order 1000 related opportunities, which would lead to more regulated type business. And we think that these contracted transmission opportunities will also helps up the pipeline. So we're looking at all different types of transmission investment opportunities. And this is just one or at least contracted assets, this is one portion or one component of that strategy. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): Got it. Thank you, guys. Joseph L. Welch - Chairman, President & Chief Executive Officer: Thank you.

Thank you. Our next question comes from Steve Fleishman of Wolfe Research. Your line is open.

Yeah. Hi, good morning. Two questions. First on the two ROE cases. Just to kind of clarify your view on how you're going to deal with this. You're not going to make an adjustment on prospective ROE expectations, and I assume in your guidance until the second case is done. Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, I think where we sit today, we had on July 10, I think, the order came out from FERC which established the procedural schedule for the second complaint. And where we sit at this point, I think, it remains to be seen when FERC will make a decision on that complaint. I mean what we're forecasting at this point is that at some point early case or best case back half of 2016 that may trickle into 2017. And I think where we sit today, we think that that will be at least when they decide what the appropriate ROE will be for the second complaint and we're hoping that we'll also get visibility in the prospective ROE at that point, but it remains to be seen. So I would say that, again prospective ROE is, it could be a while. But that said, I mean, there're going to be clearly data points that we'll get in the interim, the ALJs scheduled to weigh in at least for the first complaint in November this year, for the second complaint likely in June of next year. So there will be data points out there. I'm not sure how much credence you can give to those, but obviously their data points that matter. And then ultimately, FERC will decide where we end up. So we will be mindful of the DCF submission that are provided by all parties, and we'll keep an eye on where we think prospective ROEs are heading, but it'll be difficult for us to start baking in to our forecast where we think it's going to go and we're essentially 18 months away from that timeframe.

Okay. But it's possible, the things like the ALJ in the first case in late this year might be something that you were from an accounting standpoint start reflecting off of or since that's going backward that's not an event or? Joseph L. Welch - Chairman, President & Chief Executive Officer: Like I said, the noteworthy data points, I think, it would be difficult for us to start changing or marking to market, every quarter based on every new piece of information what our underlying refund liability assumptions are, if that's the spirit of the question. We've said, we're not going to disclose what the exact ROE is due to litigation purposes that we're going to be mindful of coming out from the ALJ, from FERC trial staff. And the compliance is also obviously from our own third-party witnesses on the TO side. We're going to take all those data points into account when we feel like we've got good visibility or good field for what either the refund liability underlying assumption should be and/or what the prospective ROEs will be, we'll calibrate accordingly.

Okay. And then just, my other question is just on the growth plan. So I think in the past you've talked about the kind of more traditional CapEx still driving around 10% growth even if the development CapEx doesn't play out. Is that still a good number to be talking about?

Yeah. So as we've said before, the $3.4 billion or 75% of the 2014 to 2018 capital plan should drive 10% EPS growth. We still feel good about that estimate. And clearly, you have some execution risk. And we don't want to sound overly confident in our ability to execute on our projects. But if you look at our track record, we have a very nice track record of getting things done on time and on budget. So we feel like we execute on the $3.4 billion, which is comprised of $2.2 billion of base capital coupled with $1.2 billion of regional projects, we should hit the 10% EPS growth. And so, going back to Joe's earlier comments, if we feel like we can execute on some of these development opportunities that will get us to rest of the way there to achieve the 11% to 13% forecast that we promised in April of last year, and in the absence of executing on those development projects then we start to look closer at value return alternatives like share repurchases to get us the rest of the way there.

Okay. And you guys do think that taking on a little bit of a different profile in these development projects is worthy of – and that incremental growth is worthy of maybe having a little bit of a different risk profile? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, it depends on how you want to view the risk profile. If you view the risk profile of all of the stuff that we literally have put up with of late with ROE complaints, with short or hedge funds going after us, and trying to do everything they can in the regulatory front to have our rate construct altered. If you think building projects where people are telling you, you got to move them 50 miles because of some bird that's flying around out here, is a risk-free business compared to a contract and we're altering that that risk profile. But if you don't have any confidence in contract law and how it's implemented, then you might view this differently. But I will tell you this that every form of business you have whether it's contract law, regulatory law or any other law for doing business, there's risk associated with it. It's up to the management of this company to make sure that we're deploying the owner's capital in such a way that we maximize the returns in a such a way and minimize the risk for that return. But I don't view going to a contracted base is any more risky than it is in any other business. So I don't know we're altering the risk profile. We've been very careful here to talk about this as contracted transmission. This is not build and they will come, this is built it under the guys we have executable contracts, financeable behind what we're doing.

Or they come and then we'll build it. Joseph L. Welch - Chairman, President & Chief Executive Officer: Yeah, they come and we will build it.

Great. Good point. Thank you.

Thank you. Our next question comes from Michael Dandurand with Goldman Sachs. Your line is open. Michael Dandurand - Goldman Sachs & Co.: Hi, guys. Thanks for taking the question. Actually most of them have been answered. The only thing I wanted to quickly touch on was, just your view more broadly of the transmission landscape and to the extent you think that there are other opportunities out there similar to Puerto Rico and Lake Erie. Joseph L. Welch - Chairman, President & Chief Executive Officer: I actually do believe there are other opportunities that are out there, because when you take a look at the changing landscape that is going to be taking place here, especially as we start to implement the new EPA standards and we're going to go through fits and starts and stops on that. I don't believe that there is one silver bullet out here any longer on supplying energy, electrical energy to customers. And so those opportunities are going to start to come working with the more merchant generators as they start to exert their thoughts on how we're either going to use solar, wind or natural gas in this case. And hopefully, we still start to see some development around conventional fuels. But the process by which we're using it is starting. If you watch the FERC orders, they're starting to drive you into a place where there is going to be a nexus, I believe, between the developing generators and the transmission developers to build these big projects because everything is trying to get away from any kind of regulation around these because for some reason, they being the regulators, don't believe that a well-coordinated plan grid is what they want and they're really looking for people to bear more risk rather than putting it in customer rates, but ultimately it'll be back in the customer rates. But I think there'll be a big landscape change on this, and I think it will come at some time in the not-too-distant future. So, lot of transmission is going to be built, but I just think the way by which it's built, it's going to change. Michael Dandurand - Goldman Sachs & Co.: That's great color. I mean, the only thought is just as far as international, did you see other opportunities outside of the U.S. as well or more focused on domestic? Joseph L. Welch - Chairman, President & Chief Executive Officer: Well, I think we've got two now. I mean, the Lake Erie Connector does go into Canada and then we also are in Puerto Rico. We will continue to look at every opportunity that comes in front of us, but right now, we've got quite a bit, but we continue to look and if there's an opportunity and we think it's worth our time and effort, we'll do it.

The only clarifying point, obviously Puerto Rico being a U.S. territory, we're talking about outside the continental U.S. Michael Dandurand - Goldman Sachs & Co.: Got it. Understand. All right. Great color. Thank you very much.

Thank you. Our next question comes from Stephen Byrd of Morgan Stanley. Your line is open. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Hi, good morning. Joseph L. Welch - Chairman, President & Chief Executive Officer: Hi, Stephen.

Good morning. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Wanted to touch based on coordination amongst utilities on larger projects. I mean, given that Order 1000 presents certain challenges, I think you touched on this earlier, Joe, just a little bit, but just wanted to get your view. Is that likely to be a trend in terms of utilities working together to try to come to a regional transmission organization, show a coordinated plan and show why on an aggregate level that makes the most sense. Do you think that's most likely the dominant form of larger scale transmission or are there other approaches that could makes sense? Joseph L. Welch - Chairman, President & Chief Executive Officer: I actually don't think that that will happen, and I will tell you why. That I don't believe that the form of the RTO today is any way, shape or form going to allow that to happen. We have a structure today where the market is integrated with transmission planning. And any time, you have a market integrated with the – and I will use a different term for transmission and I will call the market facilitator, that you're going to find that the people who are invested in the market, the generators, now are going to vote with their wallet to review the market facilitators' plan of action. So while we have this concept that we're going to build this for the common good, actually the facilitation through the RTO process almost sequentially prevents that from happening. To further compound the problem, what we have is when you go across to RTOs, you have to get the other RTOs agreement to basically charge their customers for this transmission line. And so, because the RTO is a voluntary organization, made up of the members who voluntarily want to be in this organization, who pay the bills for the RTO through their bill paying, you'll never find anyone willing to pay or to suffer a bill that then causes their generation not to be able to sell into the market at the highest possible price. I think we've dysfunctionally designed this system and we're reaping the benefits from the dysfunctional design. So, no, I don't think it'll happen. Stephen Calder Byrd - Morgan Stanley & Co. LLC: That's really interesting and helpful color. And are there ways that you can see in terms of Order 1000 or just more broadly transmission planning reforms that that could happen? I know you've already filed some, but I'm just curious at a high level what else can be done to try to improve how transmission planning is actually happening now? Joseph L. Welch - Chairman, President & Chief Executive Officer: First of all, we have to start from the top. It's not complicated, but I don't see anything that's going to get us the avenue to get there. Number one, from the top, we don't have any kind of energy policy that directs people on how to plan. If you are talking about a vacation, and you sit down and just asked yourself, we're going to take a vacation. First question you would want to know is, where are we going? Well, we don't have that because we don't have a policy that tells us where we're going. We dictate things in such a way that there's no policy plan around it. That's number one. Number two, once you have that plan, you have to have a planer that has the broad span of transmission planning and a regional planning. We have started to accomplish that in the RTOs, but we have these artificial borders called RTOs themselves. And so once you cross that line, you're into no man's land and there's no cooperation that I can see really meaningfully taken place across those lines. And if you see it, point it out to me because it's absent to me from the inside. And the third thing you have to have is a cost allocation process that fairly recognizes what takes place across those borders. I think the RTOs have really made some good strides there, but once again you go from RTO to RTO to RTO, and it's all different. If I want to buy bubblegum, I can go in any store and just literally walk up to the cash register and the prices clearly marked I can pay for the bubblegum and walk out of the store. Yet, when we talk about charging for transmission, everybody has a different set of rules and every RTO sort of makes it virtually impossible for someone to go across that RTO line and get this job done. Last but not least, we don't have federal backstop siting authority, so I can go from state to state to state. And as I predicted when they started to play with Order 1000, I said that, you will multiple utilities in multiple states go into their state legislature and trying to block the expansion of transmission being built at regionally by these things called rights of first refusal. And so we're now embedded, I believe now it's up to seven states from, when Order 1000 came in, we have now seven new states that no longer will support anybody coming from the outside to build transmission. So as we continue down this path, I see more vulcanization coming from the design rather than the commitment to build. So hence one more time, why when you look at it the way I see it, you watch our company start to switch and say we're going to need to probably start to look at the contracted transmission path because that's probably going to be the most near-term FERC. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Wonderful insight. Thank you very much.

Thank you. This concludes our question-and-answer session. I would like to turn the call back to Joseph Welch for closing remarks. Joseph L. Welch - Chairman, President & Chief Executive Officer: Yeah. So thank you everybody for the thoughtful questions. We believe that ITC offers a superior value proposition relative to our peers. We're focused on executing our plans to position the company for the near-term and long-term success to the benefit of customers, employees and investors. And one more time, thank you again.

This concludes our call. Anyone wishing to hear the conference call, replay available through August 4, can access it by dialing 855-859-2056 toll-free or 404-537-3406, passcode 66293148. The webcast to this event will also be archived on ITC website at itc-holdings.com. Thank you, everyone, and have great day.