Good day and welcome everyone to the ITC Holdings Corp. first quarter 2009 conference call. Today's call is being recorded. For opening remarks and introductions, I’d like to turn the call over to Pat Wenzel. Please go ahead.

Good morning and thank you for joining us for ITC's 2009 first quarter earnings conference call. Joining me on today’s call are Joseph Welch, Chairman, President and CEO of ITC; Edward Rahill, our former CFO, who was recently appointed President of ITC Grid Development; and Cameron Bready, our new Senior Vice President, Treasurer and CFO. Last night, we issued a press release summarizing our first quarter 2009 results. We expect to file our Form 10-Q with the Securities and Exchange Commission today. Before we begin, I would like to remind everyone of the cautionary language contained in the following 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 are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent our outlook only as of today. While we believe that these statements and their underlying assumptions are reasonable, investors should know that actual results may differ from our projections and expectations because they are based on current facts and are subject to risks and uncertainties. A discussion of the risks inherent in our business that could cause these differences may be found in certain documents filed with the SEC such as, our Form 10-Q expected to be filed today; our other periodic reports filed on Forms 10-Q and 10-K as well as our other SEC filings. You should consider these risk factors when evaluating our forward-looking statements. We disclaim any obligations to update or alter our forward-looking statements except as required by law. At this time, I’d like to turn the call over to Joe Welch.

Thanks, Pat. We are obviously pleased with our 2009 first quarter financial results. In spite of the difficult economic environment in which we are operating ITC continues to deliver value for our shareholders. Our performance through these challenging times serves as the testament to the resilience of our business model. In the first quarter of 2009, ITC experienced increased earnings compared to the first quarter of 2008. Importantly, ITC is generating quality income and results and our liquidity and ability to finance is strong. Cameron will discuss this in more detail following my remarks. As I've noted many times before ITC is committed to operational excellence and continues to work towards its goal of best-in-class operations. Based on the 2008 SGC Statistical Services Transmission Reliability Benchmark Study, our Michigan systems achieved top decile performance for sustained outages, and ITCTransmission was top decile in momentary outages, while METC was top quartile. The 2009 study is not yet complete, but based on our continued improvement in reliability, we expect to remain a top performer and for ITCTransmission to be one of the best performers in the study. This is a direct result of the investments we've made in the system over the last six years and correlates strongly with the length of time we have operated these systems. ITC's Midwest system, which ITC began operating and maintaining in December 2008 has a history of poor outage performance, third quartile or worse. ITC is focusing on system improvements and maintaining activities or maintenance activities in order to reduce the number of outages and improve reliability. Over the next several years ITC will strive to improve the Midwest system performance to be a top performer like it is in the Michigan system. At this time, when critical infrastructure security is a national priority, ITC…

Thanks Joe and good morning. Let me first note how pleased I’m to have joined the ITC team. I look forward to contributing to the ongoing success of the company and continuing to work closely with the investment community going forward. In the first quarter of 2009, ITC reported net income of $28.7 million or $0.57 per diluted share. This compares with net income of $27.5 million or $0.52 per diluted share in the first quarter of 2008. The key drivers that contributed to the $3.2 million or $0.05 per diluted share increase in first quarter earnings, compared to 2008 include an increase in net income due to higher rate base at ITCTransmission, METC, and ITC Midwest, partially offset by lower AFUDC earnings. Total capital investments for the quarter were $85.2 million, which includes $20.4 million, $31.0 million, and $33.8 million for ITCTransmission, METC, and ITC Midwest respectively. Net income also benefited in 2009 due to the lower interest expense at ITC Holdings. The first quarter of 2008 had higher interest expense as a result of the $765 million bridge facility that was outstanding most of January associated with the ITC Midwest acquisition. On January 24, 2008 we repaid the full amount outstanding under the bridge facility using the proceeds of ITC Holdings 385 million senior notes, the ITC Midwest 175 million first mortgage bonds, and the issuance of 6.4 million shares of common equity. These increases in net income in 2009 were partially offset by higher non-recoverable G&A expenses including development expenses at ITC Great Plains, ITC Grid Development, and ITC Green Power Express. Diluted earnings per share increased due to the higher net income partially offset by the impact of higher weighted-average shares outstanding as a result of the equity issuance I just mentioned. I would note that…

Thank you. (Operator Instructions). And we'll take our first question from Dan Eggers with Credit Suisse. Dan Eggers – Credit Suisse: Hey good morning.

Good morning.

Good morning Dan. Dan Eggers – Credit Suisse: Joe, can you just talk a little about of what you guys see, going on in Washington right now? I know that Bingaman's plan has been moving around a little bit as far as what he wants from transmission, which you guys have been involved in from a conversation perspective and what you think is most important to advancing kind of some of the big projects you are talking about?

Well I think there is two items that are floating around, and they both are going to have some form or another of implications as to how all the games or projects if you will, will play out in the future. But I truly believe that, I'll start with one that I think I have the best handle on. I hope it comes out this way now, but is that they are going to deal with the issue around sighting. I have heard a lot of issues back and forth on sighting, but I think the sighting issue will get dealt with I believe that they will have a role and involvement with the states, and the states will get the first bite of the apple if you will, to sight these major regional transmission projects. With then FERC getting real backstop sighting authority if the state fails to deliver within a prescribed timeframe. And I think that a state giving a no to sighting is not an issue that came up, will not be an acceptable outcome. I think everybody truly realizes that if we're going to change the energy climate in this country, we have absolutely got to get regional transmission built and it has to be sighted. The second thing is, they will deal with the cost allocation. And again, I think that they're going to make some positive step forward. I don’t think that we're going to get the position that we hold to be the one where everyone across the United States all pays for the transmission upgrades. I think they'll go to a more specific regional approach. I think ultimately we'll get to where we think it has to be, but we're probably ahead of the game on that one. I think they'll also deal with the coordination of planning, not putting in place a quote regional planner, but absolutely having the RTOs bring the plan up through the process and ultimately having FERC deal with them. So, I think we're going make good progress. I'm very optimistic. Dan Eggers – Credit Suisse: Joe, what are you seeing as far as the willingness between the different ISOs to work together both by way of you kind of rate setting and sighting authority?

Well, I think the ISOs are in a position where they have to work together. Regardless of all of the politics that go on, I think that in the end the ISOs will have to ultimately come to FERC and it will be settled there. They are regulated by FERC, as we all know, and I think FERC will get that last vote. So, if there is any dissension or lack of coordination or cooperation across the RTO scenes, FERC will be in a position to settle that. And again, I think we'll get the right answers. Dan Eggers – Credit Suisse: And I guess I might have just heard this wrong. But you said, I thought that you were waiting on MISO to say that Green Power Express was not economic so then you could go to FERC for a final decision. Did I hear that differently on the call today?

Well, I think that what we said and what I said is – I think you may have – I don't know exactly how I said it at the time. When we look at MISO, they have a protocol for regional cost sharing in their RECB 1 and 2 and we didn’t think that it would pass that test because that test is a very prescriptive test. Most of the things that Green Power Express does is not even permitted in the test. And not only that, then it has have a 3 to 1 benefit cost ratio and payback in three years. And so if you put all those test on anything it’s never going to pass you couldn’t build anything in this country with that cost benefit test. Green Power Express, as all of the other projects that we have put forth under the RTO guys, will have positive cost benefit, but not they don't pass that test. Dan Eggers – Credit Suisse: So, then, or you wait for MISO to say, you don't pass the tes, and then you go to FERC, right?

Well I think what we’re really waiting for is that waiting for MISO to get done with their study to show that it has cost benefit and we will go to FERC. And I don’t view that that's going to be all that longer for process. I think that what people have to realize is that they’re literally thousands upon thousands of megawatts of high-quality, low-cost renewal energy to be developed in the Dakotas, and these people are wanting to move forward so I think there is a lot of pressure on everybody to get this thing done. Dan Eggers – Credit Suisse: Okay. Thank you.

We’ll go next to Leon Dubov, Catapult Capital. Leon Dubov – Catapult Capital: Hi good morning.

Good morning, Leon.

Good morning. Leon Dubov – Catapult Capital: Two questions one is I guess this KETA approval really brings you guys kind of pretty close to construction I just want to understand what’s left there with the exciting steps and when you think you could start putting some iron in the ground.

Hi Leon this is Ed. And how are you? Leon Dubov – Catapult Capital: Hi Ed.

Basically, there are additional steps that have to occur. We have to complete a process at SPP where the Board has voted on the balance portfolio of project the assignment now goes back to the staff, who will basically put an order out and give notices to construct sometime before the end of the second quarter. At that time we will complete our final regulatory at the KCC in Kansas to basically all the Is and the Ts. And we will then be waiting for KCC to give a final order on the sighting of our first phase of the KETA line that was identified in this call that we expect to happen sometime by mid-July. Assuming all that goes as planned, we should in a position at the completion of that final order to begin the process of preparing for construction. Leon Dubov – Catapult Capital: Okay. If we are kind of in the September, October timeframe you should even if we assume some small delays you should be approaching construction at that point?

If everything goes as planned and there are no regulatory hiccups, which we don't anticipate, but I want you to be clear that there are additional steps that have to be completed. Second half of the year of starting to make progress on KETA would be expected. Leon Dubov – Catapult Capital: Great and…

I think we would actually be putting iron in the ground. Leon Dubov – Catapult Capital: Well that's fine.

But we will be acquiring land and rights away and that… Leon Dubov – Catapult Capital: Okay meaning you would at that point be spending capital dollars and kind of getting the formula rate return on it…

Yes, starting to.

Yes, starting to. Leon Dubov – Catapult Capital: Okay. And I know you went through this kind of quickly on what the development costs are that could be capitalized. Could you just repeat that for me and also what were the actual totals for the first quarter of 2009 for those cost?

This is Cameron, Leon. Leon Dubov – Catapult Capital: Hi, Cameron.

What we have spent to-date in Great Plains developing both the KETA and V-Plan project are $7.7 million. Leon Dubov – Catapult Capital: Okay.

And as I noted in my prepared remarks we do have in the FERC 205 order regulatory asset treatment for those costs. The accounting treatment of those costs and the regulatory treatment of those costs are slightly different, I’ll note. The accounting treatment is one that's based on probability of recovery, versus the FERC saying we will allow you to track these through a regulatory asset and then come back to us for recovery. Leon Dubov – Catapult Capital: Okay.

Our ITC Great Plains in particular we put a couple of other conditions upon ourselves in our 205 filings and it relates to recovering those costs. So, once we had determined that we think one is probable, we’ll meet those conditions and that will it’s we recover those costs, then we would capitalize that $7.7 million through March 31, 2009 and whatever other additional costs would be spent up until that point by booking that as a regulatory asset and then hitting expense for a credit for that total amount. Leon Dubov – Catapult Capital: Okay.

Given the what happen or what transpired at the SPP Board meeting the other day that’s clearly a positive step in that direction. So, we are anticipating as Ed said as things continues to move down the track in terms of the regulatory approvals as we expect that we would be in a position hopefully in the second quarter or early the third quarter to be able to do just that. Leon Dubov – Catapult Capital: So, if you’re just building the KETA projects and let’s say you lose on the V-Plan, you could still capitalize this $7.7 million.

That’s correct. Yes. Leon Dubov – Catapult Capital: Okay and then for Green Power Express, you said it was 1.3. Did I get that correctly?

Yeah, that’s correct, it’s 1.3 million through March 31, 2009. Now again the same probability standards apply and given Green Power Express's stage of development relative to ITC Great Plains, we would expect it to still be some time before we would be capitalizing those costs. Leon Dubov – Catapult Capital: Got it. What were total development costs in the first quarter of ’09.

I don’t think I have that off the top of my head. I believe if I’m not mistaken it’s in the neighborhood accumulatively 3 to $3.5 million but I can come back to you with the more definitive number, but I think it’s in that neighborhood. Leon Dubov – Catapult Capital: Okay. Thank you very much.

You’re welcome.

We’ll go next to Neil Kalton with Wachovia. Neil Kalton – Wachovia: Hi, good morning everyone.

Good morning Neil.

Good morning. Neil Kalton – Wachovia: Just a question on the KETA project a follow-up. Should we now assume given what the SPP has blessed, that this will be constructed at 345kV? I know there had been some discussions at doing it at 765?

Yes. The SPP has taken all the projects that we’re in the balance portfolio approved them at 345. I was asked the Board meeting and the Board was concerned that there is a need for a 765 overlay sometime down the road and that we were not building a line that would be basically abandoned if the future 765 system is approved by SPP. The SPP planning steps explained that the KETA line would have the ability to serve as a feeder line into wind gathering systems that would support a future 765 if that plan ever happened. So, in other words yes it is a 345 they are still studying a parallel line system at 765, but have not reached a conclusion on that planning study. Neil Kalton – Wachovia: Okay. And then the cost estimate that SPP put out of 237 million I think that differs slightly from some of the guidance you put out last number. Is that a number that we should use?

That number is the complete lines through Axtell up in Nebraska, which includes an additional 35-mile extension past the Kansas-Nebraska border. Right now we are using based on SPP information approximately a 200 million estimate for the line. However, be advised, none of these lines have actually been constructed in SPP. So, actual numbers could differ based on estimates of construction cost, material, and land acquisition. Neil Kalton – Wachovia: Okay and then last question, a little bit different, on just financing plans. I noticed that the equity ratio stands right now at about 29% the markets have been reasonably constructive and open to utilities right now in terms of equity. You've got these plans kind of coming to fruition. Any sort of high level thoughts on equity needs, might you push forward things that you had previously thought you would need for a year or two, might you think about doing a little bit earlier?

We'd continue to look at that and right now we don't have any plans definitively on what we're going to do and probably are going to leave it that way, until we absolutely have to do it. If you look it like KETA plan for instance, and you look at everything else, we've run capital programs, that money doesn't hit us all in one year. We do have construction work in progress on this project. So, my feeling is, is that if we have to go into the equity market it would be a very small offering, at the best.

I think when we look forward in time, using the estimates that Ed mentioned for KETA, clearly, our need to tap into the equity markets is going to be much more dependent upon what happens with V-Plan. And as Joe just mentioned I think any equity need that we would have would be relatively small, given our internal cash generation. We remain protective of the balance sheet, but again in projecting forward expect the capital spend, our own internal cash generation, looking to maintain that targeted capitalization ratio, I think our expectation is that any need would likely be, any equity need over the next 12 months to 18 months would like be relatively small. Neil Kalton – Wachovia: And would that likely be met through the continuous equity program that you have?

I think it depends on the state of the markets at the time in which we need the equity quite frankly. So, I wouldn’t say that we would definitively go that route. That's clearly a good program that’s available to us. I think quite frankly our goal would be to be very transparent with the market in terms of what equity we think we might need and when we might need it. So, as and when our plans crystallize more in terms of what the financing need will be, we will be more transparent in terms of the market, in terms of what our expectation and need will be. How we actually go out and execute, obviously, I think we will wait and assess the stability of the markets at the time we need the equity. Neil Kalton – Wachovia: Okay. Thanks very much.

(Operator Instructions). We'll take our next question from Yiktat Fung with Zimmer Lucas Partners. Yiktat Fung – Zimmer Lucas Partners: Good morning. Congratulations on a solid quarter.

Good morning. Thank you. Yiktat Fung – Zimmer Lucas Partners: First of all, I would like to go back to the Green Power Express and the MISO study that's being done on it. So, you're saying that, you're waiting for MISO study out to analyze the cost benefits, and then afterwards you are going to FERC. What are you requesting at FERC for this project?

Well, at FERC we would be requesting cost allocation. Yiktat Fung – Zimmer Lucas Partners: Okay.

And of course you've got running on a parallel track right now a legislation that's going to address cost allocation. So, all of these things are going to come together pretty much same time and point. The current cost allocation that exists in MISO that was approved by their members is one that just isn't workable through the people in the states where this project is going to pass because there's very large benefits with this program, and these benefits are dispersed all over through the region in a not-linear fashion. Yiktat Fung – Zimmer Lucas Partners: I see. And going on to the potential revenue accruals to I guess plug the gap between your cash revenues and the revenues that you are allowed, how much do you expect that to be in 2009?

We don't have a forecast on that right now, but I will tell you this. Our goal is to minimize it. Yiktat Fung – Zimmer Lucas Partners: Okay. And then finally I think you mentioned that there is some $35 million project that you expect to come online in 2012. Is that project already in the base plans? [Multiple Speakers]

The Hugo to Valiant.

The Hugo to Valiant, our estimate on that, again, subject to actual construction costs, is approximately $30 million. Yiktat Fung – Zimmer Lucas Partners: Okay.

And if you're referring to base plan, it is not in any forecast for which the company has released prior to this period Yiktat Fung – Zimmer Lucas Partners: And where exactly is that? Which system?

This is basically in Oklahoma. Yiktat Fung – Zimmer Lucas Partners: Okay.

And it's a system other that is a line and a station that has been assigned to us by Western farmers, a co-op in Oklahoma. Yiktat Fung – Zimmer Lucas Partners: Okay. Thank you. Thank you very much.

Thank you.

Thank you.

There appears to be no further questions in the queue at this time. I would like to turn the conference back over to Pat Wenzel for any additional or closing remarks.

This concludes the question-and-answer portion of our call. Before I end the call, I’d like to thank everyone who participated today. Anyone wishing to hear the conference call replay, available through May 8, 2009 should dial toll free 888-203-1112 domestic or 719-457-0820 international. The passcode is 8144728. The webcast of this event will also be archived on the ITC website, at https://investor.itc-holdings.com. Goodbye and have a great day.

This concludes today’s conference. We thank everyone for your participation.