Good day and welcome everyone to the ITC Holdings Corporation Fourth Quarter 2008 Financial Results conference call and webcast. This call is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to Ms. Pat Wenzel, Director of Investor Relations. Please go ahead, ma'am.

Good morning or afternoon, and thank you for joining us for ITC's 2008 Fourth Quarter Earnings Conference Call. Joining me on today's call are Joseph Welch, Chairman, President and CEO of ITC; and Edward Rahill, our Senior Vice President and CFO. Last night, we issued a press release summarizing our fourth quarter and full year 2008 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 would like to turn the call over to Ed Rahill to discuss the financial results.

Thanks, Pat. We are very pleased with our strong 2008 financial results. In spite of a difficult economy and turbulent financial markets ITC continue to deliver a value to our shareholders. In the fourth quarter of 2008, ITC reported net income of $27 million or $.54 per diluted share. This compares with net income of $15.6 million or $.36 per diluted share for the fourth quarter of 2007. ITC report a net income for the full year of 2008 of $109.2 million or $2.19 per diluted share. This compares with net income of $73.3 million or $1.68 per diluted share for the same period in 2007. Net income for the year was higher than our earnings guidance of 210 to 212 primarily due to higher rate base, an increase in allowance for funds used during construction, or AFUDC, as result of the higher expected capital expenditures in the fourth quarter. Key drivers that contributed to the 2008 financial results compared to 2007 include capital investments for the year of 121.8 million, 121.1 million, and 156.5 million respectfully for ITC Transmission, METC, and ITC Midwest. Increased income from ICC Midwest in 2008 as a result of the acquisition of Interstate Power and Light, or IPL Transmission Assets, closed in December of 2007. Higher rate base at ITC Transmission in Minsky, higher financing costs at ITC Olsings to fund the acquisition of IPL's transmission assets and to fund the capital expenditures, higher weighted average diluted shares outstanding, and higher development expenses at ITC Great Plains in ITC grid development. It should be noted in 2008 capital investments at ITC Midwest included approximately 65 million of start up expenditures such as new vehicles, warehouses, tools, equipment, and IT costs to integrate ITC Midwest operations into our Novit (ph) control center. In addition, ITC…

Thanks Ed. I think we can all agree that 2008 was a great year that we are happy to have behind us. The turmoil in the capital markets and economy provided significant challenges for businesses and the investment and financial communities. The S&P 500 index realized a 37% negative return for the year, which is the worse year since 1931. ITC fared much better with only a negative return of 20.7% to our shareholders. In spite of this upheaval ITC continues to deliver financial results for its shareholders as Ed has just outlined. This demonstrates that ITC business model is predictable and stable. The fact our business model is so successful that others are trying to emulate it. However, they won't be able to achieve the same results because they are not independent from market participants. Furthermore, our model enhances our ability to raise funds in these difficult times so that we can continue to pursue our mission of investing in the electric transmission grid to improve reliability and provide access to reliable non-discriminatory competitive and low cost energy and to facilitate the entrance to renewable energy into the transmission grid to support our nations emerging energy policy. In addition, to our strong financial results ITC realized other significant accomplishments in the fourth quarter of 2008. On December 15th, ITC Midwest assumed operational control of more than 4,500 miles of 69KV and above transmission lines and 208 sub-stations acquired last year from Alliant Energies Interstate Power and Light Company operating subsidiary. ITC Midwest assumed control room operations from American Transmission Company which had been operating the system on IPEL behalf since January 2001. ITC Midwest is now operating the system out of its Novi, Michigan operations control center. Assuming operational control means that ITC Midwest will be responsible for operating…

There has been a notable increase in the dialogue around the need to invest in regional high voltage transmission and remove the impediment to building this needed transmission. ITC is uniquely positioned and qualified to play a large part in the super regional transmission build out as evidence by our announcement unveiling the Green Power Express. A 3,000 mile 765KV, high-voltage backbone transmission, which would facilitate the movement of 12,000 megawatts of power from the wind abundant areas of the Dakotas and Minnesota and Iowa to the Midwest load centers such as Chicago, South Eastern Wisconsin, Minneapolis, and other states that demand clean renewable energy. This new project addresses the recognized lack of electric transmission infrastructure, an infrastructure that is needed in order to integrate renewable wind energy. ITC has made a substantial commitment in studying this project. We believe that with support from the FERC and state regulators and with an approved regional cost allocation method and streamline siding we can move from concept to initial construction activities in less than two years. ITC believes that many of the existing impediments of the Green Power Express such as cost allocation and sighting will likely be addressed by Congress this year as part of an energy bill. Stay tuned, 2009 should be another eventful year for ITC, and we are excited about the opportunities ahead of us. At this time I would like to open the call to answer any questions from the investment community.

Thank you, sir. (Operator Instructions). Okay, we will take our first question from Yiktat Fung, Zimmer Lucas Partners. Yiktat Fung – Zimmer Lucas Partners: Good morning, congratulations on a great year.

Oh, thank you, good morning. Yiktat Fund – Zimmer Lucas Partners: Good morning. I was wondering if you would mind breaking out the development expenses for 2008 and also what is embedded in your guidance for 2009?

We don't make a habit of breaking out those development expenses. As I'm sure you can appreciate that a lot of people who might be out there in the marketplace today, are trying to zero in on how big a commitment we are making to these activities. Just let it be said that we're very focused on these activities and we tend to be successful. But for specific line items on that one, we've given you our overall guidance and we've given you what I consider to be a good conservative look at how we look at 2009. Yiktat Fund – Zimmer Lucas Partners: Fair enough. Can you also discuss financing needs at the holding company level for 2009? And also whether or not the company plans to use any of that those Seal's (ph) agency financing agreement that the company has in place?

Yes, at the holding company we expect a minimal financing. We have a standard policy of when our revolvers get to a specific level of activity, we convert them over to long-term debt. And that is something we historically have been doing and as I had commented in my – and we will be doing that in '09. As I commented in my section, based on historical experience, we don't believe we will have any problem in that standard refinancing. We will be looking at our revolver capacity to making sure it's adequate and it's possible that if we decide to later on in the year we will maybe increase it by a factor of $30 to $50 million but when that decision is made we will announce that. Yiktat Fund – Zimmer Lucas Partners: And what about the (inaudible)?

The agency financing? Yiktat Fund – Zimmer Lucas Partners: Yes.

If you are referring to the government stimulus we do – the safe financing – I'm sorry now I understand the agency financing question. No, we do not anticipate that we will need to issue any additional equity at this time given the capital level of expenditures. I think we stated back in September that we do not expect over the 10-year plan to have to issue little or any additional equity to meet our $3 billion goal. The caveat would be there if we were fortunate enough to have some large projects come online in the next two years through development, then that would be an option, but that would only be executed because we had a large opportunity to pursue. Yiktat Fund – Zimmer Lucas Partners: Thank you very much, that was very helpful.

We will take our next question from Dan Eggers, Credit Suisse. Dan Eggers – Credit Suisse: Hi, good morning.

Hi, good morning Dan. Dan Eggers – Credit Suisse: I know you are not going to give us a number on the development expense and I'm not going to try to ask for it that way. But in your guidance for 2009, are you assuming that there's – you will spend money to pursue the Green Energy Express and the Kansas project and the Michigan 765? All those development expenses none of those will be capitalized meaning you assume they are capitalizing projects to get approved where you would be able to dump some of those expenses this year?

Well I don't make that assumption that first of all we have laid out a budget. We have filing for the Federal Energy Regulatory Commission right now on Green Power Express. Specifically, to talk about that level that in the development side where we would capitalize. To be candid, we have put a lot of effort into Green Power Express and it is just absolutely a terrific project. I think if you listened in when we gave the press release on it, you would agree. Since that time we have done more work on Green Power Express and the results are even more stunning than the first study. So to answer your question in our first filing, we've laid out our plan. We are going to use some of the money for a threshold amount and then after that if we are in a serious development than at that point we will look to capitalize that. And that will go through a full hearing process. Dan Eggers – Credit Suisse: Is there precedence to be able to capitalize the development expenses or is this just another one of the kind of more innovative things you are pursuing to help make this more (inaudible).

Well, I think that others have started to lay out the need. You know when you start to embark on a project that is the magnitude of Green Power Express of course then, what the regulators have to look at is what is the fair treatment for that. And once we get through the initial processes of getting the project reviewed by an independent planner and we you know then get something like a green light from the Federal Energy Regulatory Commission to move forward to build. I don't think anything after that is speculation that were and then yes, we probably will try to recover all those costs.

Two dollars and twenty and 2,030 do not assume any recovery. We think that we need to be prudent with that guidance because it hasn't occurred yet. So I think – does that answer your question? Dan Eggers – Credit Suisse: So if you do get – if the FERC does come your way on this then actually earnings would go up for '09?

Well, the FERC Dan Eggers – Credit Suisse: Yes, most comfortably…

But then we have to meet certain milestones on the project. And so its best understand that is upside but we can't promise we're going to deliver until we actually start the projects under way. Dan Eggers – Credit Suisse: Okay, and then on just on a policy perspective, Joe, I would assume that your announcement probably got a lot of attention in D.C. Where do you see language being written right now and when do you think we're going to see you know activity in either the House or the Senate on actually changing FERC Sighting Authority?

Well, I, you know, the thing I repeatedly tell people, Dan, is, sighting is an important issue but to us it's not the most important issue. And it's not the number one impediment into getting big regional transmission projects built. What – but to be more specific to your question the – its my understanding and we're working on it right now that language is being shopped around and I think people are anticipating by mid-year we're going to have energy legislation out here. Sighting is one of the major issues. The other major issues is how do you get something like a Green Power Express, which again you know based on our second independent evaluation that we've had done by outside consultants who's confirmed the first one and in fact added some more points that we didn't know that even make it a better project. How do you get that approved? What's the planning process to get it approved? A current RTO process really doesn't address something like Green Power Express. We think that process needs to be modified to so that it can. And secondly, we're still talking about cost allocation. And I think those are the two issues that are in front sighting as far as being able to move forward. Having said all that I'm really optimistic that with the pending climate change that the President said he wanted focused on right now. The fact that the Green Power Express specifically addresses that issue and gets to the heart of bringing renewable online in a really planned cost efficient manner, we're going to see a lot of good activity for Green Power Express. Dan Eggers – Credit Suisse: I guess just one more question. Since this was announced, do you have any updates on additional partners who are in support of your project who could be working with you guys, or what's in your call volume from other munis and coops who might be showing an interest in working with you?

I think that we have openly said, and I want to say it again here, that all of the people who are affected by Green Power Express, whether we've talked to them or are in the processes of talking to them, we have had a tremendous amount of support. We want them to all be partners in this line. We think that, one, it's good for the country. It should be good for all of the intervening utilities in the path. We want to make it that way, and we want to make it work with the RTO process that's in existence today. And we also want it to have those partners at the state level, and we're working through that process right now so that we can get a streamlined sighting, with or without legislation. Dan Eggers – Credit Suisse: Thank you, guys.

Thank you.

We'll take our next question from Scott Thomas, Neuberger Berman. Scott Thomas – Neuberger Berman: Morning guys. A couple of questions have been answered, but I just had one follow up. Can you remind us if your formula rate tariff allows for any exposure to the decrease through puts or peak levels on the systems, either in ITC Classic or in the Midwest?

No, actually our tariff, the way it works, is in the terms of the new language that people are using, is a decoupled tariff. So it's not volume-sensitive. But it does allow you for a true-up in a future year, so if you're under-collected, we have to move to a future year to recollect. The fact is that I want to believe that we in the company have done a really good job on forecasting and will do an even more aggressive job on making sure that we adhere to budgets so that true up amount that we're going to be going after is going to be minimized. We don't feel that it would be prudent for us to have a true-up number out there that is going to put anything at risk, especially in the turbulent economy that we have. So we're going to be very diligent about watching that. And I think we've done a good forecast, but we're on top of it right now and we'll keep it that way. But the specific answer to your question is no, we're not volume-sensitive. Scott Thomas – Neuberger Berman: Did you have, just from what you saw, maybe in the last half of the year, particularly as in Michigan. Did you see any evidence that maybe those loads were falling behind your forecast and that maybe they'd have to catch up in '09, or expectation that '09 was below your original forecast?

Right now, with our forecast, we look like we're pretty close. This is a day-by-day look and see. I'm not sitting here nervous about our forecast yet, but I tell you this, I watch everything that I can to make sure, and I try to listen to everybody who's in the business tell me – we try to get as much data as we can to make sure that we're on top of it. Normally, I wouldn’t be quite as alerted to it as I am this year, but I've got myself and the whole management team, we look at this truly on a bi-weekly basis. Scott Thomas – Neuberger Berman: Great. Thanks, guys.

Yes.

(Operator Intsructions). We'll go next to Steve Gambuzza, Longbow Capital. Steve Gambuzza – Longbow Capital: Good morning, Joe.

Good morning. Steve Gambuzza – Longbow Capital: I wanted to ask about your comments regarding potential legislation regarding cost allocation. It seems like there's been some progress at the RTO level with respect to cost allocation. And there's been progress elsewhere in the Northeast regarding some innovative ideas on how to get economics projects built. I was just wondering if you could kind of summarize where things are and how the federal government might play a role in this?

Well, we believe – and this will be kind of a longwinded answer – but I think it's important that everyone understands why we take the position that we do, and what we think the right answer is. That where we're at in the country today, and you hear it a lot in the political speeches that are given, no matter what or no matter whose energy plan that you read, whether it's Google's or FedEx's or T. Boone Pickens, everyone is saying that we need to get a high voltage transmission system built to address national security for energy, to address climate change, to integrate new sources of generation into the grid, to move it long haul from Point A to Point B. None of these issues are a local, state-by-state or a regional issue. None of them are just the Northeast problem, and none of them are just the Southwest problem or vice versa. Climate change, imported oil, national security, energy security, energy sustainability, independent – those are all national issues. When we look at this, we start to realize that resources are not distributed evenly across the country. The load is not distributed evenly across the country, and the problems aren't evenly distributed across the country. And the high voltage grid should be built to serve all people, all energy, and to make it equally available to all, and to address these questions. Based on that, we look at the mechanism that was used to fund the federal highway system, and what we have is a levelized gas tax across the country for the federal system. And we think that one tariff for transmission should be the same thing for the whole country. Sub-regional is sub-optimal. All of these regional things are trying to get around specific questions on who pays the benefits for everyone. The problems are everyone's and we need to address it with everyone paying. So we support what's called a postage stamp rate, which basically says that all people are going to pay the same amount of money for transmission, and then it's our job to make sure that they all get the benefit as quickly as possible. Steve Gambuzza – Longbow Capital: Do you feel like there's like-minded people in Washington (inaudible) some of our policies?

I think that, on a broad basis, there is, but when we get down to state-by-state level, there's a total lack of understanding of what's going on. And so I think that this issue is, for someone like myself who's been in this business for so long, this issue is really crystal clear and simple to understand. But when we get it into the political veg-o-matic, it really gets confused. And I really hope to spend a lot of my time, personally, to make sure that we can try to help clarify this for our politicians because this is one issue we've got to get right, and absolutely have got to get it right. Steve Gambuzza – Longbow Capital: You mentioned in your remarks that you interconnected 800 mega watts of wind in Iowa in 2008. And with the increased likeliness of an RPS prospectively, could you comment on what the CapEx of those interconnections were in 2008? I think in your analyst day you identified something on the order of $400 million as a reasonable estimate for generator interconnections over the next ten years. Could you comment on how that maybe has evolved, given the developments?

Well, we have looked at this, and what we laid out on the analyst day was something in the neighborhood of around $40 million a year. One of the things that I really am trying to get people to focus on and really take a hard look at is that if we were to build Green Power Express, that number changes. And it changes significantly because, literally, Green Power Express starts to eliminate a lot of the stuff that we're doing. I had an opportunity absolutely yesterday when another consultant came in. He started to lay out maps for us of all the interconnection lines that are being build in the Midwest Region to interconnect this wind. And honest to God, it looked (inaudible) at an Italian diner. It just criss-crossed all over, and then when you put the Green Power Express on there, you eliminate all of this hodgepodge lack of foresight planning, interconnected one at a time mentality. And it made a smooth transition. The map looks clean. interconnected one at a time mentality. And it made a smooth transition. The map looks clean. It effectuates things. So we're going to continue to integrate those renewable resources as they come. And that $40 million is kind of a number that seems to be in the ballpark in the average. Hopefully we'll get the go-ahead on Green Power Express quickly this year, and at that time we'll see a marked change in how we're going to do business. Steve Gambuzza – Longbow Capital: Could you comment on what it was in '08?

I don't have the exact number. I believe it was in the 20s. The number that we were quoting to you was a estimate that our planning group did over tens years, that if we didn't have the Green Power Express we just had a standard structure in pathways we have now, that we would see that we would have the capacity to do about 40 a year. The reason why we introduced the Green Power Express is that we feel that that reveals the fundamental weakness of the existing infrastructure, and that there's a lot more wind in there that needs to be interconnected. So while I don't have the exact number in front of me, the order of magnitude of what I just said in the high 20s I think represented what we saw in Iowa. Steve Gambuzza – Longbow Capital: Thank you very much.

Thank you.

We'll take our next question from Renee Reynolds, Gilder Gagnon Howe. Renee Reynolds - Gilder Gagnon Howe & Co.: Hi. Good morning.

Good morning, Renee. Renee Reynolds - Gilder Gagnon Howe & Co.: Could you just give us a quick update on the progress at the AEP joint venture? I think previously you guys said you were hoping to give us some sort of update by the end of '08.

Well, the update at the end of '08 is the update here in early '09, is that we are in negotiations. And I don't say that tongue in cheek. I personally had several meetings regarding this. But the fact is, to be really specific about it, is that I don't know how we complete one negotiation absent looking at the big picture of everything that we're involved in versus the things that they're involved in. And so the negotiations are a little more complicated than just looking at the Great Lakes Line. Renee Reynolds - Gilder Gagnon Howe & Co.: Okay. Got it. And then can you just kind of inform me, what would the process for Green Power be like if you don't some of the expedited sighting and/or cost allocation methodology that you're looking for?

Well, let's just run down what I consider to be at a high level, all of the things that we're looking for. Of course, we have already submitted the Green Power Express to the Midwest Independent System Operator, MISO, to review (inaudible). And we would be looking to get a report from them as quickly as possible. Now realize that this is a pretty complex line. We spent quite a bit of time designing it so, in fairness to them, they've got to get a fair look at it. In the meantime, we're looking to FERC to start to give us the kind of direction on the rate-making mechanism so that we can start, really, what I call the next level in negotiations with all of the partners we want to bring on board, so they'll know, financially, what they're investing in and what their opportunities are, and all of the wherewithal, okay? So that everybody wants to get their computer out and run a spreadsheet model on how it affects their company, and we need that clarity from FERC so that they can input those numbers. The next process after that would be that – well, we're doing these, first of all, concurrently, and then we would look for that report to come out of the Midwest operator that's going to.... In all candor, after I got the second independent consultant's study on Green Power Express, I'd be shocked if their results are any different than the other two. And that they're going to report that this line has great benefit, that this line is not going to only enable wind generation to be interconnected. What it's going to really do is get such access to such low cost wind that it actually is lower cost per kilowatt hour…

Yes.

We have no further questions at this time. I'd like to turn the conference back over to Ms. Wenzel for any 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 March 5, 2009, should dial toll free 888-203-1112 domestic, or 719-457-0820 international. The passcode is 9787241. The webcast of this event will also be archived on the ITC website at https://investorsatitc-holdings.com. Goodbye, and have a great day.

This concludes today's conference. We thank everyone for their participation.