Good day, everyone and welcome to the ITC Holdings Corp. second quarter 2009 conference call. Today's conference is being recorded. At this time I'd like to turn the conference over to Ms. Pat Wenzel. Please go ahead, ma'am.

Good morning and thank you for joining us for ITC's 2009 second quarter earnings conference call. Joining me on today's call are Joseph Welch, Chairman, President and CEO of ITC; and Cameron Bready, our Senior Vice President, Treasurer and CFO. Last night, we issued a press release summarizing our results for the second quarter and the first six months of 2009. 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. The second quarter of 2009, ITC experienced another period of strong operational and financial performance. Our earnings growth continues to be driven by our investments and our transmission system which provide significant benefits for our customers such as increased reliability, enabling the interconnection of new renewable resources, lower system losses and reduced congestion. Our investment also supports our commitment in operational excellence which is demonstrated by the results of the 2009 SGC Statistical Services Transmission Reliability Benchmark Study that was released in May. ITCTransmission was the best overall system in sustained outages and overall momentary outages. This represents a considerable improvement over 2006, the first year that ITCTransmission participated in the study when it ranked #7 in both sustained and momentary outages. In the 2009 study METC ranked in the top decile and was seventh in both sustained momentary outages. By comparison in the 2006 study which was also the year in which we acquired the METC system it ranked in the third quartile for sustained outages on its 345 kV system. These outages improvements are significant are directly related to the investments we have made in our system and correlate closely with the length of time we have owned these systems. They also speak to ITC's capabilities as an operator and our commitment to developing robust and reliable transmission systems for the benefit of our customers. ITC Midwest system has a history of poor outage performance, third quartile worst. As we continue to invest capital in the ITC Midwest system and make the improvements that we committed to when we acquire this system we expect it to become a top performing system consistent with our experiences at ITCTransmission and METC. However, as with those systems will take many years of sustained effort on our part. In addition…

Thanks, Joe and good morning. Turning now to our financial performance in the second quarter of 2009 ITC reported net income of $30.8 million or $0.61 per diluted share. This compares with net income of $28.7 million or $0.57 per diluted share in the second quarter of 2008. Net income for the six months ended June 30, 2009 was 59.5 million or $0.17 per diluted share compared to 54.2 million or $0.09 per diluted share for the same period last year. The key elements that contributed to the increases in net income and earnings per share in the second quarter and year-to-date results compared to the corresponding period in 2008 include an increase in net income due to higher rate base at ITCTransmission, METC, and ITC Midwest, in both the quarter and year-to-date periods resulting from continued investment in our transmission systems. These increases in net income were partially offset by higher non-recoverable G&A expenses including development expenses at ITC Great Plains, ITC Grid Development, and Green Power Express for both the quarter and six months ended June 30, 2009. In addition, in the second quarter of 2009, the increases were also offset partially by higher interest expense resulting from higher borrowing levels to finance our capital expenditures. I would like to remind you that effective January 30, 2009, ITC adopted Financial Accounting Standards Board's staff position number EITF 03-6-1, which modified the calculation of basic and diluted earnings per share including the treatment of restricted stock. The implementation is this new pronouncement reduced 2009 basic and diluted EPS by approximately $0.01 for the second quarter and reduced both basic and diluted EPS by $0.02 for the six months period ended June 30, 2009. In addition although the required retroactive application did not resulted a change to either basic or…

Thank you sir. (Operator instructions). And we will take our first question from Daniel Eggers from Credit Suisse, please go ahead.

Hi, good morning.

Good morning Dan.

Just for clarity real quick on the reg asset with the moving cost to rate base adjustments, $0.08 of that number I would think of is non recurring in the future, I mean, I shouldn’t assume that, that benefit stays that was kind of an unique catch-up this year?

Correct.

Okay. But the $0.03 is kind of an ongoing cost that should be avoided in the future?

Well, let me be clear on the $0.03 stand, $0.02 of the $0.03 relates to cost that we have incurred already in 2009 and a penny relates to remaining cost in 2009 that we expect to book to this regulator asset. Now bearing in mind the regulatory asset only relates to cost that would have otherwise been expense. We had already assumed in our forecast for 2009 that by Q3 our rate for KETA would be effective or rate for ITC Great Plains would be effective and therefore we would be able to either expanse through our wait or capitalize preconstruction costs associated with the KETA project. So we only expect about another penny of benefit in 2009 for the regulatory asset because for the balance of 2009 we had already assumed that we will be capitalizing the cost associated with the KETA project.

Okay, so just to make sure the way I am thinking about is, the thing about 10 and 11 and beyond, $0.08 of this year’s earnings range is kind of a catch up from prior periods, right, so far anything about whether a baseline should be for next year you had net this down as by $0.08 starting point, is that fair?

Yes, I think that’s fair.

Okay. On the Michigan opportunity kind of with you the size of the wind resource they are talking about in the state any ballpark on how much CapEx you guys think you spend there and given the size as your great enthusiasm for this to be a larger project and maybe even want the state renewable targets were?

I don’t think at this time until the board meets and the Public Service Commission really rules on where we're at that we are in a position to give any guidance. The different wind zones in Michigan were dispersed through the state and depending on what they pick to develop first entirely develop it will really dictate the plan that our planning people have to submit. At this point its speculative I can tell you this that you know, the Governor of the State has been pretty forthright and aggressive on wanting to push for wind development in the state and that will continue and we have supported that and when we get clarity on this, consistent with our practices that we need to announce something and said expectations at a different level we would be out there and then tell you exactly what happens, but don’t expect anything until probably at the end of the third quarter.

And then I guess Joe just kind of you guys were fairly blunt in your views on (inaudible) since that has been past whatever in the conversations you had with Members of Congress and are you finding willingness or interest in the House to be more supportive of transmission or is going to have to be really a Senate led proposition?

Probably in all candid or probably have to be Senate led. The fact is that there was a big build up of momentum around the energy package and since we are now focused on healthcare its really kind of set on the backburner, we continue to stay vigilant and still hopeful that, one of the pieces that from my own standpoint that I would like to see past assure would be they are pleased to get the Federal Energy Regulatory Commission, the backstop siding authority that would probably be the one thing that streamlines things the most but we have stayed the course on all our projects and have shown that we can execute and with or without the legislation and so we view the legislation as an enabler to maybe expedite, but you know candidly, we are on target before we wanted to be day one.

Are you people thinking that ‘09 looks hard of it the optimistic for '10 or any views on how many you might see something get understood to make the whole process little easier?

I think our people were telling us that best case is going to be the fall.

Best case is fall?

Yes.

And then that the hog just one last question is with pulling forward some of the Iowa spending, is that more spending that you found that you didn’t anticipate or you guys just bringing up CapEx those expected to lease it out later?

Well basically what you have there is as we have laid out our and then I said in my discussions there we have our three-pronged growth strategy and the continual driver in Iowa for the increase is in the fact that we have these wind generators coming on that, we can plan the system, but we don’t plan wind generators, they plan themselves and so we knew that there was going to be a big element out there and this continued to be a big element. The system in and of itself out there of course is not a very good performing system and it needs a lot of work so the further you go on that system the more you find but the fundamental driver has been the wind.

So the answer is just as added as to what you thought the original plan?

Yes.

Dan, this is Cameron, I think we continue to see the opportunity to interconnect wind generating resources particularly in Iowa as being significant and obviously our goal is to be as responsive to their needs as we can be. And so to the extent that they are prepared to interconnect and want to move forward and have what they need to move forward we are obviously working diligently that to accommodate that and that's largely was driving the increase in capital spend in 2009.

Got it. Thank you guys.

Yes, thank you Dan.

Our next question comes from Neil Kalton with Wells Fargo, please go ahead.

Hi, good morning everyone.

Good morning Neil.

Good morning Neil.

Just a question on M&A, you mentioned in your comments that you are always looking to do that, have you seen any increased interest on the part of utilities to explore M&A given the current economic environment?

No, I think the fact is that these opportunities come up with different times, but we are not telegraphing that we have anything out there today, bluntly we don’t.

Okay, and then the second question on Oklahoma, you're pushing forward that you had a valiant line. Also wonder if you can maybe comment on potential future opportunities there obviously you're moving forward with the V-Plan in Kansas there is that southern portion Oklahoma, maybe Texas, is there an opportunity for you to play a role in that build out as well?

Oh, absolutely I mean that's why we are there. ITC Great Plains is focused on the SPP build out and when we went and started ITC Great Plains three years ago the fact it was that the SPP or the Southwest Power Pool have started to do high voltage overlay planning and that is one of the fundamental criteria that you absolutely have to have the regional planning authority have got to have done some thing and SPP candidly they are the leaders in the United States of planning and so we were there, and all of these projects were going to come to fruition as they work themselves through their planning process so we look that as a very fertile ground for high voltage overlay work and we intend to be a player.

Is it safe to assume that the talks are being sort of the SPP are there discussions with the utilities in Oklahoma as well going on would that be…?

Well, we are constantly in discussion with the SPP Utilities because we believe that the right way to do this is going to be through partnerships, this is got to be regionally coordinated and there is no way any one end you can do that.

Okay, thanks a lot.

(Operator instructions). And our next question comes from Leon Dubov with Catapult. Leon Dubov – Catapult: Yes, Hi, good morning?

Good morning Leon.

Good morning. Leon Dubov – Catapult: I just wanted to double-check one thing how much have you guys spend so far in these costs so potentially be capitalized for the Green Power Express line?

As of June 30, Leon, its $2 million on Green Power Express. Leon Dubov – Catapult: Is there any other development cost that are being spent that have not yet been capitalized in Kansas and outside of Green Power Express?

There are, we have a development initiative that looks at a variety of different opportunities, so there are dollars that we spend in both Kansas, pursuing ITC Great Plains activities in Oklahoma and other part of SPP as well as for Green Power Express as well as looking at other opportunities that we may pursue. Through June 30, 2009 we had spent I think $5.5 million on development activities and that’s across the board that’s everything. Leon Dubov – Catapult: That $5.5 million includes the stuff you've capitalized in Kansas?

No, the $5.5 million was a June 30 number that includes everything we had spent in 2009. Leon Dubov – Catapult: Well like I said that’s everything you spend that has not been capitalized?

Well nothing was capitalized to June 30, we didn’t book the regulatory asset until July. Leon Dubov – Catapult: Oh I see.

So everything as of June 30 had been expense. Leon Dubov – Catapult: Okay, and how about prior to 2009?

In terms of how much development dollars we have spent? Leon Dubov – Catapult: Yes, how much total spent.

I don’t have that number in front of me. Leon Dubov – Catapult: Okay, may we could circle back on that. Thank you.

Sure.

Our next question comes from Rashi Bilowani [ph] with Achofen [ph]. Rashi Bilowani – Achofen: Hey guys, how are you?

Just fine, good morning, Rashi.

How are you. Rashi Bilowani – Achofen: Just a follow-up question for you on the development costs, in Kansas, will you be able to capitalize development cost this year with the V-Plan and some of the other projects or is it very sensitively out today all that you would be able to capitalize if you're following the…?

Yes, the V-Plan has a separate regulatory asset or would have a separate regulatory asset associated with it. We will make the same assessment with regards to V-Plan as we would and have with respect to KETA so as going forward when we reach a point where we believe that the asset would be recoverable we will record the asset for V-Plan until such time the development cost associated with V-Plan that otherwise would have been expense will continue to be expensed until we are comfortable in booking the reg asset. Rashi Bilowani – Achofen: Okay, and in 2009, what do you expect the development cost for the V-Plan to be?

We haven't historically and not really in a position today to disclose forward-looking expectations around what our development dollars are. We are happy to share historical amounts as we have today, but we generally have shied away from trying to sensing those as to where we're spending our development dollars and how much we're spending and what our focus is. Rashi Bilowani – Achofen: Okay, and then the year-to-date you have the number they approach to spend time the V-Plan?

Not, as I said, we spent $5.5 million year-to-date I don’t have the V-Plan as a specific component of that. But I can say that something we can circle back on. Rashi Bilowani – Achofen: Okay, no worries. And second question in terms of the Green Power Express how should we think about the portion that ITC had self-fulfilled as you are adding partners for example you just added a partner, I mean, ITC will spend and repay flat or just your thoughts around there?

Well it was never anticipated that on the total projected cost for Green Power Express is $12 billion and we have never anticipated that we would be the sole funders of that. We've said that we wanted partners for several reasons, one it’s the only way that project of that scope is going to work, and two, candidly, to have the kind of financial diversity and give other people the opportunity to invest and earn on that project like ITC this has got to be built the partnership expanding seven states and multiple utilities and without that kind of going forward regional transmission just not going to work. Rashi Bilowani – Achofen: Okay, so should I think of it is if ITC has six or seven partners that the pie would be split as many ways is that over too rough to way to think of it?

Impossible to forecast from this position, the fact is that, as the partnership develops and what we have done with the partners to-date is each one has kind of given as an indication of their capacity to invest when we get to the (inaudible) where we're at. Rashi Bilowani – Achofen: Okay, so with the reason one was there a dollar amount discussed as far as how much they would put in or is it?

We just don’t disclose that stuff at this point. Rashi Bilowani – Achofen: That’s fine. Okay, thank you, guys.

And our next question comes from Renae Reno [ph] with GGHC [ph], please go ahead. Renae Reno – GGHC: Hi, good morning, this one is a follow-up on the prior question, can you address how you are going to structure with your partners so that you maintain independence or is there an indication that you will be able to give the ownership interest up to the particular percentage account as independent?

Well, we will have it structured to be independent I think that the only way of regional transmission facilities is going to work is for to be independent of market participant. I am sure that's the only way that each investor entity will be comfortable that no one is given preference over another and that's at the regional level where we would hope to have postage stamp allocation that other people are going to want to make sure that projects like Green Power Express or independent of market participants for operational reasons and for market reasons. So the structuring we haven't laid that out for people we're working with the partners to do that, but the ultimate goal is it will be independent and found to be independent by FERC.

Hi, Renae this is Cameron, part of the rationale behind the limited partnership structure was to create a vehicle by which general partner can be an independent entity that operates day to day activities of the business and was designed to preserve the independent model while still allowing us to accommodate bringing in partners in the transaction. Renae Reno – GGHC: Okay. I think I understand that. And then can you just kind of touch on how you see a road to fruition for Green Power Express action broader federal legislation?

Well I think the first thing we have laid out is that we are still waiting for the Midwest independence system operator to evaluate the benefits of the project. Once those benefits are evaluated we will have to take their report because that would be the one that’s probably the most impacting evaluated and then we will make our next step moving forward but that will happen and ultimately it will result with filing with the Federal Energy Regulatory Commission to make their determination on it. Renae Reno – GGHC: Okay. Thank you.

And there are no further questions. I would like to turn the conference back over to Ms. Wenzel for any closing or additional comment.

This concludes the question and answer portion of our call. I would like to thank everyone for participating today. Anyone wishing to hear the conference call replay available through August 13th 2009, should dial toll free 888-203-1112 domestic or 719-457-0820 international. The pass code is 7604250. The webcast of this event will also be archived on the ITC Web site at https://investor.itc-holdings.com Good bye and have a great day.

And that concludes today's teleconference. Thank you for your participation.