UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-K/A


(Mark One)


þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011


OR


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number: 001-32576


ITC HOLDINGS CORP.


(Exact Name of Registrant as Specified in Its Charter)


Michigan(State or Other Jurisdiction ofIncorporation or Organization)32-0058047(I.R.S. EmployerIdentification No.)


27175 Energy Way


Novi, Michigan 48377


(Address Of Principal Executive Offices, Including Zip Code)


(248) 946-3000


(Registrant’s Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act:


Title of Each ClassCommon stock, without par valueName of Each Exchange on Which RegisteredNew York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:


None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes þ No o


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No þ


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information, statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerþAccelerated fileroNon-accelerated fileroSmaller Reporting Companyo(Do not check if a smaller reporting company)


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ


The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2011 was approximately $3.7 billion, based on the closing sale price as reported on the New York Stock Exchange. For purposes of this computation, all executive officers, directors and 10% beneficial owners of the registrant are assumed to be affiliates. Such determination should not be deemed an admission that such officers, directors and beneficial owners are, in fact, affiliates of the registrant.


The number of shares of the Registrant’s Common Stock, without par value, outstanding as of February 17, 2012 was 51,345,012.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the Registrant’s definitive Proxy Statement for the Registrant’s 2012 Annual Meeting of Shareholders (the “Proxy Statement”) filed pursuant to Regulation 14A are incorporated by reference in Part III of this Form 10-K.








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EXPLANATORY NOTE


This amendment to our Annual Report on Form 10-K for the year ended December 31, 2011 , which was filed on February 22, 2012 , is being filed solely to provide Exhibit 23.1 Consent of Deloitte & Touche LLP relating to the Registrant and subsidiaries which was furnished to the Registrant at the time of filing and included in the exhibit index to the Form 10-K, but was inadvertently omitted from the filing due to a clerical error. No items in the Form 10-K are affected by this omission and therefore no item in the Form 10-K is being amended hereby. All information in the Form 10-K speaks as of the date of filing except as expressly set forth therein and the Registrant has not undertaken to update any of the disclosures therein to reflect any events that occurred at a date subsequent to the date of filing.


SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Novi, State of Michigan, on September 13, 2012 .


ITC HOLDINGS CORP.By:/s/ Cameron M. BreadyCameron M. BreadyExecutive Vice President and Chief Financial Officer(principal financial officer and principal accounting officer)


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EXHIBITS


The following exhibits are filed as part of this report and incorporated by reference to the filing indicated. Our SEC file number is 001-32576.


Exhibit No.Description of Exhibit23.1Consent of Deloitte & Touche LLP relating to the Registrant and subsidiaries31.1Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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