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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number: 001-32576
 ITC HOLDINGS CORP.
  Michigan
    
    32-0058047(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)
 27175 Energy Way
Novi, MI 48377
 (248) 946-3000
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



ITC Holdings Corp.
Form 10-Q for the Quarterly Period Ended March 31, 2009
 INDEX
 PagePart I. Financial InformationItem 1. Financial Statements
    
    
    4Condensed Consolidated Statements of Financial Position (Unaudited)
    
    
    4Condensed Consolidated Statements of Operations (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28Part II. Other InformationItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    31Item 5. Other Information
    
    
    31Item 6. Exhibits
    
    
    32Signatures
    
    
    33Exhibit IndexEX-31.1EX-31.2EX-32
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DEFINITIONS
  ITC Holdings Corp. and its subsidiaries
 
    
    ITC Great Plains are references to ITC Great Plains, LLC, a wholly-owned subsidiary of
ITC Grid Development, LLC;
    
    ITC Grid Development are references to ITC Grid Development, LLC, a wholly-owned
subsidiary of ITC Holdings;
    
    Green Power Express are references to Green Power Express LP, an indirect wholly-owned
subsidiary of ITC Holdings;
    
    ITC Holdings are references to ITC Holdings Corp. and not any of its subsidiaries;
    
    ITC Midwest are references to ITC Midwest LLC, a wholly-owned subsidiary of ITC
Holdings;
    
    ITCTransmission are references to International Transmission Company, a wholly-owned
subsidiary of ITC Holdings;
    
    METC are references to Michigan Electric Transmission Company, LLC, a wholly-owned
subsidiary of MTH;
    
    MTH are references to Michigan Transco Holdings, Limited Partnership, the sole member
of METC and a wholly owned subsidiary of ITC Holdings;
    
    Regulated Operating Subsidiaries are references to ITCTransmission, METC, and ITC
Midwest together; and
    
    We, our and us are references to ITC Holdings together with all of its
subsidiaries.
 Other definitions
 
    
    Consumers Energy are references to Consumers Energy Company, a wholly-owned subsidiary
of CMS Energy Corporation;
    
    Detroit Edison are references to The Detroit Edison Company, a wholly-owned subsidiary
of DTE Energy;
    
    DTE Energy are references to DTE Energy Company;
    
    FERC are references to the Federal Energy Regulatory Commission;
    
    IP&L are references to Interstate Power and Light Company, an Alliant Energy
Corporation subsidiary;
    
    kV are references to kilovolts (one kilovolt equaling 1,000 volts);
    
    kW are references to kilowatts (one kilowatt equaling 1,000 watts);
    
    MISO are references to the Midwest Independent Transmission System Operator, Inc., a
FERC-approved RTO, which oversees the operation of the bulk power transmission system for a
substantial portion of the Midwestern United States and Manitoba, Canada, and of which
ITCTransmission, METC and ITC Midwest are members;
    
    MW are references to megawatts (one megawatt equaling 1,000,000 watts);
    
    NERC are references to the North American Electric Reliability Corporation;
    
    NOLs are references to net operating loss carryforwards for income taxes;
    
    RTO are references to Regional Transmission Organizations; and
    
    SPP are references to Southwest Power Pool, Inc., a FERC-approved RTO.
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ITC HOLDINGS CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
 March 31,
    
    
    December 31,(in thousands, except share data)
    
    2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    26,823
    
    
    $
    58,110Accounts receivable
    
    
    60,026
    
    
    
    57,638Inventory
    
    
    29,422
    
    
    
    25,077Regulatory assets- Attachment O revenue accrual (including accrued interest of $1,823 and
$1,637, respectively)
    
    
    37,424
    
    
    
    22,301Other
    
    
    6,594
    
    
    
    4,147Total current assets
    
    
    160,289
    
    
    
    167,273Property, plant and equipment(net of accumulated depreciation and amortization of $944,475
and $925,890, respectively)
    
    
    2,369,835
    
    
    
    2,304,386Other assetsGoodwill
    
    
    951,319
    
    
    
    951,319Intangible assets (net of accumulated amortization of $6,806 and $6,050, respectively)
    
    
    51,601
    
    
    
    52,357Regulatory assets- Attachment O revenue accrual (including accrued interest of $1,377 and
$1,512, respectively)
    
    
    72,900
    
    
    
    81,643Regulatory assets- Acquisition adjustments (net of accumulated amortization of $23,740 and
$22,393, respectively)
    
    
    79,318
    
    
    
    80,665Other regulatory assets
    
    
    40,580
    
    
    
    39,848Deferred financing fees (net of accumulated amortization of $7,300 and $8,048, respectively)
    
    
    20,893
    
    
    
    21,410Other
    
    
    19,841
    
    
    
    15,664Total other assets
    
    
    1,236,452
    
    
    
    1,242,906TOTAL ASSETS
    
    $
    3,766,576
    
    
    $
    3,714,565LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    63,803
    
    
    $
    79,403Accrued payroll
    
    
    4,542
    
    
    
    10,331Accrued interest
    
    
    15,661
    
    
    
    37,779Deferred income taxes
    
    
    11,223
    
    
    
    6,476Accrued taxes
    
    
    16,462
    
    
    
    18,104Refundable deposits from generators for transmission network upgrades
    
    
    11,895
    
    
    
    8,701Other
    
    
    2,850
    
    
    
    5,384Total current liabilities
    
    
    126,436
    
    
    
    166,178Accrued pension and postretirement liabilities
    
    
    25,342
    
    
    
    24,295Deferred income taxes
    
    
    158,066
    
    
    
    144,889Regulatory liabilities
    
    
    198,374
    
    
    
    196,656Other
    
    
    21,183
    
    
    
    5,231Long-term debt
    
    
    2,291,315
    
    
    
    2,248,253Commitments and contingent liabilities(Note 9)STOCKHOLDERS EQUITYCommon stock, without par value, 100,000,000 shares authorized, 49,742,769 and 49,654,518
shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively
    
    
    851,851
    
    
    
    848,624Retained earnings
    
    
    94,821
    
    
    
    81,268Accumulated other comprehensive loss
    
    
    (812
    )
    
    
    (829
    )Total stockholders equity
    
    
    945,860
    
    
    
    929,063TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,766,576
    
    
    $
    3,714,565
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ITC HOLDINGS CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 Three months endedMarch 31,(in thousands, except per share data)
    
    2009
    
    
    2008OPERATING REVENUES
    
    $
    155,941
    
    
    $
    141,914OPERATING EXPENSESOperation and maintenance
    
    
    23,741
    
    
    
    21,455General and administrative
    
    
    19,893
    
    
    
    17,982Depreciation and amortization
    
    
    26,548
    
    
    
    22,324Taxes other than income taxes
    
    
    11,098
    
    
    
    10,885Total operating expenses
    
    
    81,280
    
    
    
    72,646OPERATING INCOME
    
    
    74,661
    
    
    
    69,268OTHER EXPENSES (INCOME)Interest expense
    
    
    31,593
    
    
    
    30,770Allowance for equity funds used during construction
    
    
    (2,766
    )
    
    
    (3,096
    )Other income
    
    
    (683
    )
    
    
    (514
    )Other expense
    
    
    864
    
    
    
    841Total other expenses (income)
    
    
    29,008
    
    
    
    28,001INCOME BEFORE INCOME TAXES
    
    
    45,653
    
    
    
    41,267INCOME TAX PROVISION
    
    
    16,928
    
    
    
    15,746NET INCOME
    
    $
    28,725
    
    
    $
    25,521Basic earnings per common share (Note 6)
    
    $
    0.58
    
    
    $
    0.53Diluted earnings per common share (Note 6)
    
    $
    0.57
    
    
    $
    0.52Dividends declared per common share
    
    $
    0.305
    
    
    $
    0.290
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ITC HOLDINGS CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Three months endedMarch 31,(in thousands)
    
    2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    28,725
    
    
    $
    25,521Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization expense
    
    
    26,548
    
    
    
    22,324Attachment O revenue accrual  including accrued interest
    
    
    (12,088
    )
    
    
    (18,222
    )Deferred income tax expense
    
    
    16,245
    
    
    
    14,423Allowance for equity funds used during construction
    
    
    (2,766
    )
    
    
    (3,096
    )Other
    
    
    2,333
    
    
    
    3,855Changes in assets and liabilities, exclusive of changes shown separately:Accounts receivable
    
    
    (2,314
    )
    
    
    (2,790
    )Inventory
    
    
    (4,345
    )
    
    
    2,110Regulatory assets- Attachment O revenue accrual including accrued interest
    
    
    5,712
    
    
    
    Other current assets
    
    
    (2,447
    )
    
    
    (3,151
    )Accounts payable
    
    
    (941
    )
    
    
    3,369Accrued payroll
    
    
    (4,588
    )
    
    
    (3,512
    )Accrued interest
    
    
    (22,118
    )
    
    
    (8,935
    )Accrued taxes
    
    
    (1,642
    )
    
    
    (847
    )Other current liabilities
    
    
    (2,537
    )
    
    
    425Other non-current assets and liabilities, net
    
    
    1,699
    
    
    
    3,206Net cash provided by operating activities
    
    
    25,476
    
    
    
    34,680CASH FLOWS FROM INVESTING ACTIVITIESExpenditures for property, plant and equipment
    
    
    (104,687
    )
    
    
    (94,564
    )ITC Midwests asset acquisition direct fees
    
    
    
    
    
    
    (933
    )Net cash used in investing activities
    
    
    (104,687
    )
    
    
    (95,497
    )CASH FLOWS FROM FINANCING ACTIVITIESIssuance of long-term debt
    
    
    
    
    
    
    557,895Repayment of long-term debt
    
    
    
    
    
    
    (765,000
    )Borrowings under revolving credit agreements
    
    
    142,771
    
    
    
    164,500Repayments of revolving credit agreements
    
    
    (99,792
    )
    
    
    (173,200
    )Issuance of common stock
    
    
    1,031
    
    
    
    308,904Dividends on common stock
    
    
    (15,169
    )
    
    
    (14,319
    )Refundable deposits from generators for transmission network upgrades
    
    
    21,516
    
    
    
    3,583Repayment of refundable deposits from generators for transmission network upgrades
    
    
    (2,291
    )
    
    
    Debt issuance costs
    
    
    (142
    )
    
    
    (4,123
    )Other
    
    
    
    
    
    
    (734
    )Net cash provided by financing activities
    
    
    47,924
    
    
    
    77,506NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (31,287
    )
    
    
    16,689CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    58,110
    
    
    
    2,616CASH AND CASH EQUIVALENTS  End of period
    
    $
    26,823
    
    
    $
    19,305
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. GENERAL
    Supplementary Cash Flows Information
 Three months endedMarch 31,(in thousands)
    
    2009
    
    2008Supplementary cash flows information:Interest paid (net of interest capitalized)
    
    $
    52,653
    
    
    $
    37,729Supplementary non-cash investing and financing activities:Additions to property, plant and equipment (a)
    
    $
    38,893
    
    
    $
    38,156Allowance for equity funds used during construction
    
    
    2,766
    
    
    
    3,096
 
 (a)
    
    Amounts consist of current liabilities for construction labor and materials that have not
been included in investing activities. These amounts have not been paid for as of March 31,
2009 or 2008, respectively, but have been or will be included as a cash outflow from investing
activities for expenditures for property, plant and equipment when paid. 2. RECENT ACCOUNTING PRONOUNCEMENTS
 FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities
 Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities Participating Securities and the
Two-Class Method under FASB Statement No. 128
 Statement of Financial Accounting Standards No. 141(R), Business Combinations
 Business Combinations
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Statement of Financial Accounting Standards No. 157, Fair Value Measurements
 Fair Value Measurements Effective Date of FASB Statement No. 157
 Fair Value Measurements
 Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133
 Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133 Accounting for
Derivative Instruments and Hedging Activities
 FASB Staff Position FAS 132(R)-1, Employers Disclosures About Postretirement Benefit Plan Assets
 Employers Disclosures About Pensions and
Other Postretirement Benefits  an amendment of FASB Statements No. 87, 88, and 106
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3. INTANGIBLE ASSETS
  (in thousands)2009
    
    $
    3,0252010
    
    
    3,0252011
    
    
    3,0252012
    
    
    3,0252013
    
    
    3,0252014 and thereafter
    
    
    37,232Total
    
    $
    52,357
 4. REGULATORY MATTERS
 ITC Great Plains
   
    
    the establishment of regulatory assets for start-up and development costs of ITC Great
Plains and pre-construction costs specific to the KETA Project and the Kansas V-Plan to be
recovered subsequent to a future FERC filing;
    
    an incentive return on common equity of 12.16 percent;
    
    inclusion of 100 percent of construction work in progress in rate base;
    
    abandoned plant recovery, in the event either the KETA Project or the Kansas V-Plan
must be abandoned for reasons outside of ITC Great Plains control; and
    
    capital structure comprised of 60 percent equity and 40 percent debt.
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Green Power Express
   
    
    the establishment of a regulatory asset for start-up and development costs of Green
Power Express and pre-construction costs for the project to be recovered subsequent to a
future FERC filing;
    
    an incentive return on common equity of 12.38 percent;
    
    inclusion of 100 percent of construction work in progress in rate base;
    
    abandoned plant recovery, in the event the project must be abandoned for reasons
outside of Green Power Express control; and
    
    use of a hypothetical capital structure comprised of 60 percent equity and 40 percent
debt until any portion of the Green Power Express project is placed in service, at which
date the actual capital structure, expected to be 60 percent equity and 40 percent debt,
will apply.
   Dismissal of Complaint of IP&L
   Attachment O Revenue Accruals and Deferrals
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Accounting by Rate-Regulated Utilities for the Effects of Certain
Alternative Revenue Programs
  (in thousands)
    
    ITCTransmission
    
    
    METC
    
    
    ITC Midwest
    
    
    TotalBalance as of December 31, 2008
    
    $
    17,815
    
    
    $
    34,133
    
    
    $
    51,768
    
    
    $
    103,716Refund (collection) of 2007 Attachment O revenue
deferrals and accruals including interest
    
    
    59
    
    
    
    (5,712
    )
    
    
    
    
    
    
    (5,653
    )Attachment O accrual for the quarter ended March 31, 2009
    
    
    8,426
    
    
    
    642
    
    
    
    2,428
    
    
    
    11,496Interest accrued for the quarter ended March 31, 2009
    
    
    81
    
    
    
    328
    
    
    
    183
    
    
    
    592Balance as of March 31, 2009
    
    $
    26,381
    
    
    $
    29,391
    
    
    $
    54,379
    
    
    $
    110,151
  (in thousands)
    
    ITCTransmission
    
    
    METC
    
    
    ITC Midwest
    
    
    TotalCurrent assets
    
    $
    4,532
    
    
    $
    19,904
    
    
    $
    12,988
    
    
    $
    37,424Non-current assets
    
    
    22,022
    
    
    
    9,487
    
    
    
    41,391
    
    
    
    72,900Other current liabilities
    
    
    (173
    )
    
    
    
    
    
    
    
    
    
    
    (173
    )Balance as of March 31, 2009
    
    $
    26,381
    
    
    $
    29,391
    
    
    $
    54,379
    
    
    $
    110,151
 5. LONG TERM DEBT
 ITC Holdings Term Loan Agreement
   Revolving Credit Agreements
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ITC Holdings Revolving Credit Agreement
  ITCTransmission/METC Revolving Credit Agreement
  ITC Midwest Revolving Credit Agreement
  6. EARNINGS PER SHARE
  Three months endedMarch 31,(in thousands, except share, per share data and percentages)
    
    2009
    
    
    2008Numerator:Net income
    
    $
    28,725
    
    
    $
    25,521Less: dividends declared  common shares, restricted
shares and deferred stock units
    
    
    (15,172
    )
    
    
    (14,324
    )Undistributed earnings
    
    
    13,553
    
    
    
    11,197Percentage allocated to common shares (a)
    
    
    98.8
    %
    
    
    99.0
    %Undistributed earnings  common shares
    
    
    13,390
    
    
    
    11,085Add: dividends declared  common shares
    
    
    14,988
    
    
    
    14,190Numerator for basic and diluted earnings per common share
    
    $
    28,378
    
    
    $
    25,275Denominator:Denominator for basic earnings per common share 
weighted-average common shares
    
    
    49,127,337
    
    
    
    47,296,423Incremental shares for stock options and employee stock
purchase plan
    
    
    892,487
    
    
    
    1,083,910Denominator for diluted earnings per common share 
adjusted weighted-average shares and assumed conversion
    
    
    50,019,824
    
    
    
    48,380,333Per common share net income:Basic
    
    $
    0.58
    
    
    $
    0.53Diluted
    
    $
    0.57
    
    
    $
    0.52
 
 (a) Weighted-average common shares outstanding
    
    
    49,127,337
    
    
    
    47,296,423Weighted-average restricted shares and deferred stock
units  (participating securities)
    
    
    604,898
    
    
    
    458,274Total
    
    
    49,732,235
    
    
    
    47,754,697Percentage allocated to common shares
    
    
    98.8
    %
    
    
    99.0
    %
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7. RETIREMENT BENEFITS AND ASSETS HELD IN TRUST
 Retirement Plan Benefits
    Three months endedMarch 31,(in thousands)
    
    2009
    
    
    2008Service cost
    
    $
    494
    
    
    $
    483Interest cost
    
    
    291
    
    
    
    284Expected return on plan assets
    
    
    (260
    )
    
    
    (256
    )Amortization of prior service cost
    
    
    (229
    )
    
    
    (220
    )Amortization of unrecognized loss
    
    
    450
    
    
    
    434Net pension cost
    
    $
    746
    
    
    $
    725
 Other Postretirement Benefits
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Three months endedMarch 31,(in thousands)
    
    2009
    
    
    2008Service cost
    
    $
    408
    
    
    $
    413Interest cost
    
    
    168
    
    
    
    170Expected return on plan assets
    
    
    (54
    )
    
    
    (55
    )Amortization of prior service cost
    
    
    145
    
    
    
    147Net postretirement cost
    
    $
    667
    
    
    $
    675
 Defined Contribution Plans
  8. FAIR VALUE MEASUREMENTS
   Fair Value Measurements at Reporting Date UsingQuoted prices in
    
    
    
    
    
    
    Significantactive markets for
    
    
    Significant other
    
    
    unobservableidentical assets
    
    
    observable inputs
    
    
    inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(in thousands)Financial assets measured on a recurring basis:Cash and cash equivalents  cash equivalents
    
    $
    25,872
    
    
    $
    
    
    
    $
    Other non current assets  trading securities
    
    
    4,644
    
    
    
    
    
    
    
    Total
    
    $
    30,516
    
    
    $
    
    
    
    $
    
 Accounting for Certain Investments in Debt and Equity Securities
  9. CONTINGENCIES
 Litigation
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Michigan Sales and Use Tax Audit
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10. SEGMENT INFORMATION
 Disclosures about Segments of an Enterprise and Related Information
 Three months endedOPERATING REVENUES:
    
    March 31,(in thousands)
    
    2009
    
    
    2008Regulated Operating Subsidiaries
    
    $
    155,955
    
    
    $
    141,914ITC Holdings and other
    
    
    69
    
    
    
    69Intercompany eliminations
    
    
    (83
    )
    
    
    (69
    )Total Operating Revenues
    
    $
    155,941
    
    
    $
    141,914
 Three months endedINCOME BEFORE INCOME TAXES
    
    March 31,(in thousands)
    
    2009
    
    
    2008Regulated Operating Subsidiaries
    
    $
    69,355
    
    
    $
    64,339ITC Holdings and other
    
    
    (23,702
    )
    
    
    (23,072
    )Total Income Before Income Taxes
    
    $
    45,653
    
    
    $
    41,267
 Three months endedNET INCOME:
    
    March 31,(in thousands)
    
    2009
    
    
    2008Regulated Operating Subsidiaries (a)
    
    $
    47,614
    
    
    $
    45,258ITC Holdings and other
    
    
    28,725
    
    
    
    25,521Intercompany eliminations
    
    
    (47,614
    )
    
    
    (45,258
    )Total Net Income
    
    $
    28,725
    
    
    $
    25,521
 TOTAL ASSETS:
    
    March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008Regulated Operating Subsidiaries
    
    $
    3,720,936
    
    
    $
    3,667,660ITC Holdings and other
    
    
    2,375,166
    
    
    
    2,354,510Reconciliations (b)
    
    
    
    
    
    
    (3,154
    )Intercompany eliminations
    
    
    (2,329,526
    )
    
    
    (2,304,451
    )Total Assets
    
    $
    3,766,576
    
    
    $
    3,714,565
 
 (a)
    
    Income tax provision (benefit) and net income for our Regulated Operating Subsidiaries do not
include any allocation of federal taxes for METC. METC is organized as a single-member limited
liability company that is a disregarded entity for federal income tax purposes. Since METC
together with MTH files as a partnership for federal income tax purposes, they are exempt from
federal income taxes. As a result, METC does not record a provision for federal income taxes
in its statements of operations or record amounts for federal deferred income tax assets or
liabilities on its statements of financial position. For FERC regulatory reporting, however,
METC computes theoretical federal income taxes as well as the associated deferred income taxes
and includes an annual allowance for income taxes in its net revenue requirement used to
determine its rates.(b)
    
    Reconciliation of total assets results primarily from differences in the netting of deferred
tax assets and liabilities at our Regulated Operating
Subsidiaries as compared to the classification in our consolidated statement of financial
position. 16




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  
    
    Certain elements of our Regulated Operating Subsidiaries cost recovery through rates can
be challenged, which could result in lowered rates and/or refunds of amounts previously
collected and thus have an adverse effect on our business, financial condition, results of
operations and cash flows. We have also made certain commitments to federal and state
regulators with respect to, among other things, our rates in connection with recent
acquisitions (including ITC Midwests asset acquisition) that could have an adverse effect
on our business, financial condition, results of operations and cash flows.
    
    Our Regulated Operating Subsidiaries actual capital expenditures may be lower than
planned, which would decrease expected rate base and therefore our revenues. In addition, we
expect to pursue strategic development opportunities to improve the efficiency and
reliability of the transmission grid, but we cannot assure you that we will be able to
initiate or complete any of these investments.
    
    The regulations to which we are subject may limit our ability to raise capital and/or
pursue acquisitions, development opportunities or other transactions or may subject us to
liabilities.
    
    Changes in federal energy laws, regulations or policies could impact cash flows and could
reduce the dividends we may be able to pay our stockholders.
    
    If the network load or point-to-point transmission service on our Regulated Operating
Subsidiaries transmission systems is lower than expected, the timing of collection of our
revenues would be delayed.
    
    Each of our Regulated Operating Subsidiaries depends on its primary customer for a
substantial portion of its revenues, and any material failure by those primary customers to
make payments for transmission services would adversely affect our revenues and our ability
to service our debt obligations and affect our ability to pay dividends.
    
    METC does not own the majority of the land on which its transmission assets are located.
Additionally, a significant amount of the land on which ITCTransmissions and ITC Midwests
assets are located is subject to easements, mineral rights and other similar encumbrances
and a significant amount of ITCTransmissions and ITC Midwests other property consists of
easements. As a result, our Regulated Operating Subsidiaries must comply with the provisions
of various easements, mineral rights and other similar encumbrances, which may adversely
impact their ability to complete construction projects in a timely manner.
    
    If ITC Midwests operating agreement with IP&L is terminated early, ITC Midwest may face
a shortage of labor or replacement contractors to provide the services formerly provided by
IP&L.
    
    Hazards associated with high-voltage electricity transmission may result in suspension of
our Regulated Operating Subsidiaries operations or the imposition of civil or criminal
penalties.
    
    Our Regulated Operating Subsidiaries are subject to environmental regulations and to laws
that can give rise to substantial liabilities from environmental contamination.
 17




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##### Table of Contents




    
    Our Regulated Operating Subsidiaries are subject to various regulatory requirements.
Violations of these requirements, whether intentional or unintentional, may result in
penalties that, under some circumstances, could have a material adverse effect on our
results of operations, financial condition and cash flows.
    
    Acts of war, terrorist attacks and threats or the escalation of military activity in
response to such attacks or otherwise may negatively affect our business, financial
condition and results of operations.
    
    ITC Holdings is a holding company with no operations, and unless we receive dividends or
other payments from our subsidiaries, we may be unable to pay dividends and fulfill our
other cash obligations.
    
    We are highly leveraged and our dependence on debt may limit our ability to fulfill our
debt obligations and/or to obtain additional financing.
    
    Certain provisions in our debt instruments limit our financial flexibility.
    
    Adverse changes in our credit ratings may negatively affect us.
    
    ITC Holdings common stock offering in October 2006 caused us to undergo an ownership
change for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the
Code) which will limit the amount of our federal income tax NOLs that we may use to reduce
our tax liability in a given period.
    
    Provisions in our Articles of Incorporation and bylaws, Michigan corporate law and our
debt agreements may impede efforts by our shareholders to change the direction or management
of our company.
    
    Provisions in our Articles of Incorporation restrict market participants from voting or
owning 5% or more of the outstanding shares of our capital stock.
    
    Other risk factors discussed herein and listed from time to time in our public filings
with the Securities and Exchange Commission (SEC).
  OVERVIEW
   18




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##### Table of Contents




    
    Our capital investment of $85.2 million at our Regulated Operating Subsidiaries
($20.4 million, $31.0 million and $33.8 million at ITCTransmission, METC and ITC Midwest,
respectively) for the three months ended March 31, 2009, resulting primarily from our focus
on improving system reliability;
    
    our activities at the FERC relating to ITC Great Plains and Green Power Express; and
    
    lower peak loads and the resulting effect on cash flows partially as a result of the
economic conditions in Michigan.
  Recent Developments
 ITC Great Plains
 Formula Rate and Incentives
   
    
    the establishment of regulatory assets for start-up and development costs of ITC Great
Plains and pre-construction costs specific to the KETA Project and the Kansas V-Plan to be
recovered subsequent to a future FERC filing;
    
    an incentive return on common equity of 12.16 percent;
    
    inclusion of 100 percent of construction work in progress in rate base;
    
    abandoned plant recovery, in the event either the KETA Project or the Kansas V-Plan
must be abandoned for reasons outside of ITC Great Plains control; and
    
    capital structure comprised of 60 percent equity and 40 percent debt.
 19




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##### Table of Contents



Hugo to Valliant Transmission Line
  Green Power Express
   
    
    the establishment of a regulatory asset for start-up and development costs of Green
Power Express and pre-construction costs for the project to be recovered subsequent to a
future FERC filing;
    
    an incentive return on common equity of 12.38 percent;
    
    inclusion of 100 percent of construction work in progress in rate base;
    
    abandoned plant recovery, in the event the project must be abandoned for reasons
outside of Green Power Express control; and
    
    use of a hypothetical capital structure comprised of 60 percent equity and 40 percent
debt until any portion of the Green Power Express project is placed in service, at which
date the actual capital structure, expected to be 60 percent equity and 40 percent debt,
will apply.
   20




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##### Table of Contents



Dismissal of Complaint of IP&L
   Capitalization of Expenses
  Trends and Seasonality
 Network Revenues
   21




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##### Table of Contents



Capital Investment (b)Ten-Year Capital
    
    
    Actual From
    
    
    
    Forecast for the(in millions)
    
    Investment Program
    
    
    January 1, 2008 through
    
    
    
    year ending
    
    
    Actual for the three monthsRegulated Operating Subsidiary
    
    2008-2017(a)
    
    
    March 31, 2009
    
    
    
    December 31, 2009
    
    
    ended March 31, 2009ITCTransmission
    
    $
    700
    
    
    $
    142.2
    
    
    
    
    $70 - $85
    
    
    $
    20.4METC
    
    $
    1,150
    
    
    $
    152.1
    
    
    
    
    $110 - $130
    
    
    $
    31.0ITC Midwest
    
    $
    1,050
    
    
    $
    190.3
    
    
    
    
    $90 - $110
    
    
    $
    33.8Total
    
    $
    2,900
    
    
    $
    484.6
    
    
    
    
    $270 - $325
    
    
    $
    85.2
 
 (a)
    
    The expected amounts for our ten-year program do not include
$150 million for ITCTransmission and METC combined and $250 million at
ITC Midwest for estimated transmission network upgrades for generator
interconnections due to a high degree of uncertainty on whether these
projects will ultimately be built and because they could replace other
transmission projects currently being planned. This estimate for
network upgrades could change significantly due to factors beyond our
control, such as changes in the MISO queue for generation projects and
whether the generator meets the various criteria of Attachment FF of
the MISO Transmission and Energy Market Tariff for the project to
qualify as a refundable network upgrade, among other factors. In
addition, these amounts do not include any possible capital investment
associated with the projects discussed under Recent Developments 
ITC Great Plains and Recent Developments  Green Power Express.(b)
    
    Capital investment amounts differ from cash expenditures for property,
plant and equipment included in our consolidated statements of cash
flows due in part to differences in construction costs incurred
compared to cash paid during that period, as well as payments for
major equipment inventory that are included in cash expenditures but
not included in capital investment until transferred to construction
work in progress, among other factors.  Monthly Peak Loads, Attachment O Revenue Accrual and Expense Mitigation Efforts
   22




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##### Table of Contents



Monthly Peak Load (in MW) (a)
 2009
    
    
    2008
    
    
    2007ITCTransmission
    
    METC
    
    ITC Midwest
    
    
    ITCTransmission
    
    METC
    
    ITC Midwest
    
    
    ITCTransmission
    
    METC
    
    ITC Midwest (b)January
    
    
    
    7,258
    
    
    
    6,019
    
    
    
    2,996
    
    
    
    
    7,890
    
    
    
    6,215
    
    
    
    2,974
    
    
    
    
    7,876
    
    
    
    6,051February
    
    
    
    7,104
    
    
    
    5,892
    
    
    
    2,830
    
    
    
    
    7,715
    
    
    
    6,159
    
    
    
    2,890
    
    
    
    
    8,170
    
    
    
    6,227March
    
    
    
    7,070
    
    
    
    5,548
    
    
    
    2,723
    
    
    
    
    7,532
    
    
    
    5,797
    
    
    
    2,733
    
    
    
    
    7,739
    
    
    
    6,006April
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,926
    
    
    
    5,223
    
    
    
    2,455
    
    
    
    
    7,141
    
    
    
    5,473May
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,051
    
    
    
    5,328
    
    
    
    2,431
    
    
    
    
    9,927
    
    
    
    6,981June
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,624
    
    
    
    7,241
    
    
    
    2,888
    
    
    
    
    11,761
    
    
    
    8,511July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,016
    
    
    
    8,042
    
    
    
    3,376
    
    
    
    
    11,706
    
    
    
    8,672August
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,890
    
    
    
    7,816
    
    
    
    3,259
    
    
    
    
    12,087
    
    
    
    8,955September
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,311
    
    
    
    7,622
    
    
    
    3,191
    
    
    
    
    11,033
    
    
    
    7,908October
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,893
    
    
    
    5,514
    
    
    
    2,786
    
    
    
    
    10,365
    
    
    
    7,524November
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,205
    
    
    
    5,823
    
    
    
    2,944
    
    
    
    
    7,812
    
    
    
    6,200December
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,636
    
    
    
    6,280
    
    
    
    3,003
    
    
    
    
    8,022
    
    
    
    6,215
    
    
    
    2,706Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,689
    
    
    
    77,060
    
    
    
    34,930
    
    
    
    
    113,639
    
    
    
    84,723
    
    
    
    2,706
 
 (a)
    
    Each of our Regulated Operating Subsidiaries is part of a joint rate
zone. The load data presented is for all transmission owners in the
respective joint rate zone and is used for billing network revenues.
Each of our Regulated Operating Subsidiaries makes up the significant
portion of network load within their respective joint rate zone.(b)
    
    ITC Midwests results of operations and cash flows are included for
the periods subsequent to its acquisition of the electric transmission
assets of IP&L on December 20, 2007. RESULTS OF OPERATIONS
 Results of Operations and Variances
 Three months ended
    
    
    
    
    
    
    PercentageMarch 31,
    
    
    Increase
    
    
    increase(in thousands)
    
    2009
    
    
    2008
    
    
    (decrease)
    
    
    (decrease)OPERATING REVENUES
    
    $
    155,941
    
    
    $
    141,914
    
    
    $
    14,027
    
    
    
    9.9
    %OPERATING EXPENSESOperation and maintenance
    
    
    23,741
    
    
    
    21,455
    
    
    
    2,286
    
    
    
    10.7
    %General and administrative
    
    
    19,893
    
    
    
    17,982
    
    
    
    1,911
    
    
    
    10.6
    %Depreciation and amortization
    
    
    26,548
    
    
    
    22,324
    
    
    
    4,224
    
    
    
    18.9
    %Taxes other than income taxes
    
    
    11,098
    
    
    
    10,885
    
    
    
    213
    
    
    
    2.0
    %Total operating expenses
    
    
    81,280
    
    
    
    72,646
    
    
    
    8,634
    
    
    
    11.9
    %OPERATING INCOME
    
    
    74,661
    
    
    
    69,268
    
    
    
    5,393
    
    
    
    7.8
    %OTHER EXPENSES (INCOME)Interest expense
    
    
    31,593
    
    
    
    30,770
    
    
    
    823
    
    
    
    2.7
    %Allowance for equity funds used during construction
    
    
    (2,766
    )
    
    
    (3,096
    )
    
    
    330
    
    
    
    (10.7
    )%Other income
    
    
    (683
    )
    
    
    (514
    )
    
    
    (169
    )
    
    
    32.9
    %Other expense
    
    
    864
    
    
    
    841
    
    
    
    23
    
    
    
    2.7
    %Total other expenses (income)
    
    
    29,008
    
    
    
    28,001
    
    
    
    1,007
    
    
    
    3.6
    %INCOME BEFORE INCOME TAXES
    
    
    45,653
    
    
    
    41,267
    
    
    
    4,386
    
    
    
    10.6
    %INCOME TAX PROVISION
    
    
    16,928
    
    
    
    15,746
    
    
    
    1,182
    
    
    
    7.5
    %NET INCOME
    
    $
    28,725
    
    
    $
    25,521
    
    
    $
    3,204
    
    
    
    12.6
    %
 23




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##### Table of Contents



Operating Revenues
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  Percentage2009
    
    
    2008
    
    
    Increase
    
    
    increase(in thousands)
    
    Amount
    
    Percentage
    
    Amount
    
    Percentage
    
    (decrease)
    
    (decrease)Network revenues
    
    $
    138,337
    
    
    
    88.7
    %
    
    $
    128,049
    
    
    
    90.2
    %
    
    $
    10,288
    
    
    
    8.0
    %Point-to-point
    
    
    4,648
    
    
    
    3.0
    %
    
    
    5,373
    
    
    
    3.8
    %
    
    
    (725
    )
    
    
    (13.5
    )%Scheduling, control and dispatch
    
    
    3,313
    
    
    
    2.1
    %
    
    
    4,070
    
    
    
    2.9
    %
    
    
    (757
    )
    
    
    (18.6
    )%Regional cost sharing revenues
    
    
    9,472
    
    
    
    6.1
    %
    
    
    3,672
    
    
    
    2.6
    %
    
    
    5,800
    
    
    
    158.0
    %Other
    
    
    171
    
    
    
    0.1
    %
    
    
    750
    
    
    
    0.5
    %
    
    
    (579
    )
    
    
    (77.2
    )%Total
    
    $
    155,941
    
    
    
    100.0
    %
    
    $
    141,914
    
    
    
    100.0
    %
    
    $
    14,027
    
    
    
    9.9
    %
      Attachment O revenue accrual summary for the quarter ended March 31, 2009
 Total RevenueLine
    
    Item
    
    ITCTransmission
    
    
    METC
    
    
    ITC Midwest
    
    
    Accrual(in thousands)1
    
    Estimated net revenue requirement (network revenues) (a)
    
    $
    61,753
    
    
    $
    38,673
    
    
    $
    37,9112
    
    Network revenues billed (b)
    
    
    53,327
    
    
    
    38,031
    
    
    
    35,4833
    
    Attachment O revenue accrual (line 1  line 2)
    
    $
    8,426
    
    
    $
    642
    
    
    $
    2,428
    
    
    $
    11,496
 
 (a)
    
    The calculation of net revenue requirement is described in our Form
10-K for the year ended December 31, 2008 under Item 7 Managements
Discussion and Analysis of Financial Condition and Results of
Operations  Rate Setting and Attachment O  Net Revenue Requirement
Calculation. The amount is estimated until such time as FERC
Form No. 1s are completed for our Regulated Operating Subsidiaries
and the calculations are filed with and reviewed by MISO each year.(b)
    
    Network revenues billed at our Regulated Operating Subsidiaries are
calculated based on the joint zone monthly network peak load
multiplied by our effective monthly network rates of $2.520 per
kW/month, $2.522 per kW/month and $4.162 per kW/month applicable to
ITCTransmission, METC and ITC Midwest, respectively, adjusted for the
actual number of days in the month less amounts recovered or refunded
associated with ITCTransmissions and METCs 2007 Attachment O
true-up. ITCTransmissions and METCs effective transmission rates
include their 2007 Attachment O true-up adjustment and associated
accrued interest. Amounts billed through METCs effective transmission
rate reduced METCs Attachment O regulatory asset associated with the
2007 true-up and its accrued interest by $5.7 million during the three
months ended March 31, 2009. Additionally, amounts billed through
ITCTransmissions effective transmission rate reduced
ITCTransmissions Attachment O regulatory liability associated with
the 2007 true-up and accrued interest by $0.1 million during the three
months ended March 31, 2009. 24




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##### Table of Contents



Operating Expenses
 Operation and maintenance expenses
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  General and administrative expenses
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  Depreciation and amortization expenses
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  Taxes other than income taxes
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  Other Expenses (Income)
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  Income Tax Provision
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
  25




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  
    
    Fund capital expenditures at our Regulated Operating Subsidiaries. Our plans with regard
to property, plant and equipment investments are described in detail above under Trends
and Seasonality.
    
    Fund working capital requirements.
    
    Fund our debt service requirements. We expect our interest payments to increase during
2009 compared to 2008 as a result of additional debt incurred in 2008 and 2009 to fund our
capital expenditures.
    
    Fund dividends to holders of our common stock.
    
    Fund contributions to our retirement plans, as described in Note 7 to the condensed
consolidated financial statements. The impact of the growth in the number of participants in
our retirement benefit plans, the recent financial market conditions that have caused a
decrease in the value of our retirement plan assets and changes in the requirements of the
Pension Protection Act may require contributions to our retirement plans to be higher than
we have experienced in the past.
    
    Fund business development expenses and related capital expenditures. We are pursuing
development activities described above under  Recent Developments  ITC Great Plains and
 Recent Developments   Green Power Express that will continue to result in the
incurrence of development expenses and could result in significant future capital
expenditures.
     26




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##### Table of Contents



Cash Flows From Operating Activities
  Cash Flows From Investing Activities
  Cash Flows From Financing Activities
  CONTRACTUAL OBLIGATIONS
  CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENTS
  27




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Fixed Rate Long-Term Debt
  Revolving Credit Agreements
  Other
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  28




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##### Table of Contents



ITEM 1A. RISK FACTORS
  Certain elements of our Regulated Operating Subsidiaries cost recovery through rates can be
challenged, which could result in lowered rates and/or refunds of amounts previously collected and
thus have an adverse effect on our business, financial condition, results of operations and cash
flows. We have also made certain commitments to federal and state regulators with respect to,
among other things, our rates in connection with recent acquisitions (including ITC Midwests
asset acquisition) that could have an adverse effect on our business, financial condition, results
of operations and cash flows.
   29




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##### Table of Contents



We are highly leveraged and our dependence on debt may limit our ability to fulfill our debt
obligations and/or to obtain additional financing.
  
    
    If future cash flows are insufficient, we may not be able to make principal or interest
payments on our debt obligations, which could result in the occurrence of an event of
default under one or more of those debt instruments.
    
    If future cash flows are insufficient, we may need to incur further indebtedness in order
to make the capital expenditures and other expenses or investments planned by us.
    
    Our indebtedness will have the general effect of reducing our flexibility to react to
changing business and economic conditions insofar as they affect our financial condition
and, therefore, may pose substantial risk to our shareholders. A substantial portion of the
dividends and payments in lieu of taxes we receive from our Regulated Operating Subsidiaries
will be dedicated to the payment of interest on our indebtedness, thereby reducing the funds
available for the payment of dividends on our common stock.
    
    In the event that we are liquidated, our senior or subordinated creditors and the senior
or subordinated creditors of our subsidiaries will be entitled to payment in full prior to
any distributions to the holders of shares of our common stock.
 30




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##### Table of Contents




    
    Our revolving credit facilities mature in March 2012 for ITC Holdings, ITCTransmission
and METC and in January 2013 for ITC Midwest. Our ability to secure additional financing
prior to or after that time, if needed, may be substantially restricted by the existing
level of our indebtedness and the restrictions contained in our debt instruments.
    
    Lehman Brothers Bank, FSB (Lehman), a member of our revolving credit agreement
syndication, was included in a bankruptcy filing made by its parent, Lehman Brothers
Holdings Inc., on September 14, 2008. Given the favorable terms of our existing agreement
compared to current market conditions, we do not expect to find a replacement bank and as a
result, our capacity to borrow under our currently outstanding revolving credit facilities
continues to be reduced by the undrawn portion of Lehmans commitment of $49.7 million.
    
    Current market conditions could affect our access to capital markets, restrict our
ability to secure financing to make the capital expenditures and other expenses or
investments planned by us and could adversely affect our business, financial condition, cash
flows and results of operations.
  
 ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number of
    
    
    Maximum Number orShares Purchased as
    
    
    Approximate DollarPart of Publicly
    
    
    Value of Shares that MayTotal Number of
    
    
    Average Price
    
    
    Announced Plan or
    
    
    Yet Be Purchased UnderPeriod
    

Shares Purchased (1)
    
    
    Paid per Share
    
    
    Program(2)
    
    
    the Plans or Programs(2)January 2009
    
    
    146
    
    
    $
    46.65
    
    
    
    
    
    
    
    February 2009
    
    
    41
    
    
    $
    36.93
    
    
    
    
    
    
    
    March 2009
    
    
    85
    
    
    $
    35.85
    
    
    
    
    
    
    
    Total
    
    
    272
    
    
    $
    41.81
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents shares of common stock delivered to us by employees as payment of tax withholding
amounts due to us upon the vesting of restricted stock.(2)
    
    We do not have a publicly announced share repurchase plan. 
 ITEM 5. OTHER INFORMATION
  31




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ITEM 6. EXHIBITS
  Exhibit No.
    
    Description of Document31.1
    
    Certification 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 200231.2
    
    Certification 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 200232
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 32




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##### Table of Contents



SIGNATURES
   ITC HOLDINGS CORP.By:
    /s/ Joseph L. WelchJoseph L. WelchPresident and Chief Executive Officer
(principal executive officer)By:
    /s/ Cameron M. BreadyCameron M. BreadySenior Vice President, Treasurer and Chief Financial Officer
(principal financial officer and principal accounting officer) 33