ITC Holdings Corp. (Form: 10-Q, Received: 07/25/2013 14:28:05)

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller Reporting Company o

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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 June 30, 2013



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.

(Exact Name of Registrant as Specified in Its Charter)



Michigan (State or Other Jurisdiction of Incorporation or Organization)		32-0058047 (I.R.S. Employer Identification No.)

27175 Energy Way

Novi, MI 48377

(Address Of Principal Executive Offices, Including Zip Code)

(248) 946-3000

(Registrant’s Telephone Number, Including Area Code)

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 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 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):

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 number of shares of the Registrant’s Common Stock, without par value, outstanding as of July 19, 2013 was 52,453,855 .

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ITC Holdings Corp.

Form 10-Q for the Quarterly Period Ended June 30, 2013

INDEX



	Page
Part I. Financial Information	4
Item 1. Financial Statements	4
Condensed Consolidated Statements of Financial Position (Unaudited)	4
Condensed Consolidated Statements of Operations (Unaudited)	5
Condensed Consolidated Statements of Comprehensive Income (Unaudited)	6
Condensed Consolidated Statements of Cash Flows (Unaudited)	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	33
Part II. Other Information	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	34
Item 6. Exhibits	35
Signatures	36
Exhibit Index

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DEFINITIONS

Unless otherwise noted or the context requires, all references in this report to:

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;


•	“MISO Regulated Operating Subsidiaries” are references to ITCTransmission, METC and ITC Midwest together;


•	“MTH” are references to Michigan Transco Holdings, LLC, the sole member of METC and an indirect wholly-owned subsidiary of ITC Holdings;


•	“Regulated Operating Subsidiaries” are references to ITCTransmission, METC, ITC Midwest and ITC Great Plains 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 Electric Company, a wholly-owned subsidiary of DTE Energy Company;


•	“Entergy” are references to Entergy Corporation;


•	“Entergy Transaction” are references to the transaction whereby the electric transmission business of Entergy will be separated and subsequently merged with a wholly-owned subsidiary of ITC Holdings;


•	“FERC” are references to the Federal Energy Regulatory Commission;


•	“FPA” are references to the Federal Power Act;


•	“IP&L” are references to Interstate Power and Light Company, an Alliant Energy Corporation subsidiary;


•	“ITC Holdings’ annual report on Form 10-K” are references to the annual report on Form 10-K filed on March 1, 2013;


•	“kV” are references to kilovolts (one kilovolt equaling 1,000 volts);


•	“kW” are references to kilowatts (one kilowatt equaling 1,000 watts);


•	“LIBOR” are references to the London Interbank Offered Rate ;


•	“MISO” are references to the Midcontinent Independent System Operator, Inc. (formerly known as 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;


•	“RTO” are references to Regional Transmission Organizations; and


•	“SPP” are references to Southwest Power Pool, Inc., a FERC-approved RTO which oversees the operation of the bulk power transmission system for a substantial portion of the South Central United States, and of which ITC Great Plains is a member.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)



	June 30,		December 31,
(in thousands, except share data)	2013		2012
ASSETS
Current assets
Cash and cash equivalents	$	63,845	$	26,187
Accounts receivable	118,924		72,192
Inventory	37,200		37,357
Deferred income taxes	18,848		23,014
Regulatory assets — revenue accruals, including accrued interest	5,156		7,489
Prepaid assets	32,858		29,235
Other	34		2,752
Total current assets	276,865		198,226
Property, plant and equipment (net of accumulated depreciation and amortization of $1,300,132 and $1,269,810, respectively)	4,523,564		4,134,579
Other assets
Goodwill	950,163		950,163
Intangible assets (net of accumulated amortization of $19,990 and $18,397, respectively)	49,144		48,492
Regulatory assets — revenue accruals, including accrued interest	8,910		2,719
Other regulatory assets	184,300		180,378
Deferred financing fees (net of accumulated amortization of $19,650 and $17,838, respectively)	19,705		19,293
Other	36,138		30,959
Total other assets	1,248,360		1,232,004
TOTAL ASSETS	$	6,048,789	$	5,564,809
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	153,368	$	123,022
Accrued payroll	15,370		20,740
Accrued interest	59,757		44,708
Accrued taxes	35,561		28,117
Regulatory liabilities — revenue deferrals, including accrued interest	41,808		53,763
Refundable deposits from generators for transmission network upgrades	33,248		40,745
Debt maturing within one year	250,000		651,929
Other	13,182		40,287
Total current liabilities	602,294		1,003,311
Accrued pension and postretirement liabilities	57,324		53,243
Deferred income taxes	530,830		460,072
Regulatory liabilities — revenue deferrals , including accrued interest	30,352		28,613
Regulatory liabilities — accrued asset removal costs	71,630		75,477
Refundable deposits from generators for transmission network upgrades	7,766		7,623
Other	22,808		26,317
Long-term debt	3,218,959		2,495,298
Commitments and contingent liabilities (Note 11)
STOCKHOLDERS’ EQUITY
Common stock, without par value, 100,000,000 shares authorized, 52,442,289 and 52,248,514 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	998,884		989,334
Retained earnings	501,632		443,569
Accumulated other comprehensive income (loss)	6,310		(18,048		)
Total stockholders’ equity	1,506,826		1,414,855
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,048,789	$	5,564,809

See notes to condensed consolidated financial statements (unaudited).

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	Three months ended						Six months ended
	June 30,						June 30,
(in thousands, except per share data)	2013			2012			2013			2012
OPERATING REVENUES	$	229,817		$	197,375		$	447,121		$	394,088
OPERATING EXPENSES
Operation and maintenance	29,668			30,058			54,181			58,770
General and administrative	43,939			27,876			78,865			50,885
Depreciation and amortization	29,295			25,976			57,781			50,987
Taxes other than income taxes	16,094			15,185			32,764			29,465
Other operating (income) and expenses — net	(173		)	(203		)	(345		)	(396		)
Total operating expenses	118,823			98,892			223,246			189,711
OPERATING INCOME	110,994			98,483			223,875			204,377
OTHER EXPENSES (INCOME)
Interest expense — net	40,402			40,084			79,465			77,994
Allowance for equity funds used during construction	(8,292		)	(4,554		)	(17,025		)	(10,178		)
Other income	(286		)	(1,226		)	(495		)	(1,287		)
Other expense	2,671			472			3,681			1,058
Total other expenses (income)	34,495			34,776			65,626			67,587
INCOME BEFORE INCOME TAXES	76,499			63,707			158,249			136,790
INCOME TAX PROVISION	29,104			21,321			60,664			48,353
NET INCOME	$	47,395		$	42,386		$	97,585		$	88,437
Basic earnings per common share	$	0.90		$	0.82		$	1.86		$	1.72
Diluted earnings per common share	$	0.90		$	0.81		$	1.85		$	1.70
Dividends declared per common share	$	0.3775		$	0.3525		$	0.7550		$	0.7050

See notes to condensed consolidated financial statements (unaudited).

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three months ended					Six months ended
	June 30,					June 30,
(in thousands)	2013		2012			2013		2012
NET INCOME	$	47,395	$	42,386		$	97,585	$	88,437
OTHER COMPREHENSIVE INCOME (LOSS)
Amortization of interest rate lock cash flow hedges (net of tax of $9 and $2 for the three months ended June 30, 2013 and 2012, respectively, and net of tax of $19 and $12 for the six months ended June 30, 2013 and 2012, respectively)	15		22			29		37
Gain on interest rate swaps relating to interest rate cash flow hedges (net of tax of $14,287 and $15,652 for the three and six months ended June 30, 2013, respectively)	22,237		—			24,329		—
Unrealized loss on interest rate swaps relating to interest rate cash flow hedges (net of tax of $4,486 and $2,683 for the three and six months ended June 30, 2012, respectively)	—		(6,973		)	—		(4,161		)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	22,252		(6,951		)	24,358		(4,124		)
TOTAL COMPREHENSIVE INCOME	$	69,647	$	35,435		$	121,943	$	84,313

See notes to condensed consolidated financial statements (unaudited).

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ITC HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Six months ended
	June 30,
(in thousands)	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	97,585		$	88,437
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	57,781			50,987
Recognition, refund and collection of revenue accruals and deferrals — including accrued interest	(14,074		)	(16,818		)
Deferred income tax expense	50,537			30,728
Allowance for equity funds used during construction	(17,025		)	(10,178		)
Other	7,287			6,171
Changes in assets and liabilities, exclusive of changes shown separately:
Accounts receivable	(28,368		)	(24,551		)
Inventory	157			(190		)
Prepaid and other current assets	(3,630		)	(15,204		)
Accounts payable	14,944			(2,437		)
Accrued payroll	(2,989		)	(2,187		)
Accrued interest	15,049			16,202
Accrued taxes	7,444			5,914
Other current liabilities	4,403			8,822
Other non-current assets and liabilities, net	(4,269		)	(1,995		)
Net cash provided by operating activities	184,832			133,701
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment	(422,295		)	(435,745		)
Proceeds from sale of securities	570			5,453
Purchases of securities	(1,551		)	(10,105		)
Other	(2,858		)	(881		)
Net cash used in investing activities	(426,134		)	(441,278		)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt	100,000			100,000
Borrowings under revolving credit agreements	638,900			723,350
Borrowings under term loan credit agreements	350,000			—
Repayments of revolving credit agreements	(767,400		)	(505,300		)
Issuance of common stock	6,073			2,831
Dividends on common and restricted stock	(39,522		)	(36,238		)
Refundable deposits from generators for transmission network upgrades	16,770			22,114
Repayment of refundable deposits from generators for transmission network upgrades	(24,125		)	(13,830		)
Other	(1,736		)	(5,176		)
Net cash provided by financing activities	278,960			287,751
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	37,658			(19,826		)
CASH AND CASH EQUIVALENTS — Beginning of period	26,187			58,344
CASH AND CASH EQUIVALENTS — End of period	$	63,845		$	38,518

See notes to condensed consolidated financial statements (unaudited).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1 . GENERAL

These condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements as of and for the year ended December 31, 2012 included in ITC Holdings’ annual report on Form 10-K for such period.

The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates.

The condensed consolidated financial statements are unaudited, but in our opinion include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year.

Supplementary Cash Flows Information



	Six months ended
	June 30,
(in thousands)	2013		2012
Supplementary cash flows information:
Interest paid (net of interest capitalized)	$	62,692	$	59,607
Income taxes paid — net	11,593		24,733
Supplementary non-cash investing and financing activities:
Additions to property, plant and equipment (a)	$	99,485	$	94,625
Allowance for equity funds used during construction	17,025		10,178

____________________________


(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 June 30, 2013 or 2012 , 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

Presentation of Comprehensive Income

The guidance set forth by the Financial Accounting Standards Board (“FASB”) has been updated with respect to the presentation of comprehensive income in financial statements. Under this guidance, we are required to (1) disclose the changes in accumulated other comprehensive income (“AOCI”) by component and (2) disclose the effects on the line items of net income of significant amounts reclassified out of AOCI. We adopted this guidance as of January 1, 2013. For the three and six months ended June 30, 2013 , the requirements under (1) above are presented in the condensed consolidated statements of comprehensive income, however, there were no significant amounts reclassified out of AOCI that would require disclosure under (2) above.

Balance Sheet Offsetting Requirements

The FASB has created new disclosure requirements regarding the nature of an entity’s rights of offset and related arrangements associated with its financial instruments and derivative instruments. The guidance requires entities to disclose, at a minimum, the following information in tabular format, separately for assets and liabilities: (a) the gross amounts of those recognized assets and those recognized liabilities; (b) the amounts offset to determine the net amounts presented in the statement of financial position; (c) the net amounts presented in the statement of financial position; (d) the amounts subject to an enforceable master netting arrangement or similar agreement; and (e) the net amount after deducting the amounts in (d) from the amounts in (c). We adopted this guidance as of January 1, 2013. As of June 30, 2013 , we did not have any material assets and liabilities that are subject to the new disclosure requirements.

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3 . REGULATORY MATTERS

ITC Great Plains

As of June 30, 2013 , we have recorded a total of $13.9 million of regulatory assets for start-up, development and pre-construction expenses incurred by ITC Great Plains, which include certain costs incurred for the Kansas Electric Transmission Authority (“KETA”) Project and the Kansas V-Plan Project prior to construction. ITC Great Plains made a filing with the FERC under Section 205 of the FPA in May 2013 to recover these start-up, development and pre-construction expenses in future rates. If FERC authorization is received, ITC Great Plains will include the unamortized balance of the regulatory assets in its rate base and will amortize them over a 10 -year period beginning at the later of the project in-service date or the FERC authorization date. The amortization expense will be recovered through ITC Great Plains’ cost-based formula rate template beginning in the period in which amortization begins.

Order on Formula Rate Protocols

On May 17, 2012, the FERC issued an order pursuant to Section 206 of the FPA to determine whether the formula rate protocols under the MISO Tariff are sufficient to ensure just and reasonable rates. The MISO Regulated Operating Subsidiaries were named in the order. On May 16, 2013, the FERC issued an order that determined the formula rate protocols are insufficient to ensure just and reasonable rates and directed MISO and the transmission owners to file revised formula rate protocols. Our MISO Regulated Operating Subsidiaries will be required to provide additional information for certain aspects of the formula rates used to calculate their respective annual revenue requirements. We do not expect the revised formula rate protocols to impact our results of operations, cash flows or financial condition.

Complaint of IP&L

On September 14, 2012, IP&L filed a complaint with the FERC against ITC Midwest’s reimbursement policy under Section 206 of the FPA. The complaint challenged ITC Midwest’s FERC-approved reimbursement policy for network upgrades to qualifying generators. On July 18, 2013, FERC issued an order indicating that the use of Attachment FF was no longer just and reasonable and required MISO, on behalf of ITC Midwest, to prospectively revise ITC Midwest’s Attachment FF of the MISO Tariff to conform to the generator interconnection cost recovery provisions used in other MISO pricing zones. The order would not modify existing agreements executed or filed prior to July 18, 2013. We do not expect the revised policy to have a material impact on our results of operations, cash flows or financial condition.

Cost-Based Formula Rates with True-Up Mechanism

The transmission rates at our Regulated Operating Subsidiaries are set annually, using the FERC-approved formula rates, and the rates remain in effect for a one -year period. By completing their formula rate templates on an annual basis, our Regulated Operating Subsidiaries are able to adjust their transmission rates to reflect changing operational data and financial performance, including the amount of network load on their transmission systems (for our MISO Regulated Operating Subsidiaries), operating expenses and additions to property, plant and equipment when placed in service, among other items. The FERC-approved formula rates do not require further action or FERC filings for the calculated joint zone rates to go into effect, although the rates are subject to legal challenge at the FERC. Our Regulated Operating Subsidiaries will continue to use formula rates to calculate their respective annual revenue requirements unless the FERC determines the rates to be unjust and unreasonable or another mechanism is determined by the FERC to be just and reasonable.

Our cost-based formula rate templates include a true-up mechanism, whereby our Regulated Operating Subsidiaries compare their actual revenue requirements to their billed revenues for each year to determine any over- or under-collection of revenue requirements. The over- or under-collection typically results from differences between the projected revenue requirement used to establish the billing rate and actual revenue requirement at each of our Regulated Operating Subsidiaries, or from differences between actual and projected monthly peak loads at our MISO Regulated Operating Subsidiaries. Revenue is recognized for services provided during each reporting period based on actual revenue requirements calculated using the formula rate templates. Our Regulated Operating Subsidiaries accrue or defer revenues to the extent that the actual revenue requirement for the reporting period is higher or lower, respectively, than the amounts billed relating to that reporting period. The amount of accrued or deferred revenues is reflected in customer bills within two years under the provisions of the formula rate templates.

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The current and non-current regulatory assets are recorded on the balance sheet in regulatory assets revenue accruals, including accrued interest. The current and non-current regulatory liabilities are recorded in regulatory liabilities revenue deferrals, including accrued interest. The changes in regulatory assets and liabilities (net) associated with our Regulated Operating Subsidiaries’ formula rate revenue accruals and deferrals, including accrued interest, were as follows during the six months ended June 30, 2013 :



(in thousands)	Total
Balance as of December 31, 2012	$	(72,168	)
Net refund of 2011 revenue deferrals and accruals, including accrued interest	23,531
Net revenue deferral for the six months ended June 30, 2013	(8,247		)
Net accrued interest payable for the six months ended June 30, 2013	(1,210		)
Balance as of June 30, 2013	$	(58,094	)

Regulatory assets and liabilities associated with our Regulated Operating Subsidiaries’ formula rate revenue accruals and deferrals are recorded in our condensed consolidated statements of financial position as follows:



(in thousands)	Total
Current assets	$	5,156
Non-current assets	8,910
Current liabilities	(41,808		)
Non-current liabilities	(30,352		)
Balance as of June 30, 2013	$	(58,094	)

4 . INTANGIBLE ASSETS

We have recorded intangible assets as a result of the METC acquisition in 2006. The carrying value of these assets was $38.7 million (net of accumulated amortization of $19.7 million ) as of June 30, 2013 .

We have also recorded intangible assets for payments and obligations made by ITC Great Plains to certain transmission owners to acquire rights which are required under the SPP tariff to designate ITC Great Plains to build, own and operate projects within the SPP region, including the KETA Project and the Kansas V-Plan Project. The carrying amount of these intangible assets was $10.4 million (net of accumulated amortization of $0.3 million ) as of June 30, 2013 .

During the three months ended June 30, 2013 and 2012 , we recognized $0.8 million of amortization expense of our intangible assets and $1.6 million for the six months ended June 30, 2013 and 2012 . For each of the next five years, we expect the annual amortization of our intangible assets that have been recorded as of June 30, 2013 to be $3.2 million per year.

5 . DEBT

Derivative Instruments and Hedging Activities

We use derivative financial instruments, including interest rate swap contracts, to manage our exposure to fluctuations in interest rates. The use of these financial instruments mitigates exposure to these risks and the variability of our operating results. We are not a party to leveraged derivatives and do not enter into derivative financial instruments for trading or speculative purposes. In June 2013, we settled and terminated $250.0 million and $225.0 million of 10 -year and 30 -year term interest rate swaps, respectively, in conjunction with the Senior Notes issued at ITC Holdings described below. A summary of the terminated interest rate swaps is provided below:



Interest Rate Swaps	Amount		Weighted Average Fixed Rate	Gain (Loss) on Derivative			Settlement Date
(amounts in millions)
10-year interest rate swaps	$	250.0	3.37%	$	(15.0	)	June 2013
30-year interest rate swaps	225.0		2.82%	26.2			June 2013
Total	$	475.0		$	11.2

The interest rate swaps qualified for hedge accounting treatment and the net gain of $11.2 million was recognized as of June 30, 2013 for the effective portion of the hedges and recorded net of tax in AOCI. This amount will be amortized as a component of interest expense over the lives of the related debt.

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ITC Holdings

Term Loan Credit Agreements

On August 23, 2012, ITC Holdings entered into an unsecured, unguaranteed term loan credit agreement (the “2012 Term Loan”), under which ITC Holdings had borrowed the maximum $200.0 million as of June 30, 2013 and as of December 31, 2012 . On February 15, 2013, ITC Holdings entered into an additional unsecured, unguaranteed term loan credit agreement (the “2013 Term Loan”), under which ITC Holdings had borrowed the maximum $250.0 million as of June 30, 2013 . The proceeds from each term loan were used for general corporate purposes, including the repayment of borrowings under the ITC Holdings’ revolving credit agreement. The 2013 Term Loan is scheduled to mature on December 31, 2013. The weighted-average interest rate on the borrowings outstanding under the term loans was 1.2% at June 30, 2013 .

Senior Notes

On July 3, 2013, ITC Holdings issued $250.0 million aggregate principal amount of its 4.05% Senior Notes, due July 1, 2023 and $300.0 million aggregate principal amount of its 5.30% Senior Notes, due July 1, 2043. The proceeds from these were used to repay the $267.0 million of 5.25% Senior Notes due July 15, 2013, the $200.0 million 2012 Term Loan and for general corporate purposes. As of June 30, 2013, the $267.0 million of 5.25% Senior Notes and the $200.0 million borrowed under the 2012 Term Loan were presented within long-term debt due to the refinancing of the debt on a long term basis as supported by the issuance of the Senior Notes.

ITC Midwest

On April 4, 2013, ITC Midwest issued $100.0 million aggregate principal amount of 4.09% First Mortgage Bonds, Series F, due January 30, 2043. The proceeds from the issuance were used to refinance existing indebtedness, partially fund capital expenditures and for general corporate purposes. All of ITC Midwest’s First Mortgage Bonds are issued under its First Mortgage and Deed of Trust, and therefore have the benefit of a first mortgage lien on substantially all of ITC Midwest’s property.

ITC Great Plains

On May 30, 2013, ITC Great Plains entered into a new unsecured, unguaranteed term loan credit agreement due November 28, 2014, under which ITC Great Plains had borrowed the maximum $100.0 million as of June 30, 2013 . The proceeds were used to refinance existing indebtedness, fund capital expenditures and for general corporate purposes. The weighted-average interest rate on the borrowings outstanding under the term loan was 1.0% at June 30, 2013 .

ITCTransmission

On July 11, 2013, ITCTransmission entered into a new unsecured, unguaranteed term loan credit agreement due July 14, 2014, under which ITCTransmission borrowed the maximum of $185.0 million upon entering the agreement. The weighted-average interest rate on the borrowings outstanding under the term loan was 1.2% . The proceeds were used to repay its $185.0 million of 4.45% First Mortgage Bonds, Series A, due July 15, 2013. As of June 30, 2013, the $185.0 million of 4.45% First Mortgage Bonds was presented within long-term debt due to the refinancing of the debt on a long term basis as supported by the issuance of the term loan.

Revolving Credit Agreements

At June 30, 2013 , ITC Holdings and its Regulated Operating Subsidiaries had the following unsecured revolving credit facilities available, each of which bears interest at a variable rate based on the prime rate or LIBOR (subject to adjustment based on credit rating):



(amounts in millions)	Total Available Capacity		Outstanding Balance (a)		Unused Capacity		Weighted-Average Interest Rate on Outstanding Balance	Commitment Fee Rate (b)		Original Term	Date of Maturity
Revolving Credit Agreements:
ITC Holdings	$	200.0	$	44.7	$	155.3	1.9%	0.25	%	5 years	May 2016
ITCTransmission	100.0		14.6		85.4		1.3%	0.125	%	5 years	May 2016
METC	100.0		42.1		57.9		1.3%	0.125	%	5 years	May 2016
ITC Midwest	175.0		76.3		98.7		1.2%	0.10	%	5 years	May 2017
ITC Great Plains	150.0		21.6		128.4		2.0%	0.30	%	4 years	February 2015
Total	$	725.0	$	199.3	$	525.7

____________________________


(a)	Included within long-term debt.


(b)	Calculation based on the average daily unused commitments, subject to adjustment based on the borrower’s credit rating.

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Covenants

Our debt instruments contain numerous financial and operating covenants that place significant restrictions on certain transactions, such as incurring additional indebtedness, engaging in sale and lease-back transactions, creating liens or other encumbrances, entering into mergers, consolidations, liquidations or dissolutions, creating or acquiring subsidiaries, selling or otherwise disposing of all or substantially all of our assets and paying dividends. In addition, the covenants require us to meet certain financial ratios, such as maintaining certain debt to capitalization ratios and maintaining certain interest coverage ratios. We are currently in compliance with all debt covenants.

6 . STOCKHOLDERS’ EQUITY

ITC Holdings Sales Agency Financing Agreement

On July 27, 2011, ITC Holdings entered into a Sales Agency Financing Agreement with Deutsche Bank Securities Inc. as sales agent (the “SAFA”). Under the terms of the SAFA, ITC Holdings may issue and sell shares of common stock, without par value , from time to time, up to an aggregate sales proceeds amount of $250.0 million . The SAFA terminates in July 2014. The agreements relating to the Entergy Transaction generally prohibit us from issuing shares under the SAFA until approximately two years after the closing except under certain limited circumstances . The shares of common stock may be offered in one or more selling periods. Any shares of common stock sold under the SAFA will be offered at market prices prevailing at the time of sale. Moreover, ITC Holdings will specify to the sales agent (i) the aggregate selling price of the shares of common stock to be sold during each selling period, and (ii) the minimum price below which sales may not be made. ITC Holdings will pay a commission equal to a mutually agreed upon rate with its agent, not to exceed 2% of the sales price of all shares of common stock sold through its agent under the SAFA, plus expenses. The shares we would issue under the SAFA have been registered under ITC Holdings’ shelf registration statement on Form S-3 (File No. 333-187994) filed on April 18, 2013 with the SEC. No shares have been issued under the SAFA as of June 30, 2013 .

7 . SHARE-BASED COMPENSATION

Long-Term Incentive Plan Grants

On May 14, 2013, pursuant to the Second Amended and Restated 2006 Long-Term Incentive Plan, we granted 310,111 options to purchase shares of our common stock with an exercise price of $87.93 per share, which was the closing price of our common stock on the date of grant. The options vest in three equal annual installments with the first installment vesting on May 14, 2014. In addition, on May 14, 2013, we granted 104,177 shares of restricted stock at a fair value of $87.93 per share. Holders of restricted stock have all the rights of a holder of common stock of ITC Holdings, including dividend and voting rights. The restricted stock vests three years after the grant date . The holder of the restricted stock may not sell, transfer or pledge their shares of restricted stock until vesting occurs.

Stock Option Exercises

We issued 115,551 and 851,720 shares of our common stock during the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, due to the exercise of stock options.

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8 . EARNINGS PER SHARE

We report both basic and diluted earnings per share. Our restricted stock and deferred stock units contain rights to receive nonforfeitable dividends and thus, are participating securities requiring the two-class method of computing earnings per share. A reconciliation of both calculations for the three and six months ended June 30, 2013 and 2012 is presented in the following table:



	Three months ended						Six months ended
	June 30,						June 30,
(in thousands, except share, per share data and percentages)	2013			2012			2013			2012
Numerator:
Net income	$	47,395		$	42,386		$	97,585		$	88,437
Less: dividends declared — common shares and restricted shares	(19,789		)	(18,137		)	(39,522		)	(36,238		)
Undistributed earnings	27,606			24,249			58,063			52,199
Percentage allocated to common shares (a)	99.0		%	98.7		%	99.0		%	98.7		%
Undistributed earnings — common shares	27,331			23,934			57,482			51,520
Add: dividends declared — common shares	19,605			17,907			39,143			35,758
Numerator for basic and diluted earnings per common share	$	46,936		$	41,841		$	96,625		$	87,278
Denominator:
Denominator for basic earnings per common share — weighted-average common shares	51,881,779			50,743,576			51,819,617			50,689,888
Incremental shares for stock options and employee stock purchase plan	429,390			748,599			407,663			758,716
Denominator for diluted earnings per common share — adjusted weighted-average shares and assumed conversion	52,311,169			51,492,175			52,227,280			51,448,604
Per common share net income:
Basic	$	0.90		$	0.82		$	1.86		$	1.72
Diluted	$	0.90		$	0.81		$	1.85		$	1.70

____________________________



(a)	Weighted-average common shares outstanding	51,881,779		50,743,576		51,819,617		50,689,888
	Weighted-average restricted shares (participating securities)	503,027		678,248		511,465		693,669
	Total	52,384,806		51,421,824		52,331,082		51,383,557
	Percentage allocated to common shares	99.0	%	98.7	%	99.0	%	98.7	%

The incremental shares for stock options and the employee stock purchase plan (“stock options and ESPP shares”) are included in the diluted earnings per share calculation using the treasury stock method, unless the effect of including them would be anti-dilutive. The outstanding stock options and ESPP shares and the anti-dilutive stock options and ESPP shares excluded from the diluted earnings per share calculations were as follows:



	2013	2012
Outstanding stock options and ESPP shares (as of June 30)	1,791,563	2,386,217
Anti-dilutive stock options and ESPP shares (for the three and six months ended June 30)	314,111	572,179

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9 . RETIREMENT BENEFITS AND ASSETS HELD IN TRUST

Retirement Plan Benefits

We have a qualified retirement plan for eligible employees, comprised of a traditional final average pay plan and a cash balance plan. The traditional final average pay plan is noncontributory, covers select employees, and provides retirement benefits based on the employees’ years of benefit service, average final compensation and age at retirement. The cash balance plan is also noncontributory, covers substantially all employees, and provides retirement benefits based on eligible compensation and interest credits. While we are obligated to fund the retirement plan by contributing the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended, it is our practice to contribute the maximum allowable amount as defined by section 404 of the Internal Revenue Code. We contributed $6.9 million to the defined benefit retirement plan relating to the 2012 plan year in June 2013 .

We also have two supplemental nonqualified, noncontributory, retirement benefit plans for selected management employees. The plans provide for benefits that supplement those provided by our other retirement plans. We contributed $0.6 million to these supplemental nonqualified, noncontributory, retirement benefit plans in June 2013 . We do not expect to make any additional contributions with respect to these plans in 2013 .

Net pension cost includes the following components:



	Three months ended						Six months ended
	June 30,						June 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	1,316		$	1,040		$	2,631		$	2,080
Interest cost	633			648			1,396			1,295
Expected return on plan assets	(717		)	(569		)	(1,434		)	(1,139		)
Amortization of prior service cost	(11		)	(11		)	(21		)	(21		)
Amortization of unrecognized loss	678			867			1,357			1,735
Net pension cost	$	1,899		$	1,975		$	3,929		$	3,950

Other Postretirement Benefits

We provide certain postretirement health care, dental, and life insurance benefits for employees who may become eligible for these benefits. We expect to contribute up to $3.8 million to the postretirement benefit plan in 2013 .

Net postretirement cost includes the following components:



	Three months ended						Six months ended
	June 30,						June 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	1,444		$	1,359		$	2,887		$	2,717
Interest cost	391			388			781			776
Expected return on plan assets	(355		)	(254		)	(708		)	(508		)
Amortization of prior service cost	—			31			—			62
Amortization of unrecognized loss	55			133			110			267
Net postretirement cost	$	1,535		$	1,657		$	3,070		$	3,314

Defined Contribution Plan

We also sponsor a defined contribution retirement savings plan. Participation in this plan is available to substantially all employees. We match employee contributions up to certain predefined limits based upon eligible compensation and the employee’s contribution rate. The cost of this plan was $0.7 million and $0.5 million for the three months ended June 30, 2013 and 2012 , respectively, and $2.4 million and $1.7 million for the six months ended June 30, 2013 and 2012 , respectively.

10 . FAIR VALUE MEASUREMENTS

The measurement of fair value is based on a three-tier hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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Our assets measured at fair value subject to the three-tier hierarchy at June 30, 2013 , were as follows:



	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(in thousands)	(Level 1)		(Level 2)		(Level 3)
Financial assets measured on a recurring basis:
Cash and cash equivalents — cash equivalents	$	16,141	$	5,456	$	—
Mutual funds — fixed income securities	20,103		—		—
Mutual funds — equity securities	1,984		—		—
Total	$	38,228	$	5,456	$	—

Our assets and liabilities measured at fair value subject to the three-tier hierarchy at December 31, 2012 , were as follows:



	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
(in thousands)	(Level 1)		(Level 2)			(Level 3)
Financial assets measured on a recurring basis:
Cash and cash equivalents — cash equivalents	$	13,127	$	10,037		$	—
Mutual funds — fixed income securities	21,332		—			—
Mutual funds — equity securities	1,612		—			—
Interest rate swap derivatives	—		2,725			—
Financial liabilities measured on a recurring basis:
Interest rate swap derivatives	—		(31,507		)	—
Total	$	36,071	$	(18,745	)	$	—

As of June 30, 2013 and December 31, 2012 , we held certain assets and liabilities that are required to be measured at fair value on a recurring basis. The assets consist of investments recorded within cash and cash equivalents and other long-term assets, including investments held in a trust associated with our supplemental nonqualified, noncontributory, retirement benefit plans for selected management employees that are classified as trading securities. Our Level 1 investments included in cash equivalents consist of money market mutual funds and common and collective trusts that are administered similar to money market funds recorded at cost plus accrued interest to approximate fair value. Our mutual funds consist primarily of publicly traded mutual funds for which market prices are readily available. Changes in the observed trading prices and liquidity of money market funds are monitored as additional support for determining fair value, and losses are recorded in earnings if fair value falls below recorded cost. The cash and cash equivalents that are classified as a Level 2 investment consist of deposits held with financial institutions that are then invested by the financial institution in money market mutual funds and common and collective trusts that are administered similar to money market funds. The underlying money market funds and common and collective trusts are recorded at cost plus accrued interest.

The assets and liabilities related to derivatives consisted of interest rate swaps discussed in Note 5 . The fair value of our interest rate swap derivatives as of December 31, 2012 was determined based on a discounted cash flow method using LIBOR swap rates which are observable at commonly quoted intervals.

We also held non-financial assets that are required to be measured at fair value on a non-recurring basis. These consist of goodwill and intangible assets. We did not record any impairment charges on long-lived assets and no other significant events occurred requiring non-financial assets and liabilities to be measured at fair value (subsequent to initial recognition) during the six months ended June 30, 2013 . For additional information on our goodwill and intangible assets, please refer to the notes to the consolidated financial statements as of and for the year ended December 31, 2012 included in our Form 10-K for such period and to Note 4 of this Form 10-Q.

Fair Value of Financial Assets and Liabilities

Fixed Rate Debt

Based on the borrowing rates obtained from third party lending institutions currently available for bank loans with similar terms and average maturities from active markets, the fair value of our consolidated long-term debt, excluding revolving and term loan credit agreements, was $3,010.8 million and $3,072.9 million at June 30, 2013 and December 31, 2012 , respectively.

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These fair values represent Level 2 under the three-tier hierarchy described above. The total book value of our consolidated long-term debt, excluding revolving and term loan credit agreements, was $2,719.7 million and $2,619.4 million at June 30, 2013 and December 31, 2012 , respectively.

Revolving and Term Loan Credit Agreements

At June 30, 2013 and December 31, 2012 , we had a consolidated total of $749.3 million and $527.8 million , respectively, outstanding under our revolving and term loan credit agreements, which are variable rate loans. The fair value of these loans approximates book value based on the borrowing rates currently available for variable rate loans obtained from third party lending institutions. These fair values represent Level 2 under the three-tier hierarchy described above.

11 . COMMITMENTS AND CONTINGENT LIABILITIES

Environmental Matters

Our Regulated Operating Subsidiaries’ operations are subject to federal, state, and local environmental laws and regulations, which impose limitations on the discharge of pollutants into the environment, establish standards for the management, treatment, storage, transportation and disposal of hazardous materials and of solid and hazardous wastes, and impose obligations to investigate and remediate contamination in certain circumstances. Liabilities to investigate or remediate contamination, as well as other liabilities concerning hazardous materials or contamination, such as claims for personal injury or property damage, may arise at many locations, including formerly owned or operated properties and sites where wastes have been treated or disposed of, as well as at properties currently owned or operated by our Regulated Operating Subsidiaries. Such liabilities may arise even where the contamination does not result from noncompliance with applicable environmental laws. Under a number of environmental laws, such liabilities may also be joint and several, meaning that a party can be held responsible for more than its share of the liability involved, or even the entire share. Although environmental requirements generally have become more stringent and compliance with those requirements more expensive, we are not aware of any specific developments that would increase our Regulated Operating Subsidiaries’ costs for such compliance in a manner that would be expected to have a material adverse effect on our results of operations, financial position or liquidity.

Our Regulated Operating Subsidiaries’ assets and operations also involve the use of materials classified as hazardous, toxic or otherwise dangerous. Many of the properties our Regulated Operating Subsidiaries own or operate have been used for many years, and include older facilities and equipment that may be more likely than newer ones to contain or be made from such materials. Some of these properties include aboveground or underground storage tanks and associated piping. Some of them also include large electrical equipment filled with mineral oil, which may contain or previously have contained PCBs. Our Regulated Operating Subsidiaries’ facilities and equipment are often situated close to or on property owned by others so that, if they are the source of contamination, other’s property may be affected. For example, aboveground and underground transmission lines sometimes traverse properties that our Regulated Operating Subsidiaries do not own, and, at some of our Regulated Operating Subsidiaries’ transmission stations, transmission assets (owned or operated by our Regulated Operating Subsidiaries) and distribution assets (owned or operated by our Regulated Operating Subsidiaries’ transmission customer) are commingled.

Some properties in which our Regulated Operating Subsidiaries have an ownership interest or at which they operate are, and others are suspected of being, affected by environmental contamination. Our Regulated Operating Subsidiaries are not aware of any pending or threatened claims against them with respect to environmental contamination, or of any investigation or remediation of contamination at any properties, that entail costs likely to materially affect them. Some facilities and properties are located near environmentally sensitive areas such as wetlands.

Claims have been made or threatened against electric utilities for bodily injury, disease or other damages allegedly related to exposure to electromagnetic fields associated with electric transmission and distribution lines. While our Regulated Operating Subsidiaries do not believe that a causal link between electromagnetic field exposure and injury has been generally established and accepted in the scientific community, if such a relationship is established or accepted, the liabilities and costs imposed on our business could be significant. We are not aware of any pending or threatened claims against our Regulated Operating Subsidiaries for bodily injury, disease or other damages allegedly related to exposure to electromagnetic fields and electric transmission and distribution lines that entail costs likely to have a material adverse effect on our results of operations, financial position or liquidity.

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Litigation

We are involved in certain legal proceedings before various courts, governmental agencies and mediation panels concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, regulatory matters and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or consolidated financial statements in the period in which they are resolved.

Michigan Sales and Use Tax Audit

The Michigan Department of Treasury conducted a sales and use tax audit of ITCTransmission for the audit period April 1, 2005 through June 30, 2008 and has denied ITCTransmission’s use of the industrial processing exemption from use tax it has taken beginning January 1, 2007. ITCTransmission has certain administrative and judicial appeal rights.

ITCTransmission believes that its utilization of the industrial processing exemption is appropriate and intends to defend itself against the denial of such exemption. However, it is reasonably possible that the assessment of additional use tax could be sustained after all administrative appeals and litigation have been exhausted.

The amount of the potential use tax liability associated with the exemptions taken by ITCTransmission through June 30, 2013 is estimated to be approximately $16.9 million , which includes approximately $3.8 million assessed for the audit period April 1, 2005 through June 30, 2008, including interest. ITCTransmission has not recorded this contingent liability as of June 30, 2013, however, in the event it becomes appropriate to record additional use tax liability relating to this matter, ITCTransmission would record the additional use tax primarily as an increase to the cost of property, plant and equipment, as the majority of purchases for which the exemption was taken relate to equipment purchases associated with capital projects. METC has also taken the industrial processing exemption, estimated to be approximately $11.0 million for periods still subject to audit, however, METC has not recorded any contingent liabilities as of June 30, 2013 associated with this matter. These higher use tax expenses would be passed on to ITCTransmission’s and METC’s customers as the amounts are included as components of net revenue requirements and resulting rates.

FERC Audit of ITC Midwest

Certain staff of the FERC (“FERC audit staff”) have conducted an audit of ITC Midwest’s compliance with certain of the FERC’s regulations and the conditions established in the 2007 FERC order approving the acquisition of the transmission assets of Interstate Power and Light Company by ITC Midwest. In 2011, the FERC issued an order that identified certain findings and recommendations of FERC audit staff relating to specific aspects of the accounting treatment for the acquisition that requires adjustments to ITC Midwest’s annual revenue requirement calculations and corresponding refunds. In 2012, ITC Midwest filed a refund report with the FERC which included adjustments to ITC Midwest’s annual revenue requirement calculations and corresponding refunds. On January 30, 2013, the FERC accepted ITC Midwest’s refund report which included the amount expected to be refunded in 2014.

ITCTransmission and METC had applied an accounting treatment for their respective acquisitions similar to ITC Midwest, and on February 1, 2013, voluntarily filed compliance plans with FERC to address the findings raised with respect to the ITC Midwest audit. On July 5, 2013, the FERC accepted ITCTransmission’s and METC’s refund reports which included the amounts expected to be refunded in 2014.

ITC Midwest, ITCTransmission and METC have recorded an aggregate regulatory liability for the refund and related interest of $12.9 million and $12.7 million as of June 30, 2013 and December 31, 2012 , respectively, in the condensed consolidated statements of financial position. The refund amounts are limited to 2010 and earlier periods.

ITC Midwest Project Commitment

In the Minnesota regulatory proceeding to approve ITC Midwest’s December 2007 acquisition of the transmission assets of IP&L, ITC Midwest agreed to build a certain project in Iowa, the 345 kV Salem-Hazelton line, and made a commitment to use commercially reasonable best efforts to complete the project prior to December 31, 2011. In the event ITC Midwest is found to have failed to meet this commitment, the allowed 12.38% rate of return on the actual equity portion of its capital structure would be reduced to 10.39% until such time as ITC Midwest completes the project, and ITC Midwest would refund with interest any amounts collected since the close date of the transaction that exceeded what would have been collected if the 10.39% return on equity had been used. Certain regulatory approvals were needed from the Iowa Utilities Board (“IUB”) before construction of the project could commence, but due to the IUB’s case schedule, these approvals were not received until the second quarter of 2011. As a result of the delay in the receipt of the necessary regulatory approvals, the project was

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not completed by December 31, 2011. We have notified the Minnesota Public Utilities Commission that the Salem-Hazleton line was placed into service on April 25, 2013, and requested confirmation from the commission that ITC Midwest has satisfied its commitment and that no refund is due as a result of the project not being completed by December 31, 2011. We believe we used commercially reasonable best efforts to meet the December 31, 2011 deadline, and therefore, we believe the likelihood of any material effect from this matter is remote.

12 . ENTERGY TRANSACTION

As of December 4, 2011, Entergy and ITC Holdings executed definitive agreements (as subsequently amended, the “transaction agreements”) under which Entergy will divest and then merge its electric transmission business with a wholly-owned subsidiary of ITC Holdings (“Entergy Transaction”). Entergy’s electric transmission business consists of approximately 15,400 miles of interconnected transmission lines at voltages of 69 kV and above and associated substations across its utility service territory in the Mid-South.

The terms of the transaction agreements call for Entergy to divest its electric transmission business to a newly-formed entity, Mid South TransCo LLC (“Mid South TransCo”), and Mid South TransCo’s subsidiaries, and distribute the equity interests in Mid South TransCo to Entergy’s shareholders in the form of a tax-free spin-off or split-off exchange offer or a combination of both. Mid South TransCo will then merge with a newly-created merger subsidiary of ITC Holdings in an all-stock, Reverse Morris Trust transaction, and will survive the merger as a wholly-owned subsidiary of ITC Holdings. Prior to the merger, we expect to effectuate a recapitalization, which may take the form of a one-time special dividend to ITC Holdings’ pre-merger shareholders, a repurchase of ITC Holdings common stock from its shareholders, or a combination of a special dividend and share repurchase. The merger will result in shareholders of Entergy receiving approximately 50.1% of the shares of ITC Holdings outstanding immediately following the merger in exchange for their shares of Mid South TransCo, with the shareholders of ITC Holdings immediately prior to the merger owning the remaining approximately 49.9% equity interest in the combined company. In addition, Entergy will receive gross cash proceeds of $1.775 billion from indebtedness that will be incurred by Mid South TransCo and its subsidiaries prior to the merger and assumed under the acquisition. On April 16, 2013 and June 20, 2013, ITC Holdings received the shareholder approval and FERC approval, respectively, necessary to consummate the merger. In addition, Entergy has received a favorable ruling on the tax free nature of the transaction from the Internal Revenue Service. Completion of the transaction is expected in 2013 subject to the satisfaction of certain other closing conditions, including the receipt of necessary approvals of Entergy’s retail regulators.

For the three months ended June 30, 2013 and 2012 , we expensed external legal, advisory and financial services fees related to the Entergy Transaction of $19.0 million and $4.1 million , respectively, and $27.7 million and $6.5 million for the six months ended June 30, 2013 and 2012 , respectively. For the three months ended June 30, 2013 and 2012 , we expensed certain internal labor and associated costs related to the Entergy Transaction of $2.9 million and $2.0 million , respectively, and $5.2 million and $3.5 million for the six months ended June 30, 2013 and 2012 , respectively. The external and internal costs related to the Entergy Transaction were recorded primarily within general and administrative expenses and were not included as components of revenue requirement at our Regulated Operating Subsidiaries as they were incurred at ITC Holdings.

Under the terms of the transaction agreements, prior to completion of the Entergy Transaction, there are certain restrictions on our ability to pay dividends other than those paid in the ordinary course of business with record dates and payment dates consistent with our past practice and, if elected, a one-time special dividend to ITC Holdings’ pre-merger shareholders in accordance with the transaction agreements. Management does not expect the restrictions to have an impact on our ability to pay dividends at the current level in the foreseeable future.

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13 . SEGMENT INFORMATION

We identify reportable segments based on the criteria set forth by the FASB regarding disclosures about segments of an enterprise, including the regulatory environment of our subsidiaries and the business activities performed to earn revenues and incur expenses. The following tables show our financial information by reportable segment:



	Three months ended						Six months ended
OPERATING REVENUES:	June 30,						June 30,
(in thousands)	2013			2012			2013			2012
Regulated Operating Subsidiaries	$	229,891		$	197,396		$	447,271		$	394,129
ITC Holdings and other	152			152			304			304
Intercompany eliminations	(226		)	(173		)	(454		)	(345		)
Total Operating Revenues	$	229,817		$	197,375		$	447,121		$	394,088



	Three months ended						Six months ended
INCOME BEFORE INCOME TAXES:	June 30,						June 30,
(in thousands)	2013			2012			2013			2012
Regulated Operating Subsidiaries	$	125,199		$	94,294		$	244,459		$	195,218
ITC Holdings and other	(48,700		)	(30,587		)	(86,210		)	(58,428		)
Total Income Before Income Taxes	$	76,499		$	63,707		$	158,249		$	136,790



	Three months ended						Six months ended
NET INCOME:	June 30,						June 30,
(in thousands)	2013			2012			2013			2012
Regulated Operating Subsidiaries	$	78,121		$	58,564		$	151,877		$	121,039
ITC Holdings and other	47,395			42,386			97,585			88,437
Intercompany eliminations	(78,121		)	(58,564		)	(151,877		)	(121,039		)
Total Net Income	$	47,395		$	42,386		$	97,585		$	88,437



TOTAL ASSETS:	June 30,			December 31,
(in thousands)	2013			2012
Regulated Operating Subsidiaries	$	5,762,836		$	5,440,401
ITC Holdings and other	3,596,861			3,252,047
Reconciliations / Intercompany Eliminations (a)	(3,310,908		)	(3,127,639		)
Total Assets	$	6,048,789		$	5,564,809

____________________________


(a)	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 condensed consolidated statements of financial position.

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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

Our reports, filings and other public announcements contain certain statements that describe our management’s beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for our business and the electric transmission industry based upon information currently available. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by words such as “will,” “may,” “anticipates,” “believes,” “intends,” “estimates,” “expects,” “projects” and similar phrases. These forward-looking statements are based upon assumptions our management believes are reasonable. Such forward-looking statements are subject to risks and uncertainties which could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among others, the risks and uncertainties listed in Item 1A Risk Factors of our Form 10-K for the fiscal year ended December 31, 2012 , and the following:

•

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 acquisitions that could have a material 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 expected revenues and earnings. In addition, we expect to invest in 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 our business, financial condition, results of operations and cash flows.


•	If amounts billed for transmission service for our Regulated Operating Subsidiaries’ transmission systems are lower than expected, or our actual revenue requirements are higher than expected, the timing of collection of our revenues would be delayed.


•	Each of our MISO 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 could have a material adverse effect on our business, financial condition, results of operations and cash flows.

•

A significant amount of the land on which our Regulated Operating Subsidiaries’ assets are located is subject to easements, mineral rights and other similar encumbrances. 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.


•	Our Regulated Operating Subsidiaries contract with third parties to provide services for certain aspects of their businesses. If any of these agreements are terminated, our Regulated Operating Subsidiaries may face a shortage of labor or replacement contractors to provide the services formerly provided by these third parties.


•	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.

•

Our Regulated Operating Subsidiaries are subject to various regulatory requirements, including reliability standards; contract filing requirements; reporting, recordkeeping and accounting requirements; and transaction approval 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 business, financial condition, results of operations and cash flows.

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•	Acts of war, terrorist attacks and threats, including cyber attacks or threats, or the escalation of military activity in response to such attacks or otherwise may negatively affect our business, financial condition, results of operations and cash flows.


•	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.


•	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.


•	We may be unable to satisfy the conditions or obtain the approvals required to complete the Entergy Transaction or such approvals may contain material restrictions or conditions.


•	If completed, the Entergy Transaction may not be successful or achieve its anticipated benefits.


•	The merger agreement contains provisions that may discourage other companies from trying to acquire us.


•	Failure to complete the Entergy Transaction could adversely affect the market price of ITC Holdings common stock as well as our business, financial condition, results of operations and cash flows.


•	Investors holding shares of ITC Holdings common stock immediately prior to the completion of the Entergy Transaction will, in the aggregate, have a significantly reduced ownership and voting interest in us after the Entergy Transaction and will exercise less influence over management.


•	After the completion of the merger, sales of ITC Holdings common stock may negatively affect its market price.


•	We are required to abide by potentially significant restrictions which could limit our ability to undertake certain corporate actions (such as the issuance of ITC Holdings common stock or the undertaking of a merger or consolidation) that otherwise could be advantageous.

Because our forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different and any or all of our forward-looking statements may turn out to be wrong. Forward-looking statements speak only as of the date made and can be affected by assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. Consequently, we cannot assure you that our expectations or forecasts expressed in such forward-looking statements will be achieved. Except as required by law, we undertake no obligation to publicly update any of our forward-looking or other statements, whether as a result of new information, future events, or otherwise.

OVERVIEW

Through our Regulated Operating Subsidiaries, we operate high-voltage systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma that transmit electricity from generating stations to local distribution facilities connected to our systems. Our business strategy is to operate, maintain and invest in transmission infrastructure in order to enhance system integrity and reliability, to reduce transmission constraints and to upgrade the transmission networks to support new generating resources interconnecting to our transmission systems. We also are pursuing development projects not within our existing systems, which are also intended to improve overall grid reliability, reduce transmission constraints and facilitate interconnections of new generating resources, as well as enhance competitive wholesale electricity markets.

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As electric transmission utilities with rates regulated by the FERC, our Regulated Operating Subsidiaries earn revenues through tariff rates charged for the use of their electric transmission systems by our customers, which include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. As independent transmission companies, our Regulated Operating Subsidiaries are subject to rate regulation only by the FERC. The rates charged by our Regulated Operating Subsidiaries are established using cost-based formula rate templates as discussed in Note 3 to the condensed consolidated financial statements under “— Cost-Based Formula Rates with True-Up Mechanism.”

Our Regulated Operating Subsidiaries’ primary operating responsibilities include maintaining, improving and expanding their transmission systems to meet their customers’ ongoing needs, scheduling outages on system elements to allow for maintenance and construction, maintaining appropriate system voltages and monitoring flows over transmission lines and other facilities to ensure physical limits are not exceeded.

We derive nearly all of our revenues from providing electric transmission service over our Regulated Operating Subsidiaries’ transmission systems to investor-owned utilities such as Detroit Edison, Consumers Energy and IP&L, and to other entities such as alternative electricity suppliers, power marketers and other wholesale customers that provide electricity to end-use consumers and from transaction-based capacity reservations on our transmission systems.

Significant recent matters that influenced our financial position and results of operations and cash flows for the six months ended June 30, 2013 or may affect future results include:


•	Our capital investment of $455.4 million at our Regulated Operating Subsidiaries for the six months ended June 30, 2013 , resulting primarily from our focus on improving system reliability, increasing system capacity and upgrading the transmission network to support new generating resources;


•	Debt issuances as described in Note 5 to the condensed consolidated financial statements and borrowings under our revolving and term loan credit agreements in 2013 and 2012 to fund capital investment at our Regulated Operating Subsidiaries, resulting in higher interest expense;


•	Debt maturing within one year of $250.0 million as of June 30, 2013 and the interest rates associated with the additional financing required;

•

The proposed transaction with Entergy in which Entergy will divest and merge its electric transmission business with a wholly-owned subsidiary of ITC Holdings (“Entergy Transaction”) as discussed below under “Capital Project Updates and Other Recent Developments.” For the three and six months ended June 30, 2013 , we expensed external legal, advisory and financial services fees of $19.0 million and $27.7 million , respectively, and certain internal labor costs of $2.9 million and $5.2 million , respectively, related to the Entergy Transaction recorded primarily within general and administrative expenses. Certain amounts of the external costs are not expected to be deductible for income tax purposes. The external and internal costs related to the Entergy Transaction are not included as components of revenue requirement as they were incurred at ITC Holdings. The transaction fees are expected to continue to be significant until the transaction is consummated. Completion of the transaction is anticipated to occur in 2013.

These items are discussed in more detail throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Capital Project Updates and Other Recent Developments

Thumb Loop Project

The Thumb Loop Project is located in ITCTransmission’s region and consists of a 140-mile, double-circuit 345 kV transmission line and related substations that will serve as the backbone of the transmission system needed to accommodate future wind development projects in the Michigan counties of Tuscola, Huron, Sanilac and St. Clair. Construction activities commenced for the Thumb Loop Project in 2012. Through June 30, 2013 , ITCTransmission has invested $256.8 million in the Thumb Loop Project. We estimate ITCTransmission will invest a total of approximately $510 million to complete construction of the project.

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ITC Great Plains

Kansas V-Plan Project

The Kansas V-Plan Project is a 200-mile long transmission line that will run between Spearville and Wichita, Kansas. ITC Great Plains is responsible for constructing an approximately 120-mile portion of the project from Spearville to Medicine Lodge, Kansas. ITC Great Plains commenced construction during 2012, and through June 30, 2013 , ITC Great Plains has invested $109.4 million in the Kansas V-Plan Project. We estimate that ITC Great Plains will invest a total of approximately $300 million to complete construction of its portion of the project.

Regulatory Assets

As of June 30, 2013 , we have recorded a total of $13.9 million of regulatory assets for start-up, development and pre-construction expenses incurred by ITC Great Plains, which include certain costs incurred for the Kansas Electric Transmission Authority (“KETA”) Project and the Kansas V-Plan Project prior to construction. Based on ITC Great Plains’ FERC application under which authority to recognize these regulatory assets was sought and the related FERC order granting such authority, ITC Great Plains made a filing with the FERC under Section 205 of the FPA in May 2013 to recover these start-up, development and pre-construction expenses in future rates.

Development Bonuses

We recognized general and administrative expenses of $0.7 million and $2.1 million during the three and six months ended June 30, 2013 , respectively, and $0.6 million during the three and six months ended June 30, 2012 , for bonuses for the successful completion of certain milestones relating to projects at ITC Great Plains. It is reasonably possible that future development-related bonuses may be authorized and awarded for these or other development projects.

North Central Region Development

In 2009, we announced the Green Power Express project, which consisted of transmission line segments that would facilitate the movement of power from the Dakotas, Minnesota and Iowa to Midwest load centers that demand energy. After the announcement of the Green Power Express project, MISO undertook its Regional Generation Outlet Study (“RGOS”) to promote investments in new regional transmission infrastructure and implemented its Multi-Value Project (“MVP”) cost allocation methodology. MISO’s RGOS and MVP processes provide a channel for the Green Power Express project, or its underlying segments, to move forward through the planning approval process as MVPs. In December 2011, MISO approved the first portfolio of MVPs identified through the RGOS which includes portions of four MVPs that we intend to build, own and operate. The four MVPs are located in south central Minnesota, portions of Iowa, southwest Wisconsin, and northeast Missouri.

We continue to explore other opportunities to advance segments of our Green Power Express project, or similar RGOS projects, through the MISO MVP process.

Entergy Transaction

As of December 4, 2011, Entergy and ITC Holdings executed definitive agreements (as subsequently amended, the “transaction agreements”) under which Entergy will divest and then merge its electric transmission business with a wholly-owned subsidiary of ITC Holdings. Entergy’s electric transmission business consists of approximately 15,400 miles of interconnected transmission lines at voltages of 69 kV and above and associated substations across its utility service territory in the mid-south.

The Entergy Transaction would expand our network across the entire middle of the continental United States from the Great Lakes to the Gulf Coast. It will approximately double our asset base, add sizable new markets to our operating and development portfolio, and diversify and enhance growth prospects through an expanded footprint.

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shareholders, or a combination of a special dividend and share repurchase. The merger will result in shareholders of Entergy receiving approximately 50.1% of the shares of ITC Holdings outstanding immediately following the merger in exchange for their shares of Mid South TransCo, with the shareholders of ITC Holdings immediately prior to the merger owning the remaining approximately 49.9% equity interest in the combined company. In addition, Entergy will receive gross cash proceeds of $1.775 billion from indebtedness that will be incurred by Mid South TransCo and its subsidiaries prior to the merger. This indebtedness will be assumed by us upon completion of the transaction.

On April 16, 2013 and June 20, 2013, ITC Holdings received shareholder approval and FERC approval, respectively, necessary to consummate the merger. In addition, Entergy has received a favorable ruling on the tax free nature of the transaction from the Internal Revenue Service. Completion of the Entergy Transaction is expected in 2013 and remains subject to the satisfaction of certain closing conditions, including receipt of the necessary approvals of Entergy’s retail regulators. There can be no assurance the Entergy Transaction will be consummated. See “Item 1A Risk Factors — We may be unable to satisfy the conditions or obtain the approvals required to complete the Entergy Transaction or such approvals may contain material restrictions or conditions” of our Form 10-K for the fiscal year ended December 31, 2012 .

Cost-Based Formula Rates with True-Up Mechanism

Our Regulated Operating Subsidiaries calculate their revenue requirements using cost-based formula rate templates and are effective without the need to file rate cases with the FERC, although the rates are subject to legal challenge at the FERC. Under these formula rate templates, our Regulated Operating Subsidiaries recover expenses and earn a return on and recover investments in property, plant and equipment on a current rather than a lagging basis. The formula rate templates utilize forecasted expenses, property, plant and equipment, point-to-point revenues, network load at our MISO Regulated Operating Subsidiaries and other items for the upcoming calendar year to establish projected revenue requirements for each of our Regulated Operating Subsidiaries that are used as the basis for billing for service on their systems from January 1 to December 31 of that year. Our cost-based formula rate templates include a true-up mechanism, whereby our Regulated Operating Subsidiaries compare their actual revenue requirements to their billed revenues for each year to determine any over- or under-collection of revenue. The over- or under-collection typically results from differences between the projected revenue requirement used as the basis for billing and actual revenue requirement at each of our Regulated Operating Subsidiaries, or from differences between actual and projected monthly peak loads at our MISO Regulated Operating Subsidiaries. In the event billed revenues in a given year are more or less than actual revenue requirements, which are calculated primarily using information from that year’s FERC Form No. 1, our Regulated Operating Subsidiaries will refund or collect additional revenues, with interest, within a two-year period such that customers pay only the amounts that correspond to actual revenue requirements for that given period. This annual true-up ensures that our Regulated Operating Subsidiaries recover their allowed costs and earn their allowed returns.

Revenue Accruals and Deferrals — Effects of Monthly Peak Loads

For our MISO Regulated Operating Subsidiaries, monthly peak loads are used for billing network revenues, which currently is the largest component of our operating revenues. One of the primary factors that impacts the revenue accrual/deferral at our MISO Regulated Operating Subsidiaries is actual monthly peak loads experienced as compared to those forecasted in establishing the annual network transmission rate. Under their formula rates that contain a true-up mechanism, our Regulated Operating Subsidiaries accrue or defer revenues to the extent that their actual revenue requirement for the reporting period is higher or lower, respectively, than the amounts billed relating to that reporting period. For example, to the extent that amounts billed are less than the revenue requirement for a reporting period, a revenue accrual is recorded for the difference. To the extent that amounts billed are more than the revenue requirement for a reporting period, a revenue deferral is recorded for the difference. Although monthly peak loads do not impact operating revenues recognized, network load affects the timing of our cash flows from transmission service. The monthly peak load of our MISO Regulated Operating Subsidiaries is affected by many variables, but is generally impacted by weather and economic conditions and is seasonally shaped with higher load in the summer months when cooling demand is higher.

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The following table sets forth the monthly peak loads during the last three calendar years.

Monthly Peak Load (in MW) (a)



	2013			2012			2011
	ITCTransmission	METC	ITC Midwest	ITCTransmission	METC	ITC Midwest	ITCTransmission	METC	ITC Midwest
January	7,593	6,215	2,790	7,264	6,145	2,789	7,326	6,045	2,777
February	7,141	5,848	2,677	6,919	5,754	2,592	7,261	6,058	2,854
March	6,817	5,551	2,542	6,941	5,708	2,443	6,946	5,715	2,520
April	6,566	5,316	2,463	6,403	5,259	2,296	6,483	5,416	2,458
May	8,956	6,489	2,563	8,947	6,459	2,700	10,119	7,239	2,773
June	10,335	7,647	3,194	11,652	8,738	3,388	11,488	8,231	3,403
July				12,180	9,354	3,636	12,321	9,389	3,621
August				11,081	8,508	3,445	11,158	8,538	3,614
September				9,094	7,349	3,443	11,288	7,966	3,466
October				6,566	5,429	2,539	6,642	5,479	2,559
November				7,022	5,829	2,631	7,101	6,061	2,556
December				7,226	5,928	2,682	7,206	6,071	2,734
Total	47,408	37,066	16,229	101,295	80,460	34,584	105,339	82,208	35,335

____________________________


(a)	Our MISO Regulated Operating Subsidiaries are each 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 MISO Regulated Operating Subsidiaries makes up the most significant portion of the rates or revenue requirement billed to network load within their respective joint rate zone.

Capital Investment and Operating Results Trends

We expect a general trend of increases in revenues and earnings for our Regulated Operating Subsidiaries over the long term. The primary factor that is expected to continue to increase our actual revenue requirements in future years is our anticipated capital investment in excess of depreciation as a result of our Regulated Operating Subsidiaries’ long-term capital investment programs to improve reliability, increase system capacity and upgrade the transmission network to support new generating resources, as well as the Entergy Transaction. In addition, our capital investment efforts relating to development initiatives are based on establishing an ongoing pipeline of projects that will position us for long-term growth. Investments in property, plant and equipment, when placed in service upon completion of a capital project, are added to the rate base of our Regulated Operating Subsidiaries.

Our Regulated Operating Subsidiaries strive for high reliability of their systems and to improve system accessibility for all generation resources. Effective June 2007, the FERC approved mandatory adoption of certain reliability standards and approved enforcement actions for violators, including fines of up to $1.0 million per day. The NERC was assigned the responsibility of developing and enforcing these mandatory reliability standards. We continually assess our transmission systems against standards established by the NERC, as well as the standards of applicable regional entities under the NERC that have been delegated certain authority for the purpose of proposing and enforcing reliability standards. We believe we meet the applicable standards in all material respects, although further investment in our transmission systems and an increase in maintenance activities will likely be needed to maintain compliance, improve reliability and address any new standards that may be promulgated.

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We also assess our transmission systems against our own planning criteria that are filed annually with the FERC. Based on our planning studies, we see needs to make capital investments to (1) rebuild existing property, plant and equipment; (2) upgrade the system to address demographic changes that have impacted transmission load and the changing role that transmission plays in meeting the needs of the wholesale market, including accommodating the siting of new generation or to increase import capacity to meet changes in peak electrical demand; (3) relieve congestion in the transmission systems; and (4) achieve state and federal policy goals, such as renewable generation portfolio standards. The following table shows our expected and actual capital investment for each of the Regulated Operating Subsidiaries and our development initiatives:



			Actual Capital		Forecasted Capital
	Long-term Capital		Investment for the		Investment for the
(in millions)	Investment Program		six months ended		year ending
Source of Investment	2012-2016 (a)		June 30, 2013 (b)		December 31, 2013 (a)
ITCTransmission	$	739	$	120.8	$200 — 230
METC	581		81.8		160 — 180
ITC Midwest	1,128		178.8		270 — 300
ITC Great Plains (c)	343		74.0		130 — 150
Development (d)	1,390		—		—
Total	$	4,181	$	455.4	$760 — 860

____________________________

(a)

The current long-term capital investment program does not include anticipated expenditures related to the Entergy Transaction or in the subsidiaries of Mid South TransCo post-closing. The forecasted investments in property, plant and equipment would be expected to increase significantly following closing of that transaction. The forecasted investments in property, plant and equipment do not reflect any potential modifications resulting from the recently issued FERC order indicating that the use of Attachment FF for ITC Midwest was no longer just and reasonable as discussed in Note 3 to the condensed consolidated financial statements under Complaint of IP&L. We do not anticipate a material impact on our long-term capital investment plan as a result of this order.

(b)

Capital investment amounts differ from cash expenditures for property, plant and equipment included in our condensed 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.


(c)	ITC Great Plains’ investment program includes the Kansas V-Plan Project that is under construction.


(d)	The long-term capital investment program includes expenditures to construct various development projects such as our portions of the four MISO MVPs.

Investments in property, plant and equipment could vary due to, among other things, the impact of actual loads, forecasted loads, regional economic conditions, weather conditions, union strikes, labor shortages, material and equipment prices and availability, our ability to obtain any necessary financing for such expenditures, limitations on the amount of construction that can be undertaken on our syste ms at any one time, regulatory approvals for reasons relating to rate construct, environmental, siting, regional planning, cost recovery or other issues or as a result of legal proceedings, including the Attachment FF policy changes described in Note 3 to the condensed consolidated financial statements under Complaint of IP&L, and variances between estimated and actual costs of construction contracts awarded. In addition, investments in transmission network upgrades for generator interc onnection projects could change from prior estimates significantly due to changes in the MISO queue for generation projects, the generator’s potential failure to meet the various criteria of Attachment FF of the MISO tariff for the project to qualify as a refundable network upgrade, and other factors beyond our control.

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RESULTS OF OPERATIONS

Results of Operations and Variances



	Three months ended									Percentage		Six months ended									Percentage
	June 30,						Increase			increase		June 30,						Increase			increase
(in thousands)	2013			2012			(decrease)			(decrease)		2013			2012			(decrease)			(decrease)
OPERATING REVENUES	$	229,817		$	197,375		$	32,442		16.4	%	$	447,121		$	394,088		$	53,033		13.5	%
OPERATING EXPENSES
Operation and maintenance	29,668			30,058			(390		)	(1.3	)%	54,181			58,770			(4,589		)	(7.8	)%
General and administrative	43,939			27,876			16,063			57.6	%	78,865			50,885			27,980			55.0	%
Depreciation and amortization	29,295			25,976			3,319			12.8	%	57,781			50,987			6,794			13.3	%
Taxes other than income taxes	16,094			15,185			909			6.0	%	32,764			29,465			3,299			11.2	%
Other operating (income) and expenses — net	(173		)	(203		)	30			(14.8	)%	(345		)	(396		)	51			(12.9	)%
Total operating expenses	118,823			98,892			19,931			20.2	%	223,246			189,711			33,535			17.7	%
OPERATING INCOME	110,994			98,483			12,511			12.7	%	223,875			204,377			19,498			9.5	%
OTHER EXPENSES (INCOME)
Interest expense	40,402			40,084			318			0.8	%	79,465			77,994			1,471			1.9	%
Allowance for equity funds used during construction	(8,292		)	(4,554		)	(3,738		)	82.1	%	(17,025		)	(10,178		)	(6,847		)	67.3	%
Other income	(286		)	(1,226		)	940			(76.7	)%	(495		)	(1,287		)	792			(61.5	)%
Other expense	2,671			472			2,199			465.9	%	3,681			1,058			2,623			247.9	%
Total other expenses (income)	34,495			34,776			(281		)	(0.8	)%	65,626			67,587			(1,961		)	(2.9	)%
INCOME BEFORE INCOME TAXES	76,499			63,707			12,792			20.1	%	158,249			136,790			21,459			15.7	%
INCOME TAX PROVISION	29,104			21,321			7,783			36.5	%	60,664			48,353			12,311			25.5	%
NET INCOME	$	47,395		$	42,386		$	5,009		11.8	%	$	97,585		$	88,437		$	9,148		10.3	%

Operating Revenues

Three months ended June 30, 2013 compared to three months ended June 30, 2012

The following table sets forth the components of and changes in operating revenues:



												Percentage
	2013				2012				Increase			increase
(in thousands)	Amount		Percentage		Amount		Percentage		(decrease)			(decrease)
Network revenues	$	177,880	77.4	%	$	156,453	79.3	%	$	21,427		13.7	%
Regional cost sharing revenues	40,325		17.5	%	29,240		14.8	%	11,085			37.9	%
Point-to-point	4,055		1.8	%	4,462		2.3	%	(407		)	(9.1	)%
Scheduling, control and dispatch	3,133		1.4	%	3,704		1.9	%	(571		)	(15.4	)%
Other	4,424		1.9	%	3,516		1.7	%	908			25.8	%
Total	$	229,817	100.0	%	$	197,375	100.0	%	$	32,442		16.4	%

Network revenues increased due primarily to higher revenue requirements at our Regulated Operating Subsidiaries during the three months ended June 30, 2013 as compared to the same period in 2012 . Higher net revenue requirements were due primarily to higher rate bases associated with higher balances of property, plant and equipment in-service and the initial recognition of the FERC audit refund in the second quarter of 2012 of $11.0 million. See further discussion in Note 11 to the condensed consolidated financial statements under “Commitments and Contingent Liabilities — FERC Audit of ITC Midwest.”

Regional cost sharing revenues increased due primarily to additional capital projects that have been identified by MISO as eligible for regional cost sharing and these projects being placed in-service. We expect to continue to receive regional cost sharing revenues and the amounts could increase in the near future, including revenues associated with projects that have been or are expected to be approved for regional cost sharing.

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Six months ended June 30, 2013 compared to six months ended June 30, 2012

The following table sets forth the components of and changes in operating revenues:



												Percentage
	2013				2012				Increase			increase
(in thousands)	Amount		Percentage		Amount		Percentage		(decrease)			(decrease)
Network revenues	$	349,165	78.1	%	$	319,609	81.1	%	$	29,556		9.2	%
Regional cost sharing revenues	77,794		17.4	%	54,716		13.9	%	23,078			42.2	%
Point-to-point	8,424		1.9	%	8,587		2.2	%	(163		)	(1.9	)%
Scheduling, control and dispatch	6,122		1.4	%	7,079		1.8	%	(957		)	(13.5	)%
Other	5,616		1.2	%	4,097		1.0	%	1,519			37.1	%
Total	$	447,121	100.0	%	$	394,088	100.0	%	$	53,033		13.5	%

Network revenues increased due primarily to higher revenue requirements at our Regulated Operating Subsidiaries during the six months ended June 30, 2013 as compared to the same period in 2012 . Higher net revenue requirements were due primarily to higher rate bases associated with higher balances of property, plant and equipment in-service and the initial recognition of the FERC audit refund in the second quarter of 2012 of $11.0 million.

Operating revenues for the six months ended June 30, 2013 include the network revenue, regional cost sharing and scheduling, control and dispatch revenue accruals (deferrals) as calculated below:



														Total
								ITC			ITC Great			net revenue
Line	Item	ITCTransmission			METC			Midwest			Plains			deferral
	(in thousands)
1	Estimated net revenue requirement (network revenues recognized) (a)	$	118,026		$	99,700		$	128,592		$	2,847
2	Network revenues billed (b)	113,538			98,351			130,629			2,866
3	Network revenue accruals (deferrals) (line 1 — line 2)	4,488			1,349			(2,037		)	(19		)
4	Regional cost sharing revenue accruals (deferrals) (c)	(7,161		)	(1,673		)	529			(2,532		)
5	Scheduling, control and dispatch revenue deferrals (d)	(484		)	(412		)	(295		)	—
6	Total net revenue accruals (deferrals) (line 3 + line 4 + line 5)	$	(3,157	)	$	(736	)	$	(1,803	)	$	(2,551	)	$	(8,247	)

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(a)

The calculation of net revenue requirement for our Regulated Operating Subsidiaries is described in our Form 10-K for the year ended December 31, 2012 under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cost-Based Formula Rates with True-Up Mechanism — Revenue Requirement Calculation.” The amount is estimated for each reporting period until such time as FERC Form No. 1’s are completed for our Regulated Operating Subsidiaries.

(b)

Network revenues billed at our MISO Regulated Operating Subsidiaries are calculated based on the joint zone monthly network peak load multiplied by their effective monthly network rates for 2013 of $2.147 per kW/month, $2.5263 per kW/month and $7.805 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 our MISO Regulated Operating Subsidiaries 2011 true-up adjustments. The rates for 2013 include amounts for the collection and refund of the 2011 revenue accruals and deferrals and related accrued interest and the revenues billed in 2013 associated with the 2011 revenue accruals and deferrals are not included in these amounts. Our rates at ITC Great Plains are billed ratably each month based on its annual projected net revenue requirement.


(c)	Regional cost sharing revenues are subject to a separate true-up mechanism whereby our Regulated Operating Subsidiaries accrue or defer revenues for any over- or under-recovery. The related revenue accruals or deferrals associated with regional cost sharing revenues are included in the regional cost sharing revenue amounts.


(d)	Beginning in 2013, a significant portion of our MISO Regulated Operating Subsidiaries’ scheduling, control and dispatch revenues are subject to a separate true-up mechanism whereby our MISO Regulated Operating Subsidiaries accrue or defer revenues for any over- or under-recovery. The related revenue accruals or deferrals associated with the MISO

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Regulated Operating Subsidiaries’ scheduling, control and dispatch revenues are included in the scheduling, control and dispatch revenue amounts.

Operating Expenses

Operation and maintenance expenses

Three months ended June 30, 2013 compared to three months ended June 30, 2012

Operating and maintenance expenses were consistent when compared to the same period in 2012.

Six months ended June 30, 2013 compared to six months ended June 30, 2012

Operation and maintenance expenses decreased by $2.6 million due to lower vegetation management requirements and by $2.4 million due to lower NERC compliance activities associated with surveying transmission overhead lines.

General and administrative expenses

Three months ended June 30, 2013 compared to three months ended June 30, 2012

General and administrative expenses increased due to higher external legal, advisory and consulting services for the Entergy Transaction of $14.9 million and an increase in other professional and business services such as legal, advisory and outside services fees of $1.3 million.

Six months ended June 30, 2013 compared to six months ended June 30, 2012

General and administrative expenses increased due to higher external legal, advisory and consulting services for the Entergy Transaction of $21.2 million, higher compensation-related expenses of $3.7 million primarily due to personnel increases and an increase in other professional and business services such as legal, advisory and outside services fees of $2.7 million, due primarily to increased information technology support.

Depreciation and amortization expenses

Three and six months ended June 30, 2013 compared to three and six months ended June 30, 2012

Depreciation and amortization expenses increased due primarily to a higher depreciable base resulting from property, plant and equipment additions.

Taxes other than income taxes

Three and six months ended June 30, 2013 compared to three and six months ended June 30, 2012

Taxes other than income taxes increased due to higher property tax expenses due primarily to our Regulated Operating Subsidiaries’ 2012 capital additions, which are included in the assessments for 2013 personal property taxes.

Other Expenses (Income)

Three and six months ended June 30, 2013 compared to three and six months ended June 30, 2012

Allowance for Equity Funds Used During Construction (“AFUDC equity”) increased due primarily to higher capital expenditures during the period.

Income Tax Provision

Three months ended June 30, 2013 compared to three months ended June 30, 2012

Our effective tax rates for the three months ended June 30, 2013 and 2012 were 38.0% and 33.5% , respectively. Our effective tax rate in 2013 is different from our 35% statutory federal income tax rate due primarily to state income taxes as well as the non-deductibility of certain costs incurred to facilitate the consummation of the Entergy Transaction, offset by the tax effects of AFUDC equity which reduced the effective tax rate. The amount of income tax expense relating to AFUDC equity was recognized as a regulatory asset and not included in the income tax provision. We recorded a state income tax

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provision of $2.5 million (net of federal deductibility) during the three months ended June 30, 2013 , compared to a state income tax provision of $0.1 million (net of federal deductibility) for the three months ended June 30, 2012 .

Six months ended June 30, 2013 compared to six months ended June 30, 2012

Our effective tax rates for the six months ended June 30, 2013 and 2012 were 38.3% and 35.3% , respectively. Our effective tax rate in both years exceeded our 35% statutory federal income tax rate due primarily to state income taxes as well as the non-deductibility of certain costs incurred to facilitate the consummation of the Entergy Transaction, offset by the tax effects of AFUDC equity which reduced the effective tax rate. The amount of income tax expense relating to AFUDC equity was recognized as a regulatory asset and not included in the income tax provision. We recorded a state income tax provision of $5.4 million (net of federal deductibility) during the six months ended June 30, 2013 , compared to a state income tax provision of $2.4 million (net of federal deductibility) for the six months ended June 30, 2012 .

LIQUIDITY AND CAPITAL RESOURCES

We expect to fund our future capital requirements with cash from operations, our existing cash and cash equivalents and amounts available under our revolving credit agreements (described in Note 5 to the condensed consolidated financial statements). In addition, we may from time to time secure debt and equity funding in the capital markets, although we can provide no assurance that we will be able to obtain financing on favorable terms or at all. We expect that our capital requirements will arise principally from our need to:


•	Fund capital expenditures at our Regulated Operating Subsidiaries and, following the close of the Entergy Transaction, capital expenditures at the subsidiaries of Mid South TransCo. Our plans with regard to property, plant and equipment investments are described in detail above under “— Capital Investment and Operating Results Trends.”


•	Fund business development expenses and related capital expenditures. We are pursuing development activities for transmission projects which will continue to result in the incurrence of development expenses and could result in significant capital expenditures.


•	Fund working capital requirements.


•	Fund our debt service requirements. We expect our interest payments to increase each year as a result of additional debt we expect to incur to fund our capital expenditures.


•	Fund dividends or any recapitalization associated with the Entergy transaction to holders of our common stock.

•

Fund contributions to our retirement plans, as described in Note 9 to the condensed consolidated financial statements. We expect to contribute up to $3.8 million to these plans during the remainder of 2013 . The impact of the growth in the number of participants in our retirement benefit plans 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.

In addition to the expected capital requirements above, any adverse determinations relating to the contingencies described in Note 11 to the condensed consolidated financial statements would result in additional capital requirements.

We believe that we have sufficient capital resources to meet our currently anticipated short-term needs. We rely on both internal and external sources of liquidity to provide working capital and to fund capital investments. We expect to continue to utilize our revolving and term loan credit agreements and our cash and cash equivalents as needed to meet our short-term cash requirements. As described in Note 5 to the condensed consolidated financial statements, we entered into term loan credit agreements in 2013 for $250.0 million at ITC Holdings and $100.0 million at ITC Great Plains. As of June 30, 2013 , we had consolidated indebtedness under our revolving and term loan credit agreements of $749.3 million , with unused capacity under the agreements of $525.7 million .

As of June 30, 2013 , we had approximately $250.0 million of debt maturing within one year, excluding the $652.0 million of debt outstanding as of June 30, 2013 that was refinanced with long term debt at ITC Holdings and ITCTransmission as described in Note 5. The remaining maturing debt is expected to be refinanced with long-term debt. In addition, for our long-term capital requirements and the funding of the anticipated $700 million recapitalization in connection with the Entergy Transaction, we expect that we will need to obtain additional debt financing. Certain of our capital projects could be delayed in the event we experience difficulties in accessing capital. We expect to be able to obtain such additional financing for both our short and long-term requirements as needed, in amounts and upon terms that will be reasonably satisfactory to us due to our strong credit ratings and our historical ability to obtain financing.

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ITC Holdings

On July 3, 2013, ITC Holdings issued $250.0 million aggregate principal amount of its 4.05% Senior Notes, due 2023 and $300.0 million aggregate principal amount of its 5.30% Senior Notes, due 2043. See Note 5 to the condensed consolidated financial statements.

ITCTransmission

On July 11, 2013, ITCTransmission entered into a new unsecured, unguaranteed term loan credit agreement, due July 14, 2014, with a borrowing capacity under the agreement of $185.0 million, all of which has been utilized. See Note 5 to the condensed consolidated financial statements.

Credit Ratings

Credit ratings by nationally recognized statistical rating agencies are an important component of our liquidity profile. Credit ratings relate to our ability to issue debt securities and the cost to borrow money, and should not be viewed as an indication of future stock performance or a recommendation to buy, sell, or hold securities. Ratings are subject to revision or withdrawal at any time and each rating should be evaluated independently of any other rating. Our current credit ratings are displayed in the following table. An explanation of these ratings may be obtained from the respective rating agency.



Issuer	Issuance	Standard and Poor’s Ratings Services (a)	Moody’s Investor Service, Inc. (b)
ITC Holdings	Senior Unsecured Notes	BBB	Baa2
ITCTransmission	First Mortgage Bonds	A	A1
METC	Senior Secured Notes	A	A1
ITC Midwest	First Mortgage Bonds	A	A1
ITC Great Plains	Unsecured Credit Facility	BBB+	Baa1

____________________________


(a)	On June 28, 2013, Standard and Poor’s Financial Services completed their semi-annual review and made no changes to the existing ratings. All of the ratings have a stable outlook.


(b)	Moody’s Investor Service, Inc. updated their credit opinions on April 15, 2013 and made no changes to the credit ratings. All of the ratings have a stable outlook.

Covenants

Our debt instruments include senior notes, secured notes, first mortgage bonds, unsecured term loans and revolving credit agreements containing numerous financial and operating covenants that place significant restrictions, which are described in Note 5 to the condensed consolidated financial statements and in our Form 10-K for the fiscal year ended December 31, 2012 . As of June 30, 2013 , we were in compliance with all debt covenants and in the event of a downgrade in our credit ratings, none of the covenants would be directly impacted, although the borrowing costs under our revolving credit agreements would increase.

Cash Flows From Operating Activities

Net cash provided by operating activities was $184.8 million and $133.7 million for the six months ended June 30, 2013 and 2012 , respectively. The increase in cash provided by operating activities was due primarily to an increase in cash received from operating revenues of $40.0 million and the timing of tax payments which resulted in lower income taxes paid of $13.1 million during the six months ended June 30, 2013 compared to the same period in 2012 .

Cash Flows From Investing Activities

Net cash used in investing activities was $426.1 million and $441.3 million for the six months ended June 30, 2013 and 2012 , respectively. The decrease in cash used in investing activities was due primarily to the timing of payments for investments in property, plant and equipment and lower net cash flows associated with the sales and purchases of securities related to our supplemental nonqualified retirement benefit plans during the six months ended June 30, 2013 compared to the same period in 2012 .

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Cash Flows From Financing Activities

Net cash provided by financing activities was $279.0 million and $287.8 million for the six months ended June 30, 2013 and 2012 , respectively. The decrease in cash provided by financing activities was due primarily to higher net payments of $15.6 million associated with the repayment of refundable deposits for transmission network upgrades. This decrease was partially offset by the proceeds from a net increase of $3.5 million in amounts outstanding under our revolving and term loan credit agreements and an increase of $3.2 million due to proceeds received from the issuance of common stock upon the exercise of outstanding options during the six months ended June 30, 2013 compared to the same period in 2012 .

CONTRACTUAL OBLIGATIONS

Our contractual obligations are described in our Form 10-K for the year ended December 31, 2012 . There have been no material changes to that information since December 31, 2012 , other than the items listed below and described in Note 5 to the condensed consolidated financial statements:


•	amounts borrowed under our revolving credit agreements;


•	the issuance of $100.0 million of 4.09% First Mortgage Bonds, Series F, due January 2043 by ITC Midwest;


•	the $250.0 million borrowed under the ITC Holdings 2013 Term Loan in February 2013, due December 2013;


•	the $100.0 million borrowed under the ITC Great Plains term loan credit agreement in May 2013, due November 2014, which repaid outstanding revolving credit borrowings;


•	the issuance of $250.0 million aggregate principal amount of ITC Holdings 4.05% Senior Notes, due 2023 and $300.0 million aggregate principal amount of ITC Holdings 5.30% Senior Notes, due 2043, in July 2013, which together repaid $200.0 million outstanding under its 2012 Term Loan and $267.0 million outstanding under its 5.25% Senior Notes due July 2013 ; and


•	the $185.0 million borrowed under the ITCTransmission term loan entered into on July 11, 2013, due July 2014, which repaid $185.0 million outstanding under its 4.45% First Mortgage Bonds, Series A, due July 2013.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates. The application of these policies necessarily involves judgments regarding future events. These estimates and judgments, in and of themselves, could materially impact the condensed consolidated financial statements and disclosures based on varying assumptions, as future events rarely develop exactly as forecasted, and even the best estimates routinely require adjustment. The accounting policies discussed in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in our Form 10-K for the fiscal year ended December 31, 2012 are considered by management to be the most important to an understanding of the consolidated financial statements because of their significance to the portrayal of our financial condition and results of operations or because their application places the most significant demands on management’s judgment and estimates about the effect of matters that are inherently uncertain. There have been no material changes to that information during the six months ended June 30, 2013 .

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to the condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fixed Rate Debt

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of our consolidated long-term debt, excluding revolving and term loan credit agreements, was $3,010.8 million at June 30, 2013 . The total book value of our consolidated long-term debt, excluding revolving and term loan credit agreements, was $2,719.7 million at June 30, 2013 . We performed an analysis calculating the impact of changes in interest rates on the fair value of long-term debt, excluding revolving and term loan credit agreements, at June 30, 2013 . An increase in interest rates

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of 10% (from 5.0% to 5.5%, for example) at June 30, 2013 would decrease the fair value of debt by $77.1 million, and a decrease in interest rates of 10% at June 30, 2013 would increase the fair value of debt by $83.1 million at that date.

Revolving and Term Loan Credit Agreements

At June 30, 2013 , we had a consolidated total of $749.3 million outstanding under our revolving and term loan credit agreements, which are variable rate loans and fair value approximates book value. A 10% increase or decrease in borrowing rates under the revolving credit agreements compared to the weighted average rates in effect at June 30, 2013 would increase or decrease the total interest expense by $1.0 million, respectively, for an annual period on a constant borrowing level of $749.3 million .

Derivative Instruments and Hedging Activities

We use derivative financial instruments, including interest rate swap contracts, to manage our exposure to fluctuations in interest rates. The use of these financial instruments mitigates exposure to these risks and the variability of our operating results. We are not a party to leveraged derivatives and do not enter into derivative financial instruments for trading or speculative purposes. In June 2013, we settled and terminated $250.0 million and $225.0 million of 10 -year and 30 -year term interest rate swaps, respectively, in conjunction with the Senior Notes issued at ITC Holdings. See Note 5 to the condensed consolidated financial statements.

Other

As described in our Form 10-K for the fiscal year ended December 31, 2012 , we are subject to commodity price risk from market price fluctuations, and to credit risk primarily with Detroit Edison, Consumers Energy and IP&L, our primary customers. There have been no material changes in these risks during the six months ended June 30, 2013 .

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been detected.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

For information regarding risk factors affecting us, see “Item 1A Risk Factors” of our Form 10-K for the fiscal year ended December 31, 2012 . There have been no material changes to the risk factors set forth therein.

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ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth the repurchases of common stock for the quarter ended June 30, 2013 :



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (b)	Maximum Number or Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
Period	Total Number of Shares Purchased (a)	Average Price Paid per Share
April 2013	2,669	$	90.35	—	—
May 2013	37,559	90.04		—	—
June 2013	1,828	88.09		—	—
Total	42,056	$	89.97	—	—

____________________________


(a)	Shares acquired were delivered to us by employees as payment of tax withholding obligations due to us upon the vesting of restricted stock.


(b)	We do not have a publicly announced share repurchase plan.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of this report (unless otherwise noted to be previously filed, and therefore incorporated herein by reference). Our SEC file number is 001-32576.



Exhibit No.			Description of Document
4.32			Seventh Supplemental Indenture, dated as of March 18, 2013, between ITC Midwest LLC and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (filed with Registrant’s Form 8-K filed on April 8, 2013)

4.33			Indenture, dated as of April 18, 2013, between ITC Holdings Corp. and Wells Fargo Bank, National Association, as trustee (including form of note) (filed with Registrant's Form S-3 on April 18, 2013)

4.34			First Supplemental Indenture, dated as of July 3, 2013 between ITC Holdings Corp and Wells Fargo Bank, National Association, as trustee (including forms of notes) (filed with Registrant's Form 8-K on July 3, 2013)

10.116			First Amendment, dated April 9, 2013, to Revolving Credit Agreement, dated as of February 16, 2011, among ITC Great Plains, LLC, various financial institutions and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (filed with Registrant’s Form 8-K filed on April 12, 2013)

10.118			Term Loan Credit Agreement, dated May 30, 2013, among ITC Great Plains, LLC, various financial institutions, and JPMorgan Chase Bank, N.A., as administrative agent (filed with Registrant's Form 8-K on June 3, 2013)

10.119			Term Loan Credit Agreement, dated as of July 11, 2013, among International Transmission Company, various financial institutions, and Barclays Bank PLC, as administrative agent (filed with Registrant's Form 8-K on July 15, 2013)

10.120			First Amendment to Executive Supplemental Retirement Plan, dated as of May 16, 2013

31.1			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 2002

31.2			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 2002

32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema

101.CAL			XBRL Taxonomy Extension Calculation Linkbase

101.DEF			XBRL Taxonomy Extension Definition Database

101.LAB			XBRL Taxonomy Extension Label Linkbase

101.PRE			XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of 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.

Dated: July 25, 2013



ITC HOLDINGS CORP.
By:	/s/ Joseph L. Welch
	Joseph L. Welch
	President and Chief Executive Officer (duly authorized officer)


By:	/s/ Cameron M. Bready
	Cameron M. Bready
	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


1.	I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2013 of ITC Holdings Corp.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant ’ s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant ’ s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant ’ s internal control over financial reporting that occurred during the registrant ’ s most recent fiscal quarter (the registrant ’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’ s internal control over financial reporting; and


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant ’ s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’ s internal control over financial reporting.


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.