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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2006
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32576
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| Michigan
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32-0058047 |
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(IRS Employer Identification No.) |
39500 Orchard Hill Place, Suite 200, Novi, Michigan 48375
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code): (248) 374-7100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Cautionary Language Concerning Forward-Looking Statements
This document and the exhibits attached hereto contain certain statements that describe our
management’s beliefs concerning future business conditions and prospects, growth opportunities and
the outlook for our business, including our business after a proposed acquisition transaction, and
the electricity 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
“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 other things, the risks and uncertainties disclosed in our most
recent annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q filed with the
Securities and Exchange Commission from time to time.
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. They 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 this document and the exhibits hereto and in our annual and quarterly reports
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. Actual
future results may vary materially. 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.
Item 2.02 Results of Operations and Financial Condition.
On August 10, 2006, ITC Holdings Corp. (the “Company”) conducted a conference call in
connection with the release of its second quarter 2006 financial results during which officers of
ITC Holdings Corp. reviewed with participants information relating to its results of operations and
other relevant information. A copy of the transcript of the quarterly earnings conference call is
attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
During the quarterly earnings conference call, the Company noted that its operating subsidiary
ITCTransmission had received approval from the Federal Energy Regulatory Commission to begin
recovering its expenses and investments on a current rather than lagging basis under its Attachment
O ratemaking methodology beginning January 1, 2007. An appendix to the quarterly earnings
conference call transcript, which explains how ITCTransmission will recover expenses and
investments on a current basis is posted on the Company’s website at http://www.itc-holdings.com
and is attached as part of Exhibit 99.1 hereto.
The information contained in this Item 7.01 is not filed for purposes of the Securities
Exchange Act of 1934 and is not deemed incorporated by reference by any general statements
incorporating by reference this report or future filings into any filings under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the
Company specifically incorporates the information by reference. By including this Item 7.01
disclosure in the filing of this Current Report on Form 8-K and furnishing this information, we
make no admission as to the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
Item 8.01 Other Events.
On August 16, 2006, the Company issued a press release announcing the declaration of a
dividend to its common shareholders. The press release is attached as Exhibit 99.2 to this Form 8-K
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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99.1 |
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Transcript of earnings conference call held August 10, 2006 and Appendix |
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99.2 |
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Press release dated August 16, 2006 |
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 hereunto duly authorized.
August 16, 2006
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ITC HOLDINGS CORP. |
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By:
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/s/ Daniel J. Oginsky |
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Daniel J. Oginsky |
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Its:
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Vice President, General Counsel and |
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Secretary |
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Exhibit Index
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| Exhibit |
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Description |
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99.1
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Transcript of earnings conference call held August 10, 2006 and Appendix |
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99.2
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Press release dated August 16, 2006 |