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): September 27, 2010
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32576
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Michigan
(State of Incorporation)
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32-0058047
(IRS Employer Identification No.) |
27175 Energy Way, Novi, Michigan 48377
(Address of principal executive offices) (zip code)
(248) 946-3000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Cautionary Language Concerning Forward-Looking Statements
This document and the exhibit 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 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 annual report on Form
10-K and our 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.
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| Item 7.01 |
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Regulation FD Disclosure |
On September 27, 2010, ITC Holdings Corp. (the “Company”) will deliver a presentation that
includes the slides filed as Exhibit 99.1 to this Current Report on Form 8-K, which are
incorporated by reference herein. A live internet broadcast of the meeting will be available on
ITC’s website at http://investor.itc-holdings.com/events.cfm and copies of the slides are available
for viewing on our website located at www.itc-holdings.com, although we reserve the right to
discontinue that availability at any time.
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.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Investor Presentation dated September 27, 2010 |