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 7, 2006
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.) |
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
Item 7.01 Regulation FD Disclosure
On August 8, 2006, ITC Holdings Corp. and ITC Great Plains, LLC will deliver a presentation to the
Kansas Electric Transmission Authority that includes the slides filed as Exhibit 99.1 to this
Current Report on Form 8-K, which are incorporated by reference herein.
On August 7, 2006, ITC Holdings Corp. issued a press release announcing the formation of its
subsidiary ITC Grid Development, LLC, which will focus on bringing improvements to the nation’s
electricity transmission infrastructure. The press release also announced the formation of ITC
Great Plains, LLC, a subsidiary of ITC Grid Development, LLC, which has opened an office in Kansas
and will focus on electricity transmission projects in Kansas and the Great Plains region of the
United States. A copy of the Press Release is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
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 9.01. Financial Statements and Exhibits
(c) Exhibits
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99.1
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Presentation, dated August 8, 2006 |
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99.2
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Press Release, dated August 7, 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 8, 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 |