ITC » Topics » ITC HOLDINGS CORP.

These excerpts taken from the ITC 10-K filed Feb 26, 2009.
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Michigan   32-0058047
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
27175 Energy Way
Novi, Michigan 48377
(Address Of Principal Executive Offices, Including Zip Code)
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Michigan   32-0058047
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
27175 Energy Way
Novi, Michigan 48377
(Address Of Principal Executive Offices, Including Zip Code)
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Michigan   32-0058047
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
27175 Energy Way
Novi, Michigan 48377
(Address Of Principal Executive Offices, Including Zip Code)
ITC HOLDINGS CORP.



(Exact Name of Registrant as
Specified in Its Charter)



 




















     

Michigan

 

32-0058047

(State or Other Jurisdiction
of

Incorporation or Organization)


 

(I.R.S. Employer

Identification No.)








 



27175 Energy Way



Novi, Michigan 48377



(Address Of Principal Executive
Offices, Including Zip Code)




ITC HOLDINGS CORP.



(Exact Name of Registrant as
Specified in Its Charter)



 




















     

Michigan

 

32-0058047

(State or Other Jurisdiction
of

Incorporation or Organization)


 

(I.R.S. Employer

Identification No.)








 



27175 Energy Way



Novi, Michigan 48377



(Address Of Principal Executive
Offices, Including Zip Code)




ITC HOLDINGS CORP.



(Exact Name of Registrant as
Specified in Its Charter)



 




















     

Michigan

 

32-0058047

(State or Other Jurisdiction
of

Incorporation or Organization)


 

(I.R.S. Employer

Identification No.)








 



27175 Energy Way



Novi, Michigan 48377



(Address Of Principal Executive
Offices, Including Zip Code)




This excerpt taken from the ITC 8-K filed Mar 20, 2008.
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)
         
Michigan   001-32576   32-0058047
 
(State or other Jurisdiction of
Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
39500 Orchard Hill Place, Suite 200    
Novi, Michigan   48375
 
(Address of Principal Executive Offices)   (Zip Code)
(248) 374-7100
(Registrant’s Telephone Number, Including Area Code)
 
N/A
 
(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 (see General Instruction A.2. below):
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))
 
 

 


 

Item 7.01. REGULATION FD DISCLOSURE
     Set forth below is certain updated information relating to certain legal proceedings involving International Transmission Company (“ITCTransmission”), a wholly-owned subsidiary of ITC Holdings Corp.
     On August 2, 2006, CSX Transportation, Inc. (“CSX”) filed a lawsuit in the United States District Court for the Eastern District of Michigan alleging that ITCTransmission caused damage to equipment owned by CSX and further claiming mitigation costs to protect against future damage. The total alleged damage in this lawsuit is approximately $1.1 million. In January 2007, ITCTransmission received a notice from its insurance provider that it reserves its rights as to the insurance policy, asserting that damage claims of CSX arising from the contractual liability of ITCTransmission are not covered under insurance. ITCTransmission has determined that an immaterial amount of the claimed damages relate to an alleged contractual liability, which, if proven, would not be covered under insurance and therefore would be payable by ITCTransmission. While ITCTransmission has vigorously defended against this action, the parties have entered settlement discussions to reach an amicable resolution. During the year ended December 31, 2007, ITCTransmission recorded an accrual of $0.2 million for this matter in general and administrative expenses. In March 2008, ITCTransmission, by and through its insurer, reached a settlement in principle with CSX. While ITCTransmission and CSX have reached a settlement in principle, no adjustment has been recorded for the accrual of $0.2 million for the contractual liability not covered by insurance that may result from this matter.

2


 

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.
         
  ITC HOLDINGS CORP.
 
 
  By:   /s/ Daniel J. Oginsky    
    Name:   Daniel J. Oginsky   
    Title:   Vice President and General Counsel   
 
March 20, 2008

3

These excerpts taken from the ITC 10-K filed Feb 29, 2008.
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Michigan   32-0058047
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
 
39500 Orchard Hill Place, Suite 200
Novi, Michigan 48375
(Address Of Principal Executive Offices, Including Zip Code)
ITC HOLDINGS CORP.



(Exact Name of Registrant as
Specified in Its Charter)



 




















     

Michigan

 

32-0058047

(State or Other Jurisdiction
of

Incorporation or Organization)


 

(I.R.S. Employer

Identification No.)







 



39500 Orchard Hill Place, Suite 200



Novi, Michigan 48375



(Address Of Principal Executive
Offices, Including Zip Code)




This excerpt taken from the ITC 8-K filed Jan 18, 2008.
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)
         
Michigan   001-32576   32-0058047
 
(State or other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification No.)
         
39500 Orchard Hill Place, Suite 200       48375
Novi, Michigan        
 
(Address of Principal Executive Offices)       (Zip Code)
(248) 374-7100
(Registrant’s Telephone Number, Including Area Code)
     
 
N/A
 
(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 (see General Instruction A.2. below):
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))
 
 

 


 

Item 8.01. OTHER EVENTS
On January 14, 2008, ITC Holdings Corp. issued a press release announcing the offering of shares of its common stock. In addition, on January 17, 2008, ITC Holdings Corp. issued a press release announcing the pricing of such offering. These press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
     
Exhibit No.   Description
 
   
99.1
  ITC Holdings Corp. Press Release, dated January 14, 2008.
 
   
99.2
  ITC Holdings Corp. Press Release, dated January 17, 2008.

 


 

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.
         
  ITC HOLDINGS CORP.
 
 
  By:         /s/ Daniel J. Oginsky    
    Name:   Daniel J. Oginsky   
    Title:   Vice President and General Counsel   
 
January 18, 2008

 

This excerpt taken from the ITC 8-K filed Jan 14, 2008.
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)
         
Michigan   001-32576   32-0058047
 
(State or other Jurisdiction of
Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
         
39500 Orchard Hill Place, Suite 200
Novi, Michigan
      48375
 
(Address of Principal Executive Offices)       (Zip Code)
(248) 374-7100
(Registrant’s Telephone Number, Including Area Code)
 
N/A
 
(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 (see General Instruction A.2. below):
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))
 
 

 


 

Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously reported by ITC Holdings Corp. on its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2007 (the “Initial Form 8-K”), on December 20, 2007, ITC Midwest LLC, a wholly-owned subsidiary of ITC Holdings Corp. (“ITC Midwest”), completed the previously announced acquisition of the transmission and related assets (the “Purchased Assets”) of Interstate Power and Light Company (“IP&L”), including transmission lines, transmission substations, land rights, contracts, permits and equipment (the “Transaction”) pursuant to the Asset Sale Agreement, dated as of January 18, 2007, between ITC Midwest and IP&L (the “Asset Sale Agreement”). In addition, ITC Midwest has assumed various liabilities and obligations related to the Purchased Assets and IP&L’s transmission business. The consideration for the Purchased Assets paid by ITC Midwest was approximately $783 million, which amount is subject to purchase price adjustments after the closing of the Transaction relating to liabilities actually assumed by ITC Midwest and the Net Transmission Plant Investment (as defined in the Asset Sale Agreement) and construction work in progress actually transferred to ITC Midwest by IP&L. ITC Midwest funded the acquisition with $18 million of cash on hand and the proceeds of direct and indirect borrowings of $765 million pursuant to the bridge loan agreement entered into on September 26, 2007 by ITC Holdings Corp. (the “Bridge Loan Agreement”) with the banks, financial institutions and other institutional lenders listed on the respective signature pages thereof (the “Lenders”), Lehman Commercial Paper Inc., as administrative agent for the Lenders and Lehman Brothers Inc., as sole lead arranger and sole bookrunner. The foregoing summary description of the Transaction is not intended to be complete and is qualified in its entirety by the complete text of the Asset Sale Agreement attached as Exhibit 2.3 to the Current Report on Form 8-K filed by ITC Holdings Corp. on January 24, 2007 which is incorporated herein by reference as though fully set forth herein.
This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide the financial statements and pro forma financial information that were excluded from the Initial Form 8-K as permitted by Item 9.01 of Form 8-K.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
     (i) The audited statements of assets acquired and liabilities assumed as of December 31, 2006 and 2005 of the Electric Transmission Business (the “Business”) of IP&L, and the related statements of revenues and direct expenses of the Business for each of the three years in the period ended December 31, 2006, pursuant to the Asset Sale Agreement between IP&L and ITC Midwest are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
     (ii) The unaudited statement of assets acquired and liabilities assumed as of September 30, 2007 of the Business of IP&L, and the related statements of revenues and direct expenses of the Business of IP&L for the nine months ended September 30, 2007 and 2006, pursuant to the Asset Sale

 


 

Agreement between IP&L and ITC Midwest are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
     (i) The unaudited pro forma condensed consolidated statement of financial position as of September 30, 2007 of ITC Holdings Corp. is filed as Exhibit 99.3 to this Current Report on Form 8-K/A.
(c) Exhibits
     
Exhibit No.   Description
 
   
23.1
  Consent of Deloitte & Touche LLP
 
   
99.1
  Report of Independent Auditors, audited statements of assets acquired and liabilities assumed as of December 31, 2006 and 2005 of the Business of IP&L, and the related statements of revenues and direct expenses of the Business for each of the three years in the period ended December 31, 2006, pursuant to the Asset Sale Agreement between IP&L and ITC Midwest
 
   
99.2
  Unaudited statement of assets acquired and liabilities assumed as of September 30, 2007 of the Business of IP&L, and the related statements of revenues and direct expenses of the Business of IP&L for the nine months ended September 30, 2007 and 2006, pursuant to the Asset Sale Agreement between IP&L and ITC Midwest
 
   
99.3
  Unaudited pro forma condensed consolidated statement of financial position as of September 30, 2007 of ITC Holdings Corp.

 


 

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.
             
    ITC HOLDINGS CORP.    
 
           
 
  By:   /s/ Daniel J. Oginsky    
 
  Name:  
 
Daniel J. Oginsky
   
 
  Title:   Vice President and General Counsel    
January 14, 2008

 

This excerpt taken from the ITC 10-K filed Mar 8, 2007.
ITC HOLDINGS CORP.
CONDENSED STATEMENTS OF OPERATIONS (PARENT COMPANY ONLY)
 
                         
    Year Ended December 31,  
(In thousands)   2006     2005     2004  
 
Other income
  $ 1,225     $ 251     $ 2  
General and administrative expense
    (3,569 )     (977 )     (477 )
Termination of management agreements
          (6,725 )      
Interest expense
    (22,862 )     (15,301 )     (15,079 )
Other expense
    (1,151 )     (81 )     (23 )
                         
LOSS BEFORE INCOME TAXES
    (26,357 )     (22,833 )     (15,577 )
INCOME TAX BENEFIT
    (9,419 )     (7,963 )     (5,443 )
                         
LOSS AFTER TAXES
    (16,938 )     (14,870 )     (10,134 )
EQUITY IN SUBSIDIARIES’ EARNINGS
    50,161       49,541       12,742  
                         
NET INCOME
  $ 33,223     $ 34,671     $ 2,608  
                         
 
See notes to condensed financial statements (parent company only).


119


Table of Contents

These excerpts taken from the ITC 8-K filed Feb 8, 2007.

ITC HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

Michigan

 

001-32576

 

32-0058047

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

 

 

39500 Orchard Hill Place, Suite 200

 

 

Novi, Michigan

 

48375

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

About ITC Holdings Corp.

ITC Holdings Corp. (NYSE: ITC) is in the business of electricity transmission infrastructure improvements as a means to improve electric reliability, reduce congestion and lower the overall cost of delivered energy. Through our operating subsidiaries, ITCTransmission and Michigan Electric Transmission Company (“METC”), we are the only publicly traded company engaged exclusively in the transmission of electricity in the United States. We are also the largest




 

independent electric transmission company and the eighth largest electric transmission company in the country based on transmission load served. Our business strategy is to operate, maintain and invest in our transmission infrastructure in order to enhance system integrity and reliability and to reduce transmission constraints. By pursuing this strategy, we seek to reduce the overall cost of delivered energy for end-use consumers by providing them with access to electricity from the lowest cost electricity generation sources. ITCTransmission and METC operate contiguous, fully-regulated, high-voltage systems in Michigan’s Lower Peninsula, an area with a population of approximately 9.8 million people, that transmit electricity to local electricity distribution facilities from generating stations throughout Michigan and surrounding areas. Subsidiary ITC Grid Development, LLC expects to focus on partnering with local entities and utilities in regions where significant transmission improvements are needed. The first region in which ITC Grid Development, LLC expects to focus its efforts is the Great Plains region, specifically in Kansas, through the formation of its subsidiary ITC Great Plains, LLC. For more information on ITC Holdings Corp., please visit http://www.itc-holdings.com. For more information on ITCTransmission or METC, please visit http://www.itctransco.com or http://www.metcllc.com, respectively. For more information on ITC Great Plains, please visit http://www.itcgreatplains.com.

This excerpt taken from the ITC 8-K filed Jan 23, 2007.

ITC HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Michigan

 

001-32576

 

32-0058047

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation)

 

 

 

Identification No.)

 

39500 Orchard Hill Place, Suite 200

 

 

Novi, Michigan

 

48375

(Address of Principal Executive Offices)

 

(Zip Code)

 

These excerpts taken from the ITC 8-K filed Oct 16, 2006.
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)

Michigan

 

001-32576

 

32-0058047

(State or other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

 Incorporation)

 

 

 

Identification No.)

 

 

 

 

 

 

 

 

29500 Orchard Hill Place, Suite 200

 

 

Novi, Michigan

 

48375

(Address of Principal Executive Offices)

 

(Zip Code)

 

About ITC Holdings Corp.

ITC Holdings Corp. is in the business of investing in electricity transmission infrastructure improvements as a means to improve electric reliability, reduce congestion and lower the overall cost of delivered energy.  ITCTransmission, an ITC Holdings subsidiary, is the first independently owned and operated electricity transmission company in the United States. ITCTransmission owns, operates and maintains a fully-regulated, high-voltage system that transmits electricity to local electric distribution facilities from generating stations in Michigan, other Midwestern states and Ontario, Canada. The local distribution facilities connected to the ITCTransmission system serve an area comprised of 13 southeastern Michigan counties, including the




Detroit metropolitan area. Recently announced subsidiary ITC Grid Development, LLC will focus on partnering with local entities and utilities in regions where significant transmission improvements are needed.  The first region in which ITC Grid Development, LLC will focus its efforts is the Great Plains region, specifically in Kansas, through the formation of its subsidiary ITC Great Plains, LLC.  For more information on ITC Holdings Corp., please visit http://www.itc-holdings.com. For more information on ITCTransmission, please visit http://www.itctransco.com.  For more information on ITC Great Plains, please visit http://www.itcgreatplains.com.

This excerpt taken from the ITC 8-K filed Oct 10, 2006.
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)

Michigan

 

001-32576

 

32-0058047

(State or other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

 Incorporation)

 

 

 

Identification No.)

 

 

 

 

 

 

 

 

29500 Orchard Hill Place, Suite 200

 

 

Novi, Michigan

 

48375

(Address of Principal Executive Offices)

 

(Zip Code)

 

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