Item 2.02 Results of Operations and Financial Condition

On February 27, 2013, following closing of trading on the New York Stock Exchange, ITC Holdings Corp. (the "Company") issued a press release disclosing its financial results as of and for the fourth quarter and full year ended December 31, 2012, and reaffirming guidance with respect to the Company's operating earnings per diluted common share and capital expenditures for its operating subsidiaries for 2013. The release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 ITC Holdings Corp. Press Release dated February 27, 2013

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