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NOVI, Mich., July 28, 2016 --

Highlights

•  Second quarter 2016 reported earnings of $0.46 per diluted common share; second quarter 2016 operating earnings of $0.58 per diluted common share

•  Reported earnings for the six months ended June 30, 2016 of $0.88 per diluted common share; operating earnings for the six months ended June 30, 2016 of $1.13 per diluted common share

•  Capital investments of $374.5 million for the six months ended June 30, 2016

•  Rate base and construction work in progress of $5.7 billion for the six months ended June 30, 2016 

ITC Holdings Corp. (NYSE: ITC) announced today its results for the quarter ended June 30, 2016.

Reported net income for the second quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $70.7 million, or $0.46 per diluted common share, compared to $72.3 million or $0.46 per diluted common share for the second quarter of 2015. For the six months ended June 30, 2016, reported net income was $135.0 million, or $0.88 per diluted common share, compared to $139.5 million, or $0.89 per diluted common share for the same period last year.

Operating earnings for the second quarter were $88.7 million, or $0.58 per diluted common share, compared to operating earnings of $80.8 million, or $0.52 per diluted common share for the second quarter of 2015. For the six months ended June 30, 2016, operating earnings were $173.1 million, or $1.13 per diluted common share, compared to operating earnings of $153.9 million, or $0.98 per diluted common share for the same period last year.

ITC invested $374.5 million in capital projects during the six month period ended June 30, 2016, including $85.2 million at ITCTransmission, $104.9 million at METC, $154.3 million at ITC Midwest, $21.5 million at ITC Great Plains and $8.6 million of Development.

"We are pleased to have delivered another strong quarter, both financially and operationally," said Joseph L. Welch, chairman, president and CEO of ITC. "We are also making good progress on the Fortis acquisition of ITC with ITC's shareholders approving the transaction in June. We continue to expect the transaction to close in 2016."

Operating Earnings

Operating earnings are non-GAAP measures that exclude the impact of after-tax expenses associated with the following items:

1. Regulatory charges of approximately $0.1 million pre-tax and after-tax for the second quarter and the six months ended June 30, 2016. These expenses totaled $1.1 million, or $0.01 per diluted common share for the six months ended June 30, 2015, and $1.5 million, on a pre-tax basis over the same period. The 2016 charge relates to a refund liability attributable to contributions in aid of construction (CIAC refund liability). The 2015 charge relates to management's decision to write-off abandoned project costs at ITCTransmission.

2. The estimated refund liability associated with the Midcontinent ISO (MISO) regional base ROE rate (the "base ROE") of $6.1 million, or $0.04 per diluted common share, and $8.5 million, or $0.06 per diluted common share, for the second quarter of 2016 and 2015, respectively. On a pre-tax basis, these expenses were $9.9 million and $13.8 million for the second quarter of 2016 and 2015, respectively. These expenses totaled $17.7 million, or $0.11 per diluted common share, and $13.3 million or $0.08 per diluted common share for the six months ended June 30, 2016 and 2015, respectively and $28.8 million and $21.8 million on a pre-tax basis over the same period, respectively. The refund liability reflects the estimated refund obligation associated with the base ROE 206 complaints.

3. Fortis transaction related expenses of $11.7 million, or $0.08 per diluted common share, and $20.4 million, or $0.14 per diluted common share for the second quarter and six month period ended June 30, 2016, respectively. On a pre- tax basis, these expenses were $15.6 million and $28.6 million over the same period, respectively.

Reported net income for the second quarter and six month period ended June 30, 2016 decreased by $1.6 million and $4.5 million or $0.01 per diluted common share, respectively, compared with the same period last year. The decrease compared to the prior period was largely attributable to higher Fortis transaction-related expenses partially offset by higher income associated with increased rate base at our operating companies for the second quarter and six month period ended June 30, 2016. In addition, there were higher MISO regional base ROE rate refund liabilities for the six months ended June 30, 2016.

Operating earnings for the second quarter and six month period ended June 30, 2016 increased by $7.9 million, or $0.06 per diluted common share, and $19.2 million, or $0.15 per diluted common share, respectively, compared with the same period last year. The increase compared to the prior period was largely attributable to higher income associated with increased rate base at our operating companies as well as lower non-recoverable bonus payments associated with the V- Plan project in the first quarter of 2016 compared to the same period in 2015. These beneficial factors were partially offset by the impact of electing bonus depreciation at all of our operating subsidiaries.

Balance Sheet Activities

On July 5, 2016, ITC Holdings issued $400.0 million aggregate principal amount of unsecured 3.25% notes, due June 30, 2026. The proceeds from the issuance were used to repay the $161.0 million outstanding under ITC Holdings' term loan credit agreement and for general corporate purposes, primarily the repayment of indebtedness outstanding under ITC Holdings' commercial paper program.

Fortis Inc. ("Fortis") Transaction Update

During the second quarter, Fortis and ITC received shareholder approval to proceed with the transaction along with the completion of the review for the Committee on Foreign Investment in the United States. Completion of the proposed merger is subject to the following remaining processes: Federal Energy Regulatory Commission approval; United States Federal Trade Commission/Department of Justice approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; approvals from various State regulatory commissions; and the satisfaction of other customary closing conditions. All regulatory filings have been made and we are working through the various approval processes. The transaction is expected to close by the end of this year.

Second Quarter 2016 Financial Results Detail — GAAP Measures

ITC's reported operating revenues for the second quarter of 2016 increased to $298.0 million compared to $275.1 million for the second quarter of 2015. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation and the recognition of the refund liability relating to the ROE complaints.

Operation and maintenance (O&M) expenses of $27.6 million were $2.4 million lower than the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

General and administrative (G&A) expenses of $49.5 million were $17.0 million higher compared to the same period in 2015. The increase in G&A expenses was primarily due to higher professional services for the Fortis transaction and higher compensation expenses related to personnel additions.

Depreciation and amortization expenses of $39.4 million increased by $3.8 million compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in-service additions.

Taxes other than income taxes of $22.4 million were $3.6 million higher than the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

Interest expense of $51.8 million increased by $1.6 million compared to the same period in 2015. The increase was due primarily to the refund liability relating to the ROE complaints and higher borrowing levels to finance capital investments.

The effective income tax rate for the second quarter of 2016 was 39.0 percent compared to 37.3 percent for the same period last year.

Second Quarter 2016 Financial Results Detail — Non-GAAP Measures

ITC's adjusted operating revenues for the second quarter of 2016 increased to $306.2 million compared to $288.4 million for the second quarter of 2015. Amounts reported for the second quarter of 2016 and 2015 exclude approximately $8.2 million and $13.3 million, respectively, in reduced pre-tax revenues associated with the base ROE refund liability. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation.

Operation and maintenance (O&M) expenses of $27.6 million were $2.4 million lower than the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

General and administrative (G&A) expenses of $33.9 million were $1.4 million higher compared to the same period in 2015. Amounts reported for the second quarter of 2016 exclude approximately $15.6 million of pre-tax activity related to the Fortis transaction. The increase in G&A expenses was primarily due to higher compensation expenses related to personnel additions and higher professional services.

Depreciation and amortization expenses of $39.4 million increased by $3.8 million compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in-service additions.

Taxes other than income taxes of $22.4 million were $3.6 million higher than the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

Interest expense of $50.1 million increased by $0.4 million compared to the same period in 2015. Amounts reported for the second quarter of 2016 and 2015 exclude $1.7 million and $0.5 million, respectively, of pre-tax expenses related to the adjustments to operating earnings. The increase was due primarily to higher borrowing levels to finance capital investments.

The effective income tax rate for the second quarter of 2016 was 37.4 percent compared to 37.5 percent for the same period last year. Amounts reported for the second quarter of 2016 and 2015 exclude income taxes of approximately $7.7 million and $5.3 million, respectively, associated with adjustments to operating earnings.

Year-to-Date 2016 Financial Results Detail — GAAP Measures
ITC's reported operating revenues for the six months ended June 30, 2016 increased to $578.2 million compared to $547.5 million from the same period last year. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation and the recognition of the refund liability relating to the ROE complaints.

O&M expenses of $52.2 million were $3.4 million lower for the six months ended June 30, 2016 compared to the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

G&A expenses of $95.2 million were $21.8 million higher compared to the same period in 2015. The increase in G&A expenses was primarily due to higher professional services for the Fortis transaction and higher compensation expenses related to personnel additions partially offset by lower incentive-based compensation for bonus payments.

Depreciation and amortization expenses of $78.2 million increased by $8.2 million for the six months ended June 30, 2016 compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in- service additions.

Taxes other than income taxes of $45.8 million were $4.6 million higher compared to the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

GAAP v. Non-GAAP Measures
ITC's reported earnings are prepared in accordance with GAAP and represent earnings as reported to the Securities and Exchange Commission. ITC's management believes that operating earnings, or GAAP earnings adjusted for specific items as described in the release that are generally not indicative of our core operations, provides additional information that is useful to investors in understanding ITC's underlying performance, business and performance trends, and helps facilitate period to period comparisons. However, non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.

Safe Harbor Statement
This press release contains certain statements that describe our management's beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for 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 "will," "may," "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 others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission.

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. Forward-looking statements 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 our discussion in this release 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. 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. 

NOVI, Mich., July 28, 2016 --

Highlights

•  Second quarter 2016 reported earnings of $0.46 per diluted common share; second quarter 2016 operating earnings of $0.58 per diluted common share

•  Reported earnings for the six months ended June 30, 2016 of $0.88 per diluted common share; operating earnings for the six months ended June 30, 2016 of $1.13 per diluted common share

•  Capital investments of $374.5 million for the six months ended June 30, 2016

•  Rate base and construction work in progress of $5.7 billion for the six months ended June 30, 2016 

ITC Holdings Corp. (NYSE: ITC) announced today its results for the quarter ended June 30, 2016.

Reported net income for the second quarter, measured in accordance with Generally Accepted Accounting Principles (GAAP), was $70.7 million, or $0.46 per diluted common share, compared to $72.3 million or $0.46 per diluted common share for the second quarter of 2015. For the six months ended June 30, 2016, reported net income was $135.0 million, or $0.88 per diluted common share, compared to $139.5 million, or $0.89 per diluted common share for the same period last year.

Operating earnings for the second quarter were $88.7 million, or $0.58 per diluted common share, compared to operating earnings of $80.8 million, or $0.52 per diluted common share for the second quarter of 2015. For the six months ended June 30, 2016, operating earnings were $173.1 million, or $1.13 per diluted common share, compared to operating earnings of $153.9 million, or $0.98 per diluted common share for the same period last year.

ITC invested $374.5 million in capital projects during the six month period ended June 30, 2016, including $85.2 million at ITCTransmission, $104.9 million at METC, $154.3 million at ITC Midwest, $21.5 million at ITC Great Plains and $8.6 million of Development.

"We are pleased to have delivered another strong quarter, both financially and operationally," said Joseph L. Welch, chairman, president and CEO of ITC. "We are also making good progress on the Fortis acquisition of ITC with ITC's shareholders approving the transaction in June. We continue to expect the transaction to close in 2016."

Operating Earnings

Operating earnings are non-GAAP measures that exclude the impact of after-tax expenses associated with the following items:

1. Regulatory charges of approximately $0.1 million pre-tax and after-tax for the second quarter and the six months ended June 30, 2016. These expenses totaled $1.1 million, or $0.01 per diluted common share for the six months ended June 30, 2015, and $1.5 million, on a pre-tax basis over the same period. The 2016 charge relates to a refund liability attributable to contributions in aid of construction (CIAC refund liability). The 2015 charge relates to management's decision to write-off abandoned project costs at ITCTransmission.

2. The estimated refund liability associated with the Midcontinent ISO (MISO) regional base ROE rate (the "base ROE") of $6.1 million, or $0.04 per diluted common share, and $8.5 million, or $0.06 per diluted common share, for the second quarter of 2016 and 2015, respectively. On a pre-tax basis, these expenses were $9.9 million and $13.8 million for the second quarter of 2016 and 2015, respectively. These expenses totaled $17.7 million, or $0.11 per diluted common share, and $13.3 million or $0.08 per diluted common share for the six months ended June 30, 2016 and 2015, respectively and $28.8 million and $21.8 million on a pre-tax basis over the same period, respectively. The refund liability reflects the estimated refund obligation associated with the base ROE 206 complaints.

3. Fortis transaction related expenses of $11.7 million, or $0.08 per diluted common share, and $20.4 million, or $0.14 per diluted common share for the second quarter and six month period ended June 30, 2016, respectively. On a pre- tax basis, these expenses were $15.6 million and $28.6 million over the same period, respectively.

Reported net income for the second quarter and six month period ended June 30, 2016 decreased by $1.6 million and $4.5 million or $0.01 per diluted common share, respectively, compared with the same period last year. The decrease compared to the prior period was largely attributable to higher Fortis transaction-related expenses partially offset by higher income associated with increased rate base at our operating companies for the second quarter and six month period ended June 30, 2016. In addition, there were higher MISO regional base ROE rate refund liabilities for the six months ended June 30, 2016.

Operating earnings for the second quarter and six month period ended June 30, 2016 increased by $7.9 million, or $0.06 per diluted common share, and $19.2 million, or $0.15 per diluted common share, respectively, compared with the same period last year. The increase compared to the prior period was largely attributable to higher income associated with increased rate base at our operating companies as well as lower non-recoverable bonus payments associated with the V- Plan project in the first quarter of 2016 compared to the same period in 2015. These beneficial factors were partially offset by the impact of electing bonus depreciation at all of our operating subsidiaries.

Balance Sheet Activities

On July 5, 2016, ITC Holdings issued $400.0 million aggregate principal amount of unsecured 3.25% notes, due June 30, 2026. The proceeds from the issuance were used to repay the $161.0 million outstanding under ITC Holdings' term loan credit agreement and for general corporate purposes, primarily the repayment of indebtedness outstanding under ITC Holdings' commercial paper program.

Fortis Inc. ("Fortis") Transaction Update

During the second quarter, Fortis and ITC received shareholder approval to proceed with the transaction along with the completion of the review for the Committee on Foreign Investment in the United States. Completion of the proposed merger is subject to the following remaining processes: Federal Energy Regulatory Commission approval; United States Federal Trade Commission/Department of Justice approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; approvals from various State regulatory commissions; and the satisfaction of other customary closing conditions. All regulatory filings have been made and we are working through the various approval processes. The transaction is expected to close by the end of this year.

Second Quarter 2016 Financial Results Detail — GAAP Measures

ITC's reported operating revenues for the second quarter of 2016 increased to $298.0 million compared to $275.1 million for the second quarter of 2015. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation and the recognition of the refund liability relating to the ROE complaints.

Operation and maintenance (O&M) expenses of $27.6 million were $2.4 million lower than the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

General and administrative (G&A) expenses of $49.5 million were $17.0 million higher compared to the same period in 2015. The increase in G&A expenses was primarily due to higher professional services for the Fortis transaction and higher compensation expenses related to personnel additions.

Depreciation and amortization expenses of $39.4 million increased by $3.8 million compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in-service additions.

Taxes other than income taxes of $22.4 million were $3.6 million higher than the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

Interest expense of $51.8 million increased by $1.6 million compared to the same period in 2015. The increase was due primarily to the refund liability relating to the ROE complaints and higher borrowing levels to finance capital investments.

The effective income tax rate for the second quarter of 2016 was 39.0 percent compared to 37.3 percent for the same period last year.

Second Quarter 2016 Financial Results Detail — Non-GAAP Measures

ITC's adjusted operating revenues for the second quarter of 2016 increased to $306.2 million compared to $288.4 million for the second quarter of 2015. Amounts reported for the second quarter of 2016 and 2015 exclude approximately $8.2 million and $13.3 million, respectively, in reduced pre-tax revenues associated with the base ROE refund liability. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation.

Operation and maintenance (O&M) expenses of $27.6 million were $2.4 million lower than the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

General and administrative (G&A) expenses of $33.9 million were $1.4 million higher compared to the same period in 2015. Amounts reported for the second quarter of 2016 exclude approximately $15.6 million of pre-tax activity related to the Fortis transaction. The increase in G&A expenses was primarily due to higher compensation expenses related to personnel additions and higher professional services.

Depreciation and amortization expenses of $39.4 million increased by $3.8 million compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in-service additions.

Taxes other than income taxes of $22.4 million were $3.6 million higher than the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

Interest expense of $50.1 million increased by $0.4 million compared to the same period in 2015. Amounts reported for the second quarter of 2016 and 2015 exclude $1.7 million and $0.5 million, respectively, of pre-tax expenses related to the adjustments to operating earnings. The increase was due primarily to higher borrowing levels to finance capital investments.

The effective income tax rate for the second quarter of 2016 was 37.4 percent compared to 37.5 percent for the same period last year. Amounts reported for the second quarter of 2016 and 2015 exclude income taxes of approximately $7.7 million and $5.3 million, respectively, associated with adjustments to operating earnings.

Year-to-Date 2016 Financial Results Detail — GAAP Measures
ITC's reported operating revenues for the six months ended June 30, 2016 increased to $578.2 million compared to $547.5 million from the same period last year. This increase was primarily due to higher revenue requirements attributable to a higher rate base at our regulated operating subsidiaries, as well as an increase in regional cost sharing revenues resulting from additional capital projects being placed in-service that have been identified by MISO and SPP as eligible for regional cost sharing partially offset by the election of bonus depreciation and the recognition of the refund liability relating to the ROE complaints.

O&M expenses of $52.2 million were $3.4 million lower for the six months ended June 30, 2016 compared to the same period in 2015. The decrease in O&M expenses was primarily due to lower vegetation management requirements.

G&A expenses of $95.2 million were $21.8 million higher compared to the same period in 2015. The increase in G&A expenses was primarily due to higher professional services for the Fortis transaction and higher compensation expenses related to personnel additions partially offset by lower incentive-based compensation for bonus payments.

Depreciation and amortization expenses of $78.2 million increased by $8.2 million for the six months ended June 30, 2016 compared to the same period in 2015 due to a higher depreciable base resulting from property, plant and equipment in- service additions.

Taxes other than income taxes of $45.8 million were $4.6 million higher compared to the same period in 2015. This increase was due to 2015 capital additions at our regulated operating subsidiaries, which are included in the assessment for 2016 personal property taxes.

GAAP v. Non-GAAP Measures
ITC's reported earnings are prepared in accordance with GAAP and represent earnings as reported to the Securities and Exchange Commission. ITC's management believes that operating earnings, or GAAP earnings adjusted for specific items as described in the release that are generally not indicative of our core operations, provides additional information that is useful to investors in understanding ITC's underlying performance, business and performance trends, and helps facilitate period to period comparisons. However, non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP.

Safe Harbor Statement
This press release contains certain statements that describe our management's beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for 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 "will," "may," "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 others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission.

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. Forward-looking statements 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 our discussion in this release 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. 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.