NOVI, Mich., Oct. 1, 2015 — ITC Holdings Corp. (NYSE: ITC) today announced that it has entered into an accelerated share repurchase program (ASR) with Barclays Bank PLC (“Barclays”).

The ASR was entered into pursuant to a board-approved share repurchase program, which authorizes the repurchase of up to $250 million of shares through December 31, 2015. The company previously completed $130 million of accelerated share repurchases under the share repurchase program in December 2014.

“This program looks to execute up to $115 million of the remaining capacity of share repurchases approved by our board,” said Joseph L. Welch, chairman, president and CEO. “We remain focused on delivering benefits to customers and creating value for investors, while maintaining the financial strength of the business.”

Under the terms of the ASR, ITC has agreed to repurchase up to $115 million of its common stock from Barclays with an initial delivery of approximately 2.8 million shares. The final number of shares to be repurchased will be based on the volumeweighted average share price of the company’s common stock during the term of the ASR, subject to certain adjustments pursuant to the terms and conditions of the ASR. The share repurchase is expected to be completed by year-end 2015.

About ITC Holdings Corp.
ITC Holdings Corp. (NYSE: ITC) is the nation’s largest independent electric transmission company. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to interconnect to its transmission systems. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,600 circuit miles of transmission line. ITC’s grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. For more information, please visit ITC’s website at (ITC-itc-F).

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 forwardlooking 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.