PROPOSED MERGER	6 Months Ended
Jun. 30, 2016
Business Combinations [Abstract]
PROPOSED MERGER	PROPOSED MERGER On February 9, 2016, Fortis, FortisUS, Merger Sub and ITC Holdings entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into ITC Holdings, as a result of which ITC Holdings will become a subsidiary of FortisUS (the “Merger”). In the Merger, our shareholders will receive $22.57 in cash and 0.7520 Fortis common shares for each share of common stock of ITC Holdings (the “Merger consideration”). Under the Merger Agreement, outstanding options to acquire common stock of ITC Holdings will vest immediately prior to closing and be converted into the right to receive the difference between the Merger consideration and the exercise price of the option in cash, restricted stock will vest immediately prior to closing and be converted into the right to receive the Merger consideration in cash and performance shares will vest immediately prior to closing at the higher of target or actual performance through the effective time of the Merger and be converted into the right to receive the Merger consideration in cash. Upon completion of the Merger, ITC Holdings shareholders will hold approximately 27% of the common shares of Fortis. Fortis will apply to list its common shares on the New York Stock Exchange and will continue to have its shares listed on the Toronto Stock Exchange. On April 20, 2016, FortisUS assigned its rights, interest, duties and obligations under the Merger Agreement to ITC Investment Holdings Inc. (“Investment Holdings”), a subsidiary of FortisUS formed to complete the Merger. On the same date, Fortis reached a definitive agreement with GIC Private Limited to acquire an indirect 19.9% equity interest in ITC Holdings and debt securities to be issued by Investment Holdings for aggregate consideration of $1.228 billion in cash upon completion of the Merger. During the second quarter of 2016, the shareholders of Fortis and the shareholders of ITC Holdings approved and adopted the Merger Agreement at separately held special meetings. The Committee on Foreign Investment in the United States concluded its review of the Merger and confirmed on July 8, 2016 that there are no unresolved national security concerns with respect to the Merger. The closing of the Merger, expected to occur in late 2016, remains subject to the satisfaction of customary closing conditions and certain regulatory, state and federal approvals including, among others, those of the FERC, the U.S. Federal Trade Commission, the U.S. Department of Justice and various state utilities regulators. Many of these conditions are outside our control, and we cannot provide any assurance as to whether or when the Merger will be consummated or whether our shareholders will realize the anticipated benefits of completing the Merger. Also, if the Merger does not receive timely regulatory approval or if an event occurs that delays or prevents the Merger, such delay or failure to complete the Merger may cause uncertainty and other negative consequences that may materially and adversely affect our business, financial position and results of operations. The Merger Agreement contains certain termination rights, including the right of ITC Holdings to terminate the Merger Agreement to accept a superior proposal (subject to compliance with certain notice and other requirements). In addition, subject to certain exceptions and limitations, ITC Holdings or Fortis may terminate the Merger Agreement if the Merger is not consummated by February 9, 2017 (as such date may be extended pursuant to the terms of the Merger Agreement). The Merger Agreement provides that, in connection with termination of the Merger Agreement by ITC Holdings or Fortis upon specified conditions, a termination fee of $245 million may be required to be paid by ITC Holdings or Fortis. If the Merger Agreement is terminated as a result of the failure to obtain certain regulatory approvals or due to a legal prohibition related to regulatory matters, a termination fee of $280 million will be payable by Fortis to ITC Holdings, subject to certain limitations. For the three and six months ended June 30, 2016, we expensed external legal, advisory and financial services fees related to the Merger of $12.4 million and $22.3 million, respectively, and certain internal labor and associated costs related to the Merger of approximately $3.2 million and $6.3 million, respectively. The external and internal costs related to the Merger will not be included as components of revenue requirement at our Regulated Operating Subsidiaries as they were incurred at ITC Holdings. Per the Merger Agreement, prior to completion of the Merger, there are certain restrictions on our ability to pay dividends other than those paid in the ordinary course of business with record dates and payment dates consistent with our past practice. Management does not expect the restrictions to have an impact on our ability to pay dividends at the current level for the foreseeable future. See Note 11 for legal matters associated with the proposed Merger with Fortis.

PROPOSED MERGER

On February 9, 2016, Fortis, FortisUS, Merger Sub and ITC Holdings entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into ITC Holdings, as a result of which ITC Holdings will become a subsidiary of FortisUS (the “Merger”). In the Merger, our shareholders will receive $22.57 in cash and 0.7520 Fortis common shares for each share of common stock of ITC Holdings (the “Merger consideration”). Under the Merger Agreement, outstanding options to acquire common stock of ITC Holdings will vest immediately prior to closing and be converted into the right to receive the difference between the Merger consideration and the exercise price of the option in cash, restricted stock will vest immediately prior to closing and be converted into the right to receive the Merger consideration in cash and performance shares will vest immediately prior to closing at the higher of target or actual performance through the effective time of the Merger and be converted into the right to receive the Merger consideration in cash. Upon completion of the Merger, ITC Holdings shareholders will hold approximately 27% of the common shares of Fortis. Fortis will apply to list its common shares on the New York Stock Exchange and will continue to have its shares listed on the Toronto Stock Exchange.

On April 20, 2016, FortisUS assigned its rights, interest, duties and obligations under the Merger Agreement to ITC Investment Holdings Inc. (“Investment Holdings”), a subsidiary of FortisUS formed to complete the Merger. On the same date, Fortis reached a definitive agreement with GIC Private Limited to acquire an indirect 19.9% equity interest in ITC Holdings and debt securities to be issued by Investment Holdings for aggregate consideration of $1.228 billion in cash upon completion of the Merger.

During the second quarter of 2016, the shareholders of Fortis and the shareholders of ITC Holdings approved and adopted the Merger Agreement at separately held special meetings. The Committee on Foreign Investment in the United States concluded its review of the Merger and confirmed on July 8, 2016 that there are no unresolved national security concerns with respect to the Merger. The closing of the Merger, expected to occur in late 2016, remains subject to the satisfaction of customary closing conditions and certain regulatory, state and federal approvals including, among others, those of the FERC, the U.S. Federal Trade Commission, the U.S. Department of Justice and various state utilities regulators. Many of these conditions are outside our control, and we cannot provide any assurance as to whether or when the Merger will be consummated or whether our shareholders will realize the anticipated benefits of completing the Merger. Also, if the Merger does not receive timely regulatory approval or if an event occurs that delays or prevents the Merger, such delay or failure to complete the Merger may cause uncertainty and other negative consequences that may materially and adversely affect our business, financial position and results of operations.

The Merger Agreement contains certain termination rights, including the right of ITC Holdings to terminate the Merger Agreement to accept a superior proposal (subject to compliance with certain notice and other requirements). In addition, subject to certain exceptions and limitations, ITC Holdings or Fortis may terminate the Merger Agreement if the Merger is not consummated by February 9, 2017 (as such date may be extended pursuant to the terms of the Merger Agreement). The Merger Agreement provides that, in connection with termination of the Merger Agreement by ITC Holdings or Fortis upon specified conditions, a termination fee of $245 million may be required to be paid by ITC Holdings or Fortis. If the Merger Agreement is terminated as a result of the failure to obtain certain regulatory approvals or due to a legal prohibition related to regulatory matters, a termination fee of $280 million will be payable by Fortis to ITC Holdings, subject to certain limitations.

For the three and six months ended June 30, 2016, we expensed external legal, advisory and financial services fees related to the Merger of $12.4 million and $22.3 million, respectively, and certain internal labor and associated costs related to the Merger of approximately $3.2 million and $6.3 million, respectively. The external and internal costs related to the Merger will not be included as components of revenue requirement at our Regulated Operating Subsidiaries as they were incurred at ITC Holdings.

Per the Merger Agreement, prior to completion of the Merger, there are certain restrictions on our ability to pay dividends other than those paid in the ordinary course of business with record dates and payment dates consistent with our past practice. Management does not expect the restrictions to have an impact on our ability to pay dividends at the current level for the foreseeable future.

See Note 11 for legal matters associated with the proposed Merger with Fortis.