Avangrid, Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to i

Commission File No. 001-37660

Avangrid, Inc.

(Exact Name of Registrant as Specified in its Charter)


New York		14-1798693
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
180 Marsh Hill Road
Orange,	Connecticut	06477
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (207) 629-1190

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

AGR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 25, 2022, the registrant had 386,624,231 shares of common stock, par value $0.01, outstanding.

Avangrid, Inc.

REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2022

INDEX


GLOSSARY OF TERMS AND ABBREVIATIONS		3
PART I. FINANCIAL INFORMATION		4
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	71
Item 4.	Controls and Procedures	71
PART II. OTHER INFORMATION		73
Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6.	Exhibits	74
SIGNATURES		75

GLOSSARY OF TERMS AND ABBREVIATIONS

Unless the context indicates otherwise, the terms “we,” “our” and the “Company” are used to refer to Avangrid, Inc. and its subsidiaries.


2020 Joint Proposal						Joint proposal of NYSEG and RG&E and certain other signatory parties approved by the NYPSC on November 19, 2020, for a three-year rate plan for electric and gas service commencing December 1, 2020.
AOCI						Accumulated other comprehensive income
ARHI						Avangrid Renewables Holdings, Inc.
ARP						Alternative Revenue Programs
ASC						Accounting Standards Codification
AVANGRID						Avangrid, Inc.
BGC						The Berkshire Gas Company
CAMT						Corporate Alternative Minimum Tax
CfDs						Contracts for Differences
CFIUS						Committee on Foreign Investment in the United States
CL&P						The Connecticut Light and Power Company
CMP						Central Maine Power Company
CNG						Connecticut Natural Gas Corporation
DEEP						Connecticut Department of Energy and Environmental Protection
DIMP						Distribution Integrity Management Program
DOC						Department of Commerce
DPA						Deferred Payment Arrangements
DPU						Massachusetts Department of Public Utilities
EBITDA						Earnings before interest, taxes, depreciation and amortization
ESM						Earnings sharing mechanism
Evergreen Power						Evergreen Power, LLC
English Station						The former generation site on the Mill River in New Haven, Connecticut
Exchange Act						The Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FCC						Federal Communications Commission
FERC						Federal Energy Regulatory Commission
FirstEnergy						FirstEnergy Corp.
Form 10-K						Avangrid, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022.
HLBV						Hypothetical Liquidation at Book Value
Iberdrola						Iberdrola, S.A., which owns 81.6% of the outstanding shares of Avangrid, Inc.
Iberdrola Group						The group of companies controlled by Iberdrola, S.A.
Installed capacity						The production capacity of a power plant or wind farm based either on its rated (nameplate) capacity or actual capacity.
IRA						Inflation Reduction Act
ISO						Independent system operator
Klamath Plant						Klamath gas-fired cogeneration facility located in the city of Klamath, Oregon.
KW						Kilowatts
LIBOR						The London Interbank Offered Rate
MBEP						Maine Board of Environmental Protection
MDEP						Maine Department of Environmental Protection
Merger						The merger of PNMR with and into Merger Sub on the terms and subject to the conditions set forth in the Merger Agreement, with PNMR continuing as the surviving corporation and as a wholly-owned subsidiary of AVANGRID.
Merger Agreement						Agreement and Plan of Merger, dated as of October 20, 2020, among AVANGRID, PNMR and Merger Sub.
Merger Sub						NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of AVANGRID.
MNG						Maine Natural Gas Corporation
MPUC						Maine Public Utility Commission
MtM						Mark-to-market
MW						Megawatts
MWh						Megawatt-hours
Networks						Avangrid Networks, Inc.
New York TransCo						New York TransCo, LLC.
NMPRC						New Mexico Public Regulation Commission
Non-GAAP						Financial measures that are not prepared in accordance with U.S. GAAP, including adjusted net income, adjusted earnings per share, adjusted EBITDA and adjusted EBITDA with tax credits.
NRC						Nuclear Regulatory Commission
NYPSC						New York State Public Service Commission
NYSE						New York Stock Exchange
NYSEG						New York State Electric & Gas Corporation
NYSERDA						New York State Energy Research and Development Authority
OCI						Other comprehensive income
PJM						PJM Interconnection, L.L.C.
PNMR						PNM Resources, Inc.
PPA						Power Purchase Agreement
PUCT						Public Utility Commission of Texas
PURA						Connecticut Public Utilities Regulatory Authority
Renewables						Avangrid Renewables, LLC
RDM						Revenue Decoupling Mechanism
RG&E						Rochester Gas and Electric Corporation
ROE						Return on equity
SCG						The Southern Connecticut Gas Company
SEC						United States Securities and Exchange Commission
Tax Act						Tax Cuts and Jobs Act of 2017 enacted by the U.S. federal government on December 22, 2017
TEF						Tax equity financing arrangements
UI						The United Illuminating Company
UIL						UIL Holdings Corporation
U.S. GAAP						Generally accepted accounting principles for financial reporting in the United States.
VIEs						Variable interest entities

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions, except for number of shares and per share data)
Operating Revenues	$	1,838	$	1,598	$	5,765	$	5,041
Operating Expenses
Purchased power, natural gas and fuel used	535		319		1,716		1,085
Operations and maintenance	758		727		2,102		2,045
Depreciation and amortization	279		259		811		756
Taxes other than income taxes	154		155		501		480
Total Operating Expenses	1,726		1,460		5,130		4,366
Operating Income	112		138		635		675
Other Income and (Expense)
Other income	18		13		38		48
Earnings (losses) from equity method investments	2		(1)		261		4
Interest expense, net of capitalization	(76)		(70)		(226)		(218)
Income Before Income Tax	56		80		708		509
Income tax (benefit) expense	(50)		(24)		14		—
Net Income	106		104		694		509
Net (income) loss attributable to noncontrolling interests	(1)		7		40		34
Net Income Attributable to Avangrid, Inc.	$	105	$	111	$	734	$	543
Earnings Per Common Share, Basic	$	0.27	$	0.29	$	1.90	$	1.56
Earnings Per Common Share, Diluted	$	0.27	$	0.29	$	1.90	$	1.56
Weighted-average Number of Common Shares Outstanding:
Basic	386,736,774		387,321,484		386,724,035		348,264,388
Diluted	387,280,621		387,676,085		387,200,882		348,714,535

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions)
Net Income	$	106	$	104	$	694	$	509
Other Comprehensive Income (Loss)

Gain on nonqualified pension plans, net of income tax of $3 for the nine months ended	—		—		9		—
Unrealized loss from equity method investment, net of income taxes of $(5) and $1 for the three months ended, respectively, and $(1) and $(3)for the nine months ended, respectively	(13)		(6)		(2)		(9)
Unrealized (loss) gain during the period on derivatives qualifying as cash flow hedges, net of income taxes of $1 and $(23) for the three months ended, respectively, and $1 and $(49) for the nine months ended, respectively	3		(73)		3		(173)
Reclassification to net income of losses on cash flow hedges, net of income taxes $7 and $(2) for the three months ended, respectively, and $13 and $(6) for the nine months ended, respectively	19		5		36		10
Other Comprehensive Income (Loss)	9		(74)		46		(172)
Comprehensive Income	115		30		740		337
Net (income) loss attributable to noncontrolling interests	(1)		7		40		34
Comprehensive Income Attributable to Avangrid, Inc.	$	114	$	37	$	780	$	371

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	September 30,		December 31,
As of	2022		2021
(Millions)
Assets
Current Assets
Cash and cash equivalents	$	60	$	1,474
Accounts receivable and unbilled revenues, net	1,343		1,269
Accounts receivable from affiliates	4		11
Derivative assets	122		35
Fuel and gas in storage	272		139
Materials and supplies	230		204
Prepayments and other current assets	384		245
Regulatory assets	389		400
Total Current Assets	2,804		3,777
Total Property, Plant and Equipment ($2,693 and $1,959 related to VIEs, respectively)	30,406		28,866
Operating lease right-of-use assets	149		148
Equity method investments	416		560
Other investments	48		61
Regulatory assets	2,113		2,247
Other Assets
Goodwill	3,119		3,119
Intangible assets	282		293
Derivative assets	132		59
Other	438		374
Total Other Assets	3,971		3,845
Total Assets	$	39,907	$	39,504

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	September 30,		December 31,
As of	2022		2021
(Millions, except share information)
Liabilities
Current Liabilities
Current portion of debt	$	322	$	372
Notes payable	500		159
Notes payable to affiliates	2		2
Interest accrued	85		69
Accounts payable and accrued liabilities	1,451		1,586
Accounts payable to affiliates	46		61
Dividends payable	170		170
Taxes accrued	88		43
Operating lease liabilities	11		12
Derivative liabilities	131		64
Other current liabilities	519		484
Regulatory liabilities	478		307
Total Current Liabilities	3,803		3,329
Regulatory liabilities	2,865		3,022
Other Non-current Liabilities
Deferred income taxes	2,178		2,016
Deferred income	1,079		1,130
Pension and other postretirement	465		684
Operating lease liabilities	151		149
Derivative liabilities	192		160
Asset retirement obligations	266		253
Environmental remediation costs	276		298
Other	534		580
Total Other Non-current Liabilities	5,141		5,270
Non-current debt	7,764		7,922

Total Non-current Liabilities	15,770		16,214
Total Liabilities	19,573		19,543
Commitments and Contingencies
Equity
Stockholders’ Equity:
Common stock, $.01 par value, 500,000,000 shares authorized, 387,734,757 and 387,678,630 shares issued; 386,624,231 and 386,568,104 shares outstanding, respectively	3		3
Additional paid in capital	17,688		17,679
Treasury stock	(47)		(47)
Retained earnings	1,934		1,714
Accumulated other comprehensive loss	(227)		(273)
Total Stockholders’ Equity	19,351		19,076
Non-controlling interests	983		885
Total Equity	20,334		19,961
Total Liabilities and Equity	$	39,907	$	39,504

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine Months Ended September 30,
	2022		2021
(Millions)
Cash Flow from Operating Activities:
Net income	$	694	$	509
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	811		756
Regulatory assets/liabilities amortization and carrying cost	(37)		75
Pension cost	(6)		34
Earnings from equity method investments	(261)		(4)
Distributions of earnings received from equity method investments	19		14
Unrealized loss on marked-to-market derivative contracts	17		84
Deferred taxes	10		23
Other non-cash items	(28)		(41)
Changes in operating assets and liabilities:
Current assets	(360)		(115)
Noncurrent assets	8		(165)
Current liabilities	95		(1)
Noncurrent liabilities	(68)		(175)
Net Cash Provided by Operating Activities	894		994
Cash Flow from Investing Activities:
Capital expenditures	(1,940)		(1,897)
Contributions in aid of construction	90		53
Proceeds from sale of assets	16		6
Proceeds from notes receivable from affiliates	(1)		4
Distributions received from equity method investments	4		141
Other investments and equity method investments, net	(189)		228
Net Cash Used in Investing Activities	(2,020)		(1,465)
Cash Flow from Financing Activities:
Non-current debt issuances	216		347
Repayments of non-current debt	(332)		(302)
Repayment of non-current debt with affiliate	—		(3,000)
Receipts (repayments) of other short-term debt, net	209		(307)
Repayments of financing leases	(8)		(5)
Repurchase of common stock	—		(2)
Issuance of common stock	(1)		3,998
Distributions to noncontrolling interests	(8)		(9)
Contributions from noncontrolling interests	146		141
Dividends paid	(510)		(443)
Net Cash (Used in) Provided by Financing Activities	(288)		418
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(1,414)		(53)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	1,477		1,467
Cash, Cash Equivalents and Restricted Cash, End of Period	$	63	$	1,414
Supplemental Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	200	$	201
Cash paid for income taxes	$	13	$	8

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

(unaudited)


	Avangrid, Inc. Stockholders
(Millions, except for number of shares )	Number of shares (*)	Common Stock		Additional paid-in capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
As of June 30, 2021	387,204,556	$	3	$	17,671	$	(16)	$	1,790	$	(209)	$	19,239	$	596	$	19,835

Net income (loss)	—	—		—		—		111		—		111		(7)		104
Other comprehensive income, net of tax of $(24)	—	—		—		—		—		(74)		(74)		—		(74)
Comprehensive income																30
Dividends declared, $0.44/share	—	—		—		—		(170)		—		(170)		—		(170)



Stock-based compensation	—	—		4		—		—		—		4		—		4
Distributions to noncontrolling interests	—	—		—		—		—		—		—		(4)		(4)
Contributions from noncontrolling interests	—	—		—		—		(8)		—		(8)		139		131
As of September 30, 2021	387,204,556	$	3	$	17,675	$	(16)	$	1,723	$	(283)	$	19,102	$	724	$	19,826
As of June 30, 2022	386,624,231	$	3	$	17,687	$	(47)	$	2,003	$	(236)	$	19,410	$	976	$	20,386

Net income (loss)	—	—		—		—		105		—		105		1		106
Other comprehensive income, net of tax of $3	—	—		—		—		—		9		9		—		9
Comprehensive income																115
Dividends declared, $0.44/share	—	—		—		—		(170)		—		(170)		—		(170)


Repurchase of common stock	—	—		—		—		—		—		—		—		—
Stock-based compensation	—	—		1		—		—		—		1		—		1
Distributions to noncontrolling interests	—	—		—		—		—		—		—		(2)		(2)
Contributions from noncontrolling interests	—	—		—		—		(4)		—		(4)		8		4
As of September 30, 2022	386,624,231	$	3	$	17,688	$	(47)	$	1,934	$	(227)	$	19,351	$	983	$	20,334


	Avangrid, Inc. Stockholders
(Millions, except for number of shares )	Number of shares (*)	Common Stock		Additional paid-in capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
As of December 31, 2020	309,077,300	$	3	$	13,665	$	(14)	$	1,666	$	(111)	$	15,209	$	617	$	15,826

Net income (loss)	—	—		—		—		543		—		543		(34)		509
Other comprehensive loss, net of tax of $(58)	—	—		—		—		—		(172)		(172)		—		(172)
Comprehensive income																337
Dividends declared, $1.32/share	—	—		—		—		(477)		—		(477)		—		(477)
Release of common stock held in trust	296,854	—		—		—		—		—		—		—		—
Issuance of common stock	77,883,713	—		3,998		—		—		—		3,998		—		3,998
Repurchase of common stock	(53,311)	—		—		(2)		—		—		(2)		—		(2)
Stock-based compensation	—	—		12		—		—		—		12		—		12
Distributions to noncontrolling interests	—	—		—		—		—		—		—		(9)		(9)
Contributions from noncontrolling interests	—	—		—		—		(9)		—		(9)		150		141
As of September 30, 2021	387,204,556	$	3	$	17,675	$	(16)	$	1,723	$	(283)	$	19,102	$	724	$	19,826
As of December 31, 2021	386,568,104	$	3	$	17,679	$	(47)	$	1,714	$	(273)	$	19,076	$	885	$	19,961

Net income (loss)	—	—		—		—		734		—		734		(40)		694
Other comprehensive loss, net of tax of $16	—	—		—		—		—		46		46		—		46
Comprehensive income																740
Dividends declared, $1.32/share	—	—		—		—		(510)		—		(510)		—		(510)

Issuance of common stock	56,127	—		(1)		—		—		—		(1)		—		(1)

Stock-based compensation	—	—		10		—		—		—		10		—		10
Distributions to noncontrolling interests	—	—		—		—		—		—		—		(8)		(8)
Contributions from noncontrolling interests	—	—		—		—		(4)		—		(4)		146		142
As of September 30, 2022	386,624,231	$	3	$	17,688	$	(47)	$	1,934	$	(227)	$	19,351	$	983	$	20,334

(*) Par value of share amounts is $0.01

The accompanying notes are an integral part of our condensed consolidated financial statements.

Avangrid, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1. Background and Nature of Operations

Avangrid, Inc. (AVANGRID, we or the Company) is an energy services holding company engaged in the regulated energy transmission and distribution business through its principal subsidiary, Avangrid Networks, Inc. (Networks), and in the renewable energy generation business through its principal subsidiary, Avangrid Renewables Holding, Inc. (ARHI). ARHI in turn holds subsidiaries including Avangrid Renewables, LLC (Renewables). Iberdrola, S.A. (Iberdrola), a corporation organized under the laws of the Kingdom of Spain, owns 81.6% of the outstanding common stock of AVANGRID. The remaining outstanding shares are owned by various shareholders with approximately 18.4% of AVANGRID's outstanding shares publicly traded on the New York Stock Exchange (NYSE).

Proposed Merger with PNMR

On October 20, 2020, AVANGRID, PNM Resources, Inc., a New Mexico corporation (PNMR) and NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of AVANGRID (Merger Sub), entered into an Agreement and Plan of Merger (Merger Agreement), pursuant to which Merger Sub is expected to merge with and into PNMR, with PNMR surviving the Merger as a direct wholly-owned subsidiary of AVANGRID (Merger). Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (PNMR common stock) (other than (i) the issued shares of PNMR common stock that are owned by AVANGRID, Merger Sub, PNMR or any wholly-owned subsidiary of AVANGRID or PNMR, which will be automatically cancelled at the time the Merger is consummated and (ii) shares of PNMR common stock held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) will be converted, at the time the Merger is consummated, into the right to receive $50.30 in cash (Merger Consideration).

Consummation of the Merger (Closing) is subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the approval of the Merger Agreement by the holders of at least a majority of the outstanding shares of PNMR common stock entitled to vote thereon, the absence of any material adverse effect on PNMR, the receipt of certain required regulatory approvals (including approvals from the Public Utility Commission of Texas (PUCT), the New Mexico Public Regulation Commission (NMPRC), the Federal Energy Regulatory Commission (FERC), the Federal Communications Commission (FCC), the Committee on Foreign Investment in the United States (CFIUS), the Nuclear Regulatory Commission (NRC) and approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), the Four Corners Divestiture Agreements (as defined below) being in full force and effect and all applicable regulatory filings associated therewith being made, as well as holders of no more than 15% of the outstanding shares of PNMR common stock validly exercising their dissenters’ rights. On February 12, 2021, the shareholders of PNMR approved the proposed Merger. As of November 1, the Merger had obtained all regulatory approvals other than from the NMPRC. On November 1, 2021, after public hearing and briefing on the matter, the hearing examiner in the Merger proceeding at the NMPRC issued an unfavorable recommendation related to the amended stipulated agreement entered into by PNMR, AVANGRID and several interveners in the NMPRC proceeding with respect to consideration of the joint Merger application in June 2021. On December 8, 2021, the NMPRC issued an order rejecting the amended stipulated agreement. On January 3, 2022, AVANGRID and PNMR filed a notice of appeal of the December 8, 2021 decision of the NMPRC with the New Mexico Supreme Court. The Statement of Issues was filed on February 2, 2022 and the Brief in Chief was filed on April 7, 2022. On June 14, 2022, the NMPRC filed its Answer Brief. On June 13, 2022, New Energy Economy, an intervener in the Merger proceeding, filed its Answer Brief. AVANGRID's Reply Brief was filed on August 5, 2022. On February 24, 2022, the FCC granted an extension to its approval to transfer operating licenses in connection with the Merger, which was further extended on August 9, 2022. On September 21, 2022, New Energy Economy filed a motion to show cause with the NMPRC alleging that AVANGRID and PNMR have engaged in a misleading joint advertising and sponsorship strategy and requesting an investigation. AVANGRID filed a reply to the motion to show cause on October 11, 2022. We cannot predict the outcome of this proceeding.

In addition, on January 3, 2022, AVANGRID, PNMR and Merger Sub entered into an Amendment to the Merger Agreement (the Amendment), pursuant to which AVANGRID, PNMR and Merger Sub each agreed to extend the “End Date” for consummation of the Merger until April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. In light of this outstanding approval, the parties determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of AVANGRID and PNMR under certain circumstances, including if the Merger is not consummated by April 20, 2023 (subject to a three-month extension by AVANGRID and PNMR by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived). During the pendency of this appeal certain required regulatory approvals

and consents may expire and AVANGRID and PNMR will reapply and/or apply for extensions of such approvals, as the case may be. We cannot predict the outcome of this proceeding for the outstanding approvals.

The Merger Agreement contains representations, warranties and covenants of PNMR, AVANGRID and Merger Sub, which are customary for transactions of this type. In addition, among other things, the Merger Agreement contains a covenant requiring PNMR to, prior to the closing, enter into agreements (Four Corners Divestiture Agreements) providing for, and to make filings required to, exit from all ownership interests in the Four Corners Power Plant, all with the objective of having the closing date for such exit be no later than December 31, 2024.

The Merger Agreement (as amended) provides for certain customary termination rights including the right of either party to terminate the Merger Agreement if the Merger is not completed on or before April 20, 2023 (subject to a three-month extension by AVANGRID and PNMR by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived). The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances (including if AVANGRID terminates the Merger Agreement due to a change in recommendation of the board of directors of PNMR or if PNMR terminates the Merger Agreement to accept a superior proposal (as defined in the Merger Agreement)), PNMR will be required to pay AVANGRID a termination fee of $130 million. In addition, the Merger Agreement provides that (i) if the Merger Agreement is terminated by either party due to a failure of a regulatory closing condition and such failure is the result of AVANGRID’s breach of its regulatory covenants, or (ii) AVANGRID fails to effect the Closing when all closing conditions have been satisfied and it is otherwise obligated to do so under the Merger Agreement, then, in either such case, upon termination of the Merger Agreement, AVANGRID will be required to pay PNMR a termination fee of $184 million as the sole and exclusive remedy. Upon the termination of the Merger Agreement under certain specified circumstances involving a breach of the Merger Agreement, either PNMR or AVANGRID will be required to reimburse the other party’s reasonable and documented out-of-pocket fees and expenses up to $10 million (which amount will be credited toward, and offset against, the payment of any applicable termination fee).

In connection with the Merger, Iberdrola has provided AVANGRID a commitment letter (Iberdrola Funding Commitment Letter), pursuant to which Iberdrola has unilaterally agreed to provide to AVANGRID, or arrange the provision to AVANGRID of, funds to the extent necessary for AVANGRID to consummate the Merger, up to a maximum aggregate amount of approximately $4,300 million, including the payment of the aggregate Merger Consideration.

On April 15, 2021, AVANGRID entered into a side letter agreement with Iberdrola, which sets forth certain terms and conditions relating to the Iberdrola Funding Commitment Letter (the Side Letter Agreement). The Side Letter Agreement provides that any drawing in the form of indebtedness made by the Corporation pursuant to the Funding Commitment Letter shall bear interest at an interest rate equal to 3-month LIBOR plus 0.75% per annum calculated on the basis of a 360-day year for the actual number of days elapsed and, commencing on the date of the Funding Commitment Letter, we shall pay Iberdrola a facility fee equal to 0.12% per annum on the undrawn portion of the funding commitment set forth in the Funding Commitment Letter.

On May 18, 2021, we issued 77,821,012 shares of common stock in two private placements. Iberdrola purchased 63,424,125 shares and Hyde Member LLC, a Delaware limited liability company and a wholly owned subsidiary of Qatar Investment Authority, purchased 14,396,887 shares of our common stock, par value $0.01 per share, at the purchase price of $51.40 per share, which was the closing price of the shares of our common stock on the NYSE as of May 11, 2021. Proceeds of the private placements were approximately $4,000 million. $3,000 million of the proceeds were used to repay the Iberdrola Loan. After the effect of the private placements, Iberdrola retained its 81.6% ownership interest in AVANGRID.

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements should be read in conjunction with the Form 10-K for the fiscal year ended December 31, 2021.

The accompanying unaudited financial statements are prepared on a consolidated basis and include the accounts of AVANGRID and its consolidated subsidiaries, Networks and ARHI. All intercompany transactions and accounts have been eliminated in consolidation. The year-end balance sheet data was derived from audited financial statements. The unaudited condensed consolidated financial statements for the interim periods have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the interim condensed consolidated financial statements do not include all the information and note disclosures required by U.S. GAAP for complete financial statements.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments necessary to present fairly our condensed consolidated financial statements for the interim periods described herein. All such

adjustments are of a normal and recurring nature, except as otherwise disclosed. The results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results for the entire fiscal year ending December 31, 2022.

Note 3. Significant Accounting Policies and New Accounting Pronouncements

The new accounting pronouncements we have adopted as of January 1, 2022, and reflected in our condensed consolidated financial statements are described below. There have been no other material changes to the significant accounting policies described in our Form 10-K for the fiscal year ended December 31, 2021, except for those described below resulting from the adoption of new authoritative accounting guidance issued by the Financial Accounting Standards Board (FASB).

Adoption of New Accounting Pronouncements

(a) Facilitation of the effects of reference rate reform on financial reporting, and subsequent scope clarification

In March 2020, the FASB issued amendments for recognizing the effects of reference rate reform on financial reporting, from the cessation of the London Interbank Offered Rate (LIBOR). The guidance provides optional expedients and exceptions to contract modifications, hedging relationships, and other transactions that reference LIBOR, subject to meeting certain criteria. Our adoption of reference rate reform did not materially affect our consolidated results of operations, financial position and cash flows.

(b) Disclosures by business entities about government assistance

In November 2021, the FASB issued guidance that requires an entity to provide certain annual disclosures about government assistance received and accounted for by applying a grant or contribution accounting model by analogy. As the guidance is disclosure only, it did not have an impact to the consolidated financial results.

Accounting Pronouncements Issued but Not Yet Adopted

The following are new accounting pronouncements not yet adopted, including those issued since December 31, 2021, that we have evaluated or are evaluating to determine their effect on our condensed consolidated financial statements.

(a) Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued new disclosure requirements for supplier finance programs. These requirements include key terms of the program, the amount of obligations that remain unpaid at the end of an accounting period, a description of where those obligations are presented in the balance sheet and a roll forward of those obligations during the annual period. The guidance is effective for disclosures starting in 2023, including interim periods, except for the roll forward information, which is effective for annual periods starting in 2024. As this guidance is a change in disclosures only, we do not expect it to have a material impact in the consolidated financial results.

Note 4. Revenue

We recognize revenue when we have satisfied our obligations under the terms of a contract with a customer, which generally occurs when the control of promised goods or services transfers to the customer. We measure revenue as the amount of consideration we expect to receive in exchange for providing those goods or services. Contracts with customers may include multiple performance obligations. For such contracts, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Certain revenues are not within the scope of ASC 606, such as revenues from leasing, derivatives, other revenues that are not from contracts with customers and other contractual rights or obligations, and we account for such revenues in accordance with the applicable accounting standards. We exclude from revenue amounts collected on behalf of third parties, including any such taxes collected from customers and remitted to governmental authorities. We do not have any significant payment terms that are material because we receive payment at or shortly after the point of sale.

The following describes the principal activities, by reportable segment, from which we generate revenue. For more detailed information about our reportable segments, refer to Note 13.

Networks Segment

Networks derives its revenue primarily from tariff-based sales of electricity and natural gas service to customers in New York, Connecticut, Maine and Massachusetts, with no defined contractual term. For such revenues, we recognize revenues in an amount derived from the commodities delivered to customers. Other major sources of revenue are electricity transmission and wholesale sales of electricity and natural gas.

Tariff-based sales are subject to the corresponding state regulatory authorities, which determine prices and other terms of service through the ratemaking process. The applicable tariffs are based on the cost of providing service. The utilities’ approved base rates are designed to recover their allowable operating costs, including energy costs, finance costs, and the costs of equity, the last of which reflect our capital ratio and a reasonable return on equity. We traditionally invoice our customers by applying approved base rates to usage. Maine state law prohibits the utility from providing the electricity commodity to customers. In New York, Connecticut and Massachusetts, customers have the option to obtain the electricity or natural gas commodity directly from the utility or from another supplier. For customers that receive their commodity from another supplier, the utility acts as an agent and delivers the electricity or natural gas provided by that supplier. Revenue in those cases is only for providing the service of delivery of the commodity.

Transmission revenue results from others’ use of the utility’s transmission system to transmit electricity and is subject to FERC regulation, which establishes the prices and other terms of service. Long-term wholesale sales of electricity are based on individual bilateral contracts. Short-term wholesale sales of electricity are generally on a daily basis based on market prices and are administered by the Independent System Operator-New England (ISO-NE) and the New York Independent System Operator (NYISO) or PJM Interconnection, L.L.C. (PJM), as applicable. Wholesale sales of natural gas are generally short-term based on market prices through contracts with the specific customer.

The performance obligation in all arrangements is satisfied over time because the customer simultaneously receives and consumes the benefits as Networks delivers or sells the electricity or natural gas or provides the delivery or transmission service.

Certain Networks entities record revenue from Alternative Revenue Programs (ARPs), which is not ASC 606 revenue. Such programs represent contracts between the utilities and their regulators. The Networks ARPs include revenue decoupling mechanisms (RDMs), other ratemaking mechanisms, annual revenue requirement reconciliations and other demand side management programs.

Networks also has various other sources of revenue including billing, collection, other administrative charges, sundry billings, rent of utility property and miscellaneous revenue. It classifies such revenues as other ASC 606 revenues to the extent they are not related to revenue generating activities from leasing, derivatives or ARPs.

Renewables Segment

Renewables derives its revenue primarily from the sale of energy, transmission, capacity and other related charges from its renewable wind, solar and thermal energy generating sources. For such revenues, we will recognize revenues in an amount derived from the commodities delivered and from services as they are made available. Renewables has bundled power purchase agreements consisting of electric energy, transmission, capacity and/or renewable energy credits (RECs). The related contracts are generally long-term with no stated contract amount, that is, the customer is entitled to all or a percentage of the unit’s output. Renewables also has unbundled sales of electric energy and capacity, RECs and natural gas, which are generally for periods of less than a year. The performance obligations in substantially all of both bundled and unbundled arrangements for electricity and natural gas are satisfied over time, for which we record revenue based on the amount invoiced to the customer for the actual energy delivered. The performance obligation for stand-alone RECs is satisfied at a point in time, for which we record revenue when the performance obligation is satisfied upon delivery of the REC.

Renewables classifies certain contracts for the sale of electricity as derivatives, in accordance with the applicable accounting standards. Renewables also has revenue from its energy trading operations, which it generally classifies as derivative revenue. However, trading contracts not classified as derivatives are within the scope of ASC 606, with the performance obligation of the delivery of energy (electricity, natural gas) and settlement of the contracts satisfied at a point in time at which time we recognize the revenue. Renewables also has other ASC 606 revenue, which we recognize based on the amount invoiced to the customer.

Other

Other, which does not represent a segment, includes miscellaneous Corporate revenues and intersegment eliminations.

Contract Costs and Contract Liabilities

We recognize an asset for incremental costs of obtaining a contract with a customer when we expect the benefit of those costs to be longer than one year. We have contract assets for costs from development success fees, which we paid during the solar asset development period in 2018, and will amortize ratably into expense over the 15-year life of the power purchase agreement (PPA), expected to commence in December 2022 upon commercial operation. Contract assets totaled $9 million at both September 30, 2022 and December 31, 2021, and are presented in "Other non-current assets" on our condensed consolidated balance sheets.

We have contract liabilities for revenue from transmission congestion contract (TCC) auctions, for which we receive payment at the beginning of an auction period, and amortize ratably each month into revenue over the applicable auction period. The auction periods range from six months to two years. TCC contract liabilities totaled $8 million and $16 million at September 30, 2022 and December 31, 2021, respectively, and are presented in "Other current liabilities" on our condensed consolidated balance sheets. We recognized $6 million and $20 million as revenue during the three and nine months ended September 30, 2022, respectively, and $6 million and $15 million for the three and nine months ended September 30, 2021, respectively.

Revenues disaggregated by major source for our reportable segments for the three and nine months ended September 30, 2022 and 2021 are as follows:


	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
	Networks		Renewables		Other (b)		Total		Networks		Renewables		Other (b)		Total
(Millions)
Regulated operations – electricity	$	1,258	$	—	$	—	$	1,258	$	3,457	$	—	$	—	$	3,457
Regulated operations – natural gas	248		—		—		248		1,319		—		—		1,319
Nonregulated operations – wind	—		223		—		223		—		720		—		720
Nonregulated operations – solar	—		13		—		13		—		29		—		29
Nonregulated operations – thermal	—		8		—		8		—		32		—		32
Other(a)	23		(11)		(1)		11		82		31		(1)		112
Revenue from contracts with customers	1,529		233		(1)		1,761		4,858		812		(1)		5,669
Leasing revenue	3		—		—		3		7		—		—		7
Derivative revenue	—		60		—		60		—		2		—		2
Alternative revenue programs	7		—		—		7		43		—		—		43
Other revenue	7		—		—		7		37		7		—		44
Total operating revenues	$	1,546	$	293	$	(1)	$	1,838	$	4,945	$	821	$	(1)	$	5,765


	Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021
	Networks		Renewables		Other (b)		Total		Networks		Renewables		Other (b)		Total
(Millions)
Regulated operations – electricity	$	1,105	$	—	$	—	$	1,105	$	2,959	$	—	$	—	$	2,959
Regulated operations – natural gas	214		—		—		214		1,034		—		—		1,034
Nonregulated operations – wind	—		205		—		205		—		819		—		819
Nonregulated operations – solar	—		10		—		10		—		21		—		21
Nonregulated operations – thermal	—		14		—		14		—		42		—		42
Other(a)	17		1		(2)		16		41		74		(2)		113
Revenue from contracts with customers	1,336		230		(2)		1,564		4,034		956		(2)		4,988
Leasing revenue	1		—		—		1		6		—		—		6
Derivative revenue	—		22		—		22		—		(72)		—		(72)
Alternative revenue programs	8		—		—		8		77		—		—		77
Other revenue	12		(9)		—		3		32		10		—		42
Total operating revenues	$	1,357	$	243	$	(2)	$	1,598	$	4,149	$	894	$	(2)	$	5,041

(a) Primarily includes certain intra-month trading activities, billing, collection and administrative charges, sundry billings and

other miscellaneous revenue.

(b) Does not represent a segment. Includes Corporate and intersegment eliminations.

As of September 30, 2022 and December 31, 2021, accounts receivable balances related to contracts with customers were approximately $1,255 million and $1,220 million, respectively, including unbilled revenues of $315 million and $405 million, which are included in “Accounts receivable and unbilled revenues, net” on our condensed consolidated balance sheets.

As of September 30, 2022, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) were as follows:


As of September 30, 2022	2023		2024		2025		2026		2027		Thereafter		Total
(Millions)
Revenue expected to be recognized on multiyear retail energy sales contracts in place	$	1	$	1	$	—	$	—	$	—	$	—	$	2
Revenue expected to be recognized on multiyear capacity and carbon-free energy sale contracts	69		14		12		10		7		60		172
Revenue expected to be recognized on multiyear renewable energy credit sale contracts	41		38		14		3		1		1		98
Total operating revenues	$	111	$	53	$	26	$	13	$	8	$	61	$	272

As of September 30, 2022, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for the remainder of 2022 was $20 million.

Note 5. Regulatory Assets and Liabilities

Pursuant to the requirements concerning accounting for regulated operations, our utilities capitalize, as regulatory assets, incurred and accrued costs that are probable of recovery in future electric and natural gas rates. We base our assessment of whether recovery is probable on the existence of regulatory orders that allow for recovery of certain costs over a specific period, or allow for reconciliation or deferral of certain costs. When costs are not treated in a specific regulatory order, we use regulatory precedent to determine if recovery is probable. Our operating utilities also record, as regulatory liabilities, obligations to refund previously collected revenue or to spend revenue collected from customers on future costs. The primary items that are not included in rate base or accruing carrying costs are regulatory assets for qualified pension and other postretirement benefits, which reflect unrecognized actuarial gains and losses; debt premium; environmental remediation costs, which are primarily the offset of accrued liabilities for future spending; unfunded future income taxes, which are the offset to the unfunded future deferred income tax liability recorded; asset retirement obligations; hedge losses; and contracts for differences. As of September 30, 2022, the total net amount of these items is approximately $886 million.

CMP Distribution Rate Case

In an order issued on February 19, 2020, the MPUC authorized an increase in CMP's distribution revenue requirement of $17 million, or approximately 7.00%, based on an allowed ROE of 9.25% and a 50.00% equity ratio. The rate increase was effective March 1, 2020. Commencing on March 1, 2020, the MPUC also imposed a 1.00% ROE reduction (to 8.25%) for management efficiency associated with CMP’s customer service performance following the implementation of its new billing system in 2017 which would be removed after demonstrating satisfactory customer service performance. In September 2021, CMP met the 18-month required rolling average satisfactory customer service benchmarks and filed with the MPUC a request for removal of the management efficiency adjustment, which was approved by the MPUC effective as of its February 18, 2022 order.

The order provided additional funding for staffing increases, vegetation management programs and storm restoration costs, while retaining the basic tiered structure for storm cost recovery implemented in the 2014 stipulation. The MPUC order also retained the RDM implemented in 2014. The order denied CMP’s request to increase rates for higher costs associated with services provided by its affiliates and ordered the initiation of a management audit to evaluate whether CMP's current management structure, and the management and other services from its affiliates, are appropriate and in the interest of Maine customers. The management audit was commenced in July 2020 by the MPUC's consultants and culminated with a report issued by the MPUC’s consultants in July 2021. On February 18, 2022, the MPUC opened a narrowly tailored follow-on investigation examining how CMP and its customers are affected by decisions made at the CMP corporate parent level about earnings, capital budgeting, and planning. In this context, the investigation will also examine regulatory approaches and structures including ratemaking and performance mechanisms. We cannot predict the outcome of this investigation.

In accordance with Chapter 120 of MPUC Rules, on May 26, 2022, CMP filed a nonbinding notice of intent to file a distribution rate case on or after sixty days from the issuance of the letter. In the notice, CMP signaled its intent to propose a three-year rate plan, which includes a multi-year capital investment plan to fund investments needed to improve reliability and resiliency, as well as to continue to improve the customer experience and cost-effectively advance clean energy transformation. CMP’s notice estimated a revenue change in the range of $45 to $50 million in the first year of the rate plan followed by increases in the range of $25 to $30 million in the second year and $20 to $25 million in the third year. We cannot predict the outcome of this matter.

On August 11, 2022, CMP filed a three-year rate plan, with adjustments to the distribution revenue requirement in each year. In its filing, CMP has set the three rate years as May 10, 2023 to May 9, 2024 (“Rate Year 1”); May 10, 2024 to May 9, 2025 (“Rate Year 2”); and May 10, 2025 to May 9, 2026 (“Rate Year 3”). The requested Rate Year revenue requirement increases for the rate years are $48 million, $28 million and $23 million, respectively. The revenue requirement adjustments are based on a test year ending December 31, 2021. The requested revenue changes for each rate year of the proposal are subject to four adjustment mechanisms: (1) a yearly review of plant additions with potential downward reconciliation in the event of an underspend, (2) a capital adjustment mechanism for certain incremental pole replacements, broadband work, electric vehicle work, energy storage projects, and metering system upgrades, (3) a symmetrical inflation reconciliation adjustment, and (4) reconciliation of the benefits associated with the tax basis repair deduction. New rates are expected to take effect on or around August 2023. We cannot predict the outcome of this matter.

NYSEG and RG&E Rate Plans

On November 19, 2020, the NYPSC approved a new three-year rate plan for NYSEG & RG&E (2020 Joint Proposal), with modifications to the rate increases at the two electric businesses. The effective date of new tariffs was December 1, 2020 with a make-whole provision back to April 17, 2020. The proposed rates facilitate the companies’ transition to a cleaner energy future while allowing for important initiatives such as COVID-19 relief for customers and additional funding for vegetation management, hardening/resiliency and emergency preparedness. The rate plans continue the RAM designed to return or collect certain defined reconciled revenues and costs, have new depreciation rates and continue existing RDMs for each business. The 2020 Joint Proposal bases delivery revenues on an 8.80% ROE and 48.00% equity ratio; however, for the proposed earnings sharing mechanism, the equity ratio is the lower of the actual equity ratio or 50.00%. The below table provides a summary of the approved delivery rate increases and delivery rate percentages, including rate levelization and excluding energy efficiency, which is a pass-through, for all four businesses:


	Year 1				Year 2				Year 3
	Rate Increase		Delivery Rate %		Rate Increase		Delivery Rate %		Rate Increase		Delivery Rate %
Utility	(Millions)		Increase		(Millions)		Increase		(Millions)		Increase
NYSEG Electric	$	34	4.6	%	$	46	5.9	%	$	36	4.2	%
NYSEG Gas	$	—	—	%	$	2	0.8	%	$	3	1.6	%
RG&E Electric	$	17	3.8	%	$	14	3.2	%	$	16	3.3	%
RG&E Gas	$	—	—	%	$	—	—	%	$	2	1.3	%

On May 26, 2022, NYSEG and RG&E filed for a new rate plan with the NYPSC. The rate filings are based on test year 2021 financial results adjusted to the rate year May 1, 2023 – April 30, 2024. Since these rate filings were submitted on May 26, 2022, the effective date of new rates, assuming an approximately 11-month suspension period, will be May 1, 2023. NYSEG and RG&E filed for a one-year rate plan but expressed interest in exploring a multi-year plan during the pendency of the case (as is the custom in New York). On August 12, 2022, NYSEG and RG&E filed an update to its rate plan filing called for in the litigation schedule. In their filings, the following revenue changes were requested:


Requested Revenue Change
	May 26, 2022		August 12, 2022		Difference
Utility	(Millions)		(Millions)		(Millions)
NYSEG Electric	$	274	$	274	$	—
NYSEG Gas	$	43	$	30	$	(13)
RG&E Electric	$	94	$	93	$	(1)
RG&E Gas	$	38	$	32	$	(6)

Other parties filed direct testimony on September 26, 2022 and the Companies filed testimony on October 18, 2022. We cannot predict the outcome of this matter.

UI, CNG, SCG and BGC Rate Plans

In 2016, the Connecticut Public Utilities Regulatory Authority (PURA) approved new distribution rate schedules for The United Illuminating Company (UI) for three years, which became effective January 1, 2017 and, among other things, provide for annual tariff increases and an ROE of 9.10% based on a 50.00% equity ratio, continued UI’s existing earnings sharing mechanism (ESM) pursuant to which UI and its customers share on a 50/50 basis all distribution earnings above the allowed ROE in a calendar year, continued the existing decoupling mechanism and approved the continuation of the requested storm reserve. Any dollars due to customers from the ESM continue to be first applied against any storm regulatory asset balance (if one exists at that time) or refunded to customers through a bill credit if such storm regulatory asset balance does not exist.

On September 9, 2022, UI filed a distribution revenue requirement case. UI’s filing proposes a three-year rate plan commencing September 1, 2023 through August 31, 2026. The filing is based on a test year ending December 31, 2021, for the rate years beginning September 1, 2023 (“UI Rate Year 1”), September 1, 2024 (“UI Rate Year 2”), and September 1, 2025 (“UI Rate Year 3”). The Company is requesting that PURA approve new distribution rates to recover an increase in revenue requirements of approximately $106 million in UI Rate Year 1, an incremental approximately $17 million in UI Rate Year 2, and an incremental approximately $17 million in UI Rate Year 3, compared to total revenues that would otherwise be recovered under UI’s current rate schedules. UI’s Rate Plan also includes several measures to moderate the impact of the proposed rate update for all customers, including, without limitation a rate levelization proposal to spread the proposed total rate increase over the three rate years, which would result in a change in revenue in UI Rate Year 1 of approximately $54 million. Litigation of the case is expected to take approximately one year with new rates expected to go into effect on or around September 2023. We cannot predict the outcome of this matter.

In 2017, PURA approved new tariffs for the Southern Connecticut Gas Company (SCG) effective January 1, 2018. The new tariffs also include an RDM and Distribution Integrity Management Program (DIMP) mechanism, ESM, the amortization of certain regulatory liabilities (most notably accumulated hardship deferral balances and certain accumulated deferred income taxes) and tariff increases based on an ROE of 9.25% and an equity ratio of approximately 52.00%. Any dollars due to customers from the ESM will be first applied against any environmental regulatory asset balance as defined in the settlement agreement (if one exists at that time) or refunded to customers through a bill credit if such environmental regulatory asset balance does not exist.

In 2018, PURA approved new tariffs for Connecticut Natural Gas Corporation (CNG) effective January 1, 2019 for a three-year rate plan with annual rate increases. The new tariffs continued the RDM and DIMP mechanism. ESM and tariff increases are based on an ROE of 9.30% and an equity ratio of 54.00% in 2019, 54.50% in 2020 and 55.00% in 2021.

In 2019, the Massachusetts Department of Public Utilities (DPU) approved new distribution rates for Berkshire Gas Company (BGC). The distribution rate increase is based on a 9.70% ROE and 54.00% equity ratio. The new tariffs provide for the implementation of an RDM and pension expense tracker and also provide that BGC will not file to change base distribution rates to become effective before November 1, 2021.

On June 24, 2022, BGC filed a Settlement Agreement with the Massachusetts Attorney General’s Office (AGO) for DPU approval. The Settlement Agreement followed BGC’s December 14, 2021 filing of a Notice of Intent to File Rate Schedules. Following that filing, BGC and the AGO negotiated the Settlement Agreement in lieu of a fully litigated rate case before the DPU. The Settlement Agreement allows for agreed-upon adjustments to BGC’s revenue requirement as well as various step increases BGC shall be entitled to on January 1, 2023 and January 1, 2024. The Settlement Agreement provides that it shall be void unless approved in its entirety by the DPU by November 1, 2022. It provides for the opportunity to increase BGC’s revenue requirement by as much as $5.6 million over current rates (reflective of a 9.7% ROE and a 54% equity ratio as well as other stepped adjustments) through January 1, 2024. The Settlement Agreement is now before the DPU for approval. We cannot predict the outcome of this proceeding.

Connecticut Energy Legislation

On October 7, 2020, the Governor of Connecticut signed into law an energy bill that, among other things, instructs PURA to revise the rate-making structure in Connecticut to adopt performance-based rates for each electric distribution company, increases the maximum civil penalties assessable for failures in emergency preparedness, and provides for certain penalties and reimbursements to customers after storm outages greater than 96 hours and extends rate case timelines.

Pursuant to the legislation, on October 30, 2020, PURA re-opened a docket related to new rate designs and review, expanding the scope to consider (a) the implementation of an interim rate decrease; (b) low-income rates; and (c) economic development rates. Separately, UI was due to make its annual RAM filing on March 8, 2021 for the approval of its RAM Rate Components reconciliations: Generation Services Charges, By-passable Federally Mandated Congestion Costs, System Benefits Charge, Transmission Adjustment Charge and RDM.

On March 9, 2021, UI, jointly with the Office of the CT Attorney General, the Office of CT Consumer Counsel, DEEP and PURA’s Office of Education, Outreach, and Enforcement entered into a settlement agreement and filed a motion to approve the settlement agreement, which addressed issues in both dockets.

In an order dated June 23, 2021, PURA approved the as amended settlement agreement in its entirety and it was executed by the parties. The settlement agreement includes a contribution by UI of $5 million and provides customers rate credits of $50 million while allowing UI to collect $52 million in RAM, all over a 22-month period ending April 2023 and also includes a distribution base rate freeze through April 2023.

Pursuant to the legislation, PURA opened a docket to consider the implementation of the associated customer compensation and reimbursement provisions in emergency events where customers were without power for more than 96 consecutive hours. On June 30, 2021, PURA issued a final decision implementing the legislative mandate to create a program pursuant to which residential customers will receive $25 for each day without power after 96 hours and also receive reimbursement of $250 for spoiled food and medicine. The decision emphasizes that no costs incurred in connection with this program are recoverable from customers. The Company is reviewing the requirements of this program and evaluating next steps.

PURA Investigation of the Preparation for and Response to the Tropical Storm Isaias and Connecticut Storm Reimbursement Legislation

On August 6, 2020, PURA opened a docket to investigate the preparation for and response to Tropical Storm Isaias by the electric distribution companies in Connecticut including UI. Following hearings and the submission of testimony, PURA issued a final decision on April 15, 2021, finding that UI “generally met standards of acceptable performance in its preparation and response to Tropical Storm Isaias," subject to certain exceptions noted in the decision, but ordered a 15-basis point reduction to UI's ROE in its next rate case to incentivize better performance and indicated that penalties could be forthcoming in the penalty phase of the proceedings. On June 11, 2021, UI filed an appeal of PURA’s decision with the Connecticut Superior Court.

On May 6, 2021, in connection with its findings in the Tropical Storm Isaias docket, PURA issued a Notice of Violation to UI for allegedly failing to comply with standards of acceptable performance in emergency preparation or restoration of service in an emergency and with orders of the Authority, and for violations of accident reporting requirements. PURA assessed a civil penalty in the total amount of approximately $2 million. PURA held a hearing on this matter and, in an order dated July 14, 2021, reduced the civil penalty to approximately $1 million. UI filed an appeal of PURA’s decision with the Connecticut Superior Court. This appeal and the appeal of PURA’s decision on the Tropical Storm Isaias docket have been consolidated. Oral arguments were held on October 11, 2022, and on October 17, 2022, the court denied UI’s appeal and affirmed PURA’s decisions in their entirety. We cannot predict the outcome of this proceeding.

Regulatory Assets and Liabilities

The regulatory assets and regulatory liabilities shown in the tables below result from various regulatory orders that allow for the deferral and/or reconciliation of specific costs. Regulatory assets and regulatory liabilities are classified as current when recovery or refund in the coming year is allowed or required through a specific order or when the rates related to a specific regulatory asset or regulatory liability are subject to automatic annual adjustment.

Regulatory assets as of September 30, 2022 and December 31, 2021, respectively, consisted of:


	September 30,		December 31,
As of	2022		2021
(Millions)
Pension and other post-retirement benefits cost deferrals	$	322	$	545
Pension and other post-retirement benefits	77		95
Storm costs	538		448
Rate adjustment mechanism	48		68
Revenue decoupling mechanism	41		68
Transmission revenue reconciliation mechanism	13		15
Contracts for differences	59		73
Hardship programs	29		24
Plant decommissioning	1		2
Deferred purchased gas	41		52
Deferred transmission expense	—		13
Environmental remediation costs	257		256
Debt premium	66		71
Unamortized losses on reacquired debt	21		23
Unfunded future income taxes	473		424
Federal tax depreciation normalization adjustment	138		142
Asset retirement obligation	21		20
Deferred meter replacement costs	54		46
COVID-19 cost recovery and late payment surcharge	21		21
Low income arrears forgiveness	33		—
Other	249		241
Total regulatory assets	2,502		2,647
Less: current portion	389		400
Total non-current regulatory assets	$	2,113	$	2,247

“Pension and other post-retirement benefits” represent the actuarial losses on the pension and other post-retirement plans that will be reflected in customer rates when they are amortized and recognized in future pension expenses.

“Pension and other post-retirement benefits cost deferrals” include the difference between actual expense for pension and other post-retirement benefits and the amount provided for in rates for certain of our regulated utilities. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases.

“Storm costs” for CMP, NYSEG, RG&E and UI are allowed in rates based on an estimate of the routine costs of service restoration. The companies are also allowed to defer unusually high levels of service restoration costs resulting from major storms when they meet certain criteria for severity and duration. A portion of this balance is amortized through current rates, and the remaining portion will be determined through future rate cases.

“Rate adjustment mechanism” represents an interim rate change to return or collect certain defined reconciled revenues and costs for NYSEG and RG&E following the approval of the Joint Proposal by the NYPSC. The RAM, when triggered, is implemented in rates on July 1 of each year for return or collection over a twelve-month period.

"Revenue decoupling mechanism" represents the mechanism established to disassociate the utility's profits from its delivery/commodity sales.

"Transmission revenue reconciliation mechanism" reflects differences in actual costs in the rate year from those used to set rates. This mechanism contains the Annual Transmission True up (ATU), which is recovered over the subsequent June to May period.

“Contracts for Differences” represent the deferral of unrealized gains and losses on contracts for differences derivative contracts. The balance fluctuates based upon quarterly market analysis performed on the related derivatives. The amounts,

which do not earn a return, are fully offset by a corresponding derivative asset/liability.

“Hardship Programs” represent hardship customer accounts deferred for future recovery to the extent they exceed the amount in rates.

“Plant decommissioning” represents decommissioning and demolition expenses related to closing fossil plant facilities - Beebe & Russell.

“Deferred Purchased Gas” represents the difference between actual gas costs and gas costs collected in rates.

“Deferred Transmission Expense” represents deferred transmission income or expense and fluctuates based upon actual revenues and revenue requirements.

“Environmental remediation costs” includes spending that has occurred and is eligible for future recovery in customer rates. Environmental costs are currently recovered through a reserve mechanism whereby projected spending is included in rates with any variance recorded as a regulatory asset or a regulatory liability. The amortization period will be established in future proceedings and will depend upon the timing of spending for the remediation costs. It also includes the anticipated future rate recovery of costs that are recorded as environmental liabilities since these will be recovered when incurred. Because no funds have yet been expended for the regulatory asset related to future spending, it does not accrue carrying costs and is not included within rate base.

“Debt premium” represents the regulatory asset recorded to offset the fair value adjustment to the regulatory component of the non-current debt of UIL at the acquisition date. This amount is being amortized to interest expense over the remaining term of the related outstanding debt instruments.

“Unamortized losses on reacquired debt” represent deferred losses on debt reacquisitions that will be recovered over the remaining original amortization period of the reacquired debt.

“Unfunded future income taxes” represent unrecovered federal and state income taxes primarily resulting from regulatory flow through accounting treatment and are the offset to the unfunded future deferred income tax liability recorded. The income tax benefits or charges for certain plant related timing differences, such as removal costs, are immediately flowed through to, or collected from, customers. This amount is being amortized as the amounts related to temporary differences that give rise to the deferrals are recovered in rates. These amounts are being collected over a period of 46 years, and the NYPSC staff has initiated an audit, as required, of the unfunded future income taxes and other tax assets to verify the balances.

“Federal tax depreciation normalization adjustment” represents the revenue requirement impact of the difference in the deferred income tax expense required to be recorded under the IRS normalization rules and the amount of deferred income tax expense that was included in cost of service for rate years covering 2011 forward. The recovery period in New York is from 25 to 35 years and for CMP 32.5 years beginning in 2020.

“Asset retirement obligations” represents the differences in timing of the recognition of costs associated with our AROs and the collection of such amounts through rates. This amount is being amortized at the related depreciation and accretion amounts of the underlying liability.

“Deferred meter replacement costs” represent the deferral of the book value of retired meters which were replaced or are planned to be replaced by AMI meters. This amount is being amortized over the initial depreciation period of related retired meters.

"COVID-19 cost recovery and late payment surcharge" represents: a) deferred COVID-19-related costs in the state of Connecticut based on the order issued by PURA on April 29, 2020, requiring utilities to track COVID-19-related expenses and lost revenue and create a regulatory asset, and b) deferred lost late payment revenue in the state of New York based on the order issued by the NYPSC on June 17, 2022, approving deferral and surcharge/sur-credit mechanism to recover/return deferred balances starting July 1, 2022.

“Low-income arrears forgiveness” represents deferred bill credits in the state of New York based on the order issued by the NYPSC on June 16, 2022, approving deferral of bill credits for low-income customers and recovery of regulatory asset from all customers over five years for RG&E and three years for NYSEG. Surcharge will start August 1, 2022.

“Other” includes post-term amortization deferrals and various items subject to reconciliation including hedge losses and deferred property tax.

Regulatory liabilities as of September 30, 2022 and December 31, 2021, respectively, consisted of:


	September 30,		December 31,
As of	2022		2021
(Millions)
Energy efficiency portfolio standard	$	29	$	45
Gas supply charge and deferred natural gas cost	7		7
Pension and other post-retirement benefits cost deferrals	67		73
Carrying costs on deferred income tax bonus depreciation	13		23
Carrying costs on deferred income tax - Mixed Services 263A	4		7
2017 Tax Act	1,249		1,327
Rate Change Levelization	36		99
Revenue decoupling mechanism	24		13
Accrued removal obligations	1,190		1,192
Asset sale gain account	—		2
Economic development	21		26
Positive benefit adjustment	17		22
Theoretical reserve flow thru impact	4		6
Deferred property tax	18		22
Net plant reconciliation	12		16
Debt rate reconciliation	38		49
Rate refund – FERC ROE proceeding	36		35
Transmission congestion contracts	28		23
Merger-related rate credits	10		12
Accumulated deferred investment tax credits	22		24
Asset retirement obligation	18		18
Earning sharing provisions	14		13
Middletown/Norwalk local transmission network service collections	17		17
Low income programs	23		25
Non-firm margin sharing credits	24		15
New York 2018 winter storm settlement	2		5
Hedge Gains	82		19
Other	338		194
Total regulatory liabilities	3,343		3,329
Less: current portion	478		307
Total non-current regulatory liabilities	$	2,865	$	3,022

“Energy efficiency portfolio standard” represents the costs of energy efficiency programs deferred for future recovery to the extent they exceed the amount in rates. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three years and began in 2020.

"Gas supply charge and deferred natural gas cost" reflects the actual costs of purchasing, transporting and storing of natural gas. Gas supply reconciliation is determined by comparing actual gas supply expenses to the monthly gas cost recoveries in rates. Prior rate year balances are collected/returned to customers beginning the next calendar year.

“Pension and other postretirement benefits cost deferrals” include the difference between actual expense for pension and other post-retirement benefits and the amount provided for in rates for certain of our regulated utilities. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases.

“Carrying costs on deferred income tax bonus depreciation” represent the carrying costs benefit of increased accumulated deferred income taxes created by the change in tax law allowing bonus depreciation. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three years and began in 2020.

“Carrying costs on deferred income tax - Mixed Services 263(a)” represent the carrying costs benefit of increased accumulated deferred income taxes created by Section 263 (a) IRC. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three years and began in 2020.

“2017 Tax Act” represents the impact from remeasurement of deferred income tax balances as a result of the Tax Act enacted by the U.S. federal government on December 22, 2017. Reductions in accumulated deferred income tax balances due to the reduction in the corporate income tax rates from 35% to 21% under the provisions of the Tax Act will result in amounts previously and currently collected from utility customers for these deferred taxes to be refundable to such customers, generally through reductions in future rates. The NYPSC, MPUC, PURA and DPU have instituted separate proceedings in New York, Maine, Connecticut and Massachusetts, respectively, to review and address the implications associated with the Tax Act on the utilities providing service in such states.

“Rate change levelization” adjusts the New York delivery rate increases across the three-year plan to avoid unnecessary spikes and offsetting dips in customer rates. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is five years and began in 2020.

“Revenue decoupling mechanism” represents the mechanism established to disassociate the utility's profits from its delivery/commodity sales.

“Accrued removal obligations” represent the differences between asset removal costs recorded and amounts collected in rates for those costs. The amortization period is dependent upon the asset removal costs of underlying assets and the life of the utility plant.

“Asset sale gain account” represents the net gain on the sale of certain assets that will be used for the future benefit of customers. The amortization period in current rates is three years for NYSEG and two years for RG&E and began in 2020.

“Economic development” represents the economic development program, which enables NYSEG and RG&E to foster economic development through attraction, expansion and retention of businesses within its service territory. If the level of actual expenditures for economic development allocated to NYSEG and RG&E varies in any rate year from the level provided for in rates, the difference is refunded to customers. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three years and began in 2020.

“Positive benefit adjustment” resulted from Iberdrola’s 2008 acquisition of AVANGRID (formerly Energy East Corporation). This is being used to moderate increases in rates. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three years and began in 2020.

“Theoretical reserve flow thru impact” represents the differences from the rate allowance for applicable federal and state flow through impacts related to the excess depreciation reserve amortization. It also represents the carrying cost on the differences. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is three to five years and began in 2020.

"Deferred property tax" represents the difference between actual expense for property taxes recoverable from customers and the amount provided for in rates. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is five years and began in 2020.

"Net plant reconciliation" represents the reconciliation of the actual electric and gas net plant and book depreciation to the targets set forth in the 2020 Joint Proposal. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is five years and began in 2020.

"Debt rate reconciliation" represents the over/under collection of costs related to debt instruments identified in the rate case. Costs would include interest, commissions and fees versus amounts included in rates.

"Rate refund - FERC ROE proceeding" represents the reserve associated with the FERC proceeding around the base return on equity (ROE) reflected in ISO New England, Inc.’s (ISO-NE) open access transmission tariff (OATT). See Note 8 for more details.

"Transmission congestion contracts" represents deferral of the Nine Mile 2 Nuclear Plant transmission congestion contract at RG&E. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases. The amortization period in current rates is five years and began in 2020.

“Merger-related rate credits” resulted from the acquisition of UIL. This is being used to moderate increases in rates. During the three and nine months ended September 30, 2022, $0 and $2 million, respectively, and $1 million and $2 million, respectively, for the three and nine months ended September 30, 2021 of rate credits were applied against customer bills.

"Asset retirement obligation" represents the differences in timing of the recognition of costs associated with our AROs and the collection of such amounts through rates. This amount is being amortized at the related depreciation and accretion amounts of the underlying liability.

"Earning sharing provisions" represents the annual earnings over the earnings sharing threshold. A portion of this balance is amortized through current rates, the remaining portion will be refunded in future periods through future rate cases.

"Middletown/Norwalk local transmission network service collections" represents allowance for funds used during construction of the Middletown/Norwalk transmission line, which is being amortized over the useful life of the project.

“Low income programs” represent various hardship and payment plan programs approved for recovery.

“New York 2018 winter storm settlement” represents the settlement amount with the NYPSC following the comprehensive investigation of New York’s major utility companies’ preparation and response to March 2018 storms. The balance is being amortized through current rates over an amortization period of three years, beginning in 2020.

“Hedge gains” represents the deferred fair value gains on electric and gas hedge contracts.

“Other” includes cost of removal being amortized through rates and various items subject to reconciliation.

Note 6. Fair Value of Financial Instruments and Fair Value Measurements

We determine the fair value of our derivative assets and liabilities and non-current equity investments associated with Networks’ activities utilizing market approach valuation techniques:

•Our equity and other investments consist of Rabbi Trusts for deferred compensation plans and a supplemental retirement benefit life insurance trust. The Rabbi Trusts primarily include equity securities, fixed income and money market funds. We measure the fair value of our Rabbi Trust portfolio using observable, unadjusted quoted market prices in active markets for identical assets and include the measurements in Level 1. We measure the fair value of the supplemental retirement benefit life insurance trust based on quoted prices in the active markets for the various funds within which the assets are held and include the measurement in Level 2.

•NYSEG and RG&E enter into electric energy derivative contracts to hedge the forecasted purchases required to serve their electric load obligations. They hedge their electric load obligations using derivative contracts that are settled based upon Locational Based Marginal Pricing published by the NYISO. NYSEG and RG&E hedge approximately 70% of their electric load obligations using contracts for a NYISO location where an active market exists. The forward market prices used to value the companies’ open electric energy derivative contracts are based on quoted prices in active markets for identical assets or liabilities with no adjustment required and therefore we include the fair value measurements in Level 1.

•NYSEG and RG&E enter into natural gas derivative contracts to hedge their forecasted purchases required to serve their natural gas load obligations. NYSEG and RG&E hedge up to approximately 55% of its forecasted winter demand through the use of financial transactions and storage withdrawals. The forward market prices used to value open natural gas derivative contracts are exchange-based prices for the identical derivative contracts traded actively on the Intercontinental Exchange (ICE). We include the fair value measurements in Level 1 because we use prices quoted in an active market.

•NYSEG, RG&E and CMP enter into fuel derivative contracts to hedge their unleaded and diesel fuel requirements for their fleet vehicles. Exchange-based forward market prices are used, but because an unobservable basis adjustment is added to the forward prices, we include the fair value measurement for these contracts in Level 3.

•UI enters into CfDs, which are marked-to-market based on a probability-based expected cash flow analysis that is discounted at risk-free interest rates and an adjustment for non-performance risk using credit default swap rates. We include the fair value measurement for these contracts in Level 3 (See Note 7 for further discussion of CfDs).

We determine the fair value of our derivative assets and liabilities associated with Renewables activities utilizing market approach valuation techniques. Exchange-traded transactions, such as New York Mercantile Exchange (NYMEX) futures contracts, that are based on quoted market prices in active markets for identical products with no adjustment are included in fair value Level 1. Contracts with delivery periods of two years or less which are traded in active markets and are valued with or derived from observable market data for identical or similar products such as over-the-counter NYMEX, foreign exchange swaps, and fixed price physical and basis and index trades are included in fair value Level 2. Contracts with delivery periods exceeding two years or that have unobservable inputs or inputs that cannot be corroborated with market data for identical or similar products are included in fair value Level 3. The unobservable inputs include historical volatilities and correlations for tolling arrangements and extrapolated values for certain power swaps. The valuation for this category is based on our judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists.

We determine the fair value of our interest rate derivative instruments based on a model whose inputs are observable, such as the London Interbank Offered Rate (LIBOR) forward interest rate curves. We include the fair value measurement for these contracts in Level 2 (See Note 7 for further discussion of interest rate contracts).

We determine the fair value of our foreign currency exchange derivative instruments based on current exchange rates compared to the rates at inception of the hedge. We include the fair value measurement for these contracts in Level 2.

The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes payable, lease obligations and interest accrued approximate fair value.

As of both September 30, 2022 and December 31, 2021 restricted cash was $3 million, and is included in "Other Assets" on our condensed consolidated balance sheets.

The financial instruments measured at fair value as of September 30, 2022 and December 31, 2021, respectively, consisted of:


As of September 30, 2022	Level 1		Level 2		Level 3		Netting		Total
(Millions)
Equity investments with readily determinable fair values	$	30	$	13	$	—	$	—	$	43
Derivative assets
Derivative financial instruments - power	$	83	$	26	$	122	$	(109)	$	122
Derivative financial instruments - gas	21		54		3		(57)		21
Contracts for differences	—		—		2		—		2
Derivative financial instruments - Other	—		109		—		—		109
Total	$	104	$	189	$	127	$	(166)	$	254
Derivative liabilities
Derivative financial instruments - power	$	(24)	$	(150)	$	(229)	$	261	$	(142)
Derivative financial instruments - gas	—		(45)		(3)		48		—
Contracts for differences	—		—		(61)		—		(61)
Derivative financial instruments - Other	—		(120)		—		—		(120)
Total	$	(24)	$	(315)	$	(293)	$	309	$	(323)


As of December 31, 2021	Level 1		Level 2		Level 3		Netting		Total
(Millions)
Equity investments with readily determinable fair values	$	45	$	15	$	—	$	—	$	60
Derivative assets
Derivative financial instruments - power	$	31	$	39	$	85	$	(78)	$	77
Derivative financial instruments - gas	4		34		9		(32)		15
Contracts for differences	—		—		2		—		2

Total	$	35	$	73	$	96	$	(110)	$	94
Derivative liabilities
Derivative financial instruments - power	$	(16)	$	(137)	$	(90)	$	176	$	(67)
Derivative financial instruments - gas	(1)		(22)		—		18		(5)
Contracts for differences	—		—		(75)		—		(75)
Derivative financial instruments - Other	—		(77)		—		—		(77)
Total	$	(17)	$	(236)	$	(165)	$	194	$	(224)

The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the three and nine months ended September 30, 2022 and 2021, respectively, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2022		2021		2022		2021
Fair Value Beginning of Period,	$	(151)	$	(20)	$	(69)	$	13
Gains recognized in operating revenues	17		5		69		40
(Losses) recognized in operating revenues	(17)		(14)		(79)		(33)
Total (losses) gains recognized in operating revenues	—		(9)		(10)		7
Gains recognized in OCI	(1)		—		2		1
(Losses) recognized in OCI	(13)		(18)		(105)		(65)
Total (losses) recognized in OCI	(14)		(18)		(103)		(64)
Net change recognized in regulatory assets and liabilities	5		4		14		9
Purchases	(4)		(14)		(5)		(18)
Settlements	(2)		(4)		7		(8)
Transfers out of Level 3 (a)	—		(1)		—		(1)
Fair Value as of September 30,	$	(166)	$	(62)	$	(166)	$	(62)
(Losses) gains for the period included in operating revenues attributable to the change in unrealized gains relating to financial instruments still held at the reporting date	$	—	$	(9)	$	(10)	$	7

(a)Transfers out of Level 3 were the result of increased observability of market data.

Level 3 Fair Value Measurement

The table below illustrates the significant sources of unobservable inputs used in the fair value measurement of our Level 3 derivatives and the variability in prices for those transactions classified as Level 3 derivatives.


As of September 30, 2022
Index	Avg.		Max.		Min.
NYMEX ($/MMBtu)	$	4.17	$	9.86	$	2.27
AECO ($/MMBtu)	$	3.06	$	10.80	$	1.53
Ameren ($/MWh)	$	46.24	$	225.62	$	18.01
COB ($/MWh)	$	57.46	$	345.00	$	9.15
ComEd ($/MWh)	$	42.31	$	222.49	$	14.98
ERCOT N hub ($/MWh)	$	47.08	$	324.49	$	13.66
ERCOT S hub ($/MWh)	$	45.56	$	320.63	$	13.88
Indiana hub ($/MWh)	$	48.82	$	230.14	$	20.74
Mid C ($/MWh)	$	54.19	$	325.00	$	5.15
Minn hub ($/MWh)	$	40.01	$	183.54	$	15.23
NoIL hub ($/MWh)	$	42.00	$	222.18	$	14.64
PJM W hub ($/MWh)	$	48.57	$	227.60	$	17.78

Our Level 3 valuations primarily consist of NYMEX gas and fixed price power swaps with delivery periods extending through 2024 and 2032, respectively. The gas swaps are used to hedge uncontracted wind positions. The power swaps are used to hedge uncontracted wind production in the West and Midwest.

We considered the measurement uncertainty regarding the Level 3 gas and power positions to changes in the valuation inputs. Given the nature of the transactions in Level 3, the only material input to the valuation is the market price of gas or power for transactions with delivery periods exceeding two years. The fixed price power swaps are economic hedges of future power generation, with decreases in power prices resulting in unrealized gains and increases in power prices resulting in unrealized losses. The gas swaps are economic hedges of uncontracted generation, with decreases in gas prices resulting in unrealized gains and increases in gas prices resulting in unrealized losses. As all transactions are economic hedges of the underlying position, any changes in the fair value of these transactions will be offset by changes in the anticipated purchase/sales price of the underlying commodity.

Two elements of the analytical infrastructure employed in valuing transactions are the price curves used in the calculation of market value and the models themselves. We maintain and document authorized trading points and associated forward price curves, and we develop and document models used in valuation of the various products.

Transactions are valued in part on the basis of forward price, correlation and volatility curves. We maintain and document descriptions of these curves and their derivations. Forward price curves used in valuing the transactions are applied to the full duration of the transaction.

The determination of fair value of the CfDs (see Note 7 for further details on CfDs) was based on a probability-based expected cash flow analysis that was discounted at risk-free interest rates, as applicable, and an adjustment for non-performance risk using credit default swap rates. Certain management assumptions were required, including development of pricing that extends over the term of the contracts. We believe this methodology provides the most reasonable estimates of the amount of future discounted cash flows associated with the CfDs. Additionally, on a quarterly basis, we perform analytics to ensure that the fair value of the derivatives is consistent with changes, if any, in the various fair value model inputs. Significant isolated changes in the risk of non-performance, the discount rate or the contract term pricing would result in an inverse change in the fair value of the CfDs. Additional quantitative information about Level 3 fair value measurements of the CfDs is as follows:


						Range at
Unobservable Input						September 30, 2022
Risk of non-performance						1.08% - 1.46%
Discount rate						4.06% - 4.25%
Forward pricing ($ per KW-month)						$2.00 - $3.80

Fair Value of Debt

As of September 30, 2022 and December 31, 2021, debt consisted of first mortgage bonds, unsecured pollution control notes and other various non-current debt securities. The estimated fair value of debt was $7,350 million and $9,155 million as of September 30, 2022 and December 31, 2021, respectively. The estimated fair value was determined, in most cases, by discounting the future cash flows at market interest rates. The interest rates used to make these calculations take into account the credit ratings of the borrowers in each case. All debt is considered Level 2 within the fair value hierarchy.

Note 7. Derivative Instruments and Hedging

Our operating and financing activities are exposed to certain risks, which are managed by using derivative instruments. All derivative instruments are recognized as either assets or liabilities at fair value on our condensed consolidated balance sheets in accordance with the accounting requirements concerning derivative instruments and hedging activities.

(a) Networks activities

The tables below present Networks' derivative positions as of September 30, 2022 and December 31, 2021, respectively, including those subject to master netting agreements and the location of the net derivative positions on our condensed consolidated balance sheets:


As of September 30, 2022	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
(Millions)
Not designated as hedging instruments
Derivative assets	$	97	$	8	$	15	$	6
Derivative liabilities	(15)		(7)		(31)		(54)
	82		1		(16)		(48)
Designated as hedging instruments
Derivative assets	—		—		—		—
Derivative liabilities	—		—		—		—
	—		—		—		—
Total derivatives before offset of cash collateral	82		1		(16)		(48)
Cash collateral receivable	—		—		—		2
Total derivatives as presented in the balance sheet	$	82	$	1	$	(16)	$	(46)


As of December 31, 2021	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
(Millions)
Not designated as hedging instruments
Derivative assets	$	29	$	7	$	12	$	4
Derivative liabilities	(12)		(4)		(27)		(64)
	17		3		(15)		(60)
Designated as hedging instruments
Derivative assets	—		—		—		—
Derivative liabilities	—		—		(1)		—
	—		—		(1)		—
Total derivatives before offset of cash collateral	17		3		(16)		(60)
Cash collateral receivable	—		—		—		—
Total derivatives as presented in the balance sheet	$	17	$	3	$	(16)	$	(60)

The net notional volumes of the outstanding derivative instruments associated with Networks' activities as of September 30, 2022 and December 31, 2021, respectively, consisted of:


	September 30,	December 31,
As of	2022	2021
(Millions)
Wholesale electricity purchase contracts (MWh)	5.9	5.7
Natural gas purchase contracts (Dth)	9.7	9.4
Fleet fuel purchase contracts (Gallons)	—	2.0

Derivatives not designated as hedging instruments

NYSEG and RG&E have an electric commodity charge that passes costs for the market price of electricity through rates. We use electricity contracts, both physical and financial, to manage fluctuations in electricity commodity prices in order to provide price stability to customers. We include the cost or benefit of those contracts in the amount expensed for electricity purchased when the related electricity is sold. We record changes in the fair value of electric hedge contracts to derivative assets and/or liabilities with an offset to regulatory assets and/or regulatory liabilities, in accordance with the accounting requirements concerning regulated operations.

NYSEG and RG&E have purchased gas adjustment clauses that allow us to recover through rates any changes in the market price of purchased natural gas, substantially eliminating our exposure to natural gas price risk. NYSEG and RG&E use natural gas futures and forwards to manage fluctuations in natural gas commodity prices to provide price stability to customers. We include the cost or benefit of natural gas futures and forwards in the commodity cost that is passed on to customers when the related sales commitments are fulfilled. We record changes in the fair value of natural gas hedge contracts to derivative assets and/or liabilities with an offset to regulatory assets and/or regulatory liabilities in accordance with the accounting requirements for regulated operations.

The amounts for electricity hedge contracts and natural gas hedge contracts recognized in regulatory liabilities and assets as of September 30, 2022 and December 31, 2021 and amounts reclassified from regulatory assets and liabilities into income for the three and nine months ended September 30, 2022 and 2021 are as follows:


(Millions)	Loss or Gain Recognized in Regulatory Assets/Liabilities				Location of Loss (Gain) Reclassified from Regulatory Assets/Liabilities into Income	Loss (Gain) Reclassified from Regulatory Assets/Liabilities into Income
As of						Three Months Ended September 30,				Nine Months Ended September 30,
September 30, 2022	Electricity		Natural Gas		2022	Electricity		Natural Gas		Electricity		Natural Gas
Regulatory assets	$	2	$	—	Purchased power, natural gas and fuel used	$	(49)	$	—	$	(113)	$	(9)
Regulatory liabilities	$	(60)	$	(22)

December 31, 2021					2021
Regulatory assets	$	—	$	—	Purchased power, natural gas and fuel used	$	(18)	$	—	$	(8)	$	(1)
Regulatory liabilities	$	(16)	$	(3)

Pursuant to a PURA order, UI and Connecticut’s other electric utility, CL&P, each executed two long-term CfDs with certain incremental capacity resources, each of which specifies a capacity quantity and a monthly settlement that reflects the difference between a forward market price and the contract price. The costs or benefits of each contract will be paid by or allocated to customers and will be subject to a cost-sharing agreement between UI and CL&P pursuant to which approximately 20% of the cost or benefit is borne by or allocated to UI customers and approximately 80% is borne by or allocated to CL&P customers.

PURA has determined that costs associated with these CfDs will be fully recoverable by UI and CL&P through electric rates, and UI has deferred recognition of costs (a regulatory asset) or obligations (a regulatory liability), including carrying costs. For those CfDs signed by CL&P, UI records its approximate 20% portion pursuant to the cost-sharing agreement noted above. As of September 30, 2022, UI has recorded a gross derivative asset of $1 million ($0 of which is related to UI’s portion of the CfD signed by CL&P), a regulatory asset of $59 million, a gross derivative liability of $61 million ($59 million of which is related to UI’s portion of the CfD signed by CL&P) and a regulatory liability of $0. As of December 31, 2021, UI had recorded a gross derivative asset of $2 million ($0 of which is related to UI’s portion of the CfD signed by CL&P), a regulatory asset of $73 million, a gross derivative liability of $75 million ($72 million of which is related to UI’s portion of the CfD signed by CL&P) and a regulatory liability of $0.

The unrealized gains and losses from fair value adjustments to these derivatives, which are recorded in regulatory assets, for the three and nine months ended September 30, 2022 and 2021, respectively, were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions)

Derivative liabilities	$	5	$	4	$	14	$	9

Derivatives designated as hedging instruments

The effect of derivatives in cash flow hedging relationships on Other Comprehensive Income (OCI) and income for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


Three Months Ended September 30,	Gain (Loss) Recognized in OCI on Derivatives (a)		Location of Loss Reclassified from Accumulated OCI into Income	Loss (Gain) Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	$	—	Interest expense	$	1	$	76
Commodity contracts	—		Purchased power, natural gas and fuel used	(1)		535

Total	$	—		$	—
2021
Interest rate contracts	$	—	Interest expense	$	1	$	70

Foreign currency exchange contracts	(1)			—
Total	$	(1)		$	1


Nine Months Ended September 30,	Gain (Loss) Recognized in OCI on Derivatives (a)		Location of Loss Reclassified from Accumulated OCI into Income	Loss (Gain) Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	$	—	Interest expense	$	3	$	226
Commodity contracts	2		Purchased power, natural gas and fuel used	(3)		1,716

Total	$	2		$	—
2021
Interest rate contracts	$	—	Interest expense	$	3	$	218
Commodity contracts	1		Purchased power, natural gas and fuel used	—		1,085
Foreign currency exchange contracts	(4)			—
Total	$	(3)		$	3

(a) Changes in accumulated OCI are reported on a pre-tax basis.

As of September 30, 2022 and December 31, 2021, the net loss in accumulated OCI related to previously settled forward starting swaps and accumulated amortization was $44 million and $47 million, respectively. Networks recorded net derivative losses related to discontinued cash flow hedges of $1 million and $3 million, for all the three and nine months ended September 30, 2022 and 2021, respectively. Networks will amortize approximately $1 million of discontinued cash flow hedges for the remainder of 2022.

(b) Renewables activities

Renewables sells fixed-price gas and power forwards to hedge our merchant wind assets from declining commodity prices for our Renewables business. Renewables also purchases fixed-price gas and basis swaps and sells fixed-price power in the forward market to hedge the spark spread or heat rate of our merchant thermal assets and enters into tolling arrangements to sell the output of its thermal generation facilities.

Renewables has proprietary trading operations that enter into fixed-price power and gas forwards in addition to basis swaps. The intent is to speculate on fixed-price commodity and basis volatility in the U.S. commodity markets.

Renewables will periodically designate derivative contracts as cash flow hedges for both its thermal and wind portfolios. The fair value changes are recorded in OCI. For thermal operations, Renewables will periodically designate both fixed-price NYMEX gas contracts and natural gas basis swaps that hedge the fuel requirements of its Klamath Plant in Klamath, Oregon.

Renewables will also designate fixed-price power swaps at various locations in the U.S. market to hedge future power sales from its Klamath facility and various wind farms.

The net notional volumes of outstanding derivative instruments associated with Renewables' activities as of September 30, 2022 and December 31, 2021, respectively, consisted of:


	September 30,	December 31,
As of	2022	2021
(MWh/Dth in millions)
Wholesale electricity purchase contracts	3	4
Wholesale electricity sales contracts	8	10
Natural gas and other fuel purchase contracts	15	20
Financial power contracts	7	9
Basis swaps – purchases	24	30

The fair values of derivative contracts associated with Renewables' activities as of September 30, 2022 and December 31, 2021, respectively, consisted of:


	September 30,		December 31,
As of	2022		2021
(Millions)
Wholesale electricity purchase contracts	$	106	$	36
Wholesale electricity sales contracts	(191)		(77)
Natural gas and other fuel purchase contracts	—		6
Financial power contracts	5		35


Total	$	(80)	$	—

On May 27, 2021, Renewables entered into a forward interest rate swap, with a total notional amount of $935 million, to hedge the issuance of forecasted variable rate debt. The forward interest rate swap is designated and qualifies as a cash flow hedge. As part of the financial close of Vineyard Wind 1 described in Note 19, this hedge was novated to the lending institutions and the notional value changed to $956 million. As of September 30, 2022 and December 31, 2021, the fair value of the interest rate swap was $109 million and $(58) million, respectively, as a non-current asset and non-current liability. The gain or loss on the interest rate swap is reported as a component of accumulated OCI and will be reclassified into earnings in the period or periods during which the related interest expense on the debt is incurred.

The tables below present Renewables' derivative positions as of September 30, 2022 and December 31, 2021, respectively, including those subject to master netting agreements and the location of the net derivative position on our condensed consolidated balance sheets:


As of September 30, 2022	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
(Millions)
Not designated as hedging instruments
Derivative assets	$	71	$	55	$	66	$	10
Derivative liabilities	(31)		(32)		(89)		(12)
	40		23		(23)		(2)
Designated as hedging instruments
Derivative assets	—		109		1		3
Derivative liabilities	—		(1)		(163)		(99)
	—		108		(162)		(96)
Total derivatives before offset of cash collateral	40		131		(185)		(98)
Cash collateral receivable	—		—		95		46
Total derivatives as presented in the balance sheet	$	40	$	131	$	(90)	$	(52)


As of December 31, 2021	Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
(Millions)
Not designated as hedging instruments
Derivative assets	$	29	$	70	$	52	$	9
Derivative liabilities	(11)		(14)		(65)		(11)
	18		56		(13)		(2)
Designated as hedging instruments
Derivative assets	—		—		5		6
Derivative liabilities	—		—		(67)		(142)
	—		—		(62)		(136)
Total derivatives before offset of cash collateral	18		56		(75)		(138)
Cash collateral receivable	—		—		27		57
Total derivatives as presented in the balance sheet	$	18	$	56	$	(48)	$	(81)

Derivatives not designated as hedging instruments

The effects of trading and non-trading derivatives associated with Renewables' activities for the three and nine months ended September 30, 2022, consisted of:


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Trading		Non-trading		Total amount per income statement		Trading		Non-trading		Total amount per income statement
(Millions)
Operating Revenues
Wholesale electricity purchase contracts	$	1	$	3			$	2	$	3
Wholesale electricity sales contracts	(4)		(21)				2		(31)
Financial power contracts	(3)		1				(5)		(40)
Financial and natural gas contracts	(1)		(4)				(1)		(25)
Total (loss) gain included in operating revenues	$	(7)	$	(21)	$	1,838	$	(2)	$	(93)	$	5,765

Purchased power, natural gas and fuel used
Wholesale electricity purchase contracts	$	—	$	12			$	—	$	65

Financial power contracts	—		1				—		—
Financial and natural gas contracts	—		(8)				—		13
Total gain included in purchased power, natural gas and fuel used	$	—	$	5	$	535	$	—	$	78	$	1,716

Total Loss	$	(7)	$	(16)			$	(2)	$	(15)

The effects of trading and non-trading derivatives associated with Renewables' activities for the three and nine months ended September 30, 2021, consisted of:


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	Trading		Non-trading		Total amount per income statement		Trading		Non-trading		Total amount per income statement
(Millions)
Operating Revenues
Wholesale electricity purchase contracts	$	(6)	$	3			$	8	$	2
Wholesale electricity sales contracts	(8)		(16)				(8)		(53)
Financial power contracts	14		(6)				5		(62)
Financial and natural gas contracts	(2)		(22)				(2)		(39)
Total (loss) gain included in operating revenues	$	(2)	$	(41)	$	1,598	$	3	$	(152)	$	5,041

Purchased power, natural gas and fuel used
Wholesale electricity purchase contracts	$	—	$	18			$	—	$	55

Financial power contracts	—		(5)				—		1
Financial and natural gas contracts	—		21				—		44
Total gain included in purchased power, natural gas and fuel used	$	—	$	34	$	319	$	—	$	100	$	1,085

Total (Loss) Gain	$	(2)	$	(7)			$	3	$	(52)

Derivatives designated as hedging instruments

The effect of derivatives in cash flow hedging relationships on accumulated OCI and income for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


Three Months Ended June 30,	(Loss) Gain Recognized in OCI on Derivatives (a)		Location of (Gain) Reclassified from Accumulated OCI into Income	Loss Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	40		Interest Expense	—		$	76
Commodity contracts	(33)		Operating revenues	22		$	1,838
Total	$	7		$	22
2021
Interest rate contracts	(18)		Interest Expense	—		$	70
Commodity contracts	(78)		Operating revenues	1		$	1,598
Total	$	(96)		$	1


Nine Months Ended September 30,	(Loss) Gain Recognized in OCI on Derivatives (a)		Location of (Gain) Reclassified from Accumulated OCI into Income	Loss (Gain) Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	167		Interest Expense	—		$	226
Commodity contracts	(163)		Operating revenues	41		$	5,765
Total	$	4		$	41
2021
Interest rate contracts	(50)		Interest expense	—		$	218
Commodity contracts	(170)		Operating revenues	(5)		$	5,041
Total	$	(220)		$	(5)

(a) Changes in OCI are reported on a pre-tax basis.

Amounts are reclassified from accumulated OCI into income in the period during which the transaction being hedged affects earnings or when it becomes probable that a forecasted transaction being hedged would not occur. Notwithstanding future changes in prices, approximately $162 million of losses included in accumulated OCI at September 30, 2022, are expected to be reclassified into earnings within the next twelve months. For all of the three and nine months ended September 30, 2022 and 2021, we did not record any net derivative losses related to discontinued cash flow hedges.

AVANGRID uses financial derivative instruments from time to time to alter its fixed and floating rate debt balances or to hedge fixed rates in anticipation of future fixed rate issuances.

As of September 30, 2022 and December 31, 2021, the net loss in accumulated OCI related to previously settled interest rate contracts was $41 million and $48 million, respectively. For both the three and nine months ended September 30, 2022 and 2021, we amortized into income $2 million and $7 million, respectively, of the loss related to settled interest rate contracts. We will amortize approximately $2 million of the net loss on the interest rate contracts for the remainder of 2022.

The effect of derivatives in cash flow hedging relationships on accumulated OCI for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


Three Months Ended September 30,	Loss Recognized in OCI on Derivatives (a)		Location of Loss Reclassified from Accumulated OCI into Income	Loss Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	$	—	Interest expense	$	2	$	76

2021
Interest rate contracts	$	—	Interest expense	$	2	$	70


Nine Months Ended September 30,	Loss Recognized in OCI on Derivatives (a)		Location of Loss Reclassified from Accumulated OCI into Income	Loss Reclassified from Accumulated OCI into Income		Total amount per Income Statement
(Millions)
2022
Interest rate contracts	$	—	Interest expense	$	7	$	226

2021
Interest rate contracts	$	—	Interest expense	$	7	$	218

(a) Changes in OCI are reported on a pre-tax basis. The amounts in accumulated OCI are being reclassified into earnings over the underlying debt maturity periods which end in 2025 and 2029.

On July 15, 2021, Corporate entered into an interest rate swap to hedge the fair value of $750 million of existing debt included in "Non-current debt" on our consolidated balance sheets. The interest rate swap is designated and qualifies as a fair value hedge. The change in the fair value of the interest rate swap and the offsetting change in the fair value of the underlying debt are reported as components of "Interest expense."

The effects on our consolidated financial statements as of and for the three and nine months ended September 30, 2022 and 2021, respectively, are as follows:


	Fair value of hedge		Location of Loss Recognized in Income Statement	Loss Recognized in Income Statement				Total per Income Statement
(Millions)	As of September 30, 2022			Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Current Liabilities	$	(21)	Interest Expense	$	3	$	1	$	76	$	226
Non-current liabilities	$	(94)

	Cumulative effect on hedged debt
Current debt	$	21
Non-current debt	$	94


	Fair value of hedge		Location of (Gain) Recognized in Income Statement	(Gain) Recognized in Income Statement				Total per Income Statement
(Millions)	As of December 31, 2021			Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Current Liabilities	$	—	Interest Expense	$	(1)	$	(1)	$	70	$	218
Non-current liabilities	$	(19)

	Cumulative effect on hedged debt
Current debt	$	—
Non-current debt	$	19

(d) Counterparty credit risk management

NYSEG and RG&E face risks related to counterparty performance on hedging contracts due to counterparty credit default. We have developed a matrix of unsecured credit thresholds that are applicable based on the respective counterparty’s or the counterparty guarantor’s credit rating, as provided by Moody’s or Standard & Poor’s. When our exposure to risk for a counterparty exceeds the unsecured credit threshold, the counterparty is required to post additional collateral or we will no longer transact with the counterparty until the exposure drops below the unsecured credit threshold.

The wholesale power supply agreements of UI contain default provisions that include required performance assurance, including certain collateral obligations, in the event that UI’s credit ratings on senior debt were to fall below investment grade. If such an event had occurred as of September 30, 2022, UI would have had to post an aggregate of approximately $28 million in collateral.

We have various master netting arrangements in the form of multiple contracts with various single counterparties that are subject to contractual agreements that provide for the net settlement of all contracts through a single payment. Those arrangements reduce our exposure to a counterparty in the event of a default on or termination of any single contract. For financial statement presentation purposes, we offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim or the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. As of September 30, 2022 and December 31, 2021, the amount of cash collateral under master netting arrangements that have not been offset against net derivative positions was $68 million and $67 million, respectively. Derivative instruments settlements and collateral payments are included throughout the “Changes in operating assets and liabilities” section of operating activities in our condensed consolidated statements of cash flows.

Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from each of the major credit rating agencies. If our debt were to fall below investment grade, we would be in violation of those provisions and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The aggregate fair value of all

derivative instruments with credit risk related contingent features that are in a liability position as of September 30, 2022 was $2 million, for which we have posted collateral.

Note 8. Contingencies and Commitments

We are party to various legal disputes arising as part of our normal business activities. We assess our exposure to these matters and record estimated loss contingencies when a loss is probable and can be reasonably estimated. We do not provide for accrual of legal costs expected to be incurred in connection with a loss contingency.

Transmission - ROE Complaint – CMP and UI

On September 30, 2011, the Massachusetts Attorney General, DPU, PURA, New Hampshire Public Utilities Commission, Rhode Island Division of Public Utilities and Carriers, Vermont Department of Public Service, numerous New England consumer advocate agencies and transmission tariff customers collectively filed a joint complaint with the FERC pursuant to sections 206 and 306 of the Federal Power Act: against several New England Transmission Owners (NETOs) claiming that the approved base ROE of 11.14% used by NETOs in calculating formula rates for transmission service under the ISO-New England Open Access Transmission Tariff (OATT) was not just and reasonable and seeking a reduction of the base ROE with refunds to customers for the 15-month refund periods beginning October 1, 2011 (Complaint I), December 27, 2012 (Complaint II), July 31, 2014 (Complaint III) and April 29, 2016 (Complaint IV).

On October 16, 2014, the FERC issued its decision in Complaint I, setting the base ROE at 10.57% and a maximum total ROE of 11.74% (base plus incentive ROEs) for the October 2011 – December 2012 period as well as prospectively from October 16, 2014. On March 3, 2015, the FERC upheld its decision and further clarified that the 11.74% ROE cap will be applied on a project specific basis and not on a transmission owner’s total average transmission return. The complaints were consolidated and the administrative law judge issued an initial decision on March 22, 2016. The initial decision determined that, (1) for the fifteen month refund period in Complaint II, the base ROE should be 9.59% and that the ROE Cap (base ROE plus incentive ROEs) should be 10.42% and (2) for the fifteen month refund period in Complaint III and prospectively, the base ROE should be 10.90% and that the ROE Cap should be 12.19%. The initial decision in Complaints II and III is the administrative law judge’s recommendation to the FERC Commissioners.

CMP and UI reserved for refunds for Complaints I, II and III consistent with the FERC’s March 3, 2015 decision in Complaint I. Refunds were provided to customers for Complaint I. The CMP and UI total reserve associated with Complaints II and III is $27 million and $8 million, respectively, as of September 30, 2022, which has not changed since December 31, 2021, except for the accrual of carrying costs. If adopted as final by the FERC, the impact of the initial decision by the FERC administrative law judge would be an additional aggregate reserve for Complaints II and III of $17 million, which is based upon currently available information for these proceedings.

Following various intermediate hearings, orders and appellate decisions, on October 16, 2018, the FERC issued an order directing briefs and proposing a new methodology to calculate the NETOs ROE that is contained in NETOs’ transmission formula rate on file at the FERC (the October 2018 Order). Pursuant to the October 2018 Order, the NETOs filed initial briefs on the proposed methodology in all four Complaints on January 11, 2019 and replied to the initial briefs on March 8, 2019.

On November 21, 2019, the FERC issued rulings on two complaints challenging the base return on equity for Midcontinent Independent System Operator, or MISO transmission owners. These rulings established a new zone of reasonableness based on equal weighting of the discounted-cash-flow (DCF) and capital-asset pricing model (CAPM) for establishing the base return on equity. This resulted in a base return on equity of 9.88% as the midpoint of the zone of reasonableness. Various parties requested rehearing on this decision, which was granted. On May 21, 2020, FERC issued a ruling, which, among other things, adjusted the methodology to determine the MISO transmission owners’ ROE, resulting in an increase in ROE from 9.88% to 10.02% by utilizing the risk premium model (RPM) in addition to the DCF model and CAPM under both prongs of Section 206 of the FPA, and calculated the zone of reasonableness into equal thirds rather than employing the quartile approach. Parties to these orders affecting the MISO transmission owners base ROE petitioned for their review at the D.C. Circuit Court of Appeals in January 2021. The NETO’s submitted an amici curia brief in support of the MISO transmission owners’ on March 17, 2021. On August 9, 2022, the D.C. Circuit Court vacated FERC’s orders and remanded the matter back to FERC. The D.C. Circuit Court held that FERC failed to offer a reasoned explanation for its decision to reintroduce the RPM after initially, and forcefully, rejecting it and that because FERC adopted that significant portion of its model in an arbitrary and capricious fashion, the new ROE produced by that model cannot stand. We cannot predict the potential impact the MISO transmission owners' ROE proceeding may have in establishing a precedent for the NETO’s pending four Complaints.

On April 15, 2021, the FERC issued a supplemental Notice of Proposed Rulemaking (Supplemental NOPR) that proposes to eliminate the 50 basis-point ROE incentive for utilities who join Regional Transmission Organizations after three years of membership. The NETOs submitted initial comments in opposition to the Supplemental NOPR on June 25, 2021 and reply

comments on July 26, 2021. If the elimination of the 50 basis-point ROE incentive adder becomes final, we estimate we would have an approximately $3 million reduction in earnings per year. We cannot predict the outcome of this proceeding.

California Energy Crisis Litigation

Two California agencies brought a complaint in 2001 against a long-term power purchase agreement entered into by Renewables, as seller, to the California Department of Water Resources, as purchaser, alleging that the terms and conditions of the power purchase agreement were unjust and unreasonable. The FERC dismissed Renewables from the proceedings; however, the Ninth Circuit Court of Appeals reversed the FERC's dismissal of Renewables from the proceeding.

Joining with two other parties, Renewables filed a petition for certiorari in the United States Supreme Court on May 3, 2007. In an order entered on June 27, 2008, the Supreme Court granted Renewables’ petition for certiorari, vacated the appellate court's judgment, and remanded the case to the appellate court for further consideration in light of the Supreme Court’s decision in a similar case. In light of the Supreme Court's order, on December 4, 2008, the Ninth Circuit Court of Appeals vacated its prior opinion and remanded the complaint proceedings to the FERC for further proceedings consistent with the Supreme Court's rulings. In 2014, the FERC assigned an administrative law judge to conduct evidentiary hearings. Following discovery, the FERC trial staff recommended that the complaint against Renewables be dismissed.

A hearing was held before a FERC administrative law judge in November and early December 2015. A preliminary proposed ruling by the administrative law judge was issued on April 12, 2016. The proposed ruling found no evidence that Renewables had engaged in any unlawful market conduct that would justify finding the Renewables power purchase agreements unjust and unreasonable. However, the proposed ruling did conclude that the price of the power purchase agreements imposed an excessive burden on customers in the amount of $259 million. Renewables position, as presented at hearings and agreed by the FERC trial staff, is that Renewables entered into bilateral power purchase contracts appropriately and complied with all applicable legal standards and requirements. The parties have submitted briefs on exceptions to the administrative law judge’s proposed ruling to the FERC. In April 2018, Renewables requested, based on the nearly two years of delay from the preliminary proposed ruling and the Supreme Court precedent, that the FERC issue a final decision expeditiously. On June 17, 2021, the FERC issued an Order Establishing Limited Remand remanding the case to the administrative law judge for additional detailed findings and legal analysis with respect to the impact of the conduct of one of the parties other than Renewables on their long-term contracts. The order did not address any of the other findings, including all of the findings with respect to Renewables, which remain pending. On July 9, 2021, Renewables filed a motion requesting that the FERC expeditiously issue a final decision with respect to the Renewables long-term contract rather than waiting for the administrative law judge’s ruling. On June 23, 2022, the administrative law judge issued additional findings and analysis to FERC with respect to the other party in the matter. These did not address any of the Renewables’ claims. The entire case has now been fully remanded to FERC. We cannot predict the outcome of this proceeding.

Guarantee Commitments to Third Parties

As of September 30, 2022, we had approximately $614 million of standby letters of credit, surety bonds, guarantees and indemnifications outstanding. We also provided a guaranty related to Renewables' commitment to contribute equity to Vineyard Wind as described in Note 19, which is in addition to the amounts above. These instruments provide financial assurance to the business and trading partners of AVANGRID, its subsidiaries and equity method investees in their normal course of business. The instruments only represent liabilities if AVANGRID or its subsidiaries fail to deliver on contractual obligations. We therefore believe it is unlikely that any material liabilities associated with these instruments will be incurred and, accordingly, as of September 30, 2022, neither we nor our subsidiaries have any liabilities recorded for these instruments.

NECEC Commitments

On January 4, 2021, CMP transferred the New England Clean Energy Connect, or NECEC, project to NECEC Transmission LLC, a wholly-owned subsidiary of Networks. Among other things, NECEC Transmission LLC and/or CMP committed to approximately $90 million of future payments to support various programs in the state of Maine, of which approximately $9 million was paid through the end of 2021. In December 2021 the remaining future payments were suspended following the halt in construction of the NECEC project.

Note 9. Environmental Liabilities

Environmental laws, regulations and compliance programs may occasionally require changes in our operations and facilities and may increase the cost of electric and natural gas service. We do not provide for accruals of legal costs expected to be incurred in connection with loss contingencies.

Waste sites

The Environmental Protection Agency and various state environmental agencies, as appropriate, have notified us that we are among the potentially responsible parties that may be liable for costs incurred to remediate certain hazardous substances at twenty-six waste sites, which do not include sites where gas was manufactured in the past. Sixteen of the twenty-six sites are included in the New York State Registry of Inactive Hazardous Waste Disposal Sites; five sites are included in Maine’s Uncontrolled Sites Program; one site is included in the Brownfield Cleanup Program and one site is included on the Massachusetts Non-Priority Confirmed Disposal Site list. The remaining sites are not included in any registry list. Finally, six of the twenty-six sites are also included on the National Priorities list. Any liability may be joint and several for certain sites.

We have recorded an estimated liability of $7 million related to ten of the twenty-six sites. We have paid remediation costs related to the remaining sixteen sites and do not expect to incur additional liabilities. Additionally, we have recorded an estimated liability of $10 million related to another twelve sites where we believe it is probable that we will incur remediation and/or monitoring costs, although we have not been notified that we are among the potentially responsible parties or that we are regulated under State Resource Conservation and Recovery Act programs. It is possible the ultimate cost to remediate these sites may be significantly more than the accrued amount. As of September 30, 2022, our estimate for costs to remediate these sites ranges from $15 million to $23 million. Factors affecting the estimated remediation amount include the remedial action plan selected, the extent of site contamination, and the allocation of the clean-up costs.

Manufactured Gas Plants

We have a program to investigate and perform necessary remediation at our fifty-three sites where gas was manufactured in the past (Manufactured Gas Plants, or MGPs). Six sites are included in the New York State Registry; three sites are included in the New York State Department of Environmental Conservation Multi-Site Order on Consent; and three sites are part of Maine’s Voluntary Response Action Program with two such sites part of Maine’s Uncontrolled Sites Program. The remaining sites are not included in any registry list. We have entered into consent orders with various environmental agencies to investigate and, where necessary, remediate forty-one of the fifty-three sites.

As of September 30, 2022, our estimate for all costs related to investigation and remediation of the fifty-three sites ranges from $167 million to $267 million. Our estimate could change materially based on facts and circumstances derived from site investigations, changes in required remedial actions, changes in technology relating to remedial alternatives and changes to current laws and regulations.

Certain of our Connecticut and Massachusetts regulated gas companies own or have previously owned properties where MGPs had historically operated. MGP operations have led to contamination of soil and groundwater with petroleum hydrocarbons, benzene and metals, among other things, at these properties, the regulation and cleanup of which is regulated by the federal Resource Conservation and Recovery Act as well as other federal and state statutes and regulations. Each of the companies has or had an ownership interest in one or more such properties contaminated as a result of MGP-related activities. Under the existing regulations, the cleanup of such sites requires state and at times, federal, regulators’ involvement and approval before cleanup can commence. In certain cases, such contamination has been evaluated, characterized and remediated. In other cases, the sites have been evaluated and characterized, but not yet remediated. Finally, at some of these sites, the scope of the contamination has not yet been fully characterized; as of September 30, 2022, no liability was recorded related to these sites and no amount of loss, if any, can be reasonably estimated at this time. In the past, the companies have received approval for the recovery of MGP-related remediation expenses from customers through rates and will seek recovery in rates for ongoing MGP-related remediation expenses for all of their MGP sites.

As of September 30, 2022 and December 31, 2021, the liability associated with our MGP sites in Connecticut was $114 million and $113 million, respectively, the remediation costs of which could be significant and will be subject to a review by PURA as to whether these costs are recoverable in rates.

As of September 30, 2022 and December 31, 2021, our total recorded liability to investigate and perform remediation at all known inactive MGP sites discussed above and other sites was $297 million and $303 million, respectively. We recorded a corresponding regulatory asset, net of insurance recoveries and the amount collected from FirstEnergy, as described below, because we expect to recover the net costs in rates. Our environmental liability accruals are recorded on an undiscounted basis and are expected to be paid through the year 2055.

FirstEnergy

NYSEG and RG&E each sued FirstEnergy under the Comprehensive Environmental Response, Compensation, and Liability Act to recover environmental cleanup costs at certain former MGP sites, which are included in the discussion above. In 2011, the District Court issued a decision and order in NYSEG’s favor, which was upheld on appeal, requiring FirstEnergy to pay NYSEG for past and future clean-up costs at the sixteen sites in dispute. In 2008, the District Court issued a decision and order

in RG&E's favor requiring FirstEnergy to pay RG&E for past and future clean-up costs at the two MGP sites in dispute. FirstEnergy remains liable for a substantial share of clean up expenses at the MGP sites. Based on projections as of September 30, 2022, FirstEnergy’s share of clean-up costs owed to NYSEG & RG&E is estimated at approximately $11 million and $7 million, respectively. These amounts are being treated as contingent assets and have not been recorded as either a receivable or a decrease to the environmental provision. Any recovery will be flowed through to NYSEG and RG&E customers, as applicable.

English Station

In January 2012, Evergreen Power, LLC (Evergreen Power) and Asnat Realty LLC (Asnat), then owners of a former generation site on the Mill River in New Haven (English Station) that UI sold to Quinnipiac Energy in 2000, filed a lawsuit in federal district court in Connecticut related to environmental remediation at the English Station site. This proceeding was stayed in 2014 pending resolutions of other proceedings before the Connecticut Department of Energy and Environmental Protection (DEEP) concerning the English Station site. In December 2016, the court administratively closed the file without prejudice to reopen upon the filing of a motion to reopen by any party. This claim was dismissed with prejudice in April 2022 in connection with the settlement agreement between the parties on the below-referenced state claim.

In December 2013, Evergreen Power and Asnat filed a subsequent lawsuit related to the English Station site. On April 16, 2018, the plaintiffs filed a revised complaint alleging fraud and unjust enrichment against UIL and UI and adding former UIL officers as named defendants alleging fraud. On February 21, 2019, the court granted our Motion to Strike with respect to all counts except for the count against UI for unjust enrichment. The counts stricken include all counts against the individual defendants as well as against UIL. The plaintiffs appealed the court's decision to strike, which decision the Appeals Court affirmed on May 4, 2021. The plaintiffs filed a petition to appeal to the Connecticut Supreme Court, which was denied, leaving only the claim against UI for unjust enrichment. In April 2022, UI entered into a settlement agreement with Evergreen Power and Asnat settling the remaining claim and the lawsuit was withdrawn.

On April 8, 2013, DEEP issued an administrative order addressed to UI, Evergreen Power, Asnat and others, ordering the parties to take certain actions related to investigating and remediating the English Station site. This proceeding was stayed while DEEP and UI continue to work through the remediation process pursuant to the consent order described below. Status reports are periodically filed with DEEP.

On August 4, 2016, DEEP issued a partial consent order (the consent order), that, subject to its terms and conditions, requires UI to investigate and remediate certain environmental conditions within the perimeter of the English Station site. Under the consent order, to the extent that the cost of this investigation and remediation is less than $30 million, UI will remit to the State of Connecticut the difference between such cost and $30 million to be used for a public purpose as determined in the discretion of the Governor of the State of Connecticut, the Attorney General of the State of Connecticut and the Commissioner of DEEP. UI is obligated to comply with the terms of the consent order even if the cost of such compliance exceeds $30 million. Under the terms of the consent order, the state will discuss options with UI on recovering or funding any cost above $30 million such as through public funding or recovery from third parties; however, it is not bound to agree to or support any means of recovery or funding. UI has continued its process to investigate and remediate the environmental conditions within the perimeter of the English Station site pursuant to the consent order.

As of September 30, 2022 and December 31, 2021, the amount reserved related to English Station was $21 million and $22 million, respectively. Since inception, we have recorded $35 million to the reserve which has been offset with cash payments over time. We cannot predict the outcome of this matter.

Note 10. Post-retirement and Similar Obligations

We made $21 million of pension contributions for both the three and nine months ended September 30, 2022. We expect to make additional contributions of $2 million for the remainder of 2022.

The components of net periodic benefit cost for pension benefits for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions)
Service cost	$	6	$	10	$	21	$	30
Interest cost	10		22		27		66
Expected return on plan assets	(20)		(50)		(71)		(151)
Amortization of:
Prior service costs	—		—		1		1
Actuarial loss	11		29		40		88
Curtailment Charge	(1)		—		(24)		—
Net Periodic Benefit Cost	$	6	$	11	$	(6)	$	34

The components of net periodic benefit cost for postretirement benefits for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions)
Service cost	$	1	$	1	$	2	$	2
Interest cost	3		2		8		7
Expected return on plan assets	(1)		(2)		(4)		(5)
Amortization of:
Prior service costs	(1)		(1)		(1)		(4)
Actuarial loss	(1)		—		(3)		1
Net Periodic Benefit Cost	$	1	$	—	$	2	$	1

In March 2022 the AVANGRID board approved plan amendments to freeze pension benefit accruals and contribution credits for Networks non-union employees effective June 30, 2022. The balance sheet impact from these amendments was a reduction in pension liabilities and regulatory assets of approximately $200 million at March 31, 2022. The plan changes resulted in a curtailment charge credit of $24 million. Our expected rate of return on assets (EROA) was updated for certain plans based on our de-risking glide-path model. This approach reduces investment risk as the plan’s funded status improves, resulting in our weighted average EROA for 2022 declining from 6.3% used in the first quarter calculation of pension costs to 5.9%, which will be used for the remainder of the year.

Note 11. Equity

As of both September 30, 2022 and December 31, 2021, we had 112,543 shares of common stock held in trust and no convertible preferred shares outstanding. During both the three and nine months ended September 30, 2022, we released 0 shares of common stock held in trust. During the three and nine months ended September 30, 2021, we released 0 and 292,594 shares of common stock held in trust, respectively.

We maintain a repurchase agreement with J.P. Morgan Securities, LLC. (JPM), pursuant to which JPM will, from time to time, acquire, on behalf of AVANGRID, shares of common stock of AVANGRID. The purpose of the stock repurchase program is to allow AVANGRID to maintain Iberdrola's relative ownership percentage of approximately 81.5%. The stock repurchase program may be suspended or discontinued at any time upon notice. As of September 30, 2022, a total of 997,983 shares have been repurchased in the open market, all of which are included as AVANGRID treasury shares. The total cost of all repurchases, including commissions, was $47 million as of September 30, 2022.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


	As of June 30,		Three Months Ended September 30,		As of September 30,		As of June 30,		Three Months Ended September 30,		As of September 30,
	2022		2022		2022		2021		2021		2021
(Millions)
Change in revaluation of defined benefit plans	$	(10)	$	—	$	(10)	$	(12)	$	—	$	(12)
(Loss) gain on nonqualified pension plans	(19)		—		(19)		(20)		—		(20)
Unrealized (loss) gain from equity method investment, net of income tax (benefit) expense of $(5) for 2022 and $1 for 2021 (a)	2		(13)		(11)		(3)		(6)		(9)
Unrealized (loss) gain during period on derivatives qualifying as cash flow hedges, net of income tax expense (benefit) of $1 for 2022 and $(23) for 2021	(194)		3		(191)		(135)		(73)		(208)
Reclassification to net income of losses on cash flow hedges, net of income tax expense (benefit) expense of $7 for 2022 and $(2) for 2021 (b)	(15)		19		4		(39)		5		(34)
(Loss) Gain on derivatives qualifying as cash flow hedges	(209)		22		(187)		(174)		(68)		(242)
Accumulated Other Comprehensive Loss	$	(236)	$	9	$	(227)	$	(209)	$	(74)	$	(283)


	As of December 31,		Nine Months Ended September 30,		As of September 30,		As of December 31,		Nine Months Ended September 30,		As of September 30,
	2021		2022		2022		2020		2021		2021
(Millions)
Change in revaluation of defined benefit plans	$	(10)	$	—	$	(10)	$	(12)	$	—	$	(12)
(Loss) gain on nonqualified pension plans, net of income tax expense of $3 for 2022	(28)		9		(19)		(20)		—		(20)
Unrealized loss from equity method investment, net of income tax benefit of $(1) for 2022 and $(3) for 2021 (a)	$	(9)	$	(2)	$	(11)	$	—	$	(9)	$	(9)
Unrealized loss during period on derivatives qualifying as cash flow hedges, net of income tax expense (benefit) of $1 for 2022 and $(49) for 2021	(194)		3		(191)		(35)		(173)		(208)
Reclassification to net income of losses on cash flow hedges, net of income tax expense (benefit) of $13 for 2022 and $(6) for 2021 (b)	(32)		36		4		(44)		10		(34)
(Loss) Gain on derivatives qualifying as cash flow hedges	(226)		39		(187)		(79)		(163)		(242)
Accumulated Other Comprehensive Loss	$	(273)	$	46	$	(227)	$	(111)	$	(172)	$	(283)

(a) Foreign currency and interest rate contracts.

(b) Reclassification is reflected in the operating expenses and interest expense, net of capitalization and line items in our condensed consolidated statements of income.

Note 12. Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to AVANGRID by the weighted-average number of shares of our common stock outstanding. During the three and nine months ended September 30, 2022 and 2021, while we did have securities that were dilutive, these securities did not result in a change in our earnings per share calculations for both three and nine months ended September 30, 2022 and 2021.

The calculations of basic and diluted earnings per share attributable to AVANGRID, for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions, except for number of shares and per share data)
Numerator:
Net income attributable to AVANGRID	$	105	$	111	$	734	$	543
Denominator:
Weighted average number of shares outstanding - basic	386,736,774		387,321,484		386,724,035		348,264,388
Weighted average number of shares outstanding - diluted	387,280,621		387,676,085		387,200,882		348,714,535
Earnings per share attributable to AVANGRID
Earnings Per Common Share, Basic	$	0.27	$	0.29	$	1.90	$	1.56
Earnings Per Common Share, Diluted	$	0.27	$	0.29	$	1.90	$	1.56

Note 13. Segment Information

Our segment reporting structure uses our management reporting structure as its foundation to reflect how AVANGRID manages the business internally and is organized by type of business. We report our financial performance based on the following two reportable segments:

•Networks: includes all of the energy transmission and distribution activities, any other regulated activity originating in New York and Maine and regulated electric distribution, electric transmission and gas distribution activities originating in Connecticut and Massachusetts. The Networks reportable segment includes nine rate regulated operating segments. These operating segments generally offer the same services distributed in similar fashions, have the same types of customers, have similar long-term economic characteristics and are subject to similar regulatory requirements, allowing these operations to be aggregated into one reportable segment.

•Renewables: activities relating to renewable energy, mainly wind energy generation and trading related with such activities.

The chief operating decision maker evaluates segment performance based on segment adjusted net income defined as net income adjusted to exclude mark-to-market earnings from changes in the fair value of derivative instruments, costs incurred in connection with the COVID-19 pandemic and costs incurred related to the PNMR Merger.

Products and services are sold between reportable segments and affiliate companies at cost. Segment income, expense and assets presented in the accompanying tables include all intercompany transactions that are eliminated in our condensed consolidated financial statements. Refer to Note 4 - Revenue for more detailed information on revenue by segment.

Segment information as of and for the three and nine months ended September 30, 2022, consisted of:


Three Months Ended September 30, 2022	Networks		Renewables		Other (a)		AVANGRID Consolidated
(Millions)
Revenue - external	$	1,546	$	293	$	(1)	$	1,838
Revenue - intersegment	—		—		—		—
Depreciation and amortization	166		113		—		279
Operating income (loss)	141		(27)		(2)		112
Earnings (losses) from equity method investments	3		(1)		—		2
Interest expense, net of capitalization	60		2		14		76
Income tax expense (benefit)	13		(56)		(7)		(50)
Adjusted net income	$	89	$	45	$	(13)	$	122


Nine Months Ended September 30, 2022	Networks		Renewables		Other (a)		AVANGRID Consolidated
(Millions)
Revenue - external	$	4,944	$	821	$	—	$	5,765
Revenue - intersegment	1		—		(1)		—
Depreciation and amortization	491		319		1		811
Operating income (loss)	660		(17)		(8)		635
Earnings from equity method investments	8		253		—		261
Interest expense, net of capitalization	171		8		47		226
Income tax expense (benefit)	65		(35)		(16)		14
Adjusted net income	471		322		(44)		749
Capital expenditures	1,315		617		8		1,940
As of September 30, 2022
Property, plant and equipment	19,479		10,912		15		30,406
Equity method investments	163		253		—		416
Total assets	$	27,150	$	13,278	$	(521)	$	39,907

(a) Includes Corporate and intersegment eliminations.

Segment information for the three and nine months ended September 30, 2021 and as of December 31, 2021, consisted of:


Three Months Ended September 30, 2021	Networks		Renewables		Other (a)		AVANGRID Consolidated
(Millions)
Revenue - external	$	1,357	$	243	$	(2)	$	1,598
Revenue - intersegment	—		—		—		—
Depreciation and amortization	156		103		—		259
Operating income (loss)	158		(18)		(2)		138
Earnings (losses) from equity method investments	3		(4)		—		(1)
Interest expense, net of capitalization	51		—		19		70
Income tax expense (benefit)	8		(26)		(6)		(24)
Adjusted net income	$	130	$	18	$	(15)	$	133


Nine Months Ended September 30, 2021	Networks		Renewables		Other (a)		AVANGRID Consolidated
(Millions)
Revenue - external	$	4,148	$	894	$	(1)	$	5,041
Revenue - intersegment	1		—		(1)		—
Depreciation and amortization	461		294		1		756
Operating income (loss)	618		58		(1)		675
Earnings (losses) from equity method investments	10		(6)		—		4
Interest expense, net of capitalization	157		—		61		218
Income tax expense (benefit)	74		(56)		(18)		—
Adjusted net income	467		182		(39)		609
Capital expenditures	1,512		385		—		1,897
As of December 31, 2021
Property, plant and equipment	18,737		10,118		11		28,866
Equity method investments	148		412		—		560
Total assets	$	26,126	$	12,578	$	800	$	39,504

(a) Includes Corporate and intersegment eliminations.

Reconciliation of Adjusted Net Income to Net Income attributable to AVANGRID for the three and nine months ended September 30, 2022 and 2021, respectively, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Millions)
Adjusted Net Income Attributable to Avangrid, Inc.	$	122	$	133	$	749	$	609
Adjustments:
Mark-to-market earnings - Renewables (1)	(22)		(9)		(17)		(50)

Impact of COVID-19 (2)	—		(19)		(2)		(33)
Merger costs (3)	(1)		(3)		(3)		(6)
Income tax impact of adjustments	6		8		6		24
Net Income Attributable to Avangrid, Inc.	$	105	$	111	$	734	$	543

(1)Mark-to-market earnings relates to earnings impacts from changes in the fair value of Renewables' derivative instruments associated with electricity and natural gas.

(2)Represents costs incurred in connection with the COVID-19 pandemic, mainly related to bad debt provisions.

(3)Pre-merger costs incurred.

Note 14. Related Party Transactions

We engage in related party transactions that are generally billed at cost and in accordance with applicable state and federal commission regulations.

Related party transactions for the three and nine months ended September 30, 2022 and 2021, respectively, consisted of:


Three Months Ended September 30,	2022				2021
(Millions)	Sales To		Purchases From		Sales To		Purchases From
Iberdrola, S.A.	$	—	$	(12)	$	—	$	(14)
Iberdrola Renovables Energía, S.L.	$	—	$	(2)	$	—	$	(3)
Iberdrola Financiación, S.A.	$	—	$	(3)	$	—	$	(4)
Vineyard Wind	$	2	$	—	$	4	$	—
Iberdrola Solutions	$	—	$	—	$	(1)	$	—
Other	$	—	$	(1)	$	—	$	(1)


Nine Months Ended September 30,	2022				2021
(Millions)	Sales To		Purchases From		Sales To		Purchases From
Iberdrola, S.A.	$	—	$	(34)	$	—	$	(41)
Iberdrola Renovables Energía, S.L.	$	—	$	(7)	$	—	$	(8)
Iberdrola Financiación, S.A.	$	—	$	(8)	$	—	$	(7)
Vineyard Wind	$	5	$	—	$	12	$	—
Iberdrola Solutions	$	—	$	—	$	7	$	(39)
Other	$	—	$	(2)	$	1	$	(2)

Related party balances as of September 30, 2022 and December 31, 2021, respectively, consisted of:


As of	September 30, 2022				December 31, 2021
(Millions)	Owed By		Owed To		Owed By		Owed To
Iberdrola	$	1	$	(32)	$	3	$	(43)
Iberdrola Financiación, S.A.	$	—	$	(6)	$	—	$	(9)
Vineyard Wind	$	2	$	—	$	8	$	(8)
Iberdrola Solutions	$	—	$	(2)	$	—	$	(2)
Other	$	1	$	(8)	$	—	$	(1)

Transactions with Iberdrola relate predominantly to the provision and allocation of corporate services and management fees. All costs that can be specifically allocated, to the extent possible, are charged directly to the company receiving such services. In situations when Iberdrola corporate services are provided to two or more companies of AVANGRID, any costs remaining after direct charges are allocated using agreed upon cost allocation methods designed to allocate such costs. We believe that the allocation method used is reasonable.

We have a bi-lateral demand note agreement with Iberdrola Solutions, LLC, which had notes payable balance of $2 million as of both September 30, 2022 and December 31, 2021. Renewables had financial forward power contracts with Iberdrola Solutions to hedge Renewables' merchant wind exposure in Texas that were settled in 2021.

There have been no guarantees provided or received for any related party receivables or payables. These balances are unsecured and are typically settled in cash. Interest is not charged on regular business transactions but is charged on outstanding loan balances. There have been no impairments or provisions made against any affiliated balances.

AVANGRID optimizes its liquidity position as part of the Iberdrola Group and is a party to a liquidity agreement with a financial institution, along with certain members of the Iberdrola Group. Cash surpluses remaining after meeting the liquidity requirements of AVANGRID and its subsidiaries may be deposited at the financial institution. Deposits, or credit balances, serve as collateral against the debit balances of other parties to the liquidity agreement. The balance at both September 30, 2022 and December 31, 2021, was $0.

AVANGRID has a credit facility with Iberdrola Financiacion, S.A.U., a company of the Iberdrola Group. The facility has a limit of $500 million and matures on June 18, 2023. AVANGRID pays a facility fee of 10.5 basis points annually on the facility. As of September 30, 2022 and December 31, 2021, there was no outstanding amount under this credit facility.

See Note 19 - Equity Method Investments for more information on Vineyard Wind, LLC (Vineyard Wind).

Note 15. Other Financial Statement Items

Accounts receivable and unbilled revenue, net

Accounts receivable and unbilled revenues, net as of September 30, 2022 and December 31, 2021 consisted of:


As of	September 30, 2022		December 31, 2021
(Millions)
Trade receivables and unbilled revenues	$	1,486	$	1,420
Allowance for credit losses	(143)		(151)
Accounts receivable and unbilled revenues, net	$	1,343	$	1,269

The change in the allowance for credit losses for the three and nine months ended September 30, 2022 and 2021 consisted of:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Millions)	2022		2021		2022		2021
As of Beginning of Period,	$	142	$	150	$	151	$	108
Current period provision	45		41		68		106
Write-off as uncollectible	(44)		(17)		(76)		(40)
As of September 30,	$	143	$	174	$	143	$	174

The Deferred Payment Arrangements (DPA) receivable balance was $105 million and $108 million at September 30, 2022 and December 31, 2021, respectively. The allowance for credit losses for DPAs at September 30, 2022 and December 31, 2021 was $69 million and $68 million respectively. Furthermore, the change in the allowance for credit losses associated with the DPAs for the three and nine months ended September 30, 2022 was $(14) million and $1 million, respectively, and for the three and nine months ended September 30, 2021, was $7 million and $21 million, respectively.

Prepayments and other current assets

Included in prepayments and other current assets are $211 million and $95 million of prepaid other taxes as of September 30, 2022 and December 31, 2021, respectively.

Property, plant and equipment and intangible assets

The accumulated depreciation and amortization as of September 30, 2022 and December 31, 2021, respectively, were as follows:


	September 30,		December 31,
As of	2022		2021
(Millions)
Property, plant and equipment
Accumulated depreciation	$	11,302	$	10,589
Intangible assets
Accumulated amortization	$	328	$	317

As of September 30, 2022 and 2021, accrued liabilities for property, plant and equipment additions were $200 million and $367 million, respectively.

In November 2021, Maine voters approved, by virtue of a referendum, L.D. 1295 (I.B. 1) (130th Legis. 2021), “An Act To Require Legislative Approval of Certain Transmission Lines, Require Legislative Approval of Certain Transmission Lines and Facilities and Other Projects on Public Reserved Lands and Prohibit the Construction of Certain Transmission Lines in the Upper Kennebec Region” (the “Initiative”), which per its terms effectively prohibits the construction of the NECEC project. Subsequently, in November 2021, Networks and NECEC Transmission LLC filed a lawsuit challenging the constitutionality of the Initiative and requested injunctive relief preventing retroactive enforcement of the Initiative to the NECEC project, including a preliminary injunction preventing retroactive enforcement during the pendency of the lawsuit. At December 31, 2021, an indicator of impairment was identified and we performed a test of recoverability using estimated undiscounted expected project cash flows and compared to our estimated project costs and determined no impairment loss was required. In August 2022, the Maine Law Court ruled that the Initiative provisions requiring legislative approval for the construction of any high impact transmission line anywhere in Maine and prohibiting high impact transmission lines in the Upper Kennebec Region would infringe on NECEC’s constitutionally protected vested rights if NECEC Transmission LLC can demonstrate it engaged

in substantial construction of the project in good-faith reliance. The Maine Law Court remanded this factual issue to the Maine Business & Consumer Court with guidance regarding how to conduct the vested rights analysis. The proceedings are ongoing before the Business & Consumer Court. On October 21, 2022, the Maine Business & Consumer Court denied NECEC Transmission LLC’s request for a preliminary injunction to prevent retroactive enforcement during the pendency of the lawsuit These developments did not require an updated test of recoverability at September 30, 2022, due to the lack of substantive developments since our 2021 test of recoverability, and no impairment loss was recorded. The outcome of these ongoing legal proceedings could have an adverse effect on the success of the NECEC project indicating that the carrying amount may not be recoverable. We cannot predict the outcome of these proceedings and the results of such evaluation, if any. As of September 30, 2022 and December 31, 2021, we have capitalized approximately $583 million and $546 million, respectively, for the NECEC project.

Debt

Commercial Paper

As of September 30, 2022 and December 31, 2021, there was $371 million and $0 of commercial paper outstanding, respectively.

Long-term debt issuance

On January 31, 2022, UI issued $150 million aggregate principal amount of unsecured notes maturing in 2032 at a fixed interest rate of 2.25%.

On April 6, 2022, NYSEG issued $67 million aggregate principal amount of Pollution Control Bonds maturing in 2028. The bonds bear a 4.00% fixed coupon and were priced at 104.15% to yield 3.30%.

Supplier Financing Arrangements

We operate a supplier financing arrangement. We arranged for the extension of payment terms with some suppliers, which could elect to be paid by a financial institution earlier than maturity under supplier financing arrangements. Due to the interest cost associated with these arrangements, the balances are classified as "Notes payable" on our consolidated balance sheets. The balance relates to capital expenditures and, therefore, is treated as non-cash activity, and is reported under financing activity of the consolidated statement of cash flows when the balance is paid. As of September 30, 2022 and December 31, 2021, the amount of notes payable under supplier financing arrangements was $131 million and $161 million, respectively. As of September 30, 2022 and December 31, 2021, the weighted average interest rate on the balance was 4.26% and 0.82%, respectively.

Other current liabilities

Included in other current liabilities are $213 million and $204 million of advances received as of September 30, 2022 and December 31, 2021, respectively.

Note 16. Income Tax Expense

The effective tax rates, inclusive of federal and state income tax, for the three and nine months ended September 30, 2022, were (89.3)% and 2.0%, respectively. The effective tax rates for the three and nine months ended September 30, 2022, are below the federal statutory tax rate of 21%, primarily due to the recognition of production tax credits associated with wind production, the effect of the excess deferred tax amortization resulting from the Tax Act, the equity component of allowance for funds used during construction, and the release of our federal valuation allowance in the third quarter of 2022 as a result of the Inflation Reduction Act enacted in August 2022 that will permit us to utilize tax attributes that were previously expected to expire, partially offset by the tax on gain from the offshore joint venture restructuring transaction (see Note 19 for further details on the transaction).

The effective tax rates, inclusive of federal and state income tax, for the three and nine months ended September 30, 2021, were (30.0)% and 0.0%, respectively. The effective tax rates for the three and nine months ended September 30, 2021 are below the federal statutory tax rate of 21%, primarily due to the recognition of production tax credits associated with wind production, the effect of the excess deferred tax amortization resulting from the Tax Act and the equity component of allowance for funds used during construction.

Note 17. Stock-Based Compensation Expense

The Avangrid, Inc. Amended and Restated Omnibus Incentive Plan (the Plan) provides for, among other things, the issuance of performance stock units (PSUs), restricted stock units (RSUs) and phantom share units (Phantom Shares).

Performance Stock Units

In February 2020, a total number of 208,268 PSUs, before applicable taxes, were approved to be earned by participants based on achievement of certain performance metrics related to the 2016 through 2019 plan and are payable in three equal installments, net of applicable taxes. In March 2022, 46,737 shares of common stock were issued to settle the third and final installment payment under this plan.

During the nine months ended September 30, 2022, 142,735 additional PSUs were granted to certain officers and employees of AVANGRID. The PSUs will vest upon achievement of certain performance and market-based metrics for the 2021 to 2022 performance period and will be payable in three equal installments, net of applicable taxes, in 2023, 2024 and 2025. The fair value of the PSUs on the grant date was $36.22 per share. The fair value of the PSUs was determined using valuation techniques to forecast possible future stock prices, applying a weighted average historical stock price volatility of AVANGRID and industry companies, a risk-free rate of interest that is equal, as of the grant date, to the yield of the zero-coupon U.S. Treasury bill and a reduction for the respective dividend yield calculated based on the most recently quarterly dividend payment and the stock price as of the grant date.

Restricted Stock Units

In January 2022, 17,500 RSUs were granted to an officer of AVANGRID with immediate vesting. The fair value on the grant date was determined based on a price of $48.16 per share. The RSU grant was settled, net of applicable taxes, by issuing 9,390 shares of common stock.

In June 2022, 25,000 RSUs were granted to an officer of AVANGRID. The RSUs vest in two equal installments in 2023 and 2024, provided that the grantee remains continuously employed with AVANGRID through the applicable vesting dates. The fair value on the grant date was determined based on a price of $47.64 per share.

Phantom Share Units

In March 2020, 167,060 Phantom Shares were granted to certain AVANGRID executives and employees. These awards vest in three equal installments in 2020, 2021 and 2022 and will be settled in a cash amount equal to the number of Phantom Shares multiplied by the closing share price of AVANGRID’s common stock on the respective vesting dates, subject to continued employment. The liability of these awards is measured based on the closing share price of AVANGRID’s common stock at each reporting date until the date of settlement. In March 2022, $2 million was paid to settle the third and final installment under this plan.

In February 2022, 9,000 Phantom Shares were granted to certain AVANGRID executives and employees. These awards vest in three equal installments in 2022 - 2024 and will be settled in a cash amount equal to the number of Phantom Shares multiplied by the closing share price of AVANGRID’s common stock on the respective vesting dates, subject to continued employment. The liability of these awards is measured based on the closing share price of AVANGRID’s common stock at each reporting date until the date of settlement. In August 2022, $0.1 million was paid to settle the first installment under this plan.

As of September 30, 2022 and December 31, 2021, the total liability was $0 and $2 million, respectively, which is included in other current liabilities.

The total stock-based compensation expense, which is included in "Operations and maintenance" in our condensed consolidated statements of income, for the three and nine months ended September 30, 2022 was $2 million and $10 million, respectively, and for the three and nine months ended September 30, 2021 was $5 million and $14 million, respectively.

Note 18. Variable Interest Entities

We participate in certain partnership arrangements that qualify as variable interest entities (VIEs). Consolidated VIE's consist of tax equity financing arrangements (TEFs) and partnerships in which an investor holds a noncontrolling interest and does not have substantive kick-out or participating rights.

The sale of a membership interest in the TEFs represents the sale of an equity interest in a structure that is considered a sale of non-financial assets. Under the sale of non-financial assets, the membership interests in the TEFs we sell to third-party investors are reflected as noncontrolling interest on our condensed consolidated balance sheets valued based on an HLBV model. Earnings from the TEFs are recognized in net income attributable to noncontrolling interests in our condensed consolidated statements of income. We consolidate the entities that have TEFs based on being the primary beneficiary for these VIEs.

On April 29, 2022, we closed on a TEF agreement, receiving $14 million from a tax equity investor related to the Lund Hill solar farm that reached partial mechanical completion on the same date. A further investment from our investor is expected

shortly after the project’s commercial operations in the estimated amount of $58 million, expected in November. Lund Hill is owned by Solis Solar Power I, LLC (Solis I).

In June 2022 we received an additional $109 million from a tax equity investor for the addition of Golden Hill wind farms under Aeolus Wind Power VIII, LLC (Aeolus VIII). Montague solar was contributed to Aeolus VIII at the same time, with a future investment from our investor in the estimated amount of $87 million expected after Montague solar project reaches commercial operations, expected in the second quarter of 2023.

The assets and liabilities of the VIEs totaled approximately $2,802 million and $576 million, respectively, at September 30, 2022. As of December 31, 2021, the assets and liabilities of VIEs totaled approximately $2,039 million and $119 million, respectively. At September 30, 2022 and December 31, 2021, the assets and liabilities of the VIEs consisted primarily of property, plant and equipment.

Wind power generation is subject to certain favorable tax treatments in the U.S. In order to monetize the tax benefits, we have entered into these structured institutional partnership investment transactions related to certain wind farms. Under these structures, we contribute certain wind assets, relating both to existing wind farms and wind farms that are being placed into operation at the time of the relevant transaction, and other parties invest in the share equity of the limited liability holding company. As consideration for their investment, the third parties make either an upfront cash payment or a combination of upfront cash and payments over time. We retain a class of membership interest and day-to-day operational and management control, subject to investor approval of certain major decisions. The third-party investors do not receive a lien on any assets and have no recourse against us for their upfront cash payments.

The partnerships generally involve disproportionate allocations of profit or loss, cash distributions and tax benefits resulting from the wind farm energy generation between the investor and sponsor until the investor recovers its investment and achieves a cumulative annual after-tax return. Once this target return is met, the relative sharing of profit or loss, cash distributions and taxable income or loss between the Company and the third-party investor flips, with the sponsor generally receiving higher percentages thereafter. We also have a call option to acquire the third-party investors’ membership interest within a defined time period after this target return is met.

At September 30, 2022, El Cabo Wind, LLC (El Cabo), Patriot Wind Farm LLC (Patriot), Aeolus Wind Power VII, LLC (Aeolus VII), Aeolus VIII, and Solis I are our consolidated VIEs.

Our El Cabo, Patriot, Aeolus VII, Aeolus VIII, and Solis I interests are not subject to any rights of investors that may restrict our ability to access or use the assets or to settle any existing liabilities associated with the interests.

See Note 19 - Equity Method Investments for information on our VIE we do not consolidate.

Note 19. Equity Method Investments

Renewables holds a 50% voting interest in Vineyard Wind, LLC (Vineyard Wind), a joint venture with Copenhagen Infrastructure Partners (CIP). Prior to a restructuring transaction that took place on January 10, 2022, Vineyard Wind acquired easements from the U.S. Bureau of Ocean Energy Management (BOEM) containing the rights to develop offshore wind generation. The first easement area acquired was Lease Area 501 which contains 166,886 acres located southeast of Martha's Vineyard. Lease Area 501 was subsequently divided in 2021 creating Lease Area 534. In 2018, Vineyard Wind was selected by the Massachusetts Electric Distribution Companies (EDCs) to construct and operate Vineyard Wind’s proposed 800 MW wind farm (Vineyard Wind 1) and electricity transmission project pursuant to the Massachusetts Green Communities Act Section 83C RFP for offshore wind energy projects. The Vineyard Wind 1 project will be located on Lease Area 501.

In December 2019, the Park City Wind project was selected and approved to provide 804 MW of offshore wind in Connecticut. In December 2021, the Commonwealth Wind project was selected to provide 1,232 MW of offshore wind primarily through contracts with the electric distribution companies in Massachusetts, subject to final regulatory approvals. Both projects are located in Lease Area 534.

Vineyard Wind acquired a second offshore easement contract from BOEM (Lease Area 522). Renewables initially contributed $100 million to Vineyard Wind to acquire the easement contract, which was proportionally more than CIP's contribution. Pursuant to a joint bidding agreement between Renewables and CIP, CIP had the option to reimburse Renewables an amount, plus interest, to restore its 50% interest in the easement contract. In December 2020, CIP exercised this option and reimbursed Renewables $33 million, plus interest.

On September 15, 2021, Vineyard Wind closed on construction financing for the Vineyard Wind 1 project. Among other items, the Vineyard Wind 1 project was transferred into a separate joint venture with Vineyard Wind 1 Pledgor LLC as the top holding company, which Renewables holds a 50% voting interest. Concurrently, Renewables entered into a credit agreement with

certain banks to provide future term loans and letters of credit up to a maximum of approximately $1.2 billion to finance a portion of its share of the cost of Vineyard Wind 1 at the maturity of the Vineyard Wind 1 project construction loan. Any term loans mature by October 15, 2031, subject to certain extension provisions. Renewables also entered into an Equity Contribution Agreement in which Renewables agreed to, among other things, make certain equity contributions to fund certain costs of developing and constructing the Vineyard Wind 1 project in accordance with the credit agreement. In addition, we issued a guaranty up to $827 million for Renewables' equity contributions under the Equity Contribution Agreement. As part of the Vineyard Wind 1 financial close, $152 million of Renewables prior contributions for the Vineyard Wind 1 project were returned.

On September 15, 2021, Renewables entered into a restructuring agreement with CIP with respect to Vineyard Wind. The restructuring closed on January 10, 2022 and effectively dissolved Vineyard Wind. As part of the restructuring, Renewables acquired full ownership of Park City Wind LLC containing Lease Area 534, including the Park City Wind project and Commonwealth Wind project in Lease Area 534, and CIP acquired OCS-A 0522 LLC containing Lease Area 522. Immediately following Vineyard Wind's dissolution of interests in Park City Wind LLC and OCS-A 0522 LLC, Vineyard Wind solely provides construction and management services to Vineyard Wind 1, which are outsourced to third party service providers, and no longer owns the rights to any lease areas, and therefore no longer has substantive operations. As part of the restructuring and effective dissolution, Renewables received a liquidating distribution and made an incremental payment of approximately $168 million to CIP. Consequently, Renewables recognized a pretax gain of $246 million and an after tax gain of $181 million, driven by the increase in the market value of its acquired interest in the leases and related development activities over its carrying value. The gain is classified in Earnings from equity method investments in the condensed consolidated statement of income.

Vineyard Wind 1 Pledgor LLC is considered a VIE because it cannot finance its activities without additional support from its owners or third parties. Renewables is not the primary beneficiary of the entity since it does not have a controlling financial interest, and therefore we do not consolidate this entity. As of September 30, 2022 and December 31, 2021, the carrying amount of Renewables' investments in Vineyard Wind LLC and Vineyard Wind 1 Pledgor LLC was $7 million and $141 million, respectively.

Note 20. Subsequent Event

On October 19, 2022, the board of directors of AVANGRID declared a quarterly dividend of $0.44 per share on its common stock. This dividend is payable on January 3, 2023 to shareholders of record at the close of business on December 1, 2022.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements as of December 31, 2021 and 2020, and for the three years ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or the SEC, on February 23, 2022, which we refer to as our “Form 10-K.” In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. The foregoing and other factors are discussed and should be reviewed in our Form 10-K and other subsequent filings with the SEC.

Overview

AVANGRID aspires to be the leading sustainable energy company in the United States. Our purpose is to work every day to deliver a more accessible clean energy model that promotes healthier, more sustainable communities. A commitment to sustainability is firmly entrenched in the values and principles that guide AVANGRID, with environmental, social, governance and financial sustainability key priorities driving our business strategy.

AVANGRID has approximately $40 billion in assets and operations in 24 states concentrated in our two primary lines of business - Avangrid Networks and Avangrid Renewables. Avangrid Networks owns eight electric and natural gas utilities, serving approximately 3.3 million customers in New York and New England. Avangrid Renewables owns and operates 9.1 gigawatts of electricity capacity, primarily through wind and solar power, with a presence in 22 states across the United States. AVANGRID supports the achievement of the Sustainable Development Goals approved by the member states of the United Nations, was named among the World’s Most Ethical companies in 2022 for the fourth consecutive year by the Ethisphere Institute and is listed by Forbes and Just Capital as one of the 2022 Just 100, an annual ranking of the most just U.S. public companies. AVANGRID employs approximately 7,300 people. Iberdrola S.A., or Iberdrola, a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, a worldwide leader in the energy industry, directly owns 81.6% of the outstanding shares of AVANGRID common stock. The remaining outstanding shares are owned by various shareholders with approximately 18.4% of AVANGRID's outstanding shares publicly-traded on the New York Stock Exchange (NYSE). AVANGRID's primary businesses are described below.

Our direct, wholly-owned subsidiaries include Avangrid Networks, Inc., or Networks, and Avangrid Renewables Holdings, Inc., or ARHI. ARHI in turn holds subsidiaries including Avangrid Renewables, LLC, or Renewables. Networks owns and operates our regulated utility businesses through its subsidiaries, including electric transmission and distribution and natural gas distribution, transportation and sales. Renewables operates a portfolio of renewable energy generation facilities primarily using onshore wind power and also solar, biomass and thermal power.

Through Networks, we own electric distribution, transmission and generation companies and natural gas distribution, transportation and sales companies in New York, Maine, Connecticut and Massachusetts, delivering electricity to approximately 2.3 million electric utility customers and delivering natural gas to approximately 1.0 million natural gas utility customers as of September 30, 2022.

Networks, a Maine corporation, holds regulated utility businesses, including electric transmission and distribution and natural gas distribution, transportation and sales. Networks serves as a super-regional energy services and delivery company through the eight regulated utilities it owns directly:

•New York State Electric & Gas Corporation, or NYSEG, which serves electric and natural gas customers across more than 40% of the upstate New York geographic area;

•Rochester Gas and Electric Corporation, or RG&E, which serves electric and natural gas customers within a nine-county region in western New York, centered around Rochester;

•The United Illuminating Company, or UI, which serves electric customers in southwestern Connecticut;

•Central Maine Power Company, or CMP, which serves electric customers in central and southern Maine;

•The Southern Connecticut Gas Company, or SCG, which serves natural gas customers in Connecticut;

•Connecticut Natural Gas Corporation, or CNG, which serves natural gas customers in Connecticut;

•The Berkshire Gas Company, or BGC, which serves natural gas customers in western Massachusetts; and

•Maine Natural Gas Corporation, or MNG, which serves natural gas customers in several communities in central and southern Maine.

Renewables has a combined wind, solar and thermal installed capacity of 9,118 megawatts, or MW, as of September 30, 2022, including Renewables’ share of joint projects, of which 8,061 MW was installed wind capacity. Renewables targets to contract or hedge 85% to 95% of its capacity under long-term PPAs and hedges to limit market volatility. As of September 30, 2022, approximately 74% of the capacity was contracted with PPAs for an average period of approximately 10 years and an additional 15% of production was hedged. AVANGRID is one of the three largest wind operators in the United States based on installed capacity as of September 30, 2022, Renewables strives to lead the transformation of the U.S. energy industry to a sustainable, competitive, clean energy future. Renewables installed capacity includes 67 wind farms and four solar facilities in 21 states across the United States.

Texas Weather Event

During February 2021, Texas and the surrounding region experienced unprecedented extreme cold weather, resulting in outages impacting millions in the state. Avangrid Renewables safely operated our Texas wind generation facilities during this event meeting all of our delivery obligations in Texas and producing excess energy that was sold based on the rules established at the time by the Energy Reliability Council of Texas, or ERCOT. If the received payments are adjusted by ERCOT, it could adversely affect our results of operations.

In connection with the Texas Weather Event, a number of plaintiffs have filed multiple cases against generators and natural gas suppliers, including certain Avangrid Renewables entities in Texas, alleging liability for injuries and damages arising from the event under a variety of legal theories. The plaintiffs have amended many of their petitions within the multidistrict litigation, and more than 100 of the cases now name Avangrid Renewables entities among the defendants. Four of the consolidated cases have been designated as “bellwether” cases and are proceeding to resolve certain common issues of fact and law. In May 2022, the Avangrid Renewables entities were part of a broader motion to dismiss by all generators in the bellwether cases in which they were named. These motions were argued on October 11, 2022. We cannot predict the outcome of these matters.

Proposed Merger with PNMR

On October 20, 2020, AVANGRID, PNM Resources, Inc., a New Mexico corporation, or PNMR, and NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of AVANGRID, or Merger Sub, entered into an Agreement and Plan of Merger, or Merger Agreement, pursuant to which Merger Sub is expected to merge with and into PNMR, with PNMR surviving the Merger as a direct wholly-owned subsidiary of AVANGRID, or the Merger. PNMR is a publicly-owned holding company with two regulated utilities providing electricity and electric services in New Mexico and Texas. PNMR's electric utilities are the Public Service Company of New Mexico and the Texas-New Mexico Power Company. Following consummation of the Merger, AVANGRID will expand its geographic and regulatory diversity with ten regulated electric and gas companies in six states to help expand our growing leadership position in transforming the U.S. energy industry.

Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by AVANGRID, Merger Sub, PNMR or any wholly-owned subsidiary of AVANGRID or PNMR, which will be automatically cancelled at the time the Merger is consummated and (ii) shares of PNMR common stock held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) will be converted, at the time the Merger is consummated, into the right to receive $50.30 in cash, or Merger Consideration, or approximately $4.3 billion in aggregate consideration. In connection with the Merger, Iberdrola has provided the Iberdrola Funding Commitment Letter, pursuant to which Iberdrola has unilaterally agreed to provide to AVANGRID, or arrange the provision to AVANGRID of, funds to the extent necessary for AVANGRID to consummate the Merger, including the payment of the aggregate Merger Consideration.

On April 15, 2021, AVANGRID entered into a side letter agreement with Iberdrola, which sets forth certain terms and conditions relating to the Funding Commitment Letter (the Side Letter Agreement). The Side Letter Agreement provides that any drawing in the form of indebtedness made by AVANGRID pursuant to the Funding Commitment Letter shall bear interest at an interest rate equal to 3-month LIBOR plus 0.75% per annum calculated on the basis of a 360-day year for the actual number of days elapsed and, commencing on the date of the Funding Commitment Letter, we shall pay Iberdrola a facility fee equal to 0.12% per annum on the undrawn portion of the funding commitment set forth in the Funding Commitment Letter.

On February 12, 2021, the shareholders of PNMR approved the proposed Merger. As of November 1, the Merger had obtained all regulatory approvals other than from the NMPRC. On November 1, 2021, after public hearing and briefing on the matter, the hearing examiner in the Merger proceeding at the NMPRC issued an unfavorable recommendation related to the amended stipulated agreement entered into by PNMR, AVANGRID and several interveners in the NMPRC proceeding with respect to consideration of the joint Merger application in June 2021. On December 8, 2021, the NMPRC issued an order rejecting the amended stipulated agreement. On January 3, 2022, AVANGRID and PNMR filed a notice of appeal of the December 8, 2021 decision of the NMPRC with the New Mexico Supreme Court. The Statement of Issues was filed on

February 2, 2022 and the Brief in Chief was filed on April 7, 2022. On June 14, 2022, the NMPRC filed its Answer Brief. On June 13, 2022, New Energy Economy, an intervener in the Merger proceeding, filed its Answer Brief. AVANGRID's Reply Brief was filed on August 5, 2022. On February 24, 2022, the FCC granted an extension to its approval to transfer operating licenses in connection with the Merger, which was further extended on August 9, 2022. On September 21, 2022, New Energy Economy filed a motion to show cause with the NMPRC alleging that AVANGRID and PNMR have engaged in a misleading joint advertising and sponsorship strategy and requesting an investigation. AVANGRID filed a reply to the motion to show cause on October 11, 2022. We cannot predict the outcome of this proceeding.

In addition, on January 3, 2022, AVANGRID, PNMR and Merger Sub entered into an Amendment to the Merger Agreement, or the Amendment, pursuant to which Avangrid, PNMR and Merger Sub each agreed to extend the “End Date” for consummation of the Merger until April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the New Mexico Public Regulation Commission, or NMPRC, has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. In light of this outstanding approval, the parties determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of Avangrid and PNMR under certain circumstances, including if the Merger is not consummated by April 20, 2023 (subject to a three-month extension by Avangrid and PNMR by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived). During the pendency of this appeal certain required regulatory approvals and consents may expire and AVANGRID and PNMR will reapply and/or apply for extensions of such approvals, as the case may be. We cannot predict the outcome of this proceeding for the outstanding approvals.

The Merger Agreement (as amended) provides for certain customary termination rights including the right of either party to terminate the Merger Agreement if the Merger is not completed on or before April 20, 2023 (subject to a three-month extension by Avangrid and PNMR by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived). The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances (including if AVANGRID terminates the Merger Agreement due to a change in recommendation of the board of directors of PNMR or if PNMR terminates the Merger Agreement to accept a superior proposal (as defined in the Merger Agreement)), PNMR will be required to pay AVANGRID a termination fee of $130 million. In addition, the Merger Agreement provides that (i) if the Merger Agreement is terminated by either party due to a failure of a regulatory closing condition and such failure is the result of AVANGRID’s breach of its regulatory covenants, or (ii) AVANGRID fails to effect the Closing when all closing conditions have been satisfied and it is otherwise obligated to do so under the Merger Agreement, then, in either such case, upon termination of the Merger Agreement, AVANGRID will be required to pay PNMR a termination fee of $184 million as the sole and exclusive remedy. Upon the termination of the Merger Agreement under certain specified circumstances involving a breach of the Merger Agreement, either PNMR or AVANGRID will be required to reimburse the other party’s reasonable and documented out-of-pocket fees and expenses up to $10 million (which amount will be credited toward, and offset against, the payment of any applicable termination fee).

Business Environment

The COVID-19 pandemic continues to cause global economic disruption and volatility in financial markets and the United States economy. We continue to monitor developments affecting both our workforce and our customers and will take precautions that we determine are necessary or appropriate, regularly communicate with our customers regarding the tools and resources available and to help our customers stay informed during this public health crisis, and continue to actively monitor potential supply chain and transportation disruptions that could impact the Company’s operations and will implement plans to address any such impacts on our business. We have taken actions to strengthen and preserve supplier relationships, including capacity planning and expansion of services, to help mitigate shortfalls and maintain a stable base supply for critical equipment and services. In addition, we are experiencing changes in inflation levels resulting from various supply chain disruptions, increased business and labor costs, increased financing costs from changes in the Federal Reserve's monetary policy and other disruptions caused by global economic conditions, including the COVID-19 pandemic and the Russia and Ukraine conflict described below. For example, we recently announced that Commonwealth Wind and Park City Wind would seek to re-

negotiate the price of the certain PPAs to help mitigate the impacts of inflation, increased interest rates and supply chain disruptions on the projects. On October 21, 2022, Commonwealth Wind filed a motion with the DPU seeking a one-month suspension in the DPU’s proceeding to review the power purchase agreements between Commonwealth Wind and the Massachusetts electric distribution companies, or EDCs, in order to provide an opportunity for Commonwealth Wind, the EDCs, state and regulatory officials, and other stakeholders to evaluate the current economic challenges facing Commonwealth Wind and assess measures that would return the project to economic viability including, but not limited to, certain amendments to the Power Purchase Agreements, or PPAs. In Connecticut, discussions remain ongoing with the EDCs, state and regulatory officials, and other stakeholders concerning a possible amendment to the Park City Wind PPAs. While we have not yet experienced a materially adverse impact to our business, results of operations or financial condition, given the uncertain scope and duration of the COVID-19 outbreak or global economic trends and its potential effects on our business, we currently cannot predict if there will be materially adverse impacts to our business, results of operations or financial condition in the future.

In February 2022, Russia invaded Ukraine resulting in the United States, Canada, the European Union and other countries imposing economic sanctions on Russia. AVANGRID is monitoring the broader economic impact of this conflict, which may include further sanctions, supply chain instability, and potential retaliatory action by the Russian government against us. AVANGRID is taking steps intended to mitigate the potential risks from this continued conflict, including without limitation, communication with suppliers to ensure that the supply chains are free from sanctioned materials, efforts to diversify sourcing and capacity planning to help avoid supply chain disruptions. To date, there has been no material impact on our operations or financial performance as a result of the conflict; however, we cannot predict the extent of these effects, given the evolving nature of the conflict, on our business, results of operations or financial condition.

AVANGRID is monitoring the Department of Commerce's, or DOC, anti-circumvention petition alleging that solar panels and cells shipped from Vietnam, Thailand, Malaysia and Cambodia have circumvented tariffs imposed on Chinese solar panels and cells. The petition calls for anti-dumping and countervailing duties to be applied to solar panels and cells and could be retroactive to the filing date. In June 2022, President Joe Biden's Administration announced a 24-month tariff exemption on any potential tariff resulting from the anti-circumvention investigation. Renewables is taking steps intended to mitigate potential risks to their solar project development portfolio. To date, there has been no material impact on Renewables' operations or financial performance as a result of this investigation. Despite the 24-month tariff exemption, there is uncertainty around the final resolution by the DOC and related long-term effects to the solar panel supply chain and we currently cannot predict if there will be materially adverse impacts to our business, results of operations or financial condition.

AVANGRID is also monitoring the Coast Guard Authorization Act of 2022 that was passed by the United States House of Representatives in March 2022 and the National Defense Authorization Act that was passed by the United States House of Representatives in mid-July. If enacted, the bills may only allow foreign vessels to operate on the Outer Continental Shelf if they have (a) a U.S. crew or (b) the crew of the nation of which the vessel is from. If passed, the legislation could affect expected timelines and returns on approved projects. To date, there has been no material impact on Renewables' operations or financial performance as a result of these bills; however, given the uncertainty of resolution of the final legislation and the related effects to our offshore projects, we currently cannot predict if there will be materially adverse impacts to our business, results of operations or financial condition.

There are a limited number of turbine suppliers in the market. Renewables’ largest turbine suppliers, Siemens-Gamesa and GE Wind, are engaged in an intellectual property dispute with respect to certain offshore wind turbines including the wind turbines to be used in the Vineyard Wind 1 project. In July 2022, the federal district court granted Siemens-Gamesa’s request for a permanent injunction barring GE Wind from importing and selling the infringing wind turbines, which carved out the wind turbines for the Vineyard Wind 1 project from such injunction. To date, there has been no material impact on Renewables' operations or turbine procurement; however, we are monitoring this dispute and we cannot predict if there will be materially adverse impacts to our business, results of operations or financial condition.

Summary of Results of Operations

Our operating revenues increased by 15%, from $1,598 million for the three months ended September 30, 2021 to $1,838 million for the three months ended September 30, 2022.

Networks business revenues increased mainly due to rate increases in New York effective December 1, 2020. Renewables revenues increased mainly due to merchant prices and power trading driven by higher demand and favorable average prices in the period.

Net income attributable to AVANGRID decreased by 5% from $111 million for the three months ended September 30, 2021 to $105 million for the three months ended September 30, 2022, primarily due to higher business and operating costs in the period in Networks and Renewables.

Adjusted net income (a non-GAAP financial measure) decreased by 9% from $133 million for the three months ended September 30, 2021 to $122 million for the three months ended September 30, 2022. The decrease is due to a $41 million decrease in Networks driven primarily by higher business costs and uncollectible expenses in the period, offset by a $27 million increase in Renewables driven primarily by merchant prices and power trading due to higher demand and favorable average prices in the current period and $2 million increase in Corporate mainly driven by favorable tax expense in the period.

For additional information and reconciliation of the non-GAAP adjusted net income to net income attributable to AVANGRID, see “—Non-GAAP Financial Measures”.

See “—Results of Operations” for further analysis of our operating results for the quarter.

Legislative and Regulatory Update

We are subject to complex and stringent energy, environmental and other laws and regulations at the federal, state and local levels as well as rules within the independent system operator, or ISO, markets in which we participate. Federal and state legislative and regulatory actions continue to change how our business is regulated. We actively participate in the regulatory process at the federal, regional, state and ISO levels. Significant updates are discussed below. For a further discussion of the environmental and other governmental regulations that affect us, see our Form 10-K for the year ended December 31, 2021.

Customer Disconnections

Due to the COVID-19 pandemic, all of our regulated utilities suspended customer disconnections commencing in March 2020. In New York, we had voluntarily suspended disconnections for non-payment. The New York state legislature passed a bill stating moratoriums on residential customer disconnections shall remain in place until 180 days after the COVID-19 state of emergency in New York is lifted, which occurred on June 24, 2021. Due to the winter disconnection moratorium period, disconnections did not resume until April 2022.

Power Tax Audits

Previously, CMP, NYSEG and RG&E implemented Power Tax software to track and measure their respective deferred tax amounts. In connection with this change, we identified historical updates needed with deferred taxes recognized by CMP, NYSEG and RG&E and increased our deferred tax liabilities, with a corresponding increase to regulatory assets, to reflect the updated amounts calculated by the Power Tax software. Since 2015, the NYPSC and MPUC accepted certain adjustments to deferred taxes and associated regulatory assets for this item in recent distribution rate cases, resulting in regulatory asset balances of approximately $138 million and $142 million, respectively, for this item at September 30, 2022 and December 31, 2021.

CMP began recovering its regulatory asset in 2020. In 2017, the NYPSC commenced an audit of the power tax regulatory assets. On January 11, 2018, the NYPSC issued an order opening an operations audit on NYSEG and RG&E and certain other New York utilities regarding tax accounting. NYSEG and RG&E received the auditors confidential draft report in May 2022 and responded to the report’s factual accuracy in August 2022. NYSEG and RG&E expect the final report to be issued in 2023 and cannot predict the outcome of the final report.

New England Clean Energy Connect

The NECEC project requires certain permits, including environmental, from multiple state and federal agencies and a presidential permit from the U.S. Department of Energy, or DOE, authorizing the construction, operation, maintenance and connection of facilities for the transmission of electric energy at the international border between the United States and Canada. On January 8, 2020, the Maine Land Use Planning Commission, or LUPC, granted the LUPC Certification for the NECEC. The Maine Department of Environmental Protection, or MDEP, granted Site Location of Development Act, Natural Resources Protection Act, and Water Quality Certification permits for the NECEC by an Order dated May 11, 2020. The MDEP Order was appealed by certain intervenors. Through an Order dated July 21, 2022, the Maine Board of Environmental Protection, or MBEP, denied the appeals of the MDEP Order, as well as the appeal of MDEP’s December 4, 2020 Order approving the transfer of the permits for the project to NECEC Transmission LLC. In August 2022, the intervenors that had appealed the MDEP Order appealed the MBEP Order. Their appeals are pending before the Maine Superior Court. In addition, certain intervenors have appealed MDEP’s May 7, 2021 Order approving certain minor revisions. This appeal remains pending before the MBEP. We cannot predict the outcome of these proceedings.

On November 6, 2020, the project received the required approvals from the U.S. Army Corps of Engineers, or Army Corps, pursuant to Section 10 of the Rivers and Harbor Act of 1899 and Section 404 of the Clean Water Act. A complaint for declaratory and injunctive relief asking the court to, among other things, vacate or remand the Section 404 Clean Water Act permit for the NECEC project filed by three environmental groups is currently pending before the District Court in Maine.

ISO-NE issued the final System Impact Study (SIS) for NECEC on May 13, 2020, determining the upgrades required to permit the interconnection of NECEC to the ISO-NE system. On July 9, 2020, the project received the formal I.3.9 approval associated with this interconnection request. CMP, NECEC Transmission LLC and ISO-NE executed an interconnection agreement. With respect to the upgrade required at the Seabrook Station, on October 13, 2020, AVANGRID and NECEC Transmission LLC filed a complaint with the FERC and an amended complaint on March 26, 2021. On October 5, 2020, NextEra Energy Seabrook, LLC filed a petition for declaratory order. Both proceedings are currently pending before FERC. We cannot predict the outcome of these proceedings.

On January 14, 2021, the DOE issued a Presidential Permit granting permission to NECEC Transmission LLC to construct, operate, maintain and connect electric transmission facilities at the international border of the United States and Canada. On March 26, 2021, the plaintiffs challenging the Army Corps permit filed a motion for leave before the District Court in Maine to supplement their complaint to add claims against DOE in connection with the Presidential Permit. On April 20, 2021, the District Court granted the plaintiffs motion to amend the complaint. On April 22, 2021 the plaintiffs filed their amended complaint asking the Court, among other things, to vacate, set aside, remand or stay the Presidential Permit. This challenge to the Presidential Permit is currently pending before the District Court in Maine. We cannot predict the outcome of this proceeding.

On August 10, 2021, the Maine Superior Court issued a ruling reversing the Maine Bureau of Parks and Lands’, or BPL, decision to grant a lease over a small area of public reserved lands to host a small section of the NECEC project. On August 13, 2021, BPL, and NECEC Transmission LLC appealed this ruling and prior decisions and orders in the case. The appeal is currently pending before the Maine Supreme Judicial Court sitting as the Law Court, or the Maine Law Court. As a result of the appeal, the Maine Superior Court decision vacating the lease is stayed. On September 15, 2021, the Maine Law Court ordered NECEC Transmission LLC to refrain from construction activities on the public reserved lands lease area during the pendency of the appeal. Oral argument before the Law Court took place on May 10, 2022. We cannot predict the outcome of this proceeding.

On November 2, 2021, Maine voters approved, by virtue of a referendum, L.D. 1295 (I.B. 1) (130th Legis. 2021), “An Act To Require Legislative Approval of Certain Transmission Lines, Require Legislative Approval of Certain Transmission Lines and Facilities and Other Projects on Public Reserved Lands and Prohibit the Construction of Certain Transmission Lines in the Upper Kennebec Region”(the “Initiative”), which per it's terms would retroactively apply to the NECEC project. In particular, the Initiative (i) requires, retroactive to 2020, legislative approval for the construction of any high-impact transmission line in Maine, with approval by a 2/3 vote of all members elected to each House of the Maine Legislature required for such lines crossing or utilizing public lands; (ii) prohibits, retroactive to 2020, construction of a high-impact electric transmission line in the Upper Kennebec Region, and (iii) requires, retroactive to 2014, the vote of 2/3 of all members elected to each House of the Maine Legislature for a lease by the Bureau of Parks and Lands (“BPL”) of public reserved lands for transmission lines and similar linear projects.

On November 3, 2021, Networks and NECEC Transmission LLC filed a lawsuit challenging the constitutionality of the Initiative and requesting injunctive relief preventing retroactive enforcement of the Initiative to the NECEC transmission project. Networks and NECEC Transmission LLC also requested a preliminary injunction preventing such retroactive enforcement during the pendency of the lawsuit.

On November 23, 2021, the MDEP issued an Order finding that the Initiative constitutes a changed circumstance justifying the suspension of the MDEP permits for the NECEC project. This MDEP-ordered suspension will remain effective unless and until a court grants Networks and NECEC Transmission LLC’s request for a preliminary injunction and allows continued construction of the NECEC project pending the final outcome of the legal challenge to the Initiative, or, if a court does not grant a preliminary injunction, until final disposition of the legal challenge in favor of Networks and NECEC Transmission LLC. In its order, the MDEP ruled that, so long as such MDEP permits are suspended, all construction must stop, subject to the performance and completion of certain activities required by the Order. The MDEP also stated in its Order that in the event that the current ordered suspension ended, it would promptly consider whether to suspend the MDEP permits for the NECEC in light of the ruling from the Maine Superior Court reversing BPL’s decision to grant a lease over public reserved lands for the NECEC project.

On December 16, 2021, the Maine Business & Consumer Court denied Networks and NECEC Transmission LLC’s request for a preliminary injunction temporarily precluding application of the Initiative to the NECEC transmission project. The Initiative took effect on December 19, 2021. On December 22, 2021, Networks and NECEC Transmission LLC moved that the Business & Consumer Court report its decision to the Maine Law Court for an interlocutory appeal under the applicable rule of appellate procedure. On December 28, 2021, the Business & Consumer Court granted this motion, thereby sending its decision to the Law Court for review.

On August 30, 2022, the Law Court ruled that the Initiative provisions requiring legislative approval for the construction of any high impact transmission line anywhere in Maine and prohibiting high impact transmission lines in the Upper Kennebec

Region would infringe on NECEC’s constitutionally protected vested rights if NECEC Transmission LLC can demonstrate that it engaged in substantial construction of the NECEC project in good-faith reliance of the authority under the CPCN granted by the MPUC before Maine voters approved the Initiative. The Maine Law Court remanded the vested rights analysis to the Business & Consumer Court with guidance on how to conduct the vested rights analysis. The Maine Law Court's August 30, 2022 decision did not decide the constitutional issues related to the referendum Initiative provision that addresses the lease of public reserved lands for transmission lines.

On September 27, 2022, the Business & Consumer Court issued the schedule for the proceedings following the Law Court’s August 30, 2022 decision. The schedule contemplates, among other things, February 10, 2023 as the deadline for the completion of discovery and April 2023 as the possible trial date. On October 21, 2022, the Business and Consumer denied Owner’s request for reconsideration of its December 16, 2021 Order that denied Owner’s preliminary injunction request, declining to issue a preliminary injunction to allow construction of the NECEC to resume while the litigation against the Initiative proceeds.

At the municipal level, twenty-one towns have granted municipal approvals to date.

Construction of the NECEC project started in January 2021 and was halted in November 2021. Construction remains stopped pending the outcome of NECEC Transmission LLC’s challenge to the Initiative. There are potentially adverse implications arising out of the suspension of the MDEP permit, the Initiative and the pending challenge, which may have negative impacts on the NECEC project, including impacts related to increased project construction costs, disputes with third party vendors regarding contracts and certain change orders, and a decrease in expected returns. The company is evaluating the construction schedule for the NECEC project for a commercial operation date by August 23, 2025. As of September 30, 2022, we have capitalized approximately $583 million for the NECEC project. The outcome of the ongoing legal proceedings could have an adverse effect on the success of the NECEC project indicating that the carrying amount may not be recoverable. We cannot predict the outcome of these proceedings and the results of such evaluation, if any.

PURA Investigation of the Preparation for and Response to the Tropical Storm Isaias

On May 6, 2021, in connection with its findings in the Tropical Storm Isaias docket, PURA issued a Notice of Violation to UI for allegedly failing to comply with standards of acceptable performance in emergency preparation or restoration of service in an emergency and with orders of the Authority, and for violations of accident reporting requirements. PURA assessed a civil penalty in the total amount of approximately $2 million. PURA held a hearing on this matter and, in an order dated July 14, 2021, reduced the civil penalty to approximately $1 million. UI filed an appeal of PURA’s decision with the Connecticut Superior Court. This appeal and the appeal of PURA’s decision on the Tropical Storm Isaias docket were consolidated. On October 17, 2022, the court denied UI’s appeal and affirmed PURA’s decisions in their entirety. We cannot predict the outcome of this proceeding.

Connecticut Energy Legislation

On October 7, 2020, the Governor of Connecticut signed into law an energy bill that, among other things, instructs PURA to revise the rate-making structure in Connecticut to adopt performance-based rates for each electric distribution company, increases the maximum civil penalties assessable for failures in emergency preparedness, and provides certain penalties and reimbursements to customers after storm outages greater than 96 hours, and extends rate case timelines.

Pursuant to the legislation, on October 30, 2020, PURA re-opened a docket related to new rate designs and review, expanding the scope to consider (a) the implementation of an interim rate decrease; (b) low income rates; and (c) economic development rates. Separately, UI was due to make its annual rate adjustment mechanism, or RAM, filing on March 8, 2021 for the approval of its RAM Rate Components reconciliations: Generation Services Charges, By-passable Federally Mandated Congestion Costs, System Benefits Charge, Transmission Adjustment Charge and Revenue Decoupling Mechanism.

Also, pursuant to the legislation, PURA opened a docket to consider the implementation of the associated customer compensation and reimbursement provisions in emergency events where customers were without power for more than 96 consecutive hours. On June 30, 2021, PURA issued a final decision implementing the legislative mandate to create a program pursuant to which residential customers will receive $25 for each day without power after 96 hours and also receive reimbursement of $250 for spoiled food and medicine. The decision emphasizes that no costs incurred in connection with this program are recoverable from customers.

Proposed New York Legislation in Response to the Tropical Storm Isaias

Proposed legislation has been introduced that would amend the public service law to, among other things, increase potential penalties and give greater discretion to the NYPSC to assess penalties for violations of the Public Service Law, Regulations, or Orders of the NYPSC. We cannot predict the outcome of this proposed legislation.

CMP Generator Interconnection Investigation

On February 10, 2021, two solar developer associations petitioned the MPUC to open an investigation into CMP’s generator interconnection practices and the estimates CMP provided to developers related to expected interconnection costs. On April 6, 2021, the MPUC issued a Notice of Formal Investigation related to the prudency and reasonableness of CMP’s actions with respect to the interconnection of generation to its distribution system. The Hearing Examiners in the matter have issued a procedural order setting a discovery schedule, CMP has responded to data requests and a technical conference has been conducted. On September 21, 2021, the MPUC staff issued a Bench Memorandum providing the staff’s assessment (i) whether CMP has followed a course of conduct that a capably managed utility would have followed in light of existing and reasonably knowable circumstances and (ii) if not, what steps should be taken, including penalties and changes to ensure that CMP acts reasonably on a forward going basis. In the Bench Memorandum, staff found that CMP’s conduct, and related management actions and inactions, raise significant issues regarding prudency. Specifically, staff found that CMP did not adequately prepare for the large volume of generator interconnection applications that resulted from “An Act To Promote Solar Energy Projects and Distributed Generation Resources in Maine”, enacted by the Maine legislature in 2019. MPUC staff recommends that the MPUC require that CMP to file a detailed plan to better integrate planning across relevant departments in the generator interconnection process with the MPUC. CMP’s response to the Bench Memorandum was filed on October 12, 2021. On January 11, 2022, an uncontested Stipulation settling this matter and two other dockets was filed with the MPUC. All but two parties to the three proceedings joined the Stipulation and the two non-signatory parties do not oppose the Stipulation. In the Stipulation, among other things, the Stipulating Parties agree to support resolution of all issues, that CMP shall pay $150,000 to be used to support a facilitator for the MPUC’s DG Interconnection Working Group for a period of two years and $550,000 to fund up to six contracted analyst resources to support the interconnection process for a period of two years. Also, CMP has agreed to meet certain published cluster study timelines subject to qualifications set forth in the Stipulation. On March 22, 2022, the MPUC approved the Stipulation.

Maine Government-Run Power Referendum and Legislation to Ensure Utility Accountability

On September 18, 2020, a request was submitted to the Maine Secretary of State to initiate the process of placing a government-run power referendum on the ballot. The proponents did not submit signatures in January 2022, the deadline to place the referendum on the November 2022 ballot, but have made statements that they intend to continue to collect sufficient signatures to present the referendum in a general election. We cannot predict the outcome of this request or any potential referendum.

In February 2022, a bill, L.D. 1959, An Act To Ensure Transmission and Distribution Utility Accountability was introduced in the Maine Legislature. The bill provides additional Maine PUC requirements on Maine large electric utilities, including CMP, to ensure customer service and reliability. The bill imposes penalties for poor performance, adds more protection for whistleblowers who report illegal or improper behavior by a utility, authorizes the PUC to audit utilities’ financial information, requires utilities to submit regular plans to address the impact of climate change on their infrastructure, and initiates a proceeding for divestiture subject to constitutional protections due process and just compensation should the large electric utilities fail to meet to be determined standards. The bill, as amended, passed the Maine Legislature in April 2022 and became law.

Late Payment Charge Order

Due to the COVID-19 pandemic, the State of New York previously issued an executive order on March 20, 2020 which, among other items, resulted in the suspension of recovery of unbilled fees, including late payment fees and other fees associated with customer non-payment including, but not limited to, connection fees and reconnection fees. On June 17, 2022, the NYPSC issued an order authorizing NYSEG and RG&E to establish a surcharge to recover unbilled fees for Rate Year One and a surcharge/surcredit for Rate Years Two and Three, subject to the offsetting cost reductions resulting from the COVID-19 pandemic, starting on July 1, 2022.

Customer Arrearages Reduction Order

On June 16, 2022, the NYPSC issued an order authorizing an arrears reduction program targeting low-income customers to provide COVID-19-related relief through a one-time bill credit to eliminate accrued arrears through May 1, 2022. A portion of the targeted arrearages will be funded via direct contributions from the State of New York, and the remainder to be received via a surcharge to all customers. The surcharge recovery is over five years for RG&E and three years for NYSEG beginning on August 1, 2022.

Inflation Reduction Act

In August 2022, the Inflation Reduction Act, or IRA, was enacted which includes the following key summary provisions: 1) a 15% Corporate Alternative Minimum Tax, or CAMT, that allows an offset of up to 75% with existing tax credit carryforwards, 2) excise tax applicable to certain stock repurchases including ordinary buy backs and open market repurchases, 3) extension and expansion of clean energy credits and incentives, and 4) indefinite carryover of the CAMT. This legislation also provides transferability opportunities for certain newly generated credits as well as a direct pay option. At this time, we expect to be subjected to the 15% CAMT and to benefit from the extension of clean energy credits and incentives beginning in 2023. In the third quarter of 2022, we released our federal valuation allowance because we expect to be a CAMT payer which will allow us to utilize certain tax attributes that were previously expected to expire due to their carryforward limits. We are expecting additional guidance from the Internal Revenue Service on the specific provisions and interpretations of the IRA which will be implemented once published.

Results of Operations

The following tables set forth financial information by segment for each of the periods indicated:


	Three Months Ended								Three Months Ended
	September 30, 2022								September 30, 2021
	Total		Networks		Renewables		Other(1)		Total		Networks		Renewables		Other(1)
	(in millions)
Operating Revenues	$	1,838	$	1,546	$	293	$	(1)	$	1,598	$	1,357	$	243	$	(2)
Operating Expenses
Purchased power, natural gas and fuel used	535		479		56		—		319		288		31		—
Operations and maintenance	758		621		136		1		727		615		109		3
Depreciation and amortization	279		166		113		—		259		156		103		—
Taxes other than income taxes	154		139		15		—		155		140		18		(3)
Total Operating Expenses	1,726		1,405		320		1		1,460		1,199		261		—
Operating Income	112		141		(27)		(2)		138		158		(18)		(2)
Other Income (Expense)
Other income (expense)	18		19		3		(4)		13		15		—		(2)
Earnings (losses) from equity method investments	2		3		(1)		—		(1)		3		(4)		—
Interest expense, net of capitalization	(76)		(60)		(2)		(14)		(70)		(51)		—		(19)
Income (Loss) Before Income Tax	56		103		(27)		(20)		80		125		(22)		(23)
Income tax expense (benefit)	(50)		13		(56)		(7)		(24)		8		(26)		(6)
Net Income (Loss)	106		90		29		(13)		104		117		4		(17)
Net (income) loss attributable to noncontrolling interests	(1)		(1)		—		—		7		(1)		8		—
Net Income (Loss) Attributable to Avangrid, Inc.	$	105	$	89	$	29	$	(13)	$	111	$	116	$	12	$	(17)


	Nine Months Ended								Nine Months Ended
	September 30, 2022								September 30, 2021
	Total		Networks		Renewables		Other(1)		Total		Networks		Renewables		Other(1)
	(in millions)
Operating Revenues	$	5,765	$	4,945	$	821	$	(1)	$	5,041	$	4,149	$	894	$	(2)
Operating Expenses
Purchased power, natural gas and fuel used	1,716		1,619		97		—		1,085		973		112		—
Operations and maintenance	2,102		1,728		369		5		2,045		1,665		376		4
Depreciation and amortization	811		491		319		1		756		461		294		1
Taxes other than income taxes	501		447		53		1		480		432		54		(6)
Total Operating Expenses	5,130		4,285		838		7		4,366		3,531		836		(1)
Operating Income	635		660		(17)		(8)		675		618		58		(1)
Other Income (Expense)
Other income (expense)	38		40		5		(7)		48		47		1		—
Earnings (losses) from equity method investments	261		8		253		—		4		10		(6)		—
Interest expense, net of capitalization	(226)		(171)		(8)		(47)		(218)		(157)		—		(61)
Income (Loss) Before Income Tax	708		537		233		(62)		509		518		53		(62)
Income tax expense (benefit)	14		65		(35)		(16)		—		74		(56)		(18)
Net Income (Loss)	694		472		268		(46)		509		444		109		(44)
Net loss (income) attributable to noncontrolling interests	40		(2)		42		—		34		(2)		36		—
Net Income (Loss) Attributable to Avangrid, Inc.	$	734	$	470	$	310	$	(46)	$	543	$	442	$	145	$	(44)

(1)"Other" represents Corporate and intersegment eliminations.

Comparison of Period to Period Results of Operations

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Operating Revenues

Our operating revenues increased by $240 million, or 15%, from $1,598 million for the three months ended September 30, 2021 to $1,838 million for the three months ended September 30, 2022, as detailed by segment below:

Networks

Operating revenues increased by $189 million, or 14%, from $1,357 million for the three months ended September 30, 2021 to $1,546 million for the three months ended September 30, 2022. Electricity and gas revenues increased by $19 million, primarily due to rate increases in New York effective December 1, 2020, $21 million unfavorable impact from decreased deferrals, mainly driven by transmission true ups and adjustments to revenue decoupling in the period. Electricity and gas revenues changed due to an increase of $191 million in purchased power and purchased gas (offset in purchased power) driven by higher average pricing in commodities in the period.

Renewables

Operating revenues increased by $50 million, or 21%, from $243 million for the three months ended September 30, 2021 to $293 million for the three months ended September 30, 2022. The increase in operating revenue is primarily driven by favorable MtM changes of $15 million on energy derivative transactions entered into for economic hedging purposes, increase of $43 million in merchant prices and power trading driven mainly by higher demand and favorable average prices in the third quarter of 2022 compared to the same period of 2021, offset by decrease of $8 million from production, including new assets in service and curtailment payments in the current period.

Purchased Power, Natural Gas and Fuel Used

Our purchased power, natural gas and fuel used increased by $216 million, or 68%, from $319 million for the three months ended September 30, 2021 to $535 million for the three months ended September 30, 2022, as detailed by segment below:

Networks

Purchased power, natural gas and fuel used increased by $191 million, or 66%, from $288 million for the three months ended September 30, 2021 to $479 million for the three months ended September 30, 2022. The increase is primarily driven by a $191 million increase in average commodity prices and an overall increase in electricity and gas units procured due to higher degree days in the period.

Renewables

Purchased power, natural gas and fuel used increased by $25 million, or 81%, from $31 million for the three months ended September 30, 2021 to $56 million for the three months ended September 30, 2022. The increase is primarily due to unfavorable MtM changes on derivatives of $27 million due to market price changes in the period, offset by a decrease of $2 million in power and gas purchases due to lower average prices in the current period.

Operations and Maintenance

Operations and maintenance expenses increased by $31 million, or 4%, from $727 million for the three months ended September 30, 2021 to $758 million for the three months ended September 30, 2022, as detailed by segment below:

Networks

Operations and maintenance expenses increased by $6 million, or 1%, from $615 million for the three months ended September 30, 2021 to $621 million for the three months ended September 30, 2022. The increase is driven by increased business costs of $10 million, increase of $5 million in uncollectible expenses driven primarily by higher bad debt provisions in New York, offset by $9 million decrease in personnel expenses primarily driven by higher capitalized cost in the period.

Renewables

Operations and maintenance expenses increased by $27 million, or 25%, from $109 million for the three months ended September 30, 2021 to $136 million for the three months ended September 30, 2022. The increase is primarily due to a $2 million increase from the write-off of certain development projects, an increase of $5 million driven by settlement of liquidated damage claims recorded in the third quarter of 2021, $6 million increase driven by unfavorable changes in valuation of renewable energy certificates in the period, $1 million increase in personnel costs driven primarily by increase in headcount in the period and $13 million increase in other operating costs primarily driven by increase in corporate charges in the period.

Depreciation and Amortization

Depreciation and amortization for the three months ended September 30, 2022 was $279 million compared to $259 million for the three months ended September 30, 2021, representing an increase of $20 million. The increase is driven by $20 million from plant additions in Networks and Renewables in the current period.

Other Income (Expense) and Earnings (Losses) from Equity Method Investments

Other income (expense) and equity earnings (losses) decreased by $8 million from $12 million for the three months ended September 30, 2021 to $20 million for the three months ended September 30, 2022. The change is primarily due to a $6 million favorable change in the non-service component of pension expense driven by the revised actuarial studies in Networks (which is partially offset in revenue) and $2 million of favorable equity earnings in the period.

Interest Expense, Net of Capitalization

Interest expense for the three months ended September 30, 2022 and 2021 was $76 million and $70 million, respectively. The change is primarily due to an increase of $3 million of interest expense at Networks from increased debt in the current period, $2 million increase in interest expense at Renewables driven by a higher outstanding debt balance and interest rates in the period and $1 million increase in Other mainly driven by increase in outstanding balance under commercial paper program in the current period.

Income Tax Expense

The effective tax rates, inclusive of federal and state income tax, for the three months ended September 30, 2022 and 2021, were (89.3)% and (30.0)%, respectively, which are lower than the federal statutory tax rate of 21%, primarily due to the recognition of production tax credits associated with wind production, the effect of the excess deferred tax amortization resulting from the Tax Act, the equity component of allowance for funds used during construction and the release of our federal valuation allowance in the third quarter of 2022 as a result of the Inflation Reduction Act enacted in August 2022 that will permit us to utilize tax attributes that were previously expected to expire.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Operating Revenues

Our operating revenues increased by $724 million, or 14%, from $5,041 million for the nine months ended September 30, 2021 to $5,765 million for the nine months ended September 30, 2022, as detailed by segment below:

Networks

Operating revenues increased by $796 million, or 19%, from $4,149 million for the nine months ended September 30, 2021 to $4,945 million for the nine months ended September 30, 2022. Electricity and gas revenues increased by $78 million, primarily due to rate increases in New York effective December 1, 2020 and $9 million increase in late payment fees. Electricity and gas revenues changed due to the following items that have offsets within the income statement: an increase of $646 million in purchased power and purchased gas (offset in purchased power) driven by higher average pricing in commodities in the period and an increase of $63 million in flow through amortizations (offset in operating expenses).

Renewables

Operating revenues decreased by $73 million, or 8%, from $894 million for the nine months ended September 30, 2021, to $821 million for the nine months ended September 30, 2022. The decrease in operating revenues was primarily due to a $128 million decrease in merchant prices driven mainly by lower demand as compared to the same period of 2021 when demand was higher during the Texas storm, $4 million from the sale of assets in the second quarter of 2021, offset by favorable MtM changes of $55 million on energy derivative transactions entered for economic hedging purposes and $4 million from production, including new assets in service and curtailment payments in the current period.

Purchased Power, Natural Gas and Fuel Used

Purchased power, natural gas and fuel used increased by $631 million, or 58%, from $1,085 million for the nine months ended September 30, 2021 to $1,716 million for the nine months ended September 30, 2022, as detailed by segment below:

Networks

Purchased power, natural gas and fuel used increased by $646 million, or 66%, from $973 million for the nine months ended September 30, 2021 to $1,619 million for the nine months ended September 30, 2022. The increase is primarily driven by a $646 million increase in average commodity prices and an overall increase in electricity and gas units procured due to higher degree days in the period.

Renewables

Purchased power, natural gas and fuel used decreased by $15 million, or 13%, from $112 million for the nine months ended September 30, 2021 to $97 million for the nine months ended September 30, 2022. The decrease is primarily due to a decrease of $36 million in power and gas purchases due to lower average prices in the nine months of 2022 compared to the same period of 2021, offset by unfavorable MtM changes on derivatives of $21 million driven by market price changes in the period.

Operations and Maintenance

Operations and maintenance expenses increased by $57 million, or 3%, from $2,045 million for the nine months ended September 30, 2021 to $2,102 million for the nine months ended September 30, 2022, as detailed by segment below:

Networks

Operations and maintenance expenses increased by $63 million, or 4%, from $1,665 million for the nine months ended September 30, 2021 to $1,728 million for the nine months ended September 30, 2022. The increase is driven by increased business costs of $29 million, offset by a $22 million decrease in uncollectible expenses driven primarily by the arrearages order in New York, a $5 million of decreased personnel expenses primarily driven by higher capitalized cost in the period and $2 million of other decreases. In addition, there were increases of $63 million in flow-through amortizations (which is offset in revenue).

Renewables

Operations and maintenance expenses decreased by $7 million, or 2%, from $376 million for the nine months ended September 30, 2021 to $369 million for the nine months ended September 30, 2022. The decrease is primarily due to a $16 million bad debt provision recorded in the nine months of 2021 driven by an increase in uncollectible expenses during the Texas storm, decrease of $18 million primarily driven by the write-off of certain development projects in the same period of 2021, offset by an increase of $5 million driven by settlement of liquidated damage claims recorded in the third quarter of 2021, $14 million increase in personnel costs driven primarily by increase in headcount in the period and $8 million increase in other operating costs primarily driven by increase in corporate charges in the period.

Depreciation and Amortization

Depreciation and amortization for the nine months ended September 30, 2022 was $811 million compared to $756 million for the nine months ended September 30, 2021, an increase of $55 million. The increase is driven by $49 million from plant additions in Networks and Renewables in the period and $6 million increase driven by amortization of a deferred gain recorded in the nine months of 2021.

Other Income (Expense) and Earnings (Losses) from Equity Method Investments

Other income (expense) and equity earnings (losses) increased by $247 million from $52 million for the nine months ended September 30, 2021 to $299 million for the nine months ended September 30, 2022. The increase is primarily due to a $246 million gain recognized in the current period from the offshore joint venture restructuring transaction in Renewables.

Interest Expense, Net of Capitalization

Interest expense for the nine months ended September 30, 2022 and 2021 was $226 million and $218 million, respectively. The change is primarily due to an increase of $9 million of interest expense from increased debt in the current period at Networks.

Income Tax

The effective tax rates, inclusive of federal and state income tax, for the nine months ended September 30, 2022 was 2.0%, which is below the federal statutory tax rate of 21%, primarily due to the recognition of production tax credits associated with wind production, the effect of the excess deferred tax amortization resulting from the Tax Act, the equity component of allowance for funds used during construction, and the release of our federal valuation allowance in the third quarter of 2022 as a result of the Inflation Reduction Act enacted in August 2022 that will permit us to utilize tax attributes that were previously expected to expire, partially offset by the tax on gain from the offshore joint venture restructuring transaction, which is reflected in the first half of 2022. The effective tax rates, inclusive of federal and state income tax, for the nine months ended September 30, 2021 was 0.0%, which was below the federal statutory tax rate of 21%, primarily due to the recognition of production tax credits associated with wind production, the effect of the excess deferred tax amortization resulting from the Tax Act and the equity component of allowance for funds used during construction.

Non-GAAP Financial Measures

To supplement our consolidated financial statements presented in accordance with U.S. GAAP, we consider adjusted net income and adjusted earnings per share, adjusted EBITDA and adjusted EBITDA with Tax Credits as financial measures that are not prepared in accordance with U.S. GAAP. The non-GAAP financial measures we use are specific to AVANGRID and the non-GAAP financial measures of other companies may not be calculated in the same manner. We use these non-GAAP financial measures, in addition to U.S. GAAP measures, to establish operating budgets and operational goals to manage and monitor our business, evaluate our operating and financial performance and to compare such performance to prior periods and to the performance of our competitors. We believe that presenting such non-GAAP financial measures is useful because such measures can be used to analyze and compare profitability between companies and industries by eliminating the impact of certain non-cash charges. In addition, we present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance.

We define adjusted net income as net income adjusted to exclude mark-to-market earnings from changes in the fair value of derivative instruments used by AVANGRID to economically hedge market price fluctuations in related underlying physical transactions for the purchase and sale of electricity, costs incurred in connection with the COVID-19 pandemic and costs incurred related to the PNMR Merger. We believe adjusted net income is more useful in understanding and evaluating actual and projected financial performance and contribution of AVANGRID core lines of business and to more fully compare and explain our results. The most directly comparable U.S. GAAP measure to adjusted net income is net income. We also define adjusted earnings per share, or adjusted EPS, as adjusted net income converted to an earnings per share amount.

We define adjusted EBITDA as adjusted net income adjusted to fully exclude the effects of net (loss) income attributable to noncontrolling interests, income tax expense (benefit), depreciation and amortization, interest expense, net of capitalization, other (income) expense and (earnings) losses from equity method investments. We further define adjusted EBITDA with tax credits as adjusted EBITDA adding back the pre-tax effect of retained Production Tax Credits (PTCs) and Investment Tax Credits (ITCs) and PTCs allocated to tax equity investors. The most directly comparable U.S. GAAP measure to adjusted EBITDA and adjusted EBITDA with tax credits is net income.

The use of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, AVANGRID’s U.S. GAAP financial information, and investors are cautioned that the non-GAAP financial measures are

limited in their usefulness, may be unique to AVANGRID, and should be considered only as a supplement to AVANGRID’s U.S. GAAP financial measures. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

Non-GAAP financial measures are not primary measurements of our performance under U.S. GAAP and should not be considered as alternatives to operating income, net income or any other performance measures determined in accordance with U.S. GAAP.

The following tables provide a reconciliation between Net Income attributable to AVANGRID and non-GAAP measures Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA with Tax Credits by segment for the three and nine months ended September 30, 2022 and 2021, respectively:


	Three Months Ended September 30, 2022								Nine Months Ended September 30, 2022
	Total		Networks		Renewables		Corporate*		Total		Networks		Renewables		Corporate*
	(in millions)								(in millions)
Net Income Attributable to Avangrid, Inc.	$	105	$	88	$	29	$	(13)	$	734	$	470	$	310	$	(46)
Adjustments:
Mark-to-market earnings – Renewables	22		—		22		—		17		—		17		—

Impact of COVID-19	—		—		—		—		2		2		—		—
Merger costs	1		—		—		1		3		—		—		3
Income tax impact of adjustments (1)	(6)		—		(6)		—		(6)		—		(4)		(1)
Adjusted Net Income (2)	$	122	$	89	$	45	$	(13)	$	749	$	471	$	322	$	(44)

Net (loss) income attributable to noncontrolling interests	1		1		—		—		(40)		2		(42)		—
Income tax expense (benefit)	(44)		13		(50)		(7)		20		65		(31)		(15)
Depreciation and amortization	279		166		113		—		811		491		319		1
Interest expense, net of capitalization	76		60		2		14		226		171		8		47
Other (income) expense	(18)		(19)		(3)		4		(38)		(40)		(5)		7
(Earnings) losses from equity method investments	(2)		(3)		1		—		(261)		(8)		(253)		—
Adjusted EBITDA (3)	$	414	$	306	$	108	$	(1)	$	1,467	$	1,153	$	319	$	(4)

Retained PTCs and ITCs	32		—		32		—		123		—		123		—
PTCs allocated to tax equity investors	25		—		25		—		89		—		89		—
Adjusted EBITDA with Tax Credits (3)	$	470	$	306	$	165	$	(1)	$	1,679	$	1,153	$	531	$	(4)


	Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021
	Total		Networks		Renewables		Corporate*		Total		Networks		Renewables		Corporate*
	(in millions)								(in millions)
Net Income Attributable to Avangrid, Inc.	$	111	$	116	$	12	$	(17)	$	543	$	442	$	145	$	(44)
Adjustments:
Mark-to-market earnings – Renewables	9		—		9		—		50		—		50		—

Impact of COVID-19	19		18		—		—		33		33		—		—
Merger costs	3		—		—		3		6		—		—		6
Income tax impact of adjustments (1)	(8)		(5)		(2)		(1)		(24)		(9)		(13)		(2)
Adjusted Net Income (2)	$	133	$	130	$	18	$	(15)	$	609	$	467	$	182	$	(39)

Net (loss) income attributable to noncontrolling interests	(7)		1		(8)		—		(34)		2		(36)		—
Income tax expense (benefit)	(16)		13		(25)		(4)		24		83		(43)		(16)
Depreciation and amortization	259		156		103		—		756		461		294		1
Interest expense, net of capitalization	70		51		1		18		218		157		—		61
Other (income) expense	(13)		(15)		—		2		(48)		(47)		(1)		—
(Earnings) losses from equity method investments	1		(3)		4		—		(4)		(10)		6		—
Adjusted EBITDA (3)	$	427	$	333	$	93	$	1	$	1,521	$	1,113	$	402	$	7

Retained PTCs and ITCs	29		—		29		—		132		—		132		—
PTCs allocated to tax equity investors	13		—		13		—		55		—		55		—
Adjusted EBITDA with Tax Credits (3)	$	470	$	333	$	136	$	1	$	1,708	$	1,113	$	589	$	7

(1)Income tax impact of adjustments: 2022 - $(6) million and $(4)million from MtM earnings and $0 and $0 from impact of COVID-19 and $0 and $(1) million from merger costs for the three and nine months ended September 30, 2022, respectively; 2021 - $(2) million and $(13) million from MtM earnings, $(5) million and $(9) million from impact of COVID-19 and $(1) million and $(2) million from merger costs for the three and nine months ended September 30, 2021, respectively.

(2)Adjusted Net Income is a non-GAAP financial measure and is presented after excluding costs incurred in connection with the COVID-19 pandemic, the impact from mark-to-market activities in Renewables and costs incurred related to the PNMR Merger.

(3)Adjusted EBITDA is a non-GAAP financial measure defined as adjusted net income adjusted to fully exclude the effects of net (loss) income attributable to noncontrolling interests, income tax expense (benefit), depreciation and amortization, interest expense, net of capitalization, other (income) expense and (earnings) losses from equity method investments. We further define adjusted EBITDA with tax credits as adjusted EBITDA adding back the pre-tax effect of retained PTCs and ITCs and PTCs allocated to tax equity investors.

* Includes corporate and other non-regulated entities as well as intersegment eliminations.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Adjusted net income

Our adjusted net income decreased by $12 million, or 9%, from $133 million for the three months ended September 30, 2021 to $122 million for the three months ended September 30, 2022. The decrease is due to a $41 million decrease in Networks driven primarily by higher business costs and uncollectible expenses in the period, offset by a $27 million increase in Renewables driven primarily by merchant prices and power trading due to higher demand and favorable average prices in the current period and $2 million increase in Corporate mainly driven by favorable tax expense in the period.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Adjusted net income

Our adjusted net income increased by $140 million, or 23%, from $609 million for the nine months ended September 30, 2021 to $749 million for the nine months ended September 30, 2022. The increase is primarily due to a $140 million increase in Renewables driven by a gain recognized in the current period from the offshore joint venture restructuring transaction, a $5 million increase in Networks driven primarily by rate increases in New York effective December 1, 2020 along with higher business costs in the period, offset by $5 million decrease in Corporate mainly driven by unfavorable tax expense in the period.

The following tables reconcile Net Income attributable to AVANGRID to Adjusted Net Income (non-GAAP), and EPS attributable to AVANGRID to adjusted EPS (non-GAAP) for the three and nine months ended September 30, 2022 and 2021, respectively:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Millions)	2022		2021		2022		2021
Networks	$	88	$	116	$	470	$	442
Renewables	29		12		310		145
Corporate (1)	(13)		(17)		(46)		(44)
Net Income	$	105	$	111	$	734	$	543
Adjustments:
Mark-to-market earnings - Renewables (2)	22		9		17		50


Impact of COVID-19 (3)	—		19		2		33
Merger costs (4)	1		3		3		6
Income tax impact of adjustments	(6)		(8)		(6)		(24)
Adjusted Net Income (5)	$	122	$	133	$	749	$	609


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Networks	$	0.23	$	0.30	$	1.21	$	1.27
Renewables	0.08		0.03		0.80		0.42
Corporate (1)	(0.03)		(0.04)		(0.12)		(0.13)
Net Income	$	0.27	$	0.29	$	1.90	$	1.56
Adjustments:
Mark-to-market earnings - Renewables (2)	0.06		0.02		0.04		0.14


Impact of COVID-19 (3)	—		0.05		—		0.10
Merger costs (4)	—		0.01		0.01		0.02
Income tax impact of adjustments	(0.02)		(0.02)		(0.01)		(0.07)
Adjusted Earnings Per Share (5)	$	0.31	$	0.34	$	1.94	$	1.75

(1)Includes corporate and other non-regulated entities as well as intersegment eliminations.

(2)Mark-to-market earnings relates to earnings impacts from changes in the fair value of Renewables' derivative instruments associated with electricity and natural gas.

(3)Represents costs incurred in connection with the COVID-19 pandemic, mainly related to bad debt provisions.

(4)Pre-merger costs incurred.

(5)Adjusted net income and adjusted earnings per share are non-GAAP financial measures and are presented after excluding costs incurred in connection with the COVID-19 pandemic, the impact from mark-to-market activities in Renewables and costs incurred related to the PNMR Merger.

Liquidity and Capital Resources

Our operations, capital investment and business development require significant short-term liquidity and long-term capital resources. Historically, we have used cash from operations and borrowings under our credit facilities and commercial paper program as our primary sources of liquidity. Our long-term capital requirements have been met primarily through retention of earnings, equity issuances and borrowings in the investment grade debt capital markets. Continued access to these sources of liquidity and capital are critical to us. Risks may increase due to circumstances beyond our control, such as a general disruption of the financial markets and adverse economic conditions.

We and our subsidiaries are required to comply with certain covenants in connection with our respective loan agreements. The covenants are standard and customary in financing agreements, and we and our subsidiaries were in compliance with such covenants as of and throughout the September 30, 2022.

Liquidity Position

We optimize our liquidity within the United States through a series of arms-length intercompany lending arrangements with our subsidiaries and among our regulated utilities to provide for lending of surplus cash to subsidiaries with liquidity

needs, subject to the limitation that the regulated utilities may not lend to unregulated affiliates. These arrangements minimize overall short-term funding costs and maximize returns on the temporary cash investments of the subsidiaries. We have the capacity to borrow up to $3,575 million from the lenders committed to the AVANGRID Credit Facility and $500 million from an Iberdrola Group Credit Facility, each of which are described below.

The following table provides the components of our liquidity position as of September 30, 2022 and December 31, 2021, respectively:


	As of September 30,		As of December 31,
	2022		2021
	(in millions)
Cash and cash equivalents	$	60	$	1,474
AVANGRID Credit Facility	3,575		3,575
Iberdrola Group Credit Facility	500		500
Less: borrowings	(371)		—
Total	$	3,764	$	5,549

AVANGRID Commercial Paper Program

AVANGRID has a commercial paper program with a limit of $2 billion that is backstopped by the AVANGRID Credit Facility (described below). As of September 30, 2022 and October 25, 2022, there was $371 million and $623 million, respectively, of commercial paper outstanding.

AVANGRID Credit Facility

AVANGRID and its subsidiaries, NYSEG, RG&E, CMP, UI, CNG, SCG and BGC, each of which are joint borrowers, have a revolving credit facility with a syndicate of banks, or the AVANGRID Credit Facility, that provides for maximum borrowings of up to $3,575 million in the aggregate, which was executed on November 23, 2021. The agreement contained a commitment from lenders, which expired on April 20, 2022 to increase maximum borrowings to $4,000 million upon the joinder of PNM and TNMP as borrowers under the AVANGRID Credit Facility.

Under the terms of the AVANGRID Credit Facility, each joint borrower has a maximum borrowing entitlement, or sublimit, which can be periodically adjusted to address specific short-term capital funding needs, subject to the maximum limit contained in the agreement. On November 23, 2021, the executed AVANGRID Credit Facility increased AVANGRID's maximum sublimit from $1,500 million to $2,500 million. The AVANGRID Credit Facility contains pricing that is sensitive to AVANGRID’s consolidated greenhouse gas emissions intensity. The Credit Facility also contains negative covenants, including one that sets the ratio of maximum allowed consolidated debt to consolidated total capitalization at 0.65 to 1.00, for each borrower. Under the AVANGRID Credit Facility, each of the borrowers will pay an annual facility fee that is dependent on their credit rating. The initial facility fees will range from 10 to 22.5 basis points. The maturity date for the AVANGRID Credit Facility is November 22, 2026. As of both September 30, 2022 and October 25, 2022, we had no borrowings outstanding under this credit facility.

Since the AVANGRID credit facility is also a backstop to the AVANGRID commercial paper program, the total amount available under the facility as of September 30, 2022 and October 25, 2022, was $3,204 million and $2,952 million, respectively.

Iberdrola Group Credit Facility

AVANGRID has a credit facility with Iberdrola Financiacion, S.A.U., a company of the Iberdrola Group. The facility has a limit of $500 million and matures on June 18, 2023. AVANGRID pays a facility fee of 10.5 basis points annually. As of both September 30, 2022 and October 25, 2022, we had no borrowings outstanding under this credit facility.

Capital Resources

On January 31, 2022, UI issued $150 million aggregate principal amount of unsecured notes maturing in 2032 at a fixed interest rate of 2.25%.

On April 6, 2022, NYSEG issued $67 million aggregate principal amount of Pollution Control Bonds maturing in 2028. The bonds bear a 4.00% fixed coupon and were priced at 104.15% to yield 3.30%.

Capital Requirements

We expect to fund our capital requirements, including, without limitation, any quarterly shareholder dividends and capital investments primarily from the cash provided by operations of our businesses and through the access to the capital markets in the future. We have revolving credit facilities, as described above, to fund short-term liquidity needs and we believe that we will continue to have access to the capital markets as long-term growth capital is needed. To date, the Company has not experienced limitations in our ability to access these sources of liquidity in connection with the COVID-19 pandemic. While taking into consideration the current economic environment, management expects that we will continue to have sufficient liquidity and financial flexibility to meet our business requirements.

We expect to incur approximately $520 million in capital expenditures through the remainder of 2022. This estimate is subject to continuing review and actual capital expenditures may vary significantly. For example, the U.S. Department of Commerce's anti-circumvention petition alleging that solar panels and cells shipped from Vietnam, Thailand, Malaysia and Cambodia could result in higher than expected costs for projects beyond 2022. As a result, the timing and ultimate cost associated with solar panels and cells and related project capital expenditures may vary from our current expectations.

Cash Flows

Our cash flows depend on many factors, including general economic conditions, regulatory decisions, weather, commodity price movements and operating expense and capital spending control.

The following is a summary of the cash flows by activity for the nine months ended September 30, 2022 and 2021, respectively:


	Nine Months Ended
	September 30,
	2022		2021
	(in millions)
Net cash provided by operating activities	$	894	$	994
Net cash used in investing activities	(2,020)		(1,465)
Net cash (used in) provided by financing activities	(288)		418
Net decrease in cash, cash equivalents and restricted cash	$	(1,414)	$	(53)

Operating Activities

The cash from operating activities for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 decreased by $100 million, primarily attributable to a net decrease in current assets and liabilities driven by timing of cash collections and cash disbursements during the period.

Investing Activities

For the nine months ended September 30, 2022, net cash used in investing activities was $2,020 million, which was comprised of $1,940 million of capital expenditures and $168 million of payment for the offshore joint venture restructuring transaction, partially offset by $90 million of contributions in aid of construction.

For the nine months ended September 30, 2021, net cash used in investing activities was $1,465 million, which was comprised of $1,897 million of capital expenditures partially offset by $228 million of other investments and equity method investments, $141 million of distributions received from equity method investments, $53 million of contributions in aid of construction and $6 million of proceeds from the sale of assets.

Financing Activities

For the nine months ended September 30, 2022, financing activities used $288 million in cash reflecting primarily distributions to non-controlling interests of $8 million and dividends of $510 million, offset by a net increase in non-current debt and current notes payable of $93 million and contribution from non-controlling interests of $146 million in the period.

For the nine months ended September 30, 2021, financing activities provided $418 million in cash reflecting primarily proceeds from private placements of $4 billion in connection with share issuance and contribution from non-controlling interests of $141 million in the period, offset by a net decrease in non-current debt, including with affiliate, and current notes payable of $3.3 billion, dividends of $443 million and distributions to non-controlling interests of $9 million.

Off-Balance Sheet Arrangements

There have been no material changes in our off-balance sheet arrangements during the nine months ended September 30, 2022 as compared to those reported for the fiscal year ended December 31, 2021 in our Form 10-K.

Contractual Obligations

There have been no material changes in contractual and contingent obligations during the nine months ended September 30, 2022 as compared to those reported for the fiscal year ended December 31, 2021 in our Form 10-K.

Critical Accounting Policies and Estimates

We have prepared the accompanying condensed consolidated financial statements provided herein in accordance with U.S. GAAP. In preparing the accompanying condensed consolidated financial statements, our management has made certain estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenues and expenses and the disclosures thereof. While we believe that these policies and estimates used are appropriate, actual future events can and often do result in outcomes that can be materially different from these estimates. As of September 30, 2022, the only notable changes to the significant accounting policies described in our Form 10-K for the fiscal year ending December 31, 2021, are with respect to our adoption of the new accounting pronouncements described in the Note 3 of our condensed consolidated financial statements for the nine months ended September 30, 2022.

New Accounting Standards

We review new accounting standards to determine the expected financial effect, if any, that the adoption of each such standard will have. The new accounting pronouncements we have adopted as of January 1, 2022, and reflected in our condensed consolidated financial statements are described in Note 3 of our condensed consolidated financial statements for the nine months ended September 30, 2022.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains a number of forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),” “forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about our plans, objectives and intentions, outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition of the business and other statements that are not historical facts. Such statements are based upon the current reasonable beliefs, expectations, and assumptions of our management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors are discussed and should be reviewed in our Form 10-K and other subsequent filings with the SEC. Specifically, forward-looking statements include, without limitation:

•the future financial performance, anticipated liquidity and capital expenditures;

•actions or inactions of local, state or federal regulatory agencies;

•the ability to recruit and retain a highly qualified and diverse workforce in the competitive labor market;

•changes in amount, timing or ability to complete capital projects;

•adverse developments in general market, business, economic, labor, regulatory and political conditions including, without limitation, the impacts of inflation, deflation, supply-chain interruptions and changing prices and labor costs, including the Department of Commerce's anti-circumvention petition that could adversely impact renewable solar energy projects;

•the impacts of climate change, fluctuations in weather patterns and extreme weather events;

•technological developments;

•the impact of extraordinary external events, such as any cyber breaches or other incidents, grid disturbances, acts of war or terrorism, civil or social unrest, natural disasters, pandemic health events or other similar occurrences, including the ongoing geopolitical conflict with Russia and Ukraine;

•the impact of any change to applicable laws and regulations, including those subject to referendums and legal challenges, affecting the ownership and operations of electric and gas utilities and renewable energy generation facilities, respectively, including, without limitation, those relating to the environment and climate change, taxes, price controls, regulatory approval and permitting;

•our ability to close the proposed Merger (as defined in "Note 1 - Background and Nature of Operations" to the accompanying unaudited condensed consolidated financial statements under Part I, Item 1 of this report), the anticipated timing and terms of the proposed Merger, our ability to realize the anticipated benefits of the proposed Merger and our ability to manage the risks of the proposed Merger;

•the COVID-19 pandemic, its impact on business and economic conditions, including but not limited to impacts from consumer payment behavior and supply chain delays, and the pace of recovery from the pandemic;

•the implementation of changes in accounting standards;

•adverse publicity or other reputational harm; and

•other presently unknown unforeseen factors.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Other risk factors are detailed from time to time in our reports filed with the SEC, and we encourage you to consult such disclosures.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk during the nine months ended September 30, 2022, as compared to those reported for the fiscal year ended December 31, 2021 in our Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly

Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control

There has been no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Please read “Note 8—Contingencies” and “Note 9—Environmental Liabilities” to the accompanying unaudited condensed consolidated financial statements under Part I, Item 1 of this report for a discussion of legal proceedings that we believe could be material to us.

Item 1A. Risk Factors

Shareholders and prospective investors should carefully consider the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2021. The only significant changes to our risk factors relate to following items:

There is a risk new tariffs imposed on imported goods could result in, among other items, increases in capital expenditures in projects, negative impacts of expected returns, impacts to the completion and delivery of projects, abandonment of the development on projects, which could have a material effect on AVANGRID's business, financial condition, and results of operations.

Changes in tariffs may affect the final cost of a significant portion of capital expenses in projects, with renewable projects being more exposed. Tariffs have been imposed in the recent years to imports of solar panels, aluminum and steel, among other goods or raw materials. Currently, the Department of Commerce, or DOC, is conducting an inquiry into an anti-circumvention petition alleging that solar panels and cells shipped from Vietnam, Thailand, Malaysia and Cambodia have circumvented tariffs imposed on Chinese solar panels and cells. The petition calls for anti-dumping and countervailing duties to be applied to solar panels and cells and could be retroactive to the filing date. In June, 2022, the Administration put a 24-month freeze on any potential tariff resulting from the anti-circumvention investigation. Despite the 24-month freeze, there is uncertainty around the final resolution by the DOC and related long-term effects to the solar panel supply chain, meaning that we currently cannot predict if there will be materially adverse impacts to our business, results of operations or financial condition. If imposed, this tariff could affect, among other items, capital expenditures, expected returns on approved projects, completion and delivery of projects, and abandonment of the development on projects and associated contracts, including related costs.

AVANGRID is subject to substantial regulation by federal, state and local regulatory agencies and our business, results of operations and prospects may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.

AVANGRID’s operations are subject to, and influenced by, complex and comprehensive federal, state and local regulation and legislation. This is impactful for all areas of the business but particularly in the emerging development of offshore and solar generation. In late March, the House passed the Coast Guard Authorization Act of 2022 and in mid-July the House passed the National Defense Authorization Act. If enacted, the bills may only allow foreign vessels to operate on the Outer Continental Shelf if they have (a) a U.S. crew or (b) the crew of the nation of which the vessel is from. If passed, this legislation could affect expected timelines and returns on approved projects. Additionally, legislation seeking to block the import of products made with forced labor in certain areas of China could prevent some suppliers from importing, among other products, solar panels into the U.S. or cause significant delay in panel delivery. This legislation could have an impact on solar project development, construction activities and project returns.

Russian forces launched an invasion of Ukraine on February 24, 2022. This action could exacerbate existing risk factors highlighted in our Form 10-K for the fiscal year ended December 31, 2021.

The recent geopolitical developments may further intensify risk factors highlighted in our Form 10-K for the fiscal year ended December 31, 2021 including, but not limited to, risks around inflation, supply chain delays and heightened cybersecurity threats.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following documents are included as exhibits to this Form 10-Q:


Exhibit Number						Description

10.1						Separation Agreement and Release, dated September 8, 2022, between Avangrid Management Company, LLC and Dennis V. Arriola.†

31.1						Chief Executive Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Chief Financial Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32						Certification pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS						XBRL Instance Document.*

101.SCH						XBRL Taxonomy Extension Schema Document.*

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB						XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.*

*Filed herewith.

†Compensatory plan or agreement.

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 thereunto duly authorized.


		Avangrid, Inc.

Date: October 26, 2022	By:	/s/ Pedro Azagra Blázquez
		Pedro Azagra Blázquez
		Director and Chief Executive Officer


Date: October 26, 2022	By:	/s/ Patricia S. Cosgel
		Patricia S. Cosgel
		Senior Vice President - Chief Financial Officer