Contingencies | Contingencies 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 likely 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, Massachusetts Department of Public Utilities, Connecticut Public Utilities Regulatory Authority, 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 complaint (Complaint I) with the FERC pursuant to sections 206 and 306 of the Federal Power Act. The filing parties sought an order from the FERC reducing the 11.14% base ROE used in calculating formula rates for transmission service under the ISO-New England Open Access Transmission Tariff (OATT) to 9.2% . CMP, MEPCO and UI are New England Transmission Owners (NETOs) with assets and service rates that are governed by the OATT and will thereby be affected by any FERC order resulting from the filed complaint. On June 19, 2014, the FERC issued its decision in Complaint I, establishing an ROE methodology and setting an issue for a paper hearing. On October 16, 2014, the FERC issued its final 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, and ordered the NETOs to file a refund report. On November 17, 2014, the NETOs filed the requested refund report. On March 3, 2015, the FERC issued an order on requests for rehearing of its October 16, 2014 decision. The March order upheld the FERC’s June 19, 2014 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. In June 2015, the NETOs and complainants both filed an appeal of the FERC’s final order in the U.S. Court of Appeals for the District of Columbia (the Court). On April 14, 2017, the Court vacated FERC’s decision on Complaint I and remanded it to the FERC. The Court held that the FERC, as directed by statute, did not determine first that the existing ROE was unjust and unreasonable before determining a new ROE. The Court ruled that the FERC should have first determined that the then existing 11.14% base ROE was unjust and unreasonable before selecting the 10.57% as the new base ROE. The Court also found that the FERC did not provide reasoned judgment as to why an ROE of 10.57% at the midpoint of the upper end of the zone of reasonableness is a just and reasonable ROE. Instead, FERC had only explained in its order that the midpoint of 9.39% was not just and reasonable and a higher base ROE was warranted. On June 5, 2017, the NETOs made a filing with the FERC seeking to reinstate transmission rates to the status quo ante (effect of the Court vacating order is to return the parties to the rates in effect prior to the FERC final decision) as of June 8, 2017, the date the Court decision became effective. In that filing, the NETOs stated that they will not begin billing at the higher rates until 60 days after the FERC has a quorum of commissioners. On October 6, 2017, the FERC issued an order rejecting the NETOs request to collect transmission revenue requirements at the higher ROE of 11.14% , pending a FERC order on remand. In reaching this decision, the FERC stated that it has broad remedial authority to make whatever ROE it eventually determines to be just and reasonable effective for the Complaint I refund period and prospectively from October 2014, the effective date of the Complaint I Order. Therefore, the FERC reasoned that the NETOs will not be harmed financially by not immediately returning to their pre-Complaint I ROE. On December 26, 2012, a second ROE complaint (Complaint II) for a subsequent rate period was filed requesting the then effective ROE of 11.14% be reduced to 8.7% . On June 19, 2014, the FERC accepted Complaint II, established a 15 -month refund effective date of December 27, 2012, and set the matter for hearing using the methodology established in Complaint I. On July 31, 2014, a third ROE complaint (Complaint III) was filed for a subsequent rate period requesting the then effective ROE of 11.14% be reduced to 8.84% . On November 24, 2014, the FERC accepted Complaint III, established a 15 -month refund effective date of July 31, 2014, and consolidated this matter with Complaint II for hearing in June 2015. Hearings relating to the refund periods and going forward period were held in June 2015 on Complaints II and III before a FERC administrative law judge. On July 29, 2015, post-hearing briefs were filed by parties and on August 26, 2015 reply briefs were filed by parties. On July 13, 2015, the NETOs filed a petition for review of the FERC’s orders establishing hearing and consolidation procedures for Complaints II and III with the Court. The FERC administrative law judge issued an Initial Decision on March 22, 2016. The Initial Decision determined that: (1) for the 15 -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 15 -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 is the FERC 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 final 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 $23.2 million and $4.4 million , respectively, as of September 30, 2018 , which has not changed since December 31, 2017, 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 $17.1 million , which is based upon currently available information for these proceedings. On April 29, 2016, a fourth ROE complaint (Complaint IV) was filed for a rate period subsequent to prior complaints requesting the then existing base ROE of 10.57% be reduced to 8.61% and the ROE Cap be set at 11.24% . The NETOs filed a response to the Complaint IV on June 3, 2016. On September 20, 2016, the FERC accepted the Complaint IV, established a 15 -month refund effective date of April 29, 2016, and set the matter for hearing and settlement judge procedures. In April 2017, the NETOs filed for a stay in the hearings pending the FERC taking action on the Court order described above. That request was denied by the FERC administrative law judge. On November 21, 2017, the parties submitted updates to their ROE analyses and recommendations with the NETOs continuing to advocate that the existing base ROE of 10.57% should remain in effect. Hearings were held in December 2017. On March 27, 2018, the FERC administrative law judge issued an initial decision rejecting Complaint IV, finding the currently-filed base ROE of 10.57% , which, with incentive adders, may reach a maximum ROE of 11.74% , is not unjust and unreasonable, and hence is not unlawful. Briefs on Exceptions to the FERC administrative law judge’s initial decision were filed on April 26, 2018, and Briefs Opposing Exceptions were filed on May 23, 2018. The FERC has not yet issued its final decision in this docket. On October 5, 2017 , the NETOs filed a Motion for Dismissal of Pancaked Return on Equity Complaints in light of the decision by the Court in April 2017 that became effective on June 8, 2017. The NETOs assert that all four complaints should be dismissed because the complainants have not shown that the existing ROE of 11.14% is unjust and unreasonable as the Court decision requires. In addition, the NETOs assert that Complaints II, III and IV should also be dismissed because the Court decision implicitly found that the FERC’s acceptance of Pancaked FPA Section 206 complaints was statutorily improper as Congress intended that the 15 -month refund period under Section 206 applies whenever the FERC does not complete its review of a complaint within the 15 -month period. In the event the FERC chooses not to dismiss the complaints, the NETOs request that the FERC consolidate the complaints for decision as the evidentiary records are either closed or advanced enough for the FERC to address the requirements of the Court decision and expeditiously issue a final order. The FERC has not yet ruled on this Motion. We cannot predict the outcome of this proceeding. 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 FERC (the October 2018 Order). The FERC proposes to use this new methodology to resolve Complaints I, II, III, and IV filed by the New England state consumer advocates. The new proposed ROE methodology set forth in the October 2018 Order considers more than just the two-step discounted cash flow (DCF) analysis adopted in the FERC order on Complaint I vacated by the Court. The new proposed ROE methodology uses three financial analyses (i.e., DCF, the capital-asset pricing model, and the expected earnings analysis) to produce a range of returns to narrow the zone of reasonableness when assessing whether a complainant has met its initial burden of demonstrating that the utility’s existing ROE is unjust and unreasonable. The new proposed ROE methodology establishes a range of just and reasonable ROEs of 9.60% to 10.99% and proposes a just and reasonable base ROE of 10.41% with a new ROE cap of 13.08% . The October 2018 Order directs the NETOs to file briefs with objections and rates consistent with the proposed methodology in all four Complaints by December 17, 2018. We cannot predict the outcome of this proceeding. New York State Department of Public Service Investigation of the Preparation for and Response to the March 2017 Windstorm On March 11, 2017, the New York State Department of Public Service (the Department) commenced an investigation of NYSEG’s and RG&E’s preparation for and response to the March 2017 windstorm, which affected more than 219,000 NYSEG and RG&E customers. The Department Staff issued a report (the Staff Report) of the findings from their investigation on November 16, 2017. The Staff Report made several recommendations for future storm response and also alleged that NYSEG and RG&E had violated their own emergency response plan in a number of respects. Also on November 16, 2017, the NYPSC issued an Order Instituting Proceeding and to Show Cause (the Order) requiring the companies to address whether the NYPSC should mandate, reject or modify, in whole or in part the recommendations made in the Staff Report. The Order also required the companies to show cause why the NYPSC should not commence an administrative penalty proceeding. On May 18, 2018, NYSEG and RG&E filed a settlement joint proposal and investment joint proposal before the NYPSC to settle potential penalties and avoid litigation related to the March 2017 windstorm, pursuant to which, among other things, NYSEG and RG&E have agreed to make $3.9 million in investments in 2018 designed to increase resiliency and improve emergency response in the areas impacted by the storm. The investments will not be reflected in rate base or operating expenses in establishing future delivery rates. The joint proposals are subject to public comment and NYPSC approval. We cannot predict the final outcome of this matter. New York State Department of Public Service Investigation of the Preparation for and Response to the March 2018 Winter Storms In March 2018, following two severe winter storms that impacted over more than a million electric utility customers in New York, including 520,000 NYSEG and RG&E customers, the NYPSC initiated a comprehensive investigation of all the New York electric utilities’ preparation and response to those events. The investigation has been expanded to include other 2018 New York spring storm events. We cannot predict the final outcome of this matter. 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 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 to by 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. We cannot predict the outcome of this proceeding. Class Actions Regarding LDC Gas Transportation Service on Algonquin Gas Transmission Breiding et al. v. Eversource and Avangrid - Class Action . On November 16, 2017, a class action lawsuit was filed in the U.S. District Court for the District of Massachusetts on behalf of customers in New England against the Company and Eversource alleging that certain of their respective subsidiaries that take gas transportation service over the Algonquin Gas Transmission (AGT), which for AVANGRID would be its indirect subsidiaries SCG and CNG, engaged in pipeline capacity scheduling practices on AGT that resulted in artificially increased electricity prices in New England. These allegations were based on the conclusions of a White Paper issued by the Environmental Defense Fund (EDF), an environmental advocacy organization, on October 10, 2017, purporting to analyze the relationship between the New England electricity market and the New England local gas distribution companies. The plaintiffs assert claims under federal antitrust law, state antitrust, unfair competition and consumer protection laws, and under the common law of unjust enrichment. They seek damages, disgorgement, restitution, injunctive relief, and attorney fees and costs. The Company filed a Motion to Dismiss all of the claims on January 29, 2018. On February 27, 2018, the FERC released the results of a FERC staff inquiry into the pipeline capacity scheduling practices on the AGT. The inquiry arose out of the allegations made by the EDF in its White Paper. FERC announced that, based on an extensive review of public and non-public data, it had determined that the EDF study was flawed and led to incorrect conclusions. FERC also stated that the staff inquiry revealed no evidence of anticompetitive withholding of natural gas pipeline capacity on the AGT and that it would take no further action on the matter. On March 28, 2018, the plaintiffs filed a consolidated amended complaint, repeating the prior claims, except omitting the common law claim of unjust enrichment. On April 27, 2018, the Company filed a Motion to Dismiss all of the claims based on federal preemption and lack of any evidence of antitrust behavior, citing, among other reasons, the results of the FERC staff inquiry conclusion. The plaintiffs filed opposition to the motion to dismiss on May 25, 2018. The U.S. District Court for the District of Massachusetts held a hearing on the motion on August 1, 2018. On September 11, 2018, the District Court granted the Company’s Motion and dismissed all claims. On October 10, 2018, the plaintiffs filed a notice of appeal. We cannot predict the outcome of this appeal. PNE Energy Supply LLC v. Eversource Energy and Avangrid, Inc. - Class Action . On August 10, 2018, PNE Energy Supply LLC, a competitive energy supplier located in New England that purchases electricity in the day-ahead and real time wholesale electric market, filed a civil antitrust action, on behalf of itself and those similarly situated, against the Company and Eversource alleging that their respective gas subsidiaries illegally manipulated the supply of pipeline capacity in the “secondary capacity market” in order to artificially inflate New England natural gas and electricity prices. These allegations were also based on the conclusions of the White Paper issued by EDF. The plaintiff claims to represent entities who purchased electricity directly in the wholesale electricity market that it claims was targeted by the alleged anticompetitive conduct of Eversource and the Company. On September 28, 2018, the Company filed a Motion to Dismiss all of the claims based on federal preemption and lack of any evidence of antitrust behavior, citing, among other reasons, the results of the FERC staff inquiry and the dismissal of the related case, "Breiding et al. v. Eversource and Avangrid," by the same Court in September. The plaintiffs filed opposition to the motion to dismiss on October 26, 2018. We cannot predict the outcome of this class action lawsuit. Guarantee Commitments to Third Parties As of September 30, 2018 , we had approximately $2.6 billion of standby letters of credit, surety bonds, guarantees and indemnifications outstanding. These instruments provide financial assurance to the business and trading partners of AVANGRID and its subsidiaries 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, 2018 , neither we nor our subsidiaries have any liabilities recorded for these instruments. |