AVANGRID, INC. Rapport de gestion et analyse de la situation financière et des résultats d’exploitation (formulaire 10-Q)

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.

Aperçu

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 8.9 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 March 31, 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;

• La United Illuminating Company, ou UI, qui dessert les clients électriques du sud-ouest Connecticut;

• Central Maine Power Company, ou CMP, qui dessert les clients électriques du centre et du sud Maine;

• La Southern Connecticut Gas Company, ou SCG, qui dessert les clients du gaz naturel dans Connecticut;

•Connecticut Natural Gas Corporation, ou CNG, qui dessert les clients de gaz naturel dans Connecticut;

• La Berkshire Gas Company, ou BGC, qui dessert les clients de gaz naturel dans l’ouest Massachusetts; et

• Maine Natural Gas Corporation, ou MNG, qui dessert des clients de gaz naturel dans plusieurs communautés du centre et du sud Maine.

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Renewables has a combined wind, solar and thermal installed capacity of 8,869
megawatts, or MW, as of March 31, 2022, including Renewables' share of joint
projects, of which 7,956 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 March 31, 2022, approximately 73% of the capacity
was contracted with PPAs for an average period of approximately 9 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 March 31,
2022, Renewables strives to lead the transformation of the U.S. energy industry
to a sustainable, competitive, clean energy future. Renewables installed
capacity includes 66 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, more than 150 defendants including
certain Renewables subsidiaries in Texas were named in a civil petition filed in
Texas state court by more than 160 plaintiffs alleging a variety of legal
theories, including negligence and gross negligence, product liability and
strict liability, strict liability-abnormally dangerous activity, negligent
misrepresentation, misrepresentation, fraud, civil conspiracy, breach of
continuing duty to warn, breach of express warranties and breach of implied
warranty of fitness for a particular purpose. A second lawsuit was filed in
Texas state court in April 2021 naming more than a hundred defendants including
certain Renewables subsidiaries in Texas based on similar theories of liability.
A third matter, filed by a number of insurance carriers on subrogation grounds
against several generators including one of Renewables' subsidiaries was filed
in January 2022. We have not been served in this new litigation. We cannot
predict the outcome of this matter.

Projet de fusion avec 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
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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. The Answer Brief is
currently due on June 13, 2022, and the Reply Brief is currently due on July 5,
2022 (pending any extensions granted to the parties). 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 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,
including the payment of the aggregate Merger Consideration.

Environnement de travail

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. 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. We have not yet experienced a materially adverse
impact to our business, results of operations or financial condition, however,
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,
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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. 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.
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; however, given the uncertainty of the resolution by the DOC and
related effects to the solar panel supply chain, we currently cannot predict if
there will be materially adverse impacts to our business, results of operations
or financial condition.

Sommaire des résultats d’exploitation

Nos revenus d’exploitation ont augmenté de 8 %, passant de 1 966 millions de dollars pour les trois mois terminés 31 mars 2021 pour 2 133 millions de dollars pour les trois mois terminés 31 mars 2022.

Networks business revenues increased mainly due to rate increases in New York
effective December 1, 2020. Renewables revenues decreased mainly due to a
decrease in merchant prices driven mainly by lower demand as compared to the
first quarter of 2021 when demand was higher during the Texas storm.

Net income attributable to AVANGRID increased by 33% from $334 million for the
three months ended March 31, 2021 to $445 million for the three months ended
March 31, 2022, primarily due to higher Networks revenues from the New York rate
case activity and a gain recognized in the current period from the offshore
joint venture restructuring transaction in Renewables.

Adjusted net income (a non-GAAP financial measure) increased by 27% from $354
million for the three months ended March 31, 2021 to $450 million for the three
months ended March 31, 2022. The increase is primarily due to a $88 million
increase in Renewables driven by a gain recognized in the current period from
the offshore joint venture restructuring transaction, a $25 million increase in
Networks driven primarily by rate increases in New York effective December 1,
2020, offset by $17 million decrease in Corporate mainly driven by unfavorable
tax expense in the period.

Pour plus d’informations et le rapprochement du résultat net ajusté non conforme aux PCGR avec le résultat net attribuable à AVANGRIDvoir “-Mesures financières non conformes aux PCGR”.

Voir “-Résultats d’exploitation” pour une analyse plus approfondie de nos résultats d’exploitation pour le trimestre.

Mise à jour législative et réglementaire

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.

Déconnexions clients

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.

Enquête sur la mesure et la facturation CMP

On February 19, 2020, the MPUC issued an order in CMP's distribution rate case
proceeding and on February 24, 2020 issued an order in the metering and billing
investigation. Each order reflected the MPUC's conclusion that CMP's Metering
and Billing system is accurately reporting data, there is no systemic root cause
for high usage complaints and errors related to CMP's metering and billing
system are localized and random, not systemic. However, the MPUC orders imposed
a reduction of 100 basis points in ROE, as a management efficiency adjustment,
to address the MPUC Commissioners' concerns with CMP's customer service
implementation and performance following the launch 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
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des repères moyens mobiles satisfaisants pour le service à la clientèle et a déposé auprès de la MPUC une demande de suppression de l’ajustement pour l’efficacité de la gestion, qui a été approuvée par la MPUC à compter de sa 18 février 2022 Commande.

Enquête sur les additionneurs irrécouvrables de l’offre standard CMP

On August 19, 2020, the MPUC issued a Notice of Investigation to open an
investigation into whether the uncollectible adder to CMP's standard offer
retainage account for the residential and small non-residential standard offer
customer class should be increased for standard offer electricity-supply rates
that go into effect January 1, 2022. The investigation also included a review of
CMP's credit and collection practices.

On June 22, 2021, CMP and the Maine Office of the Public Advocate executed and
filed with the MPUC a Stipulation resolving all matters in this proceeding,
which requires CMP to credit the residential and small non-residential
standard-offer retainage account for $4 million. On June 29, 2021, the MPUC
issued an Order Approving Stipulation pursuant to which the MPUC approved the
Stipulation and closed the investigation.

Audits fiscaux sur l’électricité

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
$141 million and $142 million, respectively, for this item at March 31, 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. The NYPSC audit report is expected
to be completed during 2022.

Connexion à l’énergie propre de la Nouvelle-Angleterre

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 has been appealed by certain intervenors. The Maine
Board of Environmental Protection, or BEP, will consider 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 on May 17 and
May 18, 2022. In addition, certain intervenors have appealed MDEP's May 7, 2021
Order approving certain minor revisions. This appeal remains pending before the
BEP. 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 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
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contestation du permis présidentiel est actuellement pendante devant le tribunal de district de Maine. Nous ne pouvons prédire l’issue de cette procédure.

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 is
scheduled for 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"). 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 BPL of public reserved lands for transmission lines
and similar linear projects.

Sur 3 novembre 2021, Réseaux et NECEC Transmission LLC a intenté une action en justice contestant la constitutionnalité de l’Initiative et demandant une injonction empêchant l’application rétroactive de l’Initiative au projet de transmission NECEC. Réseaux et NECEC Transmission LLC a également demandé une injonction préliminaire empêchant une telle exécution rétroactive pendant la durée du procès.

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.
Briefing on the report took place between February and April 2022. Oral argument
before the Law Court is scheduled for May 10, 2022. We cannot predict the
outcome of these proceedings.

Au niveau communal, vingt et une communes ont accordé à ce jour des agréments municipaux.

Construction of the NECEC project started in January 2021 and was halted in
November 2021. Construction remains stopped pending a decision by the Maine Law
Court on the report of the Business & Consumer Court decision that denied
Networks and NECEC Transmission LLC's request for preliminary injunction
preventing enforcement of the Initiative against the NECEC project during the
pendency of the challenge against the Initiative. NECEC Transmission LLC has
communicated to the counterparties to its agreements, including, without
limitation, vendors, suppliers and TSA parties, the suspension of the MDEP
permit, the Initiative and the status of the pending challenge. 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 and a decrease in expected returns. We cannot predict the
outcome of the pending challenge against the Initiative. The company estimates a
commercial operation date in December 2024, assuming construction activities
resume in 2022. As of March 31, 2022, we have capitalized approximately
$561 million for the NECEC project.
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Enquête PURA sur la préparation et la réponse à la tempête tropicale Isaias

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 $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. We cannot predict the outcome of these appeals.

Législation énergétique du Connecticut

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 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.

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.

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.

Projet de loi de New York en réponse à la tempête tropicale 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.

Enquête sur l’interconnexion des générateurs CMP

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
                                       55
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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. The MPUC will consider the Stipulation at a future meeting, the
date of which to be determined. We cannot predict the outcome of this
investigation or any potential penalties that may be assessed.

Référendum sur l’électricité organisé par le gouvernement du Maine et législation visant à garantir la responsabilité des services publics

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
would also impose penalties for poor performance, add more protection for
whistleblowers who report illegal or improper behavior by a utility, authorize
the PUC to audit utilities' financial information, require utilities to submit
regular plans to address the impact of climate change on their infrastructure,
and initiate a proceeding for divestiture subject to constitutional protections
due process and just compensation. The bill, as amended, has passed the Maine
Legislature in April 2022 and would become effective in 2022 unless vetoed by
the Maine Governor.
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Résultats d’exploitation

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

                                                              Three Months Ended                                                        Three Months Ended
                                                                March 31, 2022                                                            March 31, 2021
                                        Total           Networks          Renewables           Other(1)           Total           Networks          Renewables           Other(1)
                                                                                                      (in millions)
Operating Revenues                    $ 2,133          $  1,935          $      198          $       -          $ 1,966          $  1,573          $      393          $       -
Operating Expenses
Purchased power, natural gas
and fuel used                             741               756                 (15)                 -              501               449                  52                  -
Operations and maintenance                651               539                 113                 (1)             642               506                 139                 (3)
Depreciation and amortization             261               161                 100                  -              247               156                  91                  -
Taxes other than income taxes             178               160                  18                  -              170               149                  19                  2
Total Operating Expenses                1,831             1,616                 216                 (1)           1,560             1,260                 301                 (1)
Operating Income                          302               319                 (18)                 1              406               313                  92                  1
Other Income (Expense)
Other income (expense)                     11                12                   1                 (2)               1                 6                  (6)                 1
Earnings (losses) from equity
method investments                        253                 3                 250                  -                1                 2                  (1)                 -
Interest expense, net of
capitalization                            (71)              (50)                 (3)               (18)             (73)              (53)                  -                (20)
Income (Loss) Before Income Tax           495               284                 230                (19)             335               268                  85                (18)
Income tax expense (benefit)               68                31                  41                 (4)              14                42                  (9)               (19)
Net Income (Loss)                         427               253                 189                (15)             321               226                  94                  1
Net loss (income) attributable
to noncontrolling interests                18                (1)                 19                  -               13                (1)                 14                  -
Net Income (Loss) Attributable
to Avangrid, Inc.                     $   445          $    252          $      208          $     (15)         $   334          $    225          $      108          $       1

(1)”Autres” représente les éliminations Corporate et intersectorielles.

Comparaison des résultats d’exploitation d’une période à l’autre

Trois mois terminés 31 mars 2022 Par rapport aux trois mois terminés 31 mars 2021

Des revenus d’exploitation

Our operating revenues increased by $167 million, or 8%, from $1,966 million for
the three months ended March 31, 2021 to $2,133 million for the three months
ended March 31, 2022, as detailed by segment below:

Réseaux

Operating revenues increased by $362 million, or 23%, from $1,573 million for
the three months ended March 31, 2021 to $1,935 million for the three months
ended March 31, 2022. Electricity and gas revenues increased by $26 million,
primarily due to rate increases in New York effective December 1, 2020, $6
million favorable impact from increased deferrals, $6 million increase in late
payment fees, and $2 million of other. Electricity and gas revenues changed due
to the following items that have offsets within the income statement: an
increase of $307 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 $15 million in flow through amortizations (offset in
operating expenses).

Énergies renouvelables

Operating revenues decreased by $195 million, or 50%, from $393 million for the
three months ended March 31, 2021, to $198 million for the three months ended
March 31, 2022. The decrease in operating revenues was primarily due to a $139
million decrease in merchant prices driven mainly by lower demand as compared to
the first quarter of 2021 when demand was higher during the Texas storm, $19
million in power trading driven by lower average prices in the first quarter of
2022 compared to the same period of 2021, $2 million from other revenues in the
period and unfavorable MtM changes of $43 million on energy derivative
transactions entered for economic hedging purposes, offset by $3 million from
curtailment payments and an increase of $5 million driven by 292 GWh higher wind
generation output in the current period.

Puissance achetéegaz naturel et carburant utilisé

Purchased power, natural gas and fuel used increased by $240 million, or 48%,
from $501 million for the three months ended March 31, 2021 to $741 million for
the three months ended March 31, 2022, as detailed by segment below:
                                       57
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Réseaux

Purchased power, natural gas and fuel used increased by $307 million, or 68%,
from $449 million for the three months ended March 31, 2021 to $756 million for
the three months ended March 31, 2022. The increase is primarily driven by a
$307 million increase in average commodity prices and an overall increase in
electricity and gas units procured due to higher degree days in the period.

Énergies renouvelables

Purchased power, natural gas and fuel used decreased by $67 million, or 129%,
from $52 million for the three months ended March 31, 2021 to $(15) million for
the three months ended March 31, 2022. The decrease is primarily due to
favorable MtM changes on derivatives of $60 million driven by market price
changes in the period and a decrease of $7 million in power and gas purchases
due to lower average prices in the current period.

Opérations et maintenance

Operations and maintenance expenses increased by $9 million, or 1%, from $642
million for the three months ended March 31, 2021 to $651 million for the three
months ended March 31, 2022, as detailed by segment below:

Réseaux

Operations and maintenance expenses increased by $33 million, or 7%, from $506
million for the three months ended March 31, 2021 to $539 million for the three
months ended March 31, 2022. The increase is driven by increased business costs
of $24 million and $2 million increase in other expenses, offset by an $8
million decrease in uncollectible expenses due to lower bad debt provision in
the current period. In addition, there were increases of $15 million in
flow-through amortizations (which is offset in revenue).

Énergies renouvelables

Operations and maintenance expenses decreased by $26 million, or 19%, from $139
million for the three months ended March 31, 2021 to $113 million for the three
months ended March 31, 2022. The decrease is primarily due to a $16 million bad
debt provision recorded in the first quarter of 2021 driven by an increase in
uncollectibles billed during the Texas storm, decrease of $14 million in land
rents and maintenance costs driven by a lower number of new sites in 2022
compared to the same period of 2021, offset by a $4 million increase in
personnel costs driven primarily by increase in headcount in the period.

Dépréciation et amortissement

Depreciation and amortization for the three months ended March 31, 2022 was $261
million compared to $247 million for the three months ended March 31, 2021, an
increase of $14 million. The increase is driven by $8 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 first quarter of 2021.

Autres revenus (charges) et revenus (pertes) des placements selon la méthode de la mise en équivalence

Other income (expense) and equity earnings (losses) increased by $262 million
from $2 million for the three months ended March 31, 2021 to $264 million for
the three months ended March 31, 2022. The increase is primarily due to $252
million of favorable equity earnings, driven by a $246 million gain recognized
in the current period from the offshore joint venture restructuring transaction
in Renewables, a $6 million increase due to the write-off of certain development
projects in Renewables in the first quarter of 2021, and $4 million in other
increases in the period.

Intérêts débiteurs, déduction faite de la capitalisation

Interest expense for the three months ended March 31, 2022 and 2021 was $71
million and $73 million, respectively. The change is primarily due to a decrease
of $2 million in interest expense driven by a favorable impact from the fair
value hedge of the debt in Other.

Impôt sur le revenu

The effective tax rate, inclusive of federal and state income tax, for the three
months ended March 31, 2022 was 13.7%, 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 and the equity component of allowance
for funds used during construction, partially offset by the tax on gain from the
offshore joint venture restructuring transaction, which is reflected in total in
the first quarter as a discrete adjustment. The effective tax rate, inclusive of
federal and state income tax, for the three months ended March 31, 2021 was
4.2%, which was below the federal statutory tax rate of 21%, primarily due to
the recognition of production tax credits associated with wind production and
the effect of the excess deferred tax amortization resulting from the Tax Act.
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Mesures financières non conformes aux PCGR

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 and costs
incurred in connection with the COVID-19 pandemic. 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.

Les mesures financières non conformes aux PCGR ne sont pas des mesures principales de notre performance sous NOUS PCGR et ne doivent pas être considérés comme des alternatives au bénéfice d’exploitation, au bénéfice net ou à toute autre mesure de performance déterminée conformément aux NOUS PCGR.

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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 months ended March 31, 2022 and
2021, respectively:

                                                                 Three Months Ended March 31, 2022
                                                                                                                 Total            Networks          Renewables          Corporate*
                                                                           (in millions)
Net Income Attributable to Avangrid, Inc.                                                                     $    445          $     252          $      208          $      (15)
Adjustments:
Mark-to-market earnings - Renewables                                                                                 3                  -                   3                   -

Impact of COVID-19                                                                                                   2                  2                   -                   -

Income tax impact of adjustments (1)                                                                                (2)                (1)                 (1)                  -
Adjusted Net Income (2)                                                                                       $    450          $     254          $      211          $      (15)

Net (loss) income attributable to
noncontrolling interests                                                                                           (18)                 1                 (19)                  -
Income tax expense (benefit)                                                                                        70                 32                  42                  (4)
Depreciation and amortization                                                                                      261                161                 100                   -
Interest expense, net of capitalization                                                                             71                 50                   3                  18
Other (income) expense                                                                                             (11)               (12)                 (1)                  2
(Earnings) losses from equity method
investments                                                                                                       (253)                (3)               (250)                  -
Adjusted EBITDA (3)                                                                                           $    569          $     482          $       85          $        2

Retained PTCs and ITCs                                                                                              43                  -                  43                   -
PTCs allocated to tax equity investors                                                                              29                  -                  29                   -
Adjusted EBITDA with Tax Credits (3)                                                                          $    641          $     482          $      158          $        2



                                                                 Three Months Ended March 31, 2021
                                                                                                                 Total            Networks          Renewables           Corporate*
                                                                           (in millions)
Net Income (Loss) Attributable to Avangrid,
Inc.                                                                                                          $    334          $     225          $      108          $         1
Adjustments:
Mark-to-market earnings - Renewables                                                                                20                  -                  20                    -

Impact of COVID-19                                                                                                   6                  6                   -                    -

Income tax impact of adjustments (1)                                                                                (7)                (2)                 (5)                   -
Adjusted Net Income (2)                                                                                       $    354          $     229          $      123          $         2

Net (loss) income attributable to
noncontrolling interests                                                                                           (13)                 1                 (14)                   -
Income tax expense (benefit)                                                                                        21                 44                  (4)                 (19)
Depreciation and amortization                                                                                      247                156                  91                    -
Interest expense, net of capitalization                                                                             73                 53                   -                   20
Other (income) expense                                                                                              (1)                (6)                  6                   (1)
(Earnings) losses from equity method
investments                                                                                                         (1)                (2)                  1                    -
Adjusted EBITDA (3)                                                                                           $    680          $     474          $      204          $         2

Retained PTCs and ITCs                                                                                              50                  -                  50                    -
PTCs allocated to tax equity investors                                                                              22                  -                  22                    -
Adjusted EBITDA with Tax Credits (3)                                                                          $    752          $     474          $    

276 $ 2


(1)Income tax impact of adjustments: 2022 - $(1) million from MtM earnings and
$(1) million from impact of COVID-19 for the three months ended March 31, 2022,
respectively; 2021 - $(5) million from MtM earnings and $(2) million from impact
of COVID-19 for the three months ended March 31, 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 and the impact
from mark-to-market activities in Renewables.
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(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.

* Comprend les sociétés et autres entités non réglementées ainsi que les éliminations intersectorielles.

Trois mois terminés 31 mars 2022 Par rapport aux trois mois terminés 31 mars 2021

Résultat net ajusté

Our adjusted net income increased by $96 million, or 27%, from $354 million for
the three months ended March 31, 2021 to $450 million for the three months ended
March 31, 2022. The increase is primarily due to a $88 million increase in
Renewables driven by a gain recognized in the current period from the offshore
joint venture restructuring transaction, a $25 million increase in Networks
driven primarily by rate increases in New York effective December 1, 2020,
offset by $17 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 months ended March 31, 2022 and 2021, respectively:

                                                                 Three Months Ended
                                                                     March 31,
       (Millions)                                                                2022       2021
       Networks                                                                 $ 252      $ 225
       Renewables                                                                 208        108
       Corporate (1)                                                              (15)         1
       Net Income                                                               $ 445      $ 334
       Adjustments:
       Mark-to-market earnings - Renewables (2)                                     3         20

       Impact of COVID-19 (3)                                                       2          6
       Income tax impact of adjustments                                            (2)        (7)
       Adjusted Net Income (4)                                                  $ 450      $ 354


                                                                Three Months Ended
                                                                    March 31,
                                                                                2022        2021
        Networks                                                              $ 0.65      $ 0.73
        Renewables                                                              0.54        0.35
        Corporate (1)                                                          (0.04)          -
        Net Income                                                            $ 1.15      $ 1.08
        Adjustments:
        Mark-to-market earnings - Renewables (2)                                0.01        0.07

        Impact of COVID-19 (3)                                                  0.01        0.02
        Income tax impact of adjustments                                           -       (0.02)
        Adjusted Earnings Per Share (4)                                       $ 1.16      $ 1.14


(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)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 and the impact from mark-to-market activities in Renewables.

Liquidités et ressources en capital

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 and
borrowings in the investment grade debt capital markets. Continued access to
these sources of
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la liquidité et le capital sont essentiels pour nous. Les risques peuvent augmenter en raison de circonstances indépendantes de notre volonté, telles qu’une perturbation générale des marchés financiers et des conditions économiques défavorables.

Nous et nos filiales sommes tenus de respecter certaines clauses restrictives dans le cadre de nos accords de prêt respectifs. Les clauses restrictives sont standard et habituelles dans les accords de financement, et nous et nos filiales étions en conformité avec ces clauses restrictives à partir de et tout au long des trois mois terminés
31 mars 2022.

Position de liquidité

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.

Le tableau suivant présente les composantes de notre position de liquidité au
31 mars 2022 et 31 décembre 2021respectivement:

                                             As of March 31,       As of December 31,
                                                   2022                   2021
                                                           (in millions)
       Cash and cash equivalents            $            648      $             1,474
       AVANGRID Credit Facility                        3,575                    3,575
       Iberdrola Group Credit Facility                   500                      500
       Less: borrowings                                    -                        -
       Total                                $          4,723      $             5,549

Programme de papier commercial AVANGRID

AVANGRID a un programme de billets de trésorerie avec une limite de 2 milliards de dollars soutenu par la facilité de crédit AVANGRID (décrite ci-dessous). Comme des deux
31 mars 2022 et 28 avril 2022il y avait 0 $ d’encours de billets de trésorerie.

Facilité de crédit AVANGRID

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
March 31, 2022 and April 28, 2022, we had no borrowings outstanding under this
credit facility.

Depuis le AVANGRID facilité de crédit est également un filet de sécurité pour AVANGRID programme de papier commercial, le montant total disponible en vertu de la facilité aux deux
31 mars 2022 et 28 avril 2022 a été 3 575 millions de dollars.

Facilité de crédit du groupe Iberdrola

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 March 31, 2022 and April 28, 2022, we had no borrowings outstanding under
this credit facility.
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Ressources en capital

Sur 31 janvier 2022UI émis 150 millions de dollars montant total du principal des billets non garantis échéant en 2032 à un taux d’intérêt fixe de 2,25 %.

Sur 6 avril 2022NYSEG a émis 67 millions de dollars montant principal global des obligations antipollution venant à échéance en 2028. Les obligations portent un coupon fixe de 4,00 % et ont été évaluées à 104,15 % pour un rendement de 3,3 %.

Besoins en capital

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 economic recession triggered by 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 $1.9 billion 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.

Flux de trésorerie

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

Voici un résumé des flux de trésorerie par activité pour les trois mois terminés 31 mars 2022 et 2021, respectivement :

                                                                                Three Months Ended
                                                                                     March 31,
                                                                             2022                    2021
                                                                                   (in millions)
Net cash provided by operating activities                            $        388               $       425
Net cash used in investing activities                                        (948)                     (639)
Net cash used in financing activities                                        (266)                     (436)
Net decrease in cash, cash equivalents and restricted cash           $       (826)              $      (650)


Operating Activities

The cash from operating activities for the three months ended March 31, 2022
compared to the three months ended March 31, 2021 decreased by $37 million,
primarily attributable to a net decrease current assets and liabilities driven
by timing of cash collections and cash disbursements during the period.

Activités d’investissement

For the three months ended March 31, 2022, net cash used in investing activities
was $948 million, which was comprised of $811 million of capital expenditures
and $168 million of payment for the offshore joint venture restructuring
transaction, partially offset by $30 million of contributions in aid of
construction.

For the three months ended March 31, 2021, net cash used in investing activities
was $639 million, which was comprised of $623 million of capital expenditures
and $39 million of other investments and equity method investments, partially
offset by $9 million of contributions in aid of construction and $13 million of
proceeds from the sale of assets and notes receivable from affiliates.

Activités de financement

Pour les trois mois terminés 31 mars 2022activités de financement utilisées 266 millions de dollars en trésorerie reflétant principalement une diminution nette de la dette non courante et des effets à payer courants de 101 millions de dollarsdistributions aux participations ne donnant pas le contrôle de 1 million de dollars et les dividendes de 170 millions de dollarscompensée par la contribution des participations ne donnant pas le contrôle de 13 millions de dollars dans la période.

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Pour les trois mois terminés 31 mars 2021activités de financement utilisées 436 millions de dollars en trésorerie reflétant principalement une diminution nette de la dette non courante et des effets à payer courants de 303 millions de dollarsdistributions aux participations ne donnant pas le contrôle de 3 millions de dollars et les dividendes de 136 millions de dollarscompensée par la contribution des participations ne donnant pas le contrôle de 10 millions de dollars dans la période.

Arrangements hors bilan

Il n’y a eu aucun changement important dans nos arrangements hors bilan au cours des trois mois clos 31 mars 2022 par rapport à ceux déclarés pour l’exercice clos 31 décembre 2021 dans notre formulaire 10-K.

Obligations contractuelles

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

Principales conventions comptables et estimations

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 March 31, 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 three months ended March 31,
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 three months ended March 31,
2022.
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           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:

•la performance financière future, les liquidités prévues et les dépenses en immobilisations ;

•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.

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