Iroquois Gas Transmission Proposed Rate Settlement Agreement to Charge Customers Less

DRAFT
FEDERAL ENERGY REGULATORY COMMISSION
WASHINGTON, D.C. 20426
In re:
Iroquois Gas Transmission System, L.P.
Docket No. RP16-301-000
Issued: _______, 2016
Joseph S. Koury
Wright & Talisman P.C.
1200 G Street N.W., Suite 600
Washington, D.C. 20005
Reference: August 18, 2016 Stipulation and Settlement Agreement
On August 18, 2016, pursuant to Rule 602 of the Federal Energy Regulatory
Commission’s (“Commission”) Rules of Practice and Procedure, 18 C.F.R. § 385.602, Iroquois
Gas Transmission System, L.P. (“Iroquois”) filed an offer of settlement in the form of a
Stipulation and Settlement Agreement (“Settlement”) that resolves all issues set for hearing in
this proceeding. As discussed below, the Commission approves the Settlement as fair and
reasonable and in the public interest.
On January 21, 2016, the Commission issued an order initiating an investigation of
Iroquois’ rates under section 5 of the Natural Gas Act.1
Pursuant to that January 21 Order,
Iroquois submitted a Cost and Revenue Study on April 5, 2016. Substantial discovery was
thereafter undertaken by the active participants. The participants convened publicly-noticed
settlement conferences on April 28, 2016, May 18, 2016, June 1, 2016, and June 16, 2016. As a
result of these settlement negotiations, the participants ultimately reached this Settlement
resolving all of the issues set for hearing in this proceeding, as set forth below.
The terms of the Agreement are summarized as follows:
Article I (Rate Matters): Section 1.1 establishes Iroquois’ base tariff recourse rates, as set forth
on Pro Forma Sheet Nos. 4, 4.01. 4B, 4C, 4D, and 5A contained in Appendix A to the
Settlement, providing three scheduled rate reductions to be effective September 1 of 2016, 2017,
and 2018. Section 1.2 provides that Iroquois will file revised tariff sheets reflecting the
Settlement Rates within 15 days after the Settlement becomes effective. Section 1.3 provides
that Iroquois will file Interim Settlement Rates to be effective September 1, 2016, pending
Commission approval of the Settlement. Section 1.4 provides that Iroquois will use the
depreciation, amortization, and negative salvage rates set forth on Appendix B to the Settlement.
1
Iroquois Gas Transmission Sys., L.P., Notice of Initiation of Section 5 Proceeding,
Docket No. RP16-301-000 (Jan. 21, 2016); Iroquois Gas Transmission Sys., L.P., 154
FERC ¶ 61,028 (2016) (“January 21 Order”).
20160818-5258 FERC PDF (Unofficial) 8/18/2016 11:29:53 AM

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2
Article II (Rate Moratorium): Section 2.1 establishes a Moratorium that prohibits parties from
requesting a change to the Settlement Rates prior to September 1, 2020. Sections 2.2 and 2.3
identify certain types of filings that are not prohibited by the Moratorium. Section 2.4 provides
that, in the event that Iroquois makes a Tariff filing pursuant to Section 2.2 or 2.3 during the
Moratorium, parties retain their right to protest such section 4 filings (except on the ground that
such filing violates the Moratorium). Section 2.5 provides that Iroquois will afford shippers an
opportunity to preview and comment on certain section 4 tariff filings that Iroquois may submit
during the Moratorium. Section 2.6 provides that the Moratorium and all provisions of Article II
terminate on August 31, 2020.
Article III (Future Section 4 Rate Filing): Section 3.1 provides that, upon conclusion of the
Moratorium, Iroquois will file a general section 4 rate case no later than September 1, 2022,
unless such obligation is extinguished through a prior change to the Settlement Rates. Section
3.2 provides that Iroquois will provide shippers thirty days notice and overview of the general
section 4 filing.
Article IV (Term): The term of the Settlement shall commence on September 1, 2016 and shall
terminate after the end of the Moratorium, upon the earliest post-Moratorium effectiveness of
new base tariff rates that are the result of a general rate change pursuant to section 4 of the
Natural Gas Act, a general rate settlement, or a general modification of Iroquois’ base tariff rates
in a proceeding instituted pursuant to section 5 of the Natural Gas Act.
Article V (Effectiveness): Section 5.1 provides that the various provisions of the Settlement are
not severable and will become effective on the date the Settlement is approved by a final
Commission order. Section 5.2 provides that, in the event the Commission modifies the
Settlement, parties may refuse to accept the modified Settlement and become a Contesting Party.
While the parties know of no opposition to the Settlement, in the event that the Settlement is
contested, Section 5.3 provides that it is the intent of the parties that the Commission approve the
Settlement for all Non-Contesting Parties.2
Any Contesting Parties will neither be bound by, nor
receive the benefits of, the Settlement.
Article VI (Waiver and Authority): Approval of the Settlement constitutes any and all waivers
and provides all authority under the Natural Gas Act and the Commission’s rules and regulations
that may be necessary for the Settlement to be effectuated in accordance with all of its terms.
Article VII (Changes to Settlement and Standard of Review): Section 7.1 establishes that the
Settlement is the final and binding agreement of the Non-Contesting Parties and may be
modified only by written agreement of all Non-Contesting Parties. Section 7.2 sets forth the
standard of review for changes to the settlement after approval.
2
“Non-Contesting Parties” are parties that either support, do not oppose, or take no
position regarding this Settlement. “Contesting Parties” are parties that oppose this
Settlement or suggest or request in any manner a modification, reservation or condition to
this Settlement as originally filed, regardless of whether such party characterizes its
comments as being in support of the Settlement. Parties that fail to accept a Commission
modification to this Settlement pursuant to Section 5.2 shall also be Contesting Parties.

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3
Article VIII (Reservations and Conditions): Article VIII contains standard reservations stating
that parties waive no rights other than as specifically provided in the Settlement, that the
Settlement should not be construed against any party as drafter, that the Settlement does not
establish any principles, policies, or practices, and that Commission approval of the Settlement
authorizes Iroquois to implement the Settlement Rates on the dates without suspension.
The Commission has reviewed the Settlement and the record certified by the Presiding Judge.
Pursuant to Rule 602(g), the Commission finds that the Settlement is fair and reasonable and in
the public interest. Accordingly, the Commission approves the Settlement. This order
constitutes final agency action. Requests for rehearing by the Commission may be filed within
30 days of the date of issuance of this order, pursuant to 18 C.F.R. § 385.713.
By direction of the Commission,
Kimberly D. Bose
Secretary
cc: All Parties

VIA ELECTRONIC FILING
August 18, 2016
Honorable Kimberly D. Bose, Secretary
Federal Energy Regulatory Commission
888 First Street, N.E.
Washington, DC 20426
Re: Iroquois Gas Transmission System, L.P., Docket No. RP16-301-000
Stipulation and Settlement Agreement
Unopposed Request for Shortened Comment Period
Dear Secretary Bose:
Pursuant to Rule 602 of the Rules of Practice and Procedure of the Federal Energy
Regulatory Commission (“Commission”), 18 C.F.R. § 385.602, Iroquois Gas
Transmission System, L.P. (“Iroquois”) hereby files the attached Stipulation and
Settlement Agreement (“Settlement”) resolving all issues in this proceeding. Iroquois
believes that the Settlement is supported or not opposed by all participants.
As discussed below, Iroquois requests a shortened comment period, given that the
Settlement has been previously circulated to all participants and none has expressed
opposition to the Settlement or the request for a shortened comment period.
Additionally, to facilitate timely implementation of the Settlement, Iroquois respectfully
requests that the Commission act on the Settlement by no later than December 1, 2016.
This filing includes:
 The Settlement resolving all issues set for hearing in this proceeding;
 A separate Explanatory Statement, which contains a summary of the Settlement
terms, as well as the information required by the Chief Administrative Law
Judge’s October 15, 2003 Notice;
 Pro forma tariff sheets in both redlined and non-redlined format reflecting the
Settlement Rates (contained in Appendix A to the Settlement); and

Honorable Kimberly D. Bose
August 18, 2016
Page 2
 A draft Commission Letter Order approving the Settlement, in accordance with
the Chief Administrative Law Judge’s December 21, 1999 Notice.
As explained in more detail in the Settlement (at 1-2), this proceeding concerns an
investigation of Iroquois’ rates under section 5 of the Natural Gas Act, 15 U.S.C. § 717d,
which was initiated by the Commission’s January 21, 2016 order.1
Thereafter, Presiding
Judge Coffman adopted a procedural schedule, active participants conducted substantial
discovery, and the participants convened publicly-noticed settlement conferences on
April 28, 2016, May 18, 2016, June 1, 2016, and June 16, 2016, which resulted in the
Settlement.
The Settlement reflects an interrelated package of compromises between and
among Iroquois and the active participants. The Settlement resolves all issues in this
proceeding, reduces Iroquois’ rates in three scheduled step-downs and ensures rate
predictability and stability on Iroquois’ system through August 31, 2020.2
All
participants were provided an opportunity to participate in the negotiation of the
Settlement. Iroquois believes that the Settlement is supported or unopposed by the
Commission’s Trial Staff and all other participants to this proceeding.
Accordingly, as discussed below, Iroquois requests that the Settlement be
promptly certified by the Presiding Judge and approved by the Commission by no later
than December 1, 2016.
Request for Transmission to Presiding Judge
In accordance with Rule 602(b)(2)(i), 18 C.F.R. § 602(b)(2)(i), Iroquois requests
that the Settlement and accompanying documents be transmitted to Presiding Judge
David H. Coffman for certification. Iroquois believes that the Settlement will be
“uncontested” within the meaning of 18 C.F.R. § 385.602(g).
Unopposed Request for Shortened Comment Period
Iroquois respectfully requests a shortened comment period to facilitate timely
certification and approval of the Settlement and to avoid any delay in realizing the
benefits of the Settlement for all participants. Additionally, all participants were given an
opportunity to review and comment on drafts of the Settlement before it was filed. In the
1
Iroquois Gas Transmission Sys., L.P., Notice of Initiation of Section 5
Proceeding, Docket No. RP16-301-000 (Jan. 21, 2016); Iroquois Gas
Transmission Sys., L.P., 154 FERC ¶ 61,028 (2016).
2
Concurrently with the filing of the Settlement, and pursuant to Section 1.3 of the
Settlement, Iroquois is filing an unopposed request to place Interim Settlement
Rates in effect September 1, 2016, pending approval of the Settlement.

August 18, 2016
Page 3
weeks prior to the filing of this Settlement, Iroquois circulated drafts of the Settlement to
all active participants, solicited comments on the drafts, and resolved the limited
comments received. Additionally, Iroquois consulted with all participants regarding this
proposal for a shortened comment period. No participant expressed opposition to the
Settlement or this request for a shortened comment period. Accordingly, Iroquois
requests that the initial comments be due within seven (7) business days of this filing
(i.e., on or before August 29, 2016), and reply comments be due within seven (7)
business days thereafter (i.e., on or before September 8, 2016).
In the event that a shortened comment period is not granted, in accordance with Rule
602(f)(2), comments regarding the Settlement would be due no later than 20 days after
this filing, i.e. by September 8, 2016, and reply comments are due not later than 30 days
after this filing, i.e., by September 19, 2016 (accounting for the weekend).
Request for Commission Action by December 1, 2016
Iroquois respectfully requests that the Commission approve the Settlement by
December 1, 2016, which will facilitate implementation of the Settlement and realization
of its benefits during this calendar year. Action by this date will allow rate certainty for
the upcoming heating season. Additionally, it will allow Iroquois to implement the
Settlement depreciation and negative salvage rates and conform its books and records
before the close of the fiscal year.
Waivers
While Iroquois knows of no required waivers, Iroquois respectfully requests that the
Commission grant any waivers of its regulations, policy or precedent that the Commission
may deem necessary to accept this Settlement as proposed herein.

August 18, 2016
Page 4
Certification of Posting and Service
In accordance with 18. C.F.R. §§ 385.602(d) and 154.2(d), the undersigned
certifies that copies of this filing have been posted and served to all customers and
interested state regulatory commissions, as well as all persons on the service list prepared
by the Secretary in this docket.
Respectfully submitted,
By /s/ Joseph S. Koury
M. Lisanne Crowley
Daniel P. Archuleta
Troutman Sanders LLP
401 9th St., N.W., Suite 1000
Washington, D.C. 20004-2134
(P) (202) 274-2814
lisanne.crowley@troutmansanders.com
daniel.archuleta@troutmansanders.com
Joseph S. Koury
Ryan J. Collins
Wright & Talisman P.C.
1200 G Street N.W., Suite 600
Washington, D.C. 20005
(P) (202) 393-1200
koury@wrightlaw.com
collins@wrightlaw.com
Helen M. Gallagher
Director of Legal Services & Secretary
Iroquois Pipeline Operating Company
One Corporate Drive, Suite 600
Shelton, CT 06484
(P) (203) 925-7201
helen_gallagher@iroquois.com
Attorneys for
August 18, 2016

STIPULATION AND
SETTLEMENT AGREEMENT

UNITED STATES OF AMERICA
BEFORE THE
)
Iroquois Gas Transmission System, L.P. ) Docket No. RP16-301-000
)
STIPULATION AND SETTLEMENT AGREEMENT
(August 18, 2016)
Pursuant to Rule 602 of the Rules of Practice and Procedure of the Federal Energy
Regulatory Commission (“Commission”), 18 C.F.R. § 385.602, Iroquois Gas Transmission
System, L.P. (“Iroquois”) submits this Stipulation and Settlement Agreement (“Settlement”),
which establishes three scheduled reductions to Iroquois’ rates, provides rate certainty through
August 31, 2020, and resolves all issues in this proceeding. The Settlement is supported or not
opposed by the Commission’s Trial Staff and all active parties to this proceeding.1
Iroquois is
not aware of any opposition to this Settlement. The participants therefore urge the Commission
to promptly approve the Settlement without modification or conditions.
BACKGROUND
On January 21, 2016,2
the Commission initiated an investigation of Iroquois’ rates under
section 5 of the Natural Gas Act, 15 U.S.C. § 717d. On February 12, 2016, Presiding Judge
1
Participants that support or do not oppose the settlement are set forth on Appendix D.
2
Iroquois Gas Transmission Sys., L.P., Notice of Initiation of Section 5 Proceeding,
Docket No. RP16-301-000 (Jan. 21, 2016); Iroquois Gas Transmission Sys., L.P., 154
FERC ¶ 61,028 (2016).

2
Coffman adopted the procedural schedule for this proceeding.3
Substantial discovery was
thereafter undertaken by the active participants. The participants convened publicly-noticed
settlement conferences on April 28, 2016, May 18, 2016, June 1, 2016, and June 16, 2016, which
culminated in the agreement memorialized in this Settlement.
This Settlement is the result of numerous compromises between and among Iroquois and
the active participants. The Settlement reflects a package of interrelated provisions that will
resolve all issues in this proceeding, reduce Iroquois’ rates in three scheduled step-downs and
ensure rate predictability and stability through August 31, 2020.
ARTICLE I
RATE MATTERS
1.1 Settlement Rates
Iroquois’ base tariff rates4
shall be the rates set forth on Pro Forma Sheet Nos. 4, 4.01.
4B, 4C, 4D, and 5A contained in Appendix A to be effective for the respective periods set forth
thereon (“Settlement Rates”).
1.2 Implementation of Settlement Rates
a. Within fifteen (15) days after this Settlement becomes effective, in accordance
with Article V, Iroquois shall file revised tariff sheets reflecting the Settlement Rates shown on
3
Iroquois Gas Transmission System, L.P., Order Establishing Procedural Schedule, Docket
No. RP16-301-000 (Feb. 12, 2016).
4
As used in the Settlement, the term “base tariff rates” means Iroquois’ recourse rates for
existing services, exclusive of the following applicable rate adjustments: (1) the Annual
Charge Adjustment (“ACA”) surcharge, and any other industry-wide surcharge or credit
imposed by the Commission; and (2) Iroquois’ fuel and losses retention mechanism,
which is currently referred to as the Measurement Variance/Fuel Use Factor (“MV/FU”).

3
Pro Forma Sheet Nos. 4, 4.01. 4B, 4C, 4D, and 5A contained in Appendix A, to be effective
September 1, 2016.
b. The Commission’s order approving this Settlement and making it effective in
accordance with Article V shall constitute all authority necessary for Iroquois to place into effect
the revised tariff sheets filed in accordance with Section 1.2(a).
1.3 Interim Settlement Rates
Concurrently with Iroquois’ filing of the Settlement, Iroquois will file a motion to place
into effect, on an interim basis, effective September 1, 2016, the Settlement Rates shown on Pro
Forma Sheet Nos. 4, 4.01. 4B, 4C, 4D, and 5A under the column “Effective 9/1/2016” (“Interim
Settlement Rates”). In the event that the Settlement does not become effective to some or all
shippers in accordance with Article V, Iroquois may file with the Commission, and the parties5
will not oppose, a request to reinstate Iroquois’ rates in effect prior to the filing of the Interim
Settlement Rates (“Existing Rates”), and to surcharge shippers to which the Settlement did not
become effective and that were charged the Interim Settlement Rates, for the difference between
the amounts collected under the Interim Settlement Rates and amounts that would have been
collected under the Existing Rates for the period the Interim Settlement Rates were effective.
1.4 Depreciation, Amortization, and Negative Salvage Rates
Iroquois shall apply the depreciation, amortization, and negative salvage rates, and
conform its related regulatory accounts to the rates set forth on Appendix B, commencing
September 1, 2016.
5
As used in the Settlement, the terms “party” and “participant” (in singular or plural) shall
have the same meaning as in 18 C.F.R. §§ 385.102(b) and (c), and shall include all
successors and assignees.

4
ARTICLE II
RATE MORATORIUM
2.1 Moratorium
All participants agree to not initiate a change to the Settlement Rates under either section
4 or section 5 of the Natural Gas Act prior to September 1, 2020 (i.e., four (4) years following the
September 1, 2016 effective date of the Settlement pursuant to Article V), which period shall be
the “Moratorium.”
2.2 Exceptions to Moratorium
The Moratorium shall not prohibit:
(1) Changes to Iroquois’ FERC Gas Tariff (“Tariff”) required to comply with
generally applicable changes in law or Commission policy;
(2) Tariff changes associated with new projects or services, provided however,
Iroquois will not propose to make effective during the Moratorium:
(a) any authorized overrun rate applicable to existing services,
(b) any rate tracking mechanism to recover costs of compliance with
regulations of the Pipeline and Hazardous Materials Safety
Administration or with laws or regulations regarding greenhouse
gases;
(c) hourly services not related to new construction projects, or
(d) services substantially similar to those listed in (a), (b), or (c) above
under a different name;
provided further, that any new services Iroquois proposes that use existing
facilities: (1) will not degrade existing firm service or existing imbalance

5
flexibility under Operational Balancing Agreements (“OBAs”); and (2) will
not require existing firm shippers to pay higher rates in order to maintain
substantially the same quality of service under existing firm services;
(3) Periodic tracker filings in accordance with Iroquois’ Tariff; and
(4) Tariff changes that do not change the Settlement Rates, do not require existing
firm shippers to pay higher rates in order to maintain substantially the same
quality of service under existing firm services, and do not degrade existing
firm services or existing imbalance flexibility under OBAs, including, but not
limited to, the Tariff Modernization filings in Section 2.3.
2.3 Specific Moratorium Exceptions for Tariff Modernization Filings
The Moratorium shall not prohibit Iroquois from making filings under section 4 of the
Natural Gas Act to implement the following Tariff Modernization provisions, as further
described in Appendix C, and subject to the qualifications in Section 2.2:
(1) Fuel and Loss Provisions;
(2) System Reliability and Integrity Protection Enhancements;
(3) Updated and Clarified Right of First Refusal Process; and
(4) Clarified Service Rights, so long as the clarified service rights do not
degrade existing firm services or existing imbalance flexibility under
OBAs.
2.4 Right to Protest Tariff Filings
In the event that Iroquois makes a Tariff filing pursuant to Section 2.2 or 2.3 during the
Moratorium, nothing in this Settlement shall limit the right of parties to protest any such filing on
any grounds except the ground that the Iroquois filing violates the Moratorium.

6
2.5 Preview of Tariff Filings
Prior to filing with the Commission, Iroquois shall afford shippers an opportunity to
preview and comment on any section 4 Tariff filings during the Moratorium that propose
generally applicable changes to Iroquois’ general terms and conditions and/or services.6
Where
practical, Iroquois will endeavor to provide shippers at least fifteen (15) days prior notice.
2.6 Termination of Moratorium
The Moratorium and all provisions of this Article II shall terminate August 31, 2020.
ARTICLE III
FUTURE SECTION 4 RATE FILING
3.1 Obligation to File Section 4 Rate Case
After the conclusion of the Moratorium, Iroquois shall file a general rate case under
section 4 of the Natural Gas Act with the Commission no later than September 1, 2022;
provided, however, such obligation is extinguished in the event that, after the end of the
Moratorium but before September 1, 2022, Iroquois has filed a general rate case under section 4
of the Natural Gas Act or a general rate settlement that is approved by the Commission, or in the
event that the Commission has instituted a general investigation of Iroquois’ rates under section 5
of the Natural Gas Act.
6
This tariff preview process does not include filings such as tracker filings (e.g., fuel
filings), customer-specific filings (e.g., negotiated rate or non-conforming service
agreements), or Commission-directed compliance filings.

7
3.2 Notice of Section 4 Filing
At least thirty (30) days prior to filing a general rate case under section 4 of the Natural
Gas Act pursuant to Section 3.1, Iroquois will provide shippers notice and an overview of the
filing and an opportunity to comment.
ARTICLE IV
TERM
Upon becoming effective in accordance with Article V, this Settlement shall be effective
for a term commencing on September 1, 2016 and terminating after the end of the Moratorium
upon the earliest post-Moratorium effectiveness of new base tariff rates pursuant to: (1) a
superseding general rate change filing under section 4 of the Natural Gas Act; (2) a general
modification of Iroquois’ base tariff rates in a proceeding instituted pursuant to section 5 of the
Natural Gas Act; or (3) a general rate settlement between Iroquois and the other parties.
ARTICLE V
EFFECTIVENESS
5.1 Effective Date / Nonseverability
The various provisions of this Settlement are not severable and shall become binding and
effective on the date that this Settlement has been approved by a final Commission order7
as to
all its terms without material modification(s), reservation(s) or condition(s) (collectively referred
to as “modification”), unless such modification is accepted pursuant to Section 5.2 below. Upon
approval by the Commission pursuant to this Article V, the effective date of the Settlement shall
be September 1, 2016.
7
For purposes of this Settlement, a final Commission order is an order no longer subject to
rehearing pursuant to 18 C.F.R. § 385.713 or judicial review.

8
5.2 Commission Modification to Settlement
In the event the Commission by final order approves this Settlement with a modification
materially adverse to any Non-Contesting Party,8
then such party shall be deemed to have
accepted such modification unless, by written notice filed with the Commission and served on all
parties no later than fourteen (14) days after such final order, such party states its refusal to
accept the Settlement as modified. On the fifteenth (15th
) day after such final Commission order,
this Settlement, as modified by the Commission, shall become effective and binding as to all
Non-Contesting Parties that have accepted the Commission’s modification. In the event that a
Non-Contesting Party gives notice of its refusal to accept the Settlement as modified, such party
shall become a Contesting Party9
for purposes of Section 5.3 below; provided, however, in the
event that Iroquois gives notice of its refusal to accept the Settlement as modified, the Settlement
shall upon such notice become null and void (with the exception of the Interim Settlement Rates
provisions pertaining to reinstatement and surcharge in Section 1.3).
5.3 Applicability of Settlement to Contesting Parties / Non-Contesting Parties
While the participants know of no opposition to this Settlement, in the event this
Settlement is opposed, it is the intent of the participants that the Commission approve this
Settlement and allow its effectiveness for all Non-Contesting Parties. Any Contesting Parties
8
“Non-Contesting Parties” are parties that either support or do not oppose this Settlement.
“Contesting Parties” are parties that oppose this Settlement or suggest or request in any
manner a modification, reservation or condition to this Settlement as originally filed,
regardless of whether such party characterizes its comments as being in support of the
Settlement. Parties that provide notice that they refuse to accept a Commission
modification to this Settlement pursuant to Section 5.2 shall also be Contesting Parties.
9
Id.

9
shall neither be bound by, nor receive the benefits of, this Settlement, and shall pay Iroquois’
Existing Rates (subject to any agreed upon discount or negotiated rate, and subject to Section 1.3
reinstatement and surcharge provisions).
ARTICLE VI
WAIVER AND AUTHORITY
The Commission’s approval of this Settlement shall constitute any and all waivers and
provide all authority under the Natural Gas Act and the Commission’s rules and regulations that
may be necessary for Iroquois to implement the Settlement in accordance with all of its terms.
ARTICLE VII
CHANGES TO SETTLEMENT AND STANDARD OF REVIEW
7.1 Changes to Settlement
This Settlement is the final and binding agreement of the Non-Contesting Parties. After
becoming effective in accordance with Article V, this Settlement shall not be modified except by
written agreement of all Non-Contesting Parties.
7.2 Standard of Review for Changes to Settlement After Effectiveness
Absent an agreement pursuant to Section 7.1, and after the Settlement becomes effective
in accordance with Article V, in the event the Commission considers changes to the settlement
on behalf of any party, the standard of review shall be the “public interest” standard of review set
forth in United Gas Pipe Line Co. v. Mobile Gas Services Corp., 350 U.S. 332 (1956), Federal
Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956), and Morgan Stanley
Capital Group Inc. v. Pub. Util. Dist. No. 1, 554 U.S. 527 (2008). The standard of review for
changes to the Settlement proposed by a non-party or the Commission acting sua sponte shall be
the most stringent standard permissible under applicable law.

10
ARTICLE VIII
RESERVATIONS AND CONDITIONS
8.1 Negotiated Settlement
This Settlement represents a negotiated resolution of only the specific matters addressed
herein. Except as specifically provided in this Settlement, no participant shall be deemed to have
waived any claim or right as to matters not addressed. This Settlement represents the entire
agreement of the participants with respect to the matters resolved.
8.2 No Drafter
No party shall be deemed the drafter of this Settlement and this Settlement shall not be
construed against any party as drafter. In the event of a conflict between terms contained in the
Settlement and those of the attached Explanatory Statement, the terms of Settlement control.
8.3 Settlement Has No Precedential Value
The provisions of this Settlement are for purposes of settlement only and shall have no
precedential effect. The Commission’s approval of this Settlement shall constitute a finding that
the Settlement is fair and reasonable and in the public interest, but shall not constitute a
determination on the merits of the specific provisions of the Settlement. Except as specifically
provided in this Settlement, no participant shall be deemed to have accepted or consented to any
policy or principle purported to underlie the provisions of this Settlement. Except as specifically
provided in this Settlement, the participants shall have the same rights under the Natural Gas Act
that they would have had absent approval of this Settlement.
The methods or practices or absence of methods or practices used or purported to be used
in deriving rates shall not be evidence that a particular method is a “long-standing practice” as
that term is used in Columbia Gas Transmission Corp. v. FERC, 628 F.2d 578 (D.C. Cir. 1979),

11
or a “settled practice” as that term is used in Public Service Commission of New York v. FERC,
642 F.2d 1335 (D.C. Cir. 1980).
8.4 Effect of Commission Approval
The Commission’s approval of this Settlement shall constitute all necessary authority and
approval for Iroquois to implement the Settlement Rates on their stated effective dates without
further filings (other than pursuant to Section 1.2), without suspension, and without conditions
other than those specified herein, and granting any waiver of the Commission’s regulations
necessary to implement such Settlement Rates in accordance with this Settlement.

APPENDIX A
PRO FORMA
TARIFF SHEETS

Pro forma Tariff Sheets
(Redline)

PRO FORMA SHEET NO. 4
-------- --------------- NON-EASTCHESTER RATES (All in $ Per Dth) 1/ ---------------
----------
Non-Settlement ------------------ Settlement Recourse Rates ---------------------
Recourse & ---- Applicable to Non-Eastchester/Non-Contesting Shippers 2/ ----
Maximum Maximum Maximum Eastchester
Initial Effective Effective Effective Effective
Effective
Minimum Minimum Rates 3/ 1/1/2003 97/1/201604 91/1/201705
91/1/201806 1/1/2007
RTS DEMAND (Monthly):
Zone 1 $0.0000 $7.5637 $0.00007.5637 $6.19289586 $5.99826.8514
$5.59976.7788 $6.5971
Zone 2 $0.0000 $6.4976 $0.00006.4976 $5.33819778 $5.16785.8857
$4.79985.8233 $5.6673
Inter-Zone $0.0000 $12.7150 $0.000012.7150 $10.47551.6978 $9.867211.5177
$8.802611.3956 $11.0902
Zone 1 (MFV) 1/ $0.0000 $5.3607 $5.3607 $4.9318 $4.8559 $4.8044 $4.6757
RTS COMMODITY (Daily):
Zone 1 $0.0030 $0.0030 $0.00340 $0.00340 $0.00340 $0.00340
$0.0030
Zone 2 $0.0024 $0.0024 $0.00224 $0.00224 $0.00224 $0.00224
$0.0024
Inter-Zone $0.0054 $0.0054 $0.00564 $0.00564 $0.00564 $0.00564
$0.0054
Zone 1 (MFV) 1/ $0.0300 $0.1506 $0.1506 $0.1386 $0.1364 $0.1350 $0.1314
ITS COMMODITY (Daily):

Zone 1 $0.0030 $0.2517 $0.00342517 $0.20702318 $0.20062283
$0.18752259 $0.2199
Zone 2 $0.0024 $0.2160 $0.00222160 $0.17771989 $0.17211959
$0.16001938 $0.1887
Inter-Zone $0.0054 $0.4234 $0.00564234 $0.35003900 $0.33003840
$0.29503800 $0.3700
Zone 1 (MFV) 1/ $0.0300 $0.3268 $0.3268 $0.3007 $0.2960 $0.2929 $0.2850
MAXIMUM VOLUMETRIC CAPACITY RELEASE RATE (Daily) 24/:
Zone 1 $0.0000 $0.2487 $0.00002487 $0.20362288 $0.19722253
$0.18412229 $0.2169
Zone 2 $0.0000 $0.2136 $0.00002136 $0.17551965 $0.16991935
$0.1578915 $0.1863
Inter-Zone $0.0000 $0.4180 $0.00004180 $0.3444846 $0.32443787
$0.28943746 $0.3646
Zone 1 (MFV) 1/ $0.0000 $0.1762 $0.1762 $0.1621 $0.1596 $0.1580 $0.1537
**SEE SHEET NOS. 4A, 4B, and 4C FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE
(Footnotes continued on Sheet 4.01)

PRO FORMA SHEET NO. 4.01
___________________________________________________________________________________________________
1/ As authorized pursuant to order of the Federal Energy Regulatory Commission, Docket Nos. RS92-17-003,
et al., dated June 18, 1993 (63 FERC para. 61,285).
21/ Settlement Recourse Rates were established in Iroquois' Transporter’s Settlement dated August 29,
2003 August 18, 2016[TBD], in Docket No. RP16-301-000, which was
approved by Commission order issued Oct. 24, 2003[TBD], in Docket No. RP03-589-000RP16-301-
000established new base tariff recourse rates referred to as “Settlement Rates” and . That Settlement also
established a moratorium on changes to the Settlement Rates until January 1, 2008September 1, 2020,
defines the
Non-Eastchester/Non-Contesting parties to which it applies, and provides that Iroquois' TCRA will be
terminated on July 1, 2004. All
recourse/ Maximum and Minimum Rates listed on Sheet Nos. 4, 4B, 4C, and 5A are Settlement Rates were
established in the
Settlement and therefore are subject to the moratorium.
3/ See Sections 1.2 and 4.3 of the Settlement referenced in footnote 2. As directed by the Commission's
January 30, 2004 Order in Docket No. RP04-136, the Eastchester Initial Rates apply for service to
Eastchester Shippers prior to the July 1, 2004 effective date of the rates set forth on Sheet No. 4C.
42/ No rate cap shall apply to any capacity releases with terms of less than or equal to one year
pursuant to FERC Order Nos. 712 et al.

PRO FORMA SHEET NO. 4B
EXTENDED RECEIPT AND EXTENDED DELIVERY RATES (All in $ Per Dth)
Applicable to Non-Eastchester/Non-Contesting Shippers 1/
ER/ED COMMODITY (Daily):
----------- Maximum Rates -------------
Minimum Effective Effective Effective
Primary Contract Path Rate 9/1/2016 9/1/2017 9/1/2018
Zone 1 $0.0056 $0.1464 $0.1328 $0.1109
Zone 2 $0.0056 $0.1745 $0.1601 $0.1372
------------------- Maximum Rates -----------------------
Effective Effective Effective Effective Effective
Minimum 1/1/2003 7/1/2004 1/1/2005 1/1/2006 1/1/2007
ER/ED COMMODITY:
Zone 1 $0.0054 $0.2098 $0.1935 $0.1906 $0.1886 $0.1837
Zone 2 $0.0054 $0.1747 $0.1612 $0.1588 $0.1572 $0.1531
Zone 2 (MFV) $0.0324 $0.3223 $0.2968 $0.2922 $0.2892 $0.2815
_________________________________________________________________________________
1/ Extended Receipt ("ER") and Extended Delivery ("ED") rates are
derived from
the Settlement Recourse Maximum and Minimum Rates shown on Sheet No. 4,
using the methodology
approved by the Commission for ER/ED rates in
Docket No. RP03-258. The Non-Eastchester/Non-Contesting Shippers to
which ER/ED rates apply are defined in Iroquois' August 29, 2003
Settlement approved by the Commission's October 24, 2003 order in
Docket No. RP03-589. ER/ED rates
apply to transactions utilizing a zone
other than the zone/Lateral for which
service was contracted in

Shipper's RTS contract pursuant to Sections 7.1.1
and 7.3.1 of
Transporter's General Terms and Conditions and are in addition to
rates otherwise applicable under such contract.

PRO FORMA SHEET NO. 4C
------------------------ EASTCHESTER RATES 12/ (All in $ Per Dth) ------------------------
Eastchester Primary Access Rates
--------- Maximum Rates 2/ -----------
Minimum Effective Effective
Rate 9/1/2016 9/1/2018
RTS Demand (Monthly) $0.0000 $13.8396 $12.0146
RTS Commodity (Daily) $0.0000 $0.0000 $0.0000
ITS Commodity (Daily) $0.0000 $0.4550 $0.3950
Volumetric Capacity
Release (Daily) 3/ $0.0000 $0.4550 $0.3950
-------------- Maximum Rates ------------------
7/1/2004 - 12/31/2007 1/1/2008
Eastchester RTS Demand 5/: $0.0000 $20.075 $19.3146
Eastchester RTS Commodity: $0.0000 $ 0.0000 $ 0.0000
Eastchester ITS Commodity: $0.0000 $ 0.6600 $ 0.6350
Eastchester Secondary Access Rates (Daily) 4/ 3/
---------- Maximum Rates -------------
Rate 9/1/2016 9/1/2017 9/1/2018

Primary Contract Path:
Zone 1 $0.0000 $0.2480 $0.2544 $0.2075
Zone 2 $0.0000 $0.2773 $0.2829 $0.2350
Inter-Zone $0.0000 $0.1050 $0.1250 $0.1000
---------------------- Maximum Rates -------------------------------
-------
Minimum Effective Effective Effective Effective Effective
7/1/2004 1/1/2005 1/1/2006 1/1/2007 1/1/2008
Primary Contract Path
Zone 1 $0.0000 $0.4282 $0.4317 $0.4341 $0.4401 $0.4151
Zone 2 $0.0000 $0.4611 $0.4641 $0.4662 $0.4713 $0.4463
Inter-Zone $0.0000 $0.2700 $0.2760 $0.2800 $0.2900 $0.2650
Zone 1 (MFV) 1/ $0.0000 $0.3593 $0.3640 $0.3671 $0.3750 $0.3500
**SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE 5/ 4/
____________________________
1/ As authorized pursuant to order of the Federal Energy Regulatory Commission, Docket Nos. RS92-17-003,
et al., dated June 18, 1993 (63 FERC para. 61,285).
2/ Applicable to "Eastchester Shipper" as defined in Section 2.27 of the General Terms & Conditions.
(Footnotes continued on Sheet 4D)

PRO FORMA SHEET NO. 4D
____________________________________________________________________________________________________
32/ Transporter’s Settlement dated August 18, 2016, in Docket No. RP16-301-000, which was approved by
Commission order issued [TBD], established new base tariff recourse rates referred to as “Settlement Rates”
and a moratorium on changes to the Settlement Rates until September 1, 2020. All recourse Maximum and
Minimum Rates listed on Sheet Nos. 4, 4B, 4C, and 5A are Settlement Rates subject to the moratorium.
4/ Eastchester Secondary Access Rates ("ESAR") are derived from the Settlement Rates shown
on Sheet Nos. 4 and 4C.
Applicable to "Eastchester Shipper" that accesses Eastchester from Iroquois' pre-Eastchester system.
See Section 1.2(c) of Iroquois' August 29, 2003 rate settlement in Docket No. RP03-589. Eastchester
Secondary Access Rates are subject to change (increase or decrease) based on changes to rates for
service on the pre-Eastchester system, in accordance with Section 1.1 of Iroquois' August 12, 2004
rate settlement in Docket No. RP04-136.
45/ Eastchester Shippers (including those using Eastchester Secondary Access Service) are subject to
tThe
ACA Adjustment and the Measurement Variance/Fuel Use Factor, all as set forth on Sheet 4A,
and any similar adjustment or surcharge of general applicability approved by the Commission except
that in no event shall such an adjustment be assessed more than once for a single transaction.
5/ No rate cap shall apply to any capacity releases with terms of less than or equal to one year pursuant
to FERC Order Nos. 712 et al.

PRO FORMA SHEET NO. 5A
---------------- HUB SERVICE RATES 1/ (All rates in $ Per Dth) ------------------
HUB SERVICE COMMODITY RATES (Daily):
-------------- Maximum Rates ------------------
Rate 3/7/20069/1/2016 1/1/20079/1/2017 1/1/20089/1/2018
Zone 1 $0.00340 $ 0.22990.2110 $ 0.22390.2046 $ 0.22390.1915
Inter-Zone $0.00564 $ 0.38400.3540 $ 0.37400.3340 $ 0.37400.2990
Eastchester 2/ $0.0000 $ 0.66400.4590 $ 0.66400.4590 $ 0.63900.3990
HUB SERVICE DAILY BALANCE RATES:
Minimum $ 0.0000
Maximum $ 0.0154
_________________________________________________________________________________
1/ SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE
2/ Applicable to "Eastchester Shipper" as defined in Section 2.27 of the General
Terms & Conditions.

Pro forma Tariff Sheets
(Clean)

PRO FORMA SHEET NO. 4
---------- NON-EASTCHESTER RATES (All in $ Per Dth) 1/ ------------
Maximum Maximum Maximum
Effective Effective Effective
Minimum 9/1/2016 9/1/2017 9/1/2018
RTS DEMAND (Monthly):
Zone 1 $0.0000 $6.1928 $5.9982 $5.5997
Zone 2 $0.0000 $5.3381 $5.1678 $4.7998
Inter-Zone $0.0000 $10.4755 $9.8672 $8.8026
RTS COMMODITY (Daily):
Zone 1 $0.0034 $0.0034 $0.0034 $0.0034
Zone 2 $0.0022 $0.0022 $0.0022 $0.0022
Inter-Zone $0.0056 $0.0056 $0.0056 $0.0056
ITS COMMODITY (Daily):
Zone 1 $0.0034 $0.2070 $0.2006 $0.1875
Zone 2 $0.0022 $0.1777 $0.1721 $0.1600
Inter-Zone $0.0056 $0.3500 $0.3300 $0.2950
VOLUMETRIC CAPACITY RELEASE (Daily) 2/:
Zone 1 $0.0000 $0.2036 $0.1972 $0.1841
Zone 2 $0.0000 $0.1755 $0.1699 $0.1578
Inter-Zone $0.0000 $0.3444 $0.3244 $0.2894
**SEE SHEET NOS. 4A, 4B, and 4C FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE
(Footnotes continued on Sheet 4.01)

PRO FORMA SHEET NO. 4.01
___________________________________________________________________________________________________

PRO FORMA SHEET NO. 4B
EXTENDED RECEIPT AND EXTENDED DELIVERY RATES (All in $ Per Dth)
Applicable to Non-Eastchester Shippers 1/
ER/ED COMMODITY (Daily):
----------- Maximum Rates -------------
Primary Contract Path Rate 9/1/2016 9/1/2017 9/1/2018
Zone 1 $0.0056 $0.1464 $0.1328 $0.1109
Zone 2 $0.0056 $0.1745 $0.1601 $0.1372
_________________________________________________________________________________
1/ Extended Receipt ("ER") and Extended Delivery ("ED") rates are derived from
the Maximum and Minimum Rates shown on Sheet No. 4, using the methodology
approved by the Commission for ER/ED rates in Docket No. RP03-258. ER/ED rates
apply to transactions utilizing a zone other than the zone/Lateral for which
service was contracted in Shipper's RTS contract pursuant to Sections 7.1.1
and 7.3.1 of Transporter's General Terms and Conditions and are in addition to
rates otherwise applicable under such contract.

PRO FORMA SHEET NO. 4C
---------------- EASTCHESTER RATES 1/ (All in $ Per Dth) --------------------
Eastchester Primary Access Rates
--------- Maximum Rates 2/ -----------
Rate 9/1/2016 9/1/2018
RTS Demand (Monthly) $0.0000 $13.8396 $12.0146
RTS Commodity (Daily) $0.0000 $0.0000 $0.0000
ITS Commodity (Daily) $0.0000 $0.4550 $0.3950
Volumetric Capacity
Release (Daily) 3/ $0.0000 $0.4550 $0.3950
Eastchester Secondary Access Rates (Daily) 4/
---------- Maximum Rates -------------
Rate 9/1/2016 9/1/2017 9/1/2018
Primary Contract Path:
Zone 1 $0.0000 $0.2480 $0.2544 $0.2075
Zone 2 $0.0000 $0.2773 $0.2829 $0.2350
Inter-Zone $0.0000 $0.1050 $0.1250 $0.1000
**SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE 5/
(Footnotes continued on Sheet 4D)

PRO FORMA SHEET NO. 4D
____________________________________________________________________________________________________
4/ Eastchester Secondary Access Rates ("ESAR") are derived from the Settlement Rates shown
on Sheet Nos. 4 and 4C.
5/ Eastchester Shippers (including those using Eastchester Secondary Access Service) are subject to
the ACA Adjustment and the Measurement Variance/Fuel Use Factor, all as set forth on Sheet 4A,
and any similar adjustment or surcharge of general applicability approved by the Commission except
that in no event shall such an adjustment be assessed more than once for a single transaction.

PRO FORMA SHEET NO. 5A
---------------- HUB SERVICE RATES 1/ (All rates in $ Per Dth) ------------------
HUB SERVICE COMMODITY RATES (Daily):
-------------- Maximum Rates ------------------
Rate 9/1/2016 9/1/2017 9/1/2018
Zone 1 $0.0034 $ 0.2110 $ 0.2046 $ 0.1915
Inter-Zone $0.0056 $ 0.3540 $ 0.3340 $ 0.2990
Eastchester 2/ $0.0000 $ 0.4590 $ 0.4590 $ 0.3990
HUB SERVICE DAILY BALANCE RATES:
Minimum $ 0.0000
Maximum $ 0.0154
_________________________________________________________________________________
1/ SEE SHEET NO. 4A FOR ADJUSTMENTS TO RATES WHICH MAY BE APPLICABLE
2/ Applicable to "Eastchester Shipper" as defined in Section 2.27 of the General
Terms & Conditions.

APPENDIX B
DEPRECIATION, AMORTIZATION, AND
NEGATIVE SALVAGE RATES

APPENDIX B
Iroquois Gas Transmission, L.P.
Depreciation, Amortization, and Negative Salvage Rates
Transmission Plant
Mainline 1.50%
Eastchester 2.75%
Total (Weighted Ave) 1.97%
Mainline Negative Salvage 0.20%
Eastchester Negative Salvage 0.20%
General Plant
Land and Land Rights (Acct. 389) 0.00%
Structures & Improvements (Acct. 390) 1.90%
Office Furniture & Equipment (Acct. 391) 6.67%
Transportation Equipment (Acct. 392) 12.00%
Communication Equipment (Acct. 397) 10.00%
Miscellaneous Equipment (Acct. 398) 10.00%
Other Tangible Property (Acct. 399) 10.00%
Amortization
Intangible – Mainline (Acct. 303) 0.35%
Intangible – Eastchester (Acct. 303) 2.00%
Total (Weighted Ave) 1.38%

APPENDIX C
TARIFF MODERNIZATION

APPENDIX C
Summary of Tariff Modernization Changes Per Article II, Section 2.3
Subject to the limitations specified in Article II, Sections 2.2 and 2.3 of the Stipulation
and Settlement Agreement, Iroquois may file the following tariff changes during the Moratorium:
I. Fuel & Losses Provision
Iroquois may file to update its fuel and losses mechanism to retain the current practice of
establishing fuel and losses percentages on a monthly basis, but streamline the tariff
language, including the elimination of formula provisions, and include supporting detail
in annual FERC filings.
II. System Reliability and Integrity Protection Enhancements
Subject to the limitations contained in Article 2.2 and 2.3 of the Stipulation, Iroquois may
file to update its tariff rules to be more in line with those of other pipelines serving the
same market areas in order to protect Iroquois’ system integrity, avoid risk to firm service
reliability, and allocate appropriate cost responsibility for service utilization. During the
Moratorium, these changes may include:
A. Critical Notice/OFO Provisions
 Iroquois may file tariff changes to include details regarding circumstances
in which it might issue Critical Notice (“CN”) or Operational Flow Order
(“OFO”) declarations, the required scope, duration, information, and steps
to incent compliance with such declarations.
 Iroquois may file tariff changes to memorialize protocol, give examples of
circumstances in which Iroquois may determine to issue CN/OFO
declarations, and provide sanctions (including penalties and flow control)
for shipper failure to adhere to CN/OFO declarations.
B. Daily and Hourly Variance Requirements, Imbalance Management, and
Associated Penalties
 Iroquois may file tariff changes to establish monthly cash-out requirements
for non-OBA imbalances.
 Iroquois may file tariff changes to clarify obligations of shippers vs. point
operators.
 Iroquois may file to update its existing tariff penalty provisions to conform
to FERC policy and industry practice.

 Iroquois may file to eliminate the ACA charge for PAL service, given that
PAL customers will have already paid the ACA charge as part of the
associated transportation.
C. Iroquois may file to eliminate ER/ED to afford primary firm shippers greater
reliability of service in later Gas Day nomination windows.
III. Updated and Clarified ROFR Process
Iroquois may file to update and clarify its ROFR tariff provisions to better reflect
Commission policy and market needs. During the Moratorium such proposed changes
may include:
 Streamline timeframes, add flexibility for timing of open seasons, and
close gaps in process (such as what happens when there is no competing
bid);
 Clarify and potentially eliminate second renewal option; and
 Clarify process for addressing instances of no third party bidder and failure
of Iroquois and shipper to agree on renewal terms.
IV. Clarified Service Rights
During the Moratorium, Iroquois may file to clarify service rights, including:
A. New RTS-Displacement (“RTS-D”) Rate Schedule - To clearly distinguish firm
service rights that are qualified by the need for offsetting service (i.e., backhaul),
Iroquois may file to establish a new RTS-D Rate Schedule; with the exception of
the requirement for offsetting service, the same RTS rates and terms will apply to
such new RTS-D service.
B. New Flow Path Designation - Given that Iroquois’ system has become bi-
directional, Iroquois may file tariff changes to require assignment of flow paths in
all firm shipper service agreements (both new and existing) and clarify path and
point entitlements.
C. HUB Service Update – Iroquois may file tariff changes to expand HUB service
availability (currently limited to Waddington) so that shippers may borrow and
pay back gas at each physical receipt point on Iroquois’ system.

APPENDIX D
LIST OF PARTICIPANTS
SUPPORTING OR NOT OPPOSING
THE SETTLEMENT

APPENDIX D
Participants Supporting or Not Opposing
the Settlement
American Forest & Paper Association
Bay State Gas Company d/b/a Columbia Gas of Massachusetts
BG Energy Merchants, LLC
BP Energy Company
Cabot Oil & Gas Corporation
Calpine Energy Services, L.P.
Canadian Association of Petroleum Producers
Cargill, Incorporated
Castleton Commodities Merchant Trading L.P.
Central Hudson Gas & Electric Corporation
Connecticut Natural Gas Corporation
Connecticut Public Utilities Regulatory Authority
ConocoPhillips Company
Consolidated Edison Company of New York, Inc.
Direct Energy Business Marketing, LLC
Emera Energy Services Inc.
Exelon Corporation
George Jepsen, Attorney General for the State of Connecticut
Iberdrola Energy Services LLC
Infinite Energy, Inc.
Koch Energy Services, LLC
Liberty Utilities (EnergyNorth Natural Gas) Corp. d/b/a Liberty Utilities
Massachusetts Attorney General
Mercuria Energy Gas Trading LLC
National Grid Gas Delivery Companies
New Athens Generating Company, LLC
New Jersey Board of Public Utilities
New Jersey Division of Rate Counsel
New Jersey Natural Gas Company
New York Public Service Commission
New York State Electric & Gas Corporation
NJR Energy Services Company
NSTAR Gas Company d/b/a Eversource
Process Gas Consumers Group
Public Citizen, Inc

Sequent Energy Management, L.P.
St. Lawrence Gas Company, Inc.
Talen Energy Marketing, LLC
Tenaska Marketing Ventures
The New England Local Distribution Companies
The Southern Connecticut Gas Company
Yankee Gas Services Company d/b/a Eversource

EXPLANATORY STATEMENT TO
SETTLEMENT

UNITED STATES OF AMERICA
BEFORE THE
)
Iroquois Gas Transmission System, L.P. ) Docket No. RP16-301-000
)
EXPLANATORY STATEMENT TO
STIPULATION AND SETTLEMENTAGREEMENT
(August 18, 2016)
Pursuant to Rule 602(c)(1) of the Rules of Practice and Procedure of the Federal
Energy Regulatory Commission (“Commission”), 18 C.F.R. § 385.602(c)(1), Iroquois
Gas Transmission System, L.P. (“Iroquois”) provides this Explanatory Statement to the
concurrently filed Stipulation and Settlement Agreement (“Settlement”),1
which resolves
all issues in this rate proceeding under section 5 of the Natural Gas Act, 15 U.S.C.
§ 717d. Iroquois is aware of no opposition to the Settlement.
I. SUMMARY OF SETTLEMENT
Article I (Rate Matters): Section 1.1 establishes Iroquois’ base tariff recourse
rates, as set forth on Pro Forma Sheet Nos. 4, 4.01. 4B, 4C, 4D, and 5A contained in
Appendix A to the Settlement, providing three scheduled rate reductions to be effective
September 1 of 2016, 2017, and 2018. Section 1.2 provides that Iroquois will file revised
tariff sheets reflecting the Settlement Rates within 15 days after the Settlement becomes
effective. Section 1.3 provides that Iroquois will file Interim Settlement Rates to be
effective September 1, 2016, pending Commission approval of the Settlement. Section
1
This Explanatory Statement is provided for informational purposes only. The
terms of the Settlement are controlling.

2
1.4 provides that Iroquois will use the depreciation, amortization, and negative salvage
rates set forth on Appendix B to the Settlement.
Article II (Rate Moratorium): Section 2.1 establishes a Moratorium that
prohibits parties from requesting a change to the Settlement Rates prior to September 1,
2020. Sections 2.2 and 2.3 identify certain types of filings that are not prohibited by the
Moratorium. Section 2.4 provides that, in the event that Iroquois makes a Tariff filing
pursuant to Section 2.2 or 2.3 during the Moratorium, parties retain their right to protest
such a section 4 filing. Section 2.5 provides that Iroquois will afford shippers an
opportunity to preview and comment on certain section 4 tariff filings that Iroquois may
submit during the Moratorium. Section 2.6 provides that the Moratorium and all
provisions of Article II terminate on August 31, 2020.
Article III (Future Section 4 Rate Filing): Section 3.1 provides that, upon
conclusion of the Moratorium, Iroquois will file a general section 4 rate case no later than
September 1, 2022, unless such obligation is extinguished through a prior change to the
Settlement Rates. Section 3.2 provides that Iroquois will provide shippers thirty days
notice and overview of the general section 4 filing.
Article IV (Term): The term of the Settlement shall commence on September 1,
2016 and shall terminate after the end of the Moratorium, upon the earliest post-
Moratorium effectiveness of new base tariff rates that are the result of a general rate
change pursuant to section 4 of the Natural Gas Act, a general rate settlement, or a
general modification of Iroquois’ base tariff rates in a proceeding instituted pursuant to
section 5 of the Natural Gas Act.
Article V (Effectiveness): Section 5.1 provides that the various provisions of the
Settlement are not severable and will become effective on the date the Settlement is

3
approved by a final Commission order. Section 5.2 provides that, in the event the
Commission modifies the Settlement, parties may refuse to accept the modified
Settlement and become a Contesting Party. While the parties know of no opposition to
the Settlement, in the event that the Settlement is contested, Section 5.3 provides that it is
the intent of the parties that the Commission approve the Settlement for all Non-
Contesting Parties.2
Any Contesting Parties will neither be bound by, nor receive the
benefits of, the Settlement.
Article VI (Waiver and Authority): Approval of the Settlement constitutes any
and all waivers and provides all authority under the Natural Gas Act and the
Commission’s rules and regulations that may be necessary for the Settlement to be
effectuated in accordance with all of its terms.
Article VII (Changes to Settlement and Standard of Review): Section 7.1
establishes that the Settlement is the final and binding agreement of the Non-Contesting
Parties and may be modified only by written agreement of all Non-Contesting Parties.
Section 7.2 sets forth the standard of review for changes to the settlement after approval,
as further described in Section II, Question 5, below.
Article VIII (Reservations and Conditions): Article VIII contains standard
reservations stating that parties waive no rights other than as specifically provided in the
Settlement, that the Settlement should not be construed against any party as drafter, that
2
“Non-Contesting Parties” are parties that either support, do not oppose, or take no
position regarding this Settlement. “Contesting Parties” are parties that oppose
this Settlement or suggest or request in any manner a modification, reservation or
condition to this Settlement as originally filed, regardless of whether such party
characterizes its comments as being in support of the Settlement. Parties that fail
to accept a Commission modification to this Settlement pursuant to Section 5.2
shall also be Contesting Parties.

4
the Settlement does not establish any principles, policies, or practices, and that
Commission approval of the Settlement authorizes Iroquois to implement the Settlement
Rates on the dates without suspension.
II. QUESTIONS RAISED BY THE CHIEF JUDGE’S OCTOBER 23, 2003
NOTICE
The Chief Administrative Law Judge’s October 23, 2003 Notice requires parties
submitting settlement agreements to address the following five questions:
1. What are the issues underlying the settlement and what are the major
implications?
Response: As a rate case under section 5 of the Natural Gas Act, this case
presents typical rate issues, such as cost of service, cost allocation, throughput, and rate
design, as applied to Iroquois’ recourse rates.
2. Whether any of the issues raise policy implications.
Response: The issues presented are primarily factual issues, which do not
raise major policy implications.
3. Whether other pending cases may be affected.
Response: No other pending cases are affected by this Settlement.
4. Whether the settlement involves issues of first impression, or if there
are any reversals on the issues involved.
Response: The Settlement involves no issues of first impression and no
reversals on the issues involved.
5. Whether the proceeding is subject to the just and reasonable standard
or whether there is Mobile-Sierra language making it the standard,
i.e., the applicable standards of review.
Response: The governing review standard for approval of the Settlement is
provided by Rule 602, 18 C.F.R. § 385.602. Assuming that the Settlement is uncontested

5
as Iroquois expects, Rule 602(g)(3) provides that the Commission may approve the
Settlement “upon a finding that the settlement appears to be fair and reasonable and in the
public interest.” However, as provided in Article VII of the Settlement, after approval,
any changes to the Settlement on behalf of a party must satisfy the “public interest”
standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Services Corp.,
350 U.S. 332 (1956), Federal Power Commission v. Sierra Pacific Power Co., 350 U.S.
348 (1956), and Morgan Stanley Capital Group Inc. v. Pub. Util. Dist. No. 1, 554 U.S.
527 (2008), while changes to the Settlement on behalf of a non-party or the Commission
acting sua ponte must satisfy the most stringent standard permissible under applicable
law.

DRAFT COMMISSION LETTER ORDER
APPROVING THE SETTLEMENT

Document Content(s)
W0095446.DOCX.........................................................1-3
W0098049.PDF..........................................................4-55

Iroquois Gas Transmission Proposed Rate Settlement Agreement to Charge Customers Less

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