20250623Exhibit D-2 Proposed Order.pdf

Exhibit D-2
PROPOSED ORDER
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF AVISTA CORPORATION TO ISSUE UP ) CASE NO.
TO 5,500,000 SHARES OF COMMON )
STOCK ) ORDER NO.
On June 18,2025,Avista Corporation("Avista"or"Company")applied to the Idaho Public
Utilities Commission for an Order allowing Avista to issue up to 5,500,000 shares of common
stock.The requested authority is in addition to the authority previously granted by the Idaho Public
Utilities Commission for the issuance and sale of Common Stock in Order No. 35862, in Case No.
AVU-U-23-02 entered July 25,2023,under which 584,042 shares remain authorized but unissued.
After reviewing the record, the Commission approves the Application as discussed below.
BACKGROUND
Idaho Code §§ 61-901 through 61-909 govern the issuance of securities by public utilities.
In summary, "when authorized by order of the commission and not otherwise, [public utilities]
may issue stocks and stock certificates and may issue, assume or guarantee bonds or other
securities payable at periods of more than twelve(12)months after the date thereof...."Idaho Code
§ 61-901. The statutes permit utilities to issue securities for the following purposes: Acquiring
property;building,completing,extending,or improving utility facilities;improving or maintaining
utility service; discharging or lawfully refunding utility obligations; reimbursing money that the
utility has expended to accomplish these purposes from income or other money in the treasury that
is not secured by or obtained from the issue, assumption or guarantee of securities; and
accomplishing any other Commission-approved purpose. Idaho Code § 61-901.

To obtain the Commission's order, the utility must file an application and pay a statutory
fee. Idaho Code §§ 61-902 and-905. The Commission then must dispose of the application within
thirty days, absent an earlier finding of good cause to issue a later order. Idaho Code § 61-904.
The Commission must grant the application unless it finds the proposed issuance would be (1)
inconsistent with the public interest; (2) unnecessary, inappropriate for, or inconsistent with the
applicant's proper performance of its service as a public utility; or (3) for an impermissible
purpose. Idaho Code§ 61-902.
If the utility obtains the Commission's authorization to issue securities,then the utility may
issue the authorized securities for the limited purposes expressed in the statute or allowed by the
Commission.Idaho Code § 61-901.
APPLICATION
Avista asked the Commission to authorize it to issue and sell up to 5,500,000 shares of
authorized but unissued common stock through Avista's Periodic Offering Program, direct sales
or underwritten transactions(such shares being in addition to 584,042 shares previously authorized
by the Commission in Order No. 35862, in Case No. AVU-U-23-02 entered July 25, 2023, that
remain unissued). Avista represented that it would use the net proceeds from the issuances for one
or more of the following purposes: (1) investments in the Applicant's utility plant facilities to
enhance service and system reliability, to replace aging infrastructure and, generally, for the
acquisition of property or the construction, completion, extension or improvement of its utility
facilities, and improvement of its utility service, all as contemplated in its current integrated
resource plan as filed with the Commission, (2) the retirement of maturing long-term debt, the
repayment of short-term debt and the discharge or refunding of other obligations, (3) the
reimbursement of moneys actually expended from income or from other moneys in the treasury of
the Applicant(to the extent not secured by or obtained from the issue, assumption or guarantee of
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securities) for any of the purposes described in (1) or(2) above and/or (4) such other purposes as
may be permitted by law.
STAFF REVIEW
Commission Staff reviewed Avista's Application. Based on that review, Staff
recommended the Commission allow Avista to issue and sell up to 5,500,000 shares of common
stock, as requested (such shares being in addition to the 584,042 shares previously authorized by
the Commission in Order No. 35862, in Case No. AVU-U-23-02 that remain unissued). Staff
observed the proposed issuance and sale of common stock would not significantly affect Avista's
capital structure and would allow the Company to maintain its debt- to-equity ratio. Staff thus
recommended the Commission approve the Application.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
The Commission finds that Avista Corporation is a Washington corporation that is
qualified to do business in Idaho. The Company is a public utility engaged in the generation,
purchase,transmission, distribution and sale of electric energy and the purchase, distribution, and
sale of natural gas. The Company is a natural gas corporation within the definition of Idaho Code
§ 61-117, an electric corporation within the definition of Idaho Code § 61-119, and a public utility
within the definition of Idaho Code § 61-129. The Commission has jurisdiction over this
Application under Idaho Code § 61-901, et seq.
Avista's Application reasonably conforms to Rules 141 through 150 of the Commission's
Rules of Procedure (IDAPA 31.01.01.141-150), and Avista has paid all fees required by Idaho
Code § 61-905.
The proposed issuance is for a lawful purpose, is within Avista's corporate powers, and is
compatible with the public interest.
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The Commission's approval of the issuance is not a finding of fact or a conclusion of law
that the particular use to which these funds are to be put is approved by this Order. The issuance
of an Order authorizing the proposed issuance does not constitute agency determination or
approval of the type of financing or the related costs for ratemaking purposes. The Commission
does not have before it for determination in this case and therefore does not determine the effect
of issuance on rates to be charged by Avista for gas or electric service to consumers in the State of
Idaho.
ORDER
IT IS HEREBY ORDERED that Avista's Application for authority to issue and sell up to
5,500,000 authorized but unissued shares of common stock is granted (such shares being in
addition to 584,042 shares previously authorized by the Commission in Order No. 35862 in Case
No. AVU-U-23-02 entered July 25, 2023, that remain unissued, for a total of 6,084,042 shares).
IT IS FURTHER ORDERED that Avista shall file: the"Report of Securities Transactions"
required by 18 C.F.R. § 34.10.
IT IS FURTHER ORDERED that the issuance of this Order does not constitute acceptance
of Avista's exhibits or other material accompanying this Application for any purpose other than
the issuance of this Order.
IT IS FURTHER ORDERED that nothing in this Order or any act or deed performed in
connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee in
any manner whatsoever any security authorized, issued, assumed, or guaranteed under the
provisions of this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission's regulatory authority regarding rates, service, accounts, evaluation estimates or
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determination of costs or any other matter which may come before the Commission pursuant to its
jurisdiction and authority as provided by law.
THIS IS A FINAL ORDER. Any person interested in the Order (or in issues decided by
this Order)may petition for reconsideration within twenty-one (21)days of the service date of this
Order with regard to any matter decided in this Order and in this case. Within seven(7) days after
any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See Idaho Code §§ 61-626 and 62-619.
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DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this day of
2025.
PRESIDENT
COMMISSIONER
COMMISSIONER
ATTEST:
Commission Secretary
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