20250722Final_Order_No_36678.pdf

Office of the Secretary
Service Date
July 22,2025
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF AVISTA'S ) CASE NO. AVU-U-25-01
APPLICATION TO ISSUE UP TO )
5,500,000 SHARES OF COMMON STOCK ) ORDER NO. 36678
On June 25, 2025, Avista Corporation ("Company") applied to the Idaho Public Utilities
Commission("Commission")under Idaho Code §§ 61-901, et seq., for authority to issue and sell
up to 5,500,000 shares of common stock ("Application"). Pursuant to Idaho Code § 61-904, the
Commission has 30 days from the filing date to issue an order. After reviewing the record, the
Commission approves the Application as discussed below.
BACKGROUND
Idaho Code §§ 61-901, et seq. governs the issuance of securities by public utilities. "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 statute
permits 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 apply and pay a statutory fee. Idaho
Code §§ 61-902 and -905. The Commission then must dispose of the application within 30 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.
ORDER NO. 36678 1

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's order.Idaho Code § 61-901.
APPLICATION
The Company requested the Commission to authorize it to offer, issue, and sell up to
5,500,000 shares of authorized but unissued common stock. Application at 1. The requested
authorization would be in addition to the authority granted in Order No. 35862, Case No. AVU-
U-23-02, issued on July 25, 2023. Id. The Company represented the securities would be used to
improve service and system reliability through utility plan investments; replace aging
infrastructure;acquire property; construction projects at its utilities facilities;retire long-term debt;
repayment of short-term debt; "reimbursement of moneys actually expended from income or from
other moneys in the" Company's treasury for the above reasons, and other purposes as may be
permitted by law. Application Exhibit 1 at 2.
COMMISSION COMMENTS
Commission Staff ("Staff') reviewed the Application, the requested authority, the
requirements of Idaho Code §§ 61-901, et seq., and Rule 141 of the Commission's Rules of
Procedure. On June 30,2025,the Commission received the fees required by Idaho Code § 61-905.
Staff Comments at 1. Staff noted that the requested authority is in addition to Commission Order
No. 35862, issued on July 25, 2023 (authorizing the Company to issue and sell up to 4,000,000
shares of previously unissued common stock).' Id. Staff confirmed the Company has enough
authorized but unissued shares of common stock to meet the Company's request for both Order
No. 35862 and the present Application. Id. Staff also confirmed that the proposed issuance would
not dramatically impact the Company's capital structure.Id. at 2. Staff recommended the Company
be authorized to issue and sell up to 5,500,000 shares of common stock.Id.
COMMISSION FINDINGS AND DECISION
The Company is a Washington corporation 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 natural gas. The Company is an electric corporation within the definition of
Idaho Code § 61-119, a gas corporation within the definition of Idaho Code § 61-117, and a public
' Staff confirmed that 584,042 shares remain unissued that were previously authorized to be issued by Order No.
35862.
ORDER NO. 36678 2

utility within the definition of Idaho Code § 61-129. The Commission has jurisdiction over the
Application under Idaho Code §§ 61-901, et seq.
After reviewing the Application and all submitted material, we approve the proposed
issuance. We find that the proposed issuance is for a lawful purpose and is within the Company's
corporate powers, that the Application conforms to Rules 141 through 150 of the Commission's
Rules of Procedure, and that the Company has paid all fees due under Idaho Code § 61-905.
The Commission's Order approving the issuance is not a finding of fact or a conclusion of
law that the particular use to which these funds will be put is approved by this Order. This Order
does not constitute agency determination or approval of the type of financing or the related costs
for ratemaking purposes. The Commission does not determine the effect of the issuance on rates
to be charged by the Company for gas or electric service to consumers in Idaho.
ORDER
IT IS HEREBY ORDERED that the Company's Application for authority for the issuance
and sale of 5,500,000 shares of common stock, is granted.
IT IS FURTHER ORDERED that the Company shall file the Report of Securities
Transaction required by 18 C.F.R. § 34.
IT IS FURTHER ORDERED that the Company shall file the terms of the proposed issuance
of securities, and any subsequent change to the terms, with the Commission as soon as practicably
possible.
IT IS FURTHER ORDERED that the foregoing authorization is without prejudice to the
regulatory authority of the Commission with respect to rates, utility capital structure, service
accounts,valuation, estimates for determination of cost or any other matter which may come before
this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9,Title
61, Idaho Code, or any act or deed done or performed in connection therewith 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 Chapter 9, Title 61, Idaho Code.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of
the Company's exhibits or other materials accompanying the Application for any purpose other than
the issuance of this Order.
ORDER NO. 36678 3

THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order. Within seven (7)
days after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration.Idaho Code § 61-626.
DONE by order of the Idaho Public Utilities Commission at Boise, Idaho this 22nd day of
July, 2025.
Gv�
EDWARD LODGE, CO ISSIONER
J R. HAMMOND JR., COMMISSIONER
DAMN HA IE, COMMISSIONER
ATTEST:
j JJQO-e�
M mca arrios-Sanchez
Commission Secretary
1:\Legal\MULTI-UTILITY\A V UU2501 Final em.docx
ORDER NO. 36678 4