20260126Exhibit D-2.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 1,580,000 SHARES OF COMMON )
STOCK ) ORDER NO.
On January 26, 2026, Avista Corporation ("Avista" or "Company") applied to the Idaho
Public Utilities Commission for an Order allowing Avista to issue up to 1,580,000 shares of
common stock under its Long-Term Incentive Plan (LTIP). The requested authority is in addition
to the authority previously granted by the Idaho Public Utilities Commission for the issuance of
Common Stock under the LTIP in Order No. 33401, in Case No. AVU-U-15-01 entered October
23, 2015, under which 1,113,489 shares remain authorized but unissued, for a total of 2,693,489
additional shares. 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 for any
other purpose approved by the Commission. 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 up to 1,580,000 shares of authorized
but unissued common stock under its LTIP. This requested number of shares is in addition to
shares previously authorized in Order No. 33401 in Case No. AVU-U-15-01 entered October 23,
2015 that remain unissued, for a total of 2,693,489 additional shares (such 2015 Order being
similarly supplemental to a succession of previous orders commencing in 1998).
The LTIP, which was adopted in 1998, is intended to benefit the Applicant by offering
opportunities to employees, directors and officers of the Applicant and its subsidiaries to
participate in the Applicant's growth and success and encourage them to remain in service of the
Applicant and its subsidiaries, through stock ownership in the Applicant. The LTIP and awards
thereunder enable the Applicant to attract and retain highly qualified personnel and encourage
personnel to continually improve their performance in operating the business of the Applicant, in
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furtherance of prudence, efficiency and high quality in the performance of the purposes set forth
in Idaho Code § 61-901. Any monetary proceeds received by the Applicant under the LTIP such
as proceeds from the exercise of stock options or the like, will be applied to the purposes set forth
in Idaho Code § 61-901.
STAFF REVIEW
Commission Staff reviewed Avista's Application. Based on that review, Staff
recommended the Commission authorize Avista to issue up to 1,580,000 shares of common stock
under the LTIP, as requested (such shares being in addition to the 1,113,489 shares previously
authorized by the Commission in Order No. 33401, in Case No. AVU-U-15-01 that remain
unissued),for a total of 2,693,489 additional shares. 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.
COMMISSION FINDINGS AND CONCLUSIONS
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.
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The proposed issuance is for a lawful purpose, is within Avista's corporate powers, and is
compatible with the public interest.
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 up to 1,580,000
authorized but unissued shares of common stock under the LTIP is granted (such shares being in
addition to 1,113,489 shares previously authorized by the Commission in Order No. 33401 in Case
No.AVU-U-15-01 entered October 23,2015 that remain unissued,for a total of 2,693,489 shares).
IT IS FURTHER ORDERED that Avista shall file a copy of a verified report filed with
another regulatory agency providing details on the transaction as set forth in IDAPA 31.01.01.143.
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.
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IT IS FURTHER ORDERED that this authorization is without prejudice to the
Commission's regulatory authority regarding rates, service, accounts, evaluation estimates or
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
2026.
PRESIDENT
COMMISSIONER
COMMISSIONER
ATTEST:
Commission Secretary
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