20181114Morris Exhibit 16.pdf

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ldaho Public Utilities Comrnissron
Office of the SecretaryRECEIVED
OCT I tr 20t8
Boise, ldaho
Press Release
Hydro One and Avista Announce Selection of lndependent Directors for Post-Merger
Avista Board
TORONTO and SPOKANE, WA, November 7, 2Ol8 - Hydro One Limited ("Hydro One") (TSX: H) and Avista
Corporation ("Avista") (NYSE: AVA) today announced the five independent directors selected to serve on the new
Avista Board of Directors, if the proposed merger is approved by utility commissions in Washington, ldaho and
Oregon. The proposed merger has received regulatory approval from the Alaska and Montana commissions and
other federal agencies. As outlined in the proposed merger commitments pending before the commissions, two
independent directors were selected by Avista and three independent directors were selected by Hydro One.
All five selections are independent of both organizations, as defined by New York Stock Exchange rules, and have
ties to the U.S. Pacific Northwest. The four remaining directors will include Avista's current CEO and chairman,
Scott Morris, continuing in his role as chairman, current Avista president and director Dennis Vermillion, the CEO
of Hydro One and one other senior executive from Hydro One, to be named. Seven of the nine total directors
have ties to the U.S. Pacific Northwest, with six of these serving as current Avista directors or employees,
ensuring that these directors are familiar with Avista's service territory.
"As we move through the regulatory process, the selection of these independent board members is a vital step in
affirming that we will have strong oversight and leadership in place and ready to engage once the transaction
closes," Avista Chairman and Chief Executive Officer Scott L. Morris said. "These individuals are highly
experienced, well-versed in our business, understand the needs of our communities and have demonstrated
outstanding commitment to our region. We're also pleased that members of Avista's current board have agreed
to serve on the future board, and we believe this benefits both organizations and provides for continuity of
leadership. We look fonryard to working with this strong group of leaders as we lead Avista into the future."
"This selection of independent directors brings a strong combination of impressive credentials, depth of
experience and a connection to the people and communities of the U.S. Pacific Northwest," said Paul Dobson,
acting President and CEO, Hydro One. "This Board of Directors will be well-equipped to guide the long-term
health and success of Avista and preserve the identity, culture and proud legacy of this historic company."
The independent directors were selected at this time so that the Avista board of directors would be prepared and
ready to begin serving their terms assuming the proposed transaction is approved and closes, which is requested
by the end of this year. The newly selected directors are:
a Kristianne Blake (Avista selection): Ms. Blake serves on the current Avista Board of Directors as lead
director and has been an Avista Director since 2000. She is a long-time resident of Spokane, Washington
and has a rich history of involvement in the Spokane community. She has been the president of the
accounting firm of Kristianne Gates Blake, P.S. since 1987 and has an extensive background in public
accounting. She was a Certified Public Accountant for 33 years, and she worked for 13 years for an
international accounting firm. She has served for 22 years on various boards of public companies and
Press Release - November 2018 Exhibit No. 16
Case Nos. AVU-E-1 7-09/AVU-G- 1 7-05
S. Morris, Avista
Schedule 1, Page 'l of 4
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registered investment companies. Ms. Blake is also currently serving as board chair for the Russell
lnvestment Company and the Russell investment Funds.
Donald Burke (Avista selection): Mr. Burke serves on the current Avista Board of Directors as the chair of
the audit committee and has been an Avista Director since 2011. As a director, he has served as the
Board's designated financial expert. He also currently serves as an independent director for the Virtus
mutual fund complex and Duff & Phelps closed-end funds complex. From 2006 to 2010, Mr. Burke served
as a trustee for numerous global funds that were advised by BlackRock, lnc. From 2006 to 2009, he was a
managing director of BlackRock and served as the president and CEO of the BlackRock U.S. mutual funds.
ln this role, Mr. Burke was responsible for all of the accounting, tax and regulatory reporting
requirements for over 300 open and closed-end mutual funds. Mr. Burke joined BlackRock in connection
with the merger with Merrill Lynch lnvestment Managers ("MLlM"), taking a lead role in the integration
of the two firms' operating infrastructures. While at MLIM, Mr. Burke was the Head of Global Operations
and Client Services and also served as the Treasurer and Chief Financial Officer ("CFO") of the MLIM
mutual funds. He brings significant financial experience to the board from his years in public accounting
and his role as the treasurer and CFO of numerous mutual funds. He has extensive board experience,
having served on the audit, compliance, governance & nominating, and contract review committees of
various boards. Through his service as an Avista director, Mr. Burke has demonstrated his commitment to
the Pacific Northwest region.
Christine Gregoire (Hydro One selection|: Ms. Gregoire is the CEO for Challenge Seattle, an organization
comprised of 18 major international companies and non-profits located in the Seattle region. Previously,
she served for two terms as Governor of the State of Washington with a S32B biennial budget and over
50,000 employees. ln her first term as Governor, she created the Department of Early Learning and led
on reforms to the K-12 system and investment in higher education. She led the state in a historical
investment in infrastructure, addressed the water wars in the state, led an historic number of trade
missions, reformed the foster care system to protect children and was among the first to lead in health
care reform. During her second term, Ms. Gregoire led the state in major reforms, management and
budgeting to position the state as one of the most financially secure to come out of the "Great
Recession." Prior to becoming Governor, she served for three terms as Attorney General for the State
and prior to becoming Attorney General, she served four years as the Director of the State Department of
Ecology. She is also a member of the Fred Hutch Cancer Research Center and the Bipartisan Governo/s
Council, and on the advisory boards of the William D. Ruckelshaus Center and the Progressive Coalition
for American Jobs. Ms. Gregoire recently completed her third year as Chair on the National Export-lmport
Bank Advisory Board. She is a graduate of Gonzaga University School of Law, and she and her husband
also have a home in north ldaho.
Scott Maw (Hydro One selection): Mr. Maw serves on the current Avista Board of Directors and has been
an Avista Director since 2016. He has been executive vice president and CFO for Starbucks Coffee
Company since Februa ry 20L4. He is responsible for Starbucks' Global Finance organization. Prior to that,
he served as senior vice president of Corporate Finance for Starbucks where he was responsible for
corporate finance, including accounting, tax and treasury. Mr. Maw also had oversight for allfinancial and
securities-related regulatory filings. He joined Starbucks as global controller in 2011. Prior to joining
Starbucks, Mr. Maw served as CFO of SeaBright lnsurance Company from 2010 to 2011. From 2008 to
February 2010 he served as CFO of the Consumer Banking division of JPMorgan Chase & Co. He is a
Seattle, Wash. resident, with roots in Eastern Washington. He graduated from Deer Park High School, just
north of Spokane, and is a graduate of Gonzaga University.
Press Release - November 2018 Exhibit No. 16
Case Nos. AVU-E-1 7-09/AVU-G-1 7-05
S. Morris, Avista
Schedule 1,Page2ol 4
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a Marc Racicot (Hydro One selection): Mr. Racicot seryes on the current Avista Board of Directors and has
been an Avista Director since 2009. He served as president and CEO of the American lnsurance
Association from August, 2005 to February,2OO9. Prior to that, he was a partner at the law firm of
Bracewell & Giuliani, LLP from 2001to 2005. He is a former governor (1993 to 2001) and attorney general
(1989 to 1993) of the state of Montana. Mr. Racicot was nominated by President Bush and unanimously
elected to serve as the chair of the Republican National Committee from 2002 to 2003 prior to assuming
the position of chair of the Bush/Cheney Re-election Committee from 2003 to 2004. He previously served
as a director for Siebel Systems, Allied Capital Corporation, Burlington Northern Santa Fe Corporation
Plum Creek Timber Company, and The Washington Companies, and presently serves as a director for
Weyerhaeuser Company and Massachusetts Mutual Life lnsurance Company. ln addition, throughout his
career, Mr. Racicot has strongly committed himself to children, education and community issues. He was
appointed to the board of The Corporation for National and Community Service by President Clinton and
has also served on the boards of Carroll College, Jobs for America's Graduates and United Way in Helena,
Montana. He is a life-long resident of Montana and a graduate of Carroll College.
Applications for regulatory approval of the transaction are still pending with utility commissions in Washington,
ldaho and Oregon. All approvals have been requested by December L4,20L8; however the utility commissions
will determine when they issue their final orders.
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For further information:
Hydro One
Media:
Jay Armitage
Director, Corporate Com mu nications
media. relations@ hydroone.com, 416-345-5868
lnvestors:
Omar Javed
Vice President, lnvestor Relations
investor. relations@ hydroone.com, 416-345-5943
Avista
Media:
Casey Fielder, Communications Manager
casey.fielde [e-mail] m, 509495-4915
lnvestors:
Jason Lang, lnvestor Relations Manager
jason. la [e-mail], 509-495-2930
Press Release - November 2018 Exhibit No. 16
Case Nos. AVU-E-1 7-09/AVU-G-1 7-05
S. Morris, Avista
Schedule 1, Page 3 of4
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About Hydro One Limited
We are Ontario's largest electricity transmission and distribution provider with more than 1.3 million valued
customers, over CS25 billion in assets and 20L7 annual revenues of nearly C55 billion. Our team of over 7,400
skilled and dedicated regular and non-regular employees proudly and safely serves suburban, rural and remote
communities across Ontario through our 30,000 circuit km of high-voltage transmission and 123,000 circuit km of
primary distribution networks. Hydro One is committed to the communities we serve, and has been rated as the
top utility in Canada for its corporate citizenship, sustainability, and diversity initiatives. We are one of only six
utility companies in Canada to achieve the Sustainable Electricity Company designation from the Canadian
Electricity Association. We also provide advanced broadband telecommunications services on a wholesale basis
utilizing our extensive fibre optic network through Hydro One Telecom lnc. Hydro One Limited's common shares
are listed on the Toronto Stock Exchange (TSX: H).
Forward-Looking Statements and Information
This press release may contain "forward-looking information" within the meaning of applicable securities laws.
Words such as "expect", "anticipate", "intend", "attempt", "-ay", "plan" , "will", "can", "believe", "seek",
"estimate", and variations of such words and similar expressions are intended to identify such fonvard-looking
information. These statements are not guarantees of future performance or actions and involve assumptions and
risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially
from what is expressed, implied or forecasted in such forward-looking information. Some of the factors that
could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by
such fonrvard-looking information, including some of the assumptions used in making such statements, are
discussed more fully in Hydro One's filings with the securities regulatory authorities in Canada, which are
available on SEDAR at www.sedar.com. Hydro One does not intend, and it disclaims any obligation, to update any
forward-looking information, except as required by law.
About Avista Corporation
Avista Corporation is an energy company involved in the production, transmission and distribution of energy as
well as other energy-related businesses. Avista Utilities is our operating division that provides electric service to
383,000 customers and naturalgas to 348,000 customers. lts service territory covers 30,000 square miles in
eastern Washington, northern ldaho and parts of southern and eastern Oregon, with a population of 1.5 million.
Alaska Energy and Resources Company is an Avista subsidiary that provides retail electric service in the city and
borough of Juneau, Alaska, through its subsidiary Alaska Electric Lieht and Power Companv. Avista stock is traded
under the ticker symbol "AVA." For more information about Avista, please visit www.mvAvista.com.
This news release contains forward-looking statements regarding the company's current expectations. Forward-
looking statements are all statements other than historical facts. Such statements speak only as of the date of the
news release and are subject to a variety of risks and uncertainties, many of which are beyond the company's
control, which could cause actual results to differ materially from the expectations. These risks and uncertainties
include, in addition to those discussed herein, all of the factors discussed in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 20L7 and the Quarterly Report on Form 10-Q for the quarter ended Sept.
30,2018.
Press Release - November 2018 Exhibit No. 16
Case Nos. AVU-E-1 7-09/AVU-G-1 7-05
S. Morris, Avista
Schedule 1, Page4of4
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