20150914Application.pdf

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September 11,2015
State of ldaho
ldaho Public Utilities Commission
Statehouse
Boise lD 83720
Attention: Jean D. Jewell, Secretary
i: t, t ..ililr I, lr!. I -.
AV A-tA-ts -ot
Transmitted herewith are one executed and three conformed copies of an
application for approval of security issuance. The application contains as much
infonnation as is presently knorvn. lf other applicable data or documenE become
available, they will be foruarded to your attention. A check in the amount of
$1,000.00, the maximum fee is coming under separate cover.
The Company requesB to receive an Order of Approvalftom the Commission by
October 12,2015. l/Vhen complete, please send one (1) executed oopies of the
Order of Approvalto:
Richard N. Stevens, Director of Finance
Avista Corporation
East 1411 Mission Avenue
Spokane WA 99202-2600
lf any questions arise or addiUonal infurmation is needed, please do not hesitate to
contact Lauren Pendergraft at 509-495-2998.
Sinerely,
0il*lnt@,v"a'
Richard N. Stevens
Director of Finance
Enclosures
BEFORE THE IDAHO PUBLIC UTIL]TIES COMMISSION
ln the Matterof the APPtication of
AVISTA CORPORATION for an Order authorizing
the offering, issuance and sale of Debt Seeurities
notto exceed $300,000,000 and issuance of
cAsE r,rc. rttlil.11-l9o 1
1.635.000 shares of Sommon S.tock )
Application is hereby made to the ldaho Public Utilities Commission under the provisions of Section 61-
ggi and 61-902, tdiho Code (Laws of 1951, Chapter 143) for an Order authorizing offering, issuance
and sete by Avista Corporation (hereinafter cal!*d "Applicant') of up to $300 million of Debt Securities
and issuance of up to 1,635,000 authorized but ut'iissued shares of its Common Stook effective
$eptember 11 , 2015,
The following information and specific exhibits are fumished in support thereof:
{a} Name and addresq of prineipal business offiSg
Avistra Corporation
1411 Easl Mission Avenue
$pokane WA 99202-2600
Name qf reore,sentative for service:
Mark Thies, Senior Mce President, CFO, and Treasurer
(b) $kte and date of incorporation:
lncoipor:ated Washington Tenitory (now tha State of Washington) on March 15, 1889. The term of
incorporation is PerPetual.
States in vvhich ou?lified to.{q bu$iness:
Washington, ldaho, Montana, and Oregon.
(c) Genqf.At descfjption of,Es.ilre.gs. p.fpperty. and territorv pervg{:
The Applicant is a public utility which oums and operates property ir Eastem Washington,
Norlhern ldaho, Westem Montana, and Centrsl and Southwest Oregon.
The Applicant is engaged in the generation, transmission, distribution, and sale of electric energy,
which it sells at retailto approxirnately 375,936 residential, commercial, and industrialcustomers in
Eastern Washington and Northern ldaho, and at wholesale to public utilities, municipalities and
others as of June 30, 2015. lts electric properti€s are operated as a unified system and are
interconnec,ted with adjacent electric utilities. The eleetric energy sold by the Applicant is
gefierated in power stations, vvhich it orvns in whole or in parl, or obtained by pur,chase or
exchange frorn other utilities and governrnenial agencies.
The Applicant is also engaged in the distribution and sale of natural gas to approximately 334,000
residential, cornmercial and industrial customers in Eastem Washington, Northern ldaho, and
Central & $outhwest Oregon as of June 30, 2015.
(d) Descriotion of securities. indebtedness or liabilities:
Pursuant to Rule 142 at the Rules of Practice and Procedure, the Applicant hereby Files the
application filed with the Washington Utilities and Transportation Comrnlesion as Exhibit "D'1u in
lieu of the apptication required by Rule 141, Applicant further states that:(1) Applicant has pub{ished or will have published within seven days of the date of filing this
Application a notice in those newspapers listed in Rule 141.08 of the Rules of Practice and
Procedure of the ldaho Public Utilities Commission that are in general circulation in
Applicant's ssrvice area.
(2)Attached Exhibits:
Exhibit D-l Gopy of Washington Applicalion
Exhibit EI-2 Form of ldaho Order
D-l
WASHINGTON
ln the matter of the reguest of
AVISTA GORPORATION
BEFORE THE
UTILITIES AND TRA}ISPORTATION COMMISSION
Application
Docket I{o.for an order establishing compliance
u{ith Chapter80.08.040 RCW, , ,,.,,,,,,,,, -.,,,,, }
Avista Corporation (hereinafter called "AFFlicanP) hereby requests the Washington Utilitioe and
Transportation eommission anter a writen order authorizing the Applicant to issue up to $300 million of
Debt Securities and issuance of up to 1,635,000 authorized hut unissued shares of its Common Stock.
The Debt Securities will be issued vla pubtic offerings, or prlvate placement, and are expected to havs
tenns wtrich will exceed 9 months all dependlng on and subiect to then-existing market prices for similar
transactions. The shares willbe issued und€rthe Applieanfs Long;Ierm lncentive Plan.
The requested authcrity to issue Debt $ecuritles is in addition to the authority previously granted by the
Washington Utillties and Transpcrtation Commission fur the issuance of debt securities under Order No.
02, entered August 24,2011, in Docket No, U"111176, of whioh $135,000,000 remains available for
issuance.
The requested Common Stock authori$ is in addition to the authority previously granted by the
Washington Utilities and Transporiation Commis*ion for he offering, issuance and sale of Common Stock
under Order No. 01, entered October 13, 2011, in Docket No. U-111687, of which 381,664 shares rernain
available for award pursuant to the Company's long-term incentive plan,
The terms of the financing are described in more detail in $ection 2 of this application.
The fiollowing information is furnished in support of this application, in accodance with the reguirements
of RCW 80.08.040:
(1) A Descrtption of the Purposss for Whlch the l*suance ls llhde, lncluding a Certlfiea$on By an
Officw Authorizod To Do So That the Proceod* From Any Such Securitles Are For Ore Or
Morp of the Purpotet Altowed By ChapGrS0.08 ECW.
The Applicant will use the funds ffom the proposed issuances for one or rnore of the following purposes:
(a) The construction, completion, extension, or improvernent of its facilities" or (b) tha improvement or
maintenance of its service, or (c) the issuance of stock dividends, or (d) the discharge or refunding of its
obllgations, or (e) the reimbursement of moneys actually axpended from income or trom ihe treasury of the
Applicant to &e extent permitted by RCW 80.08.030, or ($ for other purposes permitted hy law,
The Applicant will utilize the proposed issuances for lawful purposes as outlined in RCW 80.08.030.
Specifically, the Applicant anticipates using the debt offering to repay funds borrowed under its corporate
credit facility and/or refinance long term debt and use the shares as an amployee incentive compensation
program.
(2) A Oeecription of the Prcposed trsuancs ltrcludlng tho Terms of Flnancing.
De0f Secunfrbs;
The Applicant proposes to offer, issue and sell the Debt Securities for purposes authorized by law, in an
aggregate principal amount not tlc exceed $300,000,000, which maturity shall not be lesrs than nine (9)
months nor more than thirty-five {35) years frorn the date of initialauthorization and delivery.
The Debt Securities could be (1) secured or unsecured and (2) with the stated interest rate or rates thereon,
which may be fixed or lloating all ol which could be sold in a public offering, in a private ofiering in
acmrdance with Rule 144A under the Securities Act of 1933, as amended. or in a dirEcl private placement,
or issued in a term loan anangement with lenders, or issued and delivered in exchange for outstanding debt
sepurities of the Company and/or any oombination of the foregoing.
Page 1 of6
D-l
lf the Cornpany isoues secured d6bt it wur.rld do so by issuing First Mortgage Eonds (FMBs), FlvlBs have
been the traditional debt financing vehicle utilized by utilities in the U.$., and can be offered in both public
offerings and private placemenl FMBs constitute a lien under the Mortgage and Deed of Trust, dated as of
June t, 1939 (the mortgage and deed oJ trust has been amended and supplemented by various
supplemental indanturcs since fie inception of the Mortgage and Deed of Trust). This lien acds as collaieral
for the bondholder and the secured debt $hould have a hlgher nationally recognized rating agency rating
than if the Applicant were to issue debt unsecured. This higher credit rating should lead to a lower interest
rate at the time of issuance as compared to issuing unsecured debt. These Oebt Securities could have a
fixed or floating interest rate, $ee Exhibit B for the secured fixed interest rate spreads.
lf the Company issues unsecured debt, the loan would not be csllateralizod by any lien on any spscific
asset of the Company. If these Debt $ecuritias are unseeured the creditors have a grealer riEk of not being
able to rscwer thEir loans rnade to the Company because they have to wait for the secu,red creditors to he
paid first. Unsecurgd debt should have a lower netionally recognized reting sgency rating than if the
Applicant were to issue secured debt. Unsecured debt typically has a higher interest rate at the time of
issuance as compared to issuing eecured debt. These Debt $ecurities could have a fixed or floating interost
rate. $ee Exhibit C for the unsecured fixed interest rate spneads.
lf the Company issues Debt Securitie$ t/'/[th a fixed rate, the interest rate will not change through the life of
the Debt Securitiee.
lf the CompaRy issues D+bt $ecuritiae with a floating interest rate, the interest rate will re$et periodica}ly,
such as daily, weekly, monthly, quar*rlf, eenri-a*nually or annually, The most common indises used for
pricing floating-rate Debt $ecuritie$ firqba$ed upon LIEOB, comrnercial paper and Treasury bills'
The Applicant proposes to issue the Debt Securities from time to time in either public offerings or privata
placements, for cash or in exchange for its outstanding securities. Underwriters or placernent agents will be
selacted from a group of potentiai candidates. The fiim or firms selected to be undemrlters or placemeflt
agens in an offering under this authority wifl he determined by the Applicant's opinion sf their *bllity to
assis{ the Applicant in meeting its objectives for the Debt Securities to be issued. This opinion is based
upcn the level of underrrrriting or placemant fees, their knowledge of the Applican{ and its varied operatiuns,
and their ability to market tha Dsbt $ecudties to achieve the Applicants financing and capiial strudure
obiectives. The Applicant also requests authority to issue Debt Securities, without further Comrnission
approval, to the extent total spreads meet those provided in Exhibit B and Exhibit C or is issued with an all-
in coupon rate not exceeding 8,0 percent per annurn in order to provide additional {lexibility in the event
spreads widen when the Applicant decides to issr.ie any Sebt
[ong- Ierm I ncentive Plan:
The Applicant proposes to issue up to 1,635,000 shares of authorized but unissued Common Stock under
its Long-Term lncentive Plan ('LTIP'). This is in addition to the authodty previously granted by the
Washington Utifities and Transportalhn Commission under Order No. 0'1, entered Octoher 13, 2011, ln
Docket No. U-111687, of which 3$1,664 share$ remain aveilable for awards pursuant to the Company's
long-term incentive plan; however, if the shares awarded in ?013 through 2015 do not becom* fully
vested, the Company would have up to 1,521,705 shares available {includes authcrization from UE-
0518e5).
The LTIP is administered by the Esard of Directors of the Appticant or a committee or cammittess
appointed hy, and consisting of two or rnore mernbers of the Board of Directors of the Applicant. To the
extent consistent with applicable law, the Board ef Birectors rnay authoriza ofle or rnore senior exesutivs
officers af the Applicant to gr*nt awards to designated classes of eligible employees within he limib
prescrihed by the Board of Directors. Such $hares were previously authorized by sharehslders at the
annual meeting dated May 7,2015"
$uch Arrards lssued under the LTIP may include, but are not limited to, lnoenliuE Stock Oplicns,
Nonqu*lified $tock Options, Stock Appreciaiion Rights, $tock Awards, Performance Awards, Reskicted
$tosk Unile, Other Stock-Based Awards and Dividend Equivalent Rlg,hts. Awards may be granted singly, in
combinatlon or in tandem so that the seftlemer* or payrnent of one automatieally reduces or cancels the
Fage ? of 6
D-l
other. Awards rnay also be made in combination or in tendem with, as alternatives to, or a$ the payment
form for, grants or righB under any other employee or compensation plan of the Company.
Shares awarded under the LTIP to eligible participants cen be granted subject to a vesting period and
dher performance rneasures that determine he extent of vesting. To the extentthat previously awarded
shares are not vested to the participants, the shares can be added beck to the LTIP program.
t3) $tatament As To lllhy The Trenraction ls In the Public lntorcst,
As a public utili$, the Applicant is expected to acquire, construct, improve, and maintain sufFrcient utility
facillties to serve its customers adequately and reliably at reasonable cost. The proposed issuances are
part of program to finance the cost of the Applicants facilities taking into consideration prudent capital
ratios, earnings coveraga te$ts, markot uncertainties and the relative merits of the various $pes of
securities the Applicant could sell or other linancing it cotrld anange. The LnF allows the Applicant to rctain
its employees and other eligible partioipants. Accordingly, the Applicant believes the requested authority is
in the public interest.
(4) Text of a Drafr Order Granting Applicant's Reque*t for an Order.
A copy of a draft order granting the Applicant's request for an order is attaohed hereto as *Exhibit D".
The undersigned, an authorized agent of the Applicant oertifies under penalty of perjury under the laws of
the State of Washingrton that Sre foregoing is true and correct to the best of my knowledge and belief, and
that the proposed issuance of securities will be used forthe p{rrposes allornred by Chapter 80.08 RCW and
requests that he Washington Utilities and Transportation Commission issue its order affirming that the
applicant has complied with the requirements of RCW 80.08.040,
Done *t Spokane, Washington this 11th day of September 2015.
AVI$TACORPORATION
By:&Mark Thies
$enior Mce Fresident, CFCI,
Treasurer
Page 3 of6
,
Gross Prooeeds
Lsesr Ager*#l,lndenrrlters
Cornpensatioh
ProcBds Fayable b Applicant
l-esE; Qths te*uanwffecfinflcal $ervlces ErycRsw ex*
NetFr
('tl Aosures ttre issuarme otFinst liortgpgn Bordg
Otlpr b*uensafTachnlcel $ortrise+ :Exfroriess
ExhibirA
Rating agency feer
LegalhB
Rqulatoryfues
Accounting'feeg
Frinting
l@Barpoue axpefisas
TCIThL
Es{trnstod l{et Propsrds$}
$-i
Pefo$nt of T'o&1
r00.00%
0.875%
99.126%
Ar82%
98.50%re
ts00,000,000
, . z$Bf,ooCI
297,375,000. ,, r,s00tl00;*
tags,s40so0
(3)fhrr moftgtrgtr Bondt Es$lrsted lrtusre Foes and Erpenses
$3@,000 to
S0,000 t0
50,000 to
80,000 to
5.0;000 to
80,@0 to
$830,000
$s00,m0
500,m
75,000
'l0o,0m
r5,000
1?9,000
$1,370,000
Legal S75,000 to
TiBs Fsrrrance 80,m0 to
County Filiry Fe€s and Other - ,. -0,q00 toTofral $185,ff)0
$tS0;000
21t0,000
19,q,m0
s490,@0
Page4 of0
D*l
Exhibit 3
$ecured-Rate Spr*eds
The following are rnaximum total spreads for various rneturities over the applicable benehrnark treasury
yield. As stated in $ection 2 the Applicant requests authority to issue Debt Securities without further
Commission approval if spreads exceed what is provided in this Exhibil as long as the all in Coupon rate
does not exceed 8.0 percent per annum. Thls is meant to provide additional fiexibiiity in the er*Ent spreads
widen when the Applicant decides to issue any debt.
Maximum
Spread Over
Debt Securities Maturity Period Benchmark
Tressury
Yield
Greater than
(>)
9M
1Y
7Y
3Y
4Y
5Y
7Y
8Y
9Y
10Y
15Y
20Y
25Y
30Y
Less than or equal to
t<)
1Y
2Y
3v
4Y
5Y
7Y
8Y
9Y
10Y
1sY
20Y
25Y
30Y
Or more
(bps)
185
190
195
200
205
210
215
220
230
265
244
245
245
255
Page 5 of6
S-t
Ext$hrt$
Ulr*sc*rcd llr&wrt.firtg Spryd*
Tha bltsr*ing ara maximum toffil epreads for rnar-:l6us,rtffiturlfies over tfts eps ls heilefrnwlc tr6a$lry
l8dd. Ar st*&d ln ffi,*on I 166 ffiieerrt rquB8te au{hodty t0 issrrs OeH Securttias wisrout furtfier
Gommiscion Eppro\ftil lf $pr€ado €urcosd, r$hat is provided in tlds Exhlbit, aa lo*g aa,tha a[ h Co$on ra*b
does net axceed &0 paoent pr annum. Thie ls m6ant to provide additional ftexibility in Srp evanl spreads
wld$n when theApB{iaant d€cid€$ b i$6ue any debt
Daht Seeurities Matur,Ity Psripd
Maxnmum
Spread Qver
Benchrnarle
Treasury.
Yield
Sreat6f tr,hsfi ltristlten orequalto
(>) {E}
OY lY1Y 2v2Y 3Y
3V ITY
4Y 5Y
5Y 7Y
VY 8Y
8Y 9Y
EV lOV
10Y 15Y
15Y 20Y
20Y zsY
25Y 30Y
30Y Or mois
(hpi)
a1$
aza
225
230
235
24U
2*5
250
2fiCI,
?95
a70
275
275
2E5
Pas6 I 6f6
Exhiblt D-2
FROPOSED ORDER OF APPLTCANT
BEFORE THE IDAHO PUBLIC
Ir{ THE MATTER OFTHEAPPLICATION OF }
AVISTA CORPORATION FORAN ORDER )
AUTHORIZIHG THE OFFERING,ISSUANCE AND )
s&LE OF DEBT $ECURITIES NOT TO I
EXCEED $300,000,000 AND 1,635,000 SHARES l
QF Cori'rilOr'l sTocK., ,.,,, ,,,, , l
I,JTILITIES COMMIS$ION
CASE NO.
oRDEn ilO.
On September 11,2015, Avista Corporation (Avieta) filed an Application with the ldaho Public
Utiliiies Commission (Commission) requesting an Order authorizing the offering, issuance and sale by
Avista of up to $300,000,000 of secured fixed or variable rate Debt Securities and 1,635,000 siares of
Cornrnon Stock under the Long-Term lncentive Plan . The Cornmission, having fully considered the
Application and exhibits attached thereto, and all of the Commission's files and records pertaining to the
Applicatlon, makes the following frndings of fact and conclusions of law, and enters this Order approving
Avista's Application.
THE APPLICATION
Avista proposes to recelve authorization to offer, issue and sellthe Debt $ecurities including,
without limitation, any refunding, extension, renewal or replacement of any of the Debt Securities and to
receive authorization to issue up to 1,635,000 shares of euthorized but unissued Common $tock through
its Long Term lncentive Plan. The net proceeds will be used for (ai the improvement or maintenance ol its
service; (b) tre discharge or lawful refunding of its oHigations; (c) the reimbursement of moneys actually
expended for said purposes frorn income or ftom other rnoneys in the treasury not $ecured by or obtained
from the issue, assumpton or guarantee of securities; or (d) any other purpose approved by the
Gommission or authorized by law. Avista requests authority to refund, extend, renew or replaee the
proposed securities to allow for the greatesl flexibility in theirr use.
No person has received or will be entitled to receive from Avista any fee (1) for services in
connection with the consumrnation of the issuance and sale of the above*referenced eequrities, other than
ks for underwriting, private placement, legal, accounting or similar prolessional or teehnical services, or
(2) for services in securing underuriters, sellers or purchasers of the securities. Avista is a Washington
corporation gualified to do business in the $tata qf ldaho.
FINDINGS OF FACT AND
coNctustoN$ oF LAw
Avista is a public utility engaged in the generation, purchase, transmisEion, distribution and sale of
electric energy and the purchase, distibution and sale of natural gas. Avista is a gas corporation within the
definition of ldah;o Code $ 61-117 , an electric corporation within the definition at tdaho Code $ 61-1 19, and
a public utility within the defini$on of ldaho Code $ 61-129, The Gommission has jurisdiction over this
Exhlbit D-2
Application pursuant to the provisions ol ldaho Code $ 61-901, et seq. Tfre Cornrnission further finds that
the Application reasonably conforms to Rules 141 through 150 of the Commission'e Rules of Procedure,
rDApA 31.01.01. 141-'t 50.
The Commission finds thatfte proposed issuance is for a lawfr.rl purpose and is within Avista's
corporate powers.
The Commission further finds that the proposed ffansactisn is in the public interest and a formal
hearing on this matter is not required.
The Commission's approval of &e 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 cons{tute agency determination/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 ior gas or electric sarvice to consumers in tte State of ldaho, The Commlssion furfier finds that
the proposed transaction is in the public interest and a formal hearing on this matter is not required. Avista
has paid all lawfulfees as provided by ldaha Code $ 61-905.
ORDER
lT lS HEREBY ORDERED thatAvista Corporation, as of September 11, 2015, is hereby
authorized to offer, issue and sell up to and includlng $300,000i000 in Debt Securities and issue up to
1,635,000 shares of aulhorized but unissued Common Stock $rough its LongFTerm Incentive Program,
lT lS FURTHER ORDERED thatAvista is hereby authorized to issue the Securities in the manner
and for the purposes described in the Application, with continuing authority to refund, extend, renew or
replace the same without further oder of the Commission provided that the fees, interest rales and
expenses charged or incuned in conneclion with any transactions entered into underthe autrori$ of the
Order, and any refunding, extension, renewal or replacement thereof, are competitive with market prices
for similar transactions and the senior secured debt has investment grade ratings frorn at least tlvo
nalionally recognized ratin g agefi cies.
,T lS FURTHER ORDERED that Avista shall file the terms of the proposed issuance(s) of the
$ecurities and any subsequent changes to *re terms with St*ff upon issuance. This iniurmational filing
should be made seven (7) days, or as soon as poseible, priorto the lseuance.
lT lS FURTHER ORDERED that Avista shall file, as soon as they become available and update if
any changes occur, the following:
(a) The "Report of Securities lssued," and
(b) Verified copies of any Agreement entered inlo pursuant to this Order.
lT lS FURTHER ORDERED thatthe foregoing authorketion is without prejudice to the regulatory
authorlty of the Commission with respect to rates, utility capital structure, servics accounts, valuation,
estimaEs fordetermination of costor any other matterwhich may come bebrethis Commission pursuant
to its jurisdiction and authoriff a provided by law,
Exhibit E-2
lT tS FURTHER ORDERED that nothing in this Order and no provisions of Chapter 9, Title 6'1,
ldaho Code, or any act or deed done or performed in connection herewith shall be construed to obligate
the $tate of ldaho to pay or guarantee in any manner whatsoever any securi$ authorized, issued,
assumed or guaranteed under the provisions of Chapter 9, Titb 61 ldaho Code.
lT lS FURTHER ORDERED that issuance sf this Order does not constitute acceptance of Avista's
exhibits or other material accompanying the Application for any purpose other than the issuance of this
Order.
THIS lS A FINAL ORDER. Afly parson interested in this Order may petiUon for reconsideration
within twenty-one (21) days of the service date of Sris Order. \Alithin seven (7) days afier any percon has
petitioned for reconsidoretion, any other person may cross-petition fcr reconsideration. $ee /daho Code $
61€26.
DONE by Order of the ldaho Public Utilities Commission at Boise, ldaho Sris XXth dayof MONTH,
2015
. COMMISSIONER
, COI\4MISSIONER
, COMMISSIONER
ATTEST:
Commission Secretary
WHEREFORE, the Applicant re$pectfully requests the ldaho Publie Utilities Commission for an Order
authorizing Avista Corporation (hereinaftercalled "Applicanf') to issue up to $300 million of Debt
$ecurities and issuance of up to 1,635,000 authorized but unissued shares of its Common Stock,
eflective September 11, ?015.
Dated to Spokane, Washington, this 11th day of September, 2015.
AVISTA CORPORATION
,r -,
]
Mark Thies
$enior Vice President, CFO, and Treasurer
STATE OF WASHINGTON
County of Spokane
l, Mark Thies, being duly sworn, under penalty of perjury deposes and saye: That he is
Treasurer of AVI$TA CORPORATION; that he has read the foregoing application and knows the
contents thareof; and that the same is true of her own knowledge and beliei, and as tro those matters he
believes thern to be Sue.
Senior Vice Presideflt, CFO, and Treasurer
SUB$CRIBED AND SWORN to betore rne this
1lth day of September, 2015.
)
)
)
.-'"*.1,,1,*'#,s -..is' ?i.- -!. fir NOTARY $i E
? gi FUBU0 j* it*ifr$
Notary Public for Washington