BEFORE THE PUBLIC UTILITY COMMISSION OF OREGON UI320 BY THE COMMISSION:

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1 ORDER NO. ENTERED MAY BEFORE THE PUBLIC UTILITY COMMISSION OF OREGON UI320 In the Matter of A VISTA CORPORATION dba A VISTA UTILITIES ORDER Application to Enter Into a Master Promissory Note with Ecova, Inc., an Affiliated Interest. DISPOSITION: STAFF'S RECOMMENDATION ADOPTED At its Public Meeting on May 22, 2012, the Public Utility Commission of Oregon adopted Staffs recommendation in this matter, attached as Appendix A. BY THE COMMISSION: B yl. Beier Commission Secretary A party may request rehearing or reconsideration of this order under ORS A request for rehearing or reconsideration must be filed with the Commission within 60 days of the date of service of this order. The request must comply with the requirements in OAR A copy of the request must also be served on each party to the proceedings as provided in OAR (2). A party may appeal this order by filing a petition for review with the Court of Appeals in compliance with ORS through

2 ORDERNO ITEM NO. CAll PUBLIC UTILITY COMMISSION OF OREGON STAFF REPORT PUBLIC MEETING DATE: May 22, 2012 REGULAR CONSENT X EFFECTIVE DATE N/A DATE: TO: FROM: THROUGH: SUBJECT: Public Utility Commission Matt Muldoon 11>((/ Ji6 (pr;:z, Bryan Corll.lay, Marc Hellman, and Steve Storm (J --" A VISTA CORPORATION: (Docket No. ) Requests authority to enter into a Master Promissory Note with Ecova, an affiliated interest STAFF RECOMMENDATION: Staff recommends that the Commission approve A vista Corporation's (A vista or Company) application to enter into a Master Promissory Note (Note) agreement with Ecova, Inc. (Ecova) subject to the following conditions: 1. Authorization Limit A vista may borrow up to a maximum of $50 million in principal, with no greater principal amount outstanding at any given time, from Ecova under the Note agreement 2. Lesser of Two Benchmarks The Company will set the interest rate on Notes at A vista's avoided short-term cost of borrowing, which is not to exceed the lesser of: a. The 30 to 44 Days Commercial Paper (CP) rate, as published in the Wall Street Journal (WSJ) on day of issuance plus 87.5 Basis Points (bps); or b. The One-Month London Interbank Offering Rate (LIBOR), as published in the WSJ on day of issuance plus 87.5 bps. 3. Customers Held Harmless A vista will hold customers harmless and remove the effects of any costs associated with Notes from rates. The Company will provide the Commission complete, and open access to all A vista books of account, documents, data, and records that pertain or are related to Ecova Note activity. APPENDll){ A PAGE_ OF f.d_.

3 ORDERNO, 12 Page 2 4, Notification in Advance of Substantive Change A vista will submit for approval an application for a supplemental Order in this proceeding if the Company seeks any material changes that alter the intent or extent of activities under the Note agreement Furthermore, A vista will notify the Commission of the results of any petition or any request before any other regulatory jurisdiction regarding the Note agreement 5, Timely Reporting A vista will append its annual June affiliated interest filing to the Commission to include the amount of maximum borrowing under the program in each of the four most recently completed calendar quarters, 6, Reservation of Judgment Regarding Reasonableness The Commission reserves judgment on the reasonableness for ratemaking purposes of all financial aspects of the Note agreement DISCUSSION: The Company filed an application on March 15, 2012, pursuant to ORS and OAR , for authority to enter into a Master Promissory Note agreement allowing A vista to borrow up to $50 million principal from Ecova at a rate equal to A vista's avoided cost of short-term borrowing, which is currently one-month LIBOR plus 87,5 bps, A vista defined its avoided cost of short-term borrowing in the Company's response to Staff Data Request 2, dated March 30, 2012, as the cost of borrowing under the Company's credit facility with third parties, Commission Jurisdiction over an Affiliated Interest A vista is a "public utility" as defined by ORS 757,005 and is subject to the Commission's jurisdiction, ORS and ORS do not apply to the issuance or removal of a note of indenture maturing not more than one year after date of such issue or renewal However, Ecova is an affiliated interest as defined by ORS 757A 15, A vista Capital, Inc, is a wholly-owned subsidiary of Avista Corporation, In turn, Avista Capital, Inc, owns 79,19 percent of Ecova, formerly known as Advantage IQ, Inc, Therefore, ORS (5) applies and A vista may not enter into transactions under a note agreement with an affiliated interest without seeking approval of the Commission, APPENQJ)( A PAGE OF!:f'_

4 ORDERNo.1:2 Page 3 Relationship to Prior Order Order No in Docket No. Ul 267 authorized Avista's current cash management procedures and guidelines that govern borrowing from and lending to A vista by its subsidiaries. Order No remains in effect, except that short-term borrowing by Avista from Ecova would be governed by a separate Note, subject to the proposed conditions provided herein. Standard of Approval First, ORS (3) requires the Commission to examine and investigate any affiliated interest contract filed with the Commission. If the Commission determines that the contract is fair and reasonable and not contrary to the public interest, it is to enter its findings and to issue an order to this effect. However, the Commission need not determine the reasonableness of all financial aspects of the Note program for ratemaking purposes now and may defer judgment to a subsequent proceeding. Next, although the Company's application cites OAR , Staff finds is also applicable. Part (3)(a) requires that an asset transferred to regulated accounts from non-regulated accounts be recorded by the Company at the lower of net book value or fair market value. This represents a higher standard than that of avoided cost. Third, Staff reviewed the Company's application, had four telephone discussions with A vista finance personnel, and reviewed the Company's responses to multiple data requests to ensure that the Note agreement would not harm customers. Finally, Staff considered the timeliness of Avista's filing. Avista's March 15, 2012, application is timely and within 90 days of the Note agreement's January 3, 2012, execution, as required by ORS (4). In turn, ORS (6) calls for a Commission Order within 90 days of the Company's application. Divergence from WUTC Treatment The Washington Utility and Transportation Commission (WUTC), in Docket UG , lowered the cap on interest rates from Avista's proposed LIBOR plus 130 basis points to LIBOR plus 87.5 basis points. WUTC otherwise allowed Avista up to $50 million affiliated interest borrowing from Ecova. Staff's proposed interest rate cap at the lesser of two benchmarks is acceptable to the Company and will comply with WUTC requirements. However, Staffs condition of the use of the lesser of two benchmarks better satisfies the requirement in OAR (3)(a) to record transfer financing cost at the lesser of net book value or fair market value. APPENDIX A PAGE.2_ OF.ie_

5 ORDER NO. 1:l Page 4 Approval Not Conditional on Credit Ratings In contrast with Staff's conditions in some prior Commission Orders regarding jurisdictional utility financing, Staff does not recommend predicating approval of the Company's application on the Company's maintenance of any particular credit ratings. In this particular case, the Note agreement affords Avista potential access to capital in adverse market conditions at a known maximum cost over benchmark market rates of interest. Staff Concerns Reliance solely on LIBOR as a rate cap could expose A vista to sudden abnormally high rates in times of a disturbance in markets lmo. LIBOR such as those that occurred in November g Basis Points and December of Rather than m presume that future market conditions will m f not impair the willingness of various banks m F M r to lend to one another at conventional 110 E levels of interest rates, Staff discussed the """ 100, >, >, >, >, > ":: lesser of two benchmarks alternative with # # # # # 'I.o."' "'1 "'" "' "' 0 1 $>'1 0"1 <,<! :;, A vista. The Company represents that it does not have a commercial paper program. 2 However, 30 to 44 Days Commercial Paper (CP) rates are a publicly available market proxy, which allow (in conjunction with LIBOR) a better approximation of the lesser of avoided cost book value or market interest rates, as required by OAR (3)(a). As of April 11, 2012, the two benchmarks were within 12 bps of one another, which put each benchmark in the range of reasonableness for Ecova as well as within the range of interest rates approved by the WUTC. Staff anticipates this modification of conditions will do no harm to A vista or to ratepayers. Under current conditions A vista would pay about $60 thousand less per year in interest than would be the case with the Company's single proposed benchmark. The addition of the second benchmark represents a relatively small current benefit to the Company. However, under adverse market conditions such as those experienced in November 2008, spreads between benchmark interest rates can widen suddenly. 3 Staff's proposed conditions effectively Staff accessed historical one month LIBOR rates used to generate the chart from Bloomberg on March 30, The Company's response to Staff Data Request 2 clarifies that A vista does not have a CP program. Staff accessed WSJ online historical rates at moneyrate html?mod=mdc pastcalendar on March 30, 2012, to confirm much higher APPENDIX A PAGE 4:- OF f. _

6 O DERNO. "j l Page 5 serve to dampen asymmetrical interest rate volatility in specific short-term markets, which adds a potentially valuable protection for A vista, and indirectly for its ratepayers, in adverse market conditions. Scope of the Note Agreement A vista must maintain sufficient liquidity under its credit facility to repay any outstanding Note principal in whole at any one time. This condition is similar to provisions of the A vista Corporation Cash Management Guidelines (Current Guidelines) approved by Commission Order No The Note agreement would increase the maximum short-term (less than 12 months) authorized level of borrowing from $40 million 4 to $50 million by A vista from Ecova. A vista's Docket No. Ul 267 application estimated its avoided cost of short-term borrowing to be one-month LIBOR plus 50 basis points. The Company's current application shows the spread for use of A vista's credit facility is now 87.5 basis points over one-month LIBOR. While the interest rate may be set lower than the lesser of Staffs two benchmark levels, both A vista and Ecova must agree to such a lower interest rate. A vista does not have full control over Ecova actions. Money lent by Ecova can be short-term balances Ecova holds on behalf of its customers as it manages their transactions. While retention of most interest payments within the consolidated entity appears generally beneficial and increases flexible access to capital, Staff recommends that the Commission defer judgment on the prudence and competitiveness of the Note arrangement until the next general rate case. Use of Proceeds The Company may use proceeds from Notes for any of the following utility purposes: 1. Construction, facility improvement, and maintenance programs; 2. Retire or exchange outstanding stock, bond, note or other debt issuances; 3. Reimburse Company treasury for funds previously expended; and 4. Other purposes, as may be permitted by law. spreads in times of market disruptions. As an example, on November 27, 2008, there was an 80 basis point spread between one-month LIBOR and CP of equivalent maturity. 4 The Commission authorized up to $40 million in Order No , in Docket No. Ul 267. APPENJ:m<A I PAGE Cfj OF _f.d_

7 ORDER NO. Page 6 Determination of Public Interest Compliance According to A vista, loans from Ecova under the Note agreement will allow the Company to efficiently manage cash at the corporate and subsidiary levels, minimize borrowing costs, and provide access to capital in times of adverse capital market conditions. The Company's response to Staff Data Request 3 clarifies that the Company can borrow and repay Note balances on a daily basis while avoiding prepayment penalties. Additionally, Staff's recommended conditions limit the Note amount, ensure interest rates are in compliance with the Commission's transfer pricing policy, and hold customers harmless from any effects of the loans. As a result, the application is not contrary to the public interest. Records Availability, Audit Provisions, and Reporting Requirements Staff's recommended conditions afford necessary access to all relevant records. For purposes of periodic reporting, A vista will provide Note activity detail appended to its annual affiliated interest reports. Summarv of Staff's Review Based on the review of this application, Staff concludes the Note agreement: 1. Is fair, reasonable, and not contrary to the public interest; 2. Adequately applies the lower of net book or fair market values; 3. Will not harm ratepayers; and 4. Provides for regular reporting of Note activity and access to records. A vista and Ecova have reviewed Staff's recommendations and A vista finance personnel communicated to Staff in an on April 18, 2012, that neither the Company nor Ecova disagree with Staffs recommended conditions. PROPOSED COMMISSION MOTION: A vista's affiliated interest Ecova Note agreement be approved subject to Staffs recommended conditions. Ul320 APPENDIX A f - PAGE Li;d:JP _...e

This is an electronic copy. Attachments may not appear. BEFORE THE PUBLIC UTILITY COMMISSION OF OREGON UF 4170

ORDER NO. 00-335 ENTERED JUN 23 2000 This is an electronic copy. Attachments may not appear. BEFORE THE PUBLIC UTILITY COMMISSION OF OREGON UF 4170 In the Matter of the Application of PORTLAND GENERAL