10-K 1 v79977e10-k.htm FORM 10-K FOR PERIOD ENDED DEC. 31, 2001 FORM 10-K AVISTA CORP
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)

     
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 OR
     
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _______

Commission file number 1-3701

AVISTA CORPORATION


(Exact name of Registrant as specified in its charter)
     
Washington   91-0462470

 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1411 East Mission Avenue, Spokane, Washington   99202-2600

 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 509-489-0500

Web site: http://www.avistacorp.com

Securities registered pursuant to Section 12(b) of the Act:
     
Title of Class   Name of Each Exchange
on Which Registered

 
Common Stock, no par value, together with
Preferred Share Purchase Rights appurtenant thereto
  New York Stock Exchange
Pacific Stock Exchange
     
7 7/8% Trust Originated Preferred Securities, Series A   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of Class


Preferred Stock, Cumulative, Without Par Value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

The aggregate market value of the Registrant’s outstanding Common Stock, no par value (the only class of voting stock), held by non-affiliates is $696,099,691, based on the last reported sale price thereof on the consolidated tape on February 28, 2002.

As of February 28, 2002, 47,678,061 shares of Registrant’s Common Stock, no par value (the only class of common stock), were outstanding.

Documents Incorporated By Reference
     
Document   Part of Form 10-K into Which
Document is Incorporated

 
Proxy Statement to be filed in
connection with the annual meeting
of shareholders to be held May 9, 2002
  Part III, Items 10, 11,
12 and 13

 


ACRONYMS AND TERMS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Exhibit 3 (a)
Exhibit 4 (a) 29
Exhibit 12
Exhibit 21


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INDEX
                   
Item           Page
No.           No.

         
    Acronyms and Terms   iv
    Part I        
1.   Business     1  
    Company Overview     1  
    Avista Utilities     4  
    General     4  
    Electric Operations     4  
    Electric Requirements     5  
    Electric Resources     5  
    Future Resource Needs     6  
    Forecasted Electric Energy Requirements and Resources     7  
    Hydroelectric Relicensing     7  
    Natural Gas Operations     8  
    Natural Gas Resources     9  
    Regulatory Issues     9  
    Industry Restructuring     12  
    Federal Level     12  
    State Level     13  
    Environmental Issues     13  
    Avista Utilities Operating Statistics     14  
    Western Power Market Issues     16  
    Energy Trading and Marketing Line of Business     17  
    Avista Energy     17  
    Avista Power     18  
    Information and Technology Line of Business     18  
    Avista Advantage     18  
    Avista Labs     19  
    Other Line of Business     19  
    Discontinued Operations - Avista Communications     19  
2.   Properties     20  
    Avista Utilities     20  
3.   Legal Proceedings     21  
4.   Submission of Matters to a Vote of Security Holders     21  
    Part II        
5.   Market for Registrant's Common Equity and Related Stockholder Matters     21  
6.   Selected Financial Data     22  
7.   Management's Discussion and Analysis of Financial Condition and Results of Operations     23  
    Avista Corp. Lines of Business     23  
    Avista Utilities - Regulatory Matters     24  
    Enron Exposure     27  
    Western Power Market Issues     28  
    Results of Operations     29  
    Overall Operations     29  
    Avista Utilities     31  
    Energy Trading and Marketing     33  
    Information and Technology     36  
    Other     36  
    Discontinued Operations     37  
    Critical Accounting Policies     37  
    Liquidity and Capital Resources     39  
    Review of Cash Flow Statement     39  
    Overall Liquidity     40  

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Item           Page
No.           No.

         
    Capital Resources     40  
    Off-Balance Sheet Arrangements     42  
    Total Company Capitalization     42  
    Credit Ratings     42  
    Avista Utilities Operations     43  
    Energy Trading and Marketing Operations     43  
    Information and Technology Operations     44  
    Other Operations     44  
    Contractual Obligations     44  
    Other Commercial Commitments     45  
    Additional Financial Data     45  
    Future Outlook     45  
    Business Strategy     45  
    Competition     45  
    Business Risk     46  
    Risk Management     48  
    Economic and Load Growth     49  
    Environmental Issues     49  
    Other     50  
    Safe Harbor for Forward-Looking Statements     50  
7A.   Quantitative and Qualitative Disclosure about Market Risk     51  
8.   Financial Statements and Supplementary Data     51  
    Independent Auditors' Report     52  
    Financial Statements     53  
    Notes to Consolidated Financial Statements     60  
9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     *  
    Part III        
10.   Directors and Executive Officers of the Registrant     89  
11.   Executive Compensation     90  
12.   Security Ownership of Certain Beneficial Owners and Management     90  
13.   Certain Relationships and Related Transactions     90  
    Part IV        
14.   Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K     91  
    Signatures     92  
    Independent Auditors' Consent     93  
    Exhibit Index     94  

* = not an applicable item in the 2001 calendar year for the Company

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ACRONYMS AND TERMS

(The following acronyms and terms are found in multiple locations within the document)
         
Acronym/Term       Meaning

     
aMW   -   Average Megawatt — a measure of electrical energy over time
AFUCE   -   Allowance for Funds Used to Conserve Energy; a carrying charge similar to AFUDC (see below) for conservation-related capital expenditures
AFUDC   -   Allowance for Funds Used During Construction; represents the cost of both the debt and equity funds used to finance utility plant additions during the construction period
Avista Capital   -   Parent company to the Company’s non-regulated businesses
Avista Corp.   -   Avista Corporation, the Company
BPA   -   Bonneville Power Administration
Capacity   -   a measure of the rate at which a particular generating source produces electricity
Centralia   -   the coal-fired Centralia Power Plant in western Washington State
Colstrip   -   the coal-fired Colstrip Generating Project in southeastern Montana
CPUC   -   California Public Utilities Commission
CT   -   combustion turbine; a natural gas-fired unit
Energy   -   a measure of the amount of electricity produced from a particular generating source over time
FERC   -   Federal Energy Regulatory Commission
IPUC   -   Idaho Public Utilities Commission
KV   -   Kilovolt — a measure of capacity on transmission lines
KW, KWH   -   Kilowatt, kilowatthour, 1000 watts or 1000 watt hours
MW, MWH   -   Megawatt, megawatthour, 1000 KW or 1000 KWH
OPUC   -   Public Utility Commission of Oregon
Therm   -   Unit of measurement for natural gas; a therm is equal to one hundred cubic feet (volume) or 100,000 BTUs (energy)
Watt   -   Unit of measurement for electricity; a watt is equal to the rate of work represented by a current of one ampere under a pressure of one volt
WSCC   -   Western Systems Coordinating Council
WUTC   -   Washington Utilities and Transportation Commission

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PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements should be read with the cautionary statements and important factors included in this Annual Report on Form 10-K at Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Safe Harbor for Forward-Looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including without limitation those that are identified by the use of words such as, but not limited to, “will,” “anticipates,” “seeks to,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed.

Item 1. Business

Company Overview

Avista Corporation (Avista Corp. or the Company) was incorporated in the State of Washington in 1889. Avista Corp. is an energy company involved in the generation, transmission and distribution of energy as well as other energy-related businesses. As of December 31, 2001, the Company’s employees included approximately 1,435 people in its utility operations and approximately 740 people in its subsidiary businesses. The Company’s corporate headquarters are in Spokane, Washington, which serves as the Inland Northwest center for manufacturing, transportation, health care, education, communication, agricultural and service businesses.

The Company is currently organized into four lines of business — Avista Utilities, Energy Trading and Marketing, Information and Technology, and Other. Avista Utilities, an operating division of Avista Corp. and not a separate entity, represents the regulated utility operations. Avista Utilities is responsible for electric generation and transmission, and electric and natural gas distribution services. Avista Utilities also engages in wholesale purchases and sales of electric capacity and energy. Avista Capital, a wholly owned subsidiary of Avista Corp., is the parent company of all of the subsidiary companies engaged in the other non-regulated lines of business. The Energy Trading and Marketing line of business includes Avista Energy, Inc. (Avista Energy) and Avista Power, LLC (Avista Power). The Information and Technology line of business includes Avista Advantage, Inc. (Avista Advantage) and Avista Labs, Inc. (Avista Labs). The Other line of business includes Avista Ventures, Inc. (Avista Ventures), Avista Capital (parent company only amounts) and several other minor subsidiaries. In September 2001, the Company made a decision to discontinue the operations of Avista Communications, Inc. (Avista Communications), previously included in the Information and Technology line of business. As of December 31, 2001, the Company had common equity investments of $368.7 million and $351.4 million in Avista Utilities and Avista Capital, respectively.

Avista Utilities seeks to maintain a strong, low-cost and efficient electric and natural gas utility business focused on providing reliable, high quality service to its customers. The utility business is expected to grow modestly, consistent with historical trends. Expansion will primarily result from economic growth in its service territory. It is Avista Utilities’ strategy to own or control a sufficient amount of resources to meet its retail and wholesale electric requirements on an average annual basis. During 2000, Avista Energy scaled back its operations regionally to work primarily within the Western Systems Coordinating Council (WSCC) and has focused on reducing the size and the risk associated with its energy trading and marketing activities. Avista Energy’s marketing efforts are expected to be driven by its base of knowledge and experience in the operation of both electric energy and natural gas physical systems in the WSCC, as well as its relationship-focused approach to its customers. During 2001, the Company decided that Avista Power would no longer pursue the development of additional non-regulated generation plants. The Company intends to find equity partners to assist in financing the continued growth of the Information and Technology businesses, Avista Advantage and Avista Labs. The Company plans to dispose or phase out of assets and operations that are not related to its energy operations.

The Company’s operations are exposed to risks including, but not limited to, legislative and governmental regulations; the price and supply of purchased power, fuel and natural gas; recovery of purchased power and purchased natural gas costs; weather conditions; availability of generation facilities; competition; technology and availability of funding. In addition, the energy business exposes the Company to the financial, liquidity, credit and commodity price risks associated with wholesale purchases and sales.

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Following is a list of the major subsidiaries of Avista Capital:
     
Avista Energy -   An electricity and natural gas trading and marketing company, operating primarily in the WSCC.
Avista Power -   Originally formed to develop and own generating assets. In 2001, the Company decided that Avista Power would no longer pursue the development of additional non-regulated generating plants. Avista Power continues to manage the generation assets it currently owns.
Avista Advantage -   Provider of internet-based facility intelligence and cost management services to commercial and industrial customers in North America.
Avista Labs -   Developed a unique modular proton exchange membrane (PEM) fuel cell that delivers reliable, affordable and clean distributed power solutions. In addition to its PEM fuel cell, Avista Labs seeks to commercialize selected components to complement its fuel cell in order to deliver system solutions to industrial, commercial and residential markets.

The Company’s current lines of business, and the companies included within them, are illustrated below:

subsidiaries of Avista Capital Flow Chart

— denotes a business entity.
¡ — denotes an operating division or line of business.

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For the years ended December 31, 2001, 2000 and 1999, respectively, the four business segments of the Company contributed the following percentages of consolidated operating revenues, gross margins and income from operations (pre-tax):

                                                                         
                                                    Income from
    Operating Revenues   Gross Margins   Operations (pre-tax)
   
 
 
    2001   2000   1999   2001   2000   1999   2001   2000   1999
   
 
 
 
 
 
 
 
 
Avista Utilities
    21 %     19 %     14 %     74 %     46 %     105 %     68 %     1 %     402 %
Energy Trading and Marketing
    83 %     83 %     84 %     26 %     54 %     (5 )%     56 %     115 %     (276 )%
Information and Technology
                      n/a       n/a       n/a       (18 )%     (12 )%     (25 )%
Other
                2 %     n/a       n/a       n/a       (6 )%     (4 )%     (1 )%
Intersegment eliminations
    (4 )%     (2 )%                                          

n/a — not applicable

The table above only includes results from continuing operations.

Gross margin is calculated as operating revenues less resource costs and is only calculated for Avista Utilities and Energy Trading and Marketing. (See “Schedule of Information by Business Segments in the Consolidated Financial Statements” for further information).

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General

Avista Utilities generates, transmits and distributes electricity and distributes natural gas. Retail electric and natural gas customers include residential, commercial and industrial classifications. Avista Utilities also engages in wholesale purchases and sales of electric capacity and energy as part its resource management and load-serving obligations.

Avista Utilities provides electric and natural gas distribution and transmission services in a 26,000 square mile area in eastern Washington and northern Idaho with a population of approximately 830,000. It also provides natural gas distribution service in a 4,000 square mile area in northeast and southwest Oregon and in the South Lake Tahoe region of California, with the population in these areas approximating 525,000. At the end of 2001, Avista Utilities supplied retail electric service to approximately 317,000 customers in eastern Washington and northern Idaho and retail natural gas service to approximately 284,000 customers in parts of Washington, Idaho, Oregon and California.

Avista Utilities anticipates residential and commercial electric load growth to average between 2.0 and 3.0 percent annually for the next five years, primarily due to expected increases in both population and the number of businesses in its service territory. The number of electric customers is expected to increase; however, the average annual usage by residential customers is not expected to change significantly. For the next five years, Avista Utilities expects natural gas load growth, including transportation volumes, to average between 1.5 and 2.0 percent annually in Washington and Idaho and between 2.0 and 3.0 percent annually in the Oregon and South Lake Tahoe service areas. The natural gas load growth is primarily due to expected conversions from electric space and water heating to natural gas, and increases in both population and the number of businesses in Avista Utilities’ service territories. These electric and natural gas load growth projections are based on purchased economic forecasts, publicly available studies, and internal analysis of company-specific data, such as energy consumption patterns and internal business plans. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Outlook” for additional information.

Electric Operations

In addition to providing electric transmission and distribution services, Avista Utilities generates electricity for sales to retail customers. Avista Utilities owns and operates eight hydroelectric projects, a wood-waste fueled generating station and a two-unit natural gas-fired combustion turbine (CT) generating facility. It also owns a 15 percent share in a two-unit coal-fired generating facility and leases and operates a two-unit natural gas-fired CT generating facility. In addition, Avista Utilities has a number of long-term power purchase and exchange contracts that increase its available resources. See “Item 2. Properties” for further information with respect to generation properties. Avista Utilities plans to add new generation assets in 2002 with the planned completion of the Coyote Springs 2 project and the addition of two small generation facilities.

Historically, Avista Utilities’ electric rates to retail customers have been among the lowest of investor-owned utilities in the United States, due primarily to its large proportion of hydroelectric resources as compared to other investor-owned utilities. Retail electric rates remain low, relative to other investor-owned utilities in the United States, even after the enactment of recent temporary surcharges and rate increases. See “Regulatory Issues-Power Cost Deferrals” for further information.

Avista Utilities sells and purchases electric capacity and energy to and from utilities and other entities in the wholesale market under long-term contracts having terms of more than one year. In addition, Avista Utilities engages in an ongoing process of resource optimization which involves short-term purchases and sales in the wholesale market in pursuit of an economic selection of resources to serve retail and wholesale loads. Avista Utilities makes continuing projections of (1) future retail and wholesale loads based on, among other things, forward estimates of factors such as customer usage and weather as well as historical data and contract terms and (2) resource availability based on, among other things, estimates of streamflows, generating unit availability, historic and forward market information and experience. On the basis of these continuing projections, Avista Utilities makes purchases and sales of energy on a quarterly, monthly, daily and hourly basis to match actual resources to actual energy requirements and to sell any surplus at the best available price. This process includes hedging transactions.

Avista Utilities competes in the electric wholesale market with other utilities, federal marketing agencies and power marketers. The electric wholesale market has changed significantly over the last few years with respect to market participants involved, level of activity, variability of prices, FERC-imposed price caps and counterparty credit issues. These changes contributed to the increased volatility of the wholesale market during 2000 and the first half of 2001. During the second half of 2001 wholesale market prices and volatility both decreased to levels similar to those

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experienced before 2000. See “Western Power Market Issues” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -Western Power Market Issues” for more information.

Challenges facing Avista Utilities’ electric operations include, among other things, the ability to recover deferred power supply costs and the timing of such recovery, changes in the availability of and volatility in the prices of power and fuel, generating unit availability, legislative and governmental regulations, and weather conditions. Avista Utilities believes it faces minimal risk for stranded utility assets resulting from deregulation due to its relatively low-cost generation portfolio. In a deregulated environment, however, evolving technologies that provide alternate energy supplies could affect the market price of power, and certain generating assets could have capital and operating costs above the adjusted market price. Avista Utilities may also be exposed to refunds for wholesale power sales depending on the outcome of the FERC’s retroactive price cap proceeding for the Pacific Northwest; however, Avista Utilities would have the opportunity to establish offsetting claims. See “Industry Restructuring,” “Western Power Market Issues,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Western Power Market Issues” and “Note 1 of Notes to Consolidated Financial Statements” for additional information.

Electric Requirements

Annual peak requirements for 2001 were 3,234 MW (including long-term wholesale obligations of 937 MW and short-term wholesale obligations of 797 MW). This peak occurred on January 16, 2001 at which time the maximum resource capacity available from Avista Utilities was 3,553 MW. The maximum resource capacity included 1,418 MW of company-owned electric generation, 144 MW from long-term hydroelectric contracts, 548 MW of other long-term wholesale purchases and 1,443 MW of short-term wholesale purchases. Variations in energy usage by Avista Utilities’ customers occur from year to year, from season to season and from month to month within a season, primarily as a result of weather conditions. This necessitates a continual balancing of loads and resources, and requires both purchases and sales of energy for annual, quarterly, monthly, daily and hourly periods in order to meet electric requirements and to prudently manage and optimize available resources.

Electric Resources

General Avista Utilities’ diverse electric resource mix of hydroelectric projects, thermal generating facilities, and power purchases and exchanges, combined with strategic access to regional electric transmission systems, enables it to remain a low-cost producer of electric energy. As of December 31, 2001, Avista Utilities’ total owned and leased resource capability was approximately 1,480 MW, of which 65 percent was hydroelectric and 35 percent was thermal. See “Avista Utilities Operating Statistics — Electric Operations” for energy resource statistics.

Hydroelectric Resources Hydroelectric generation is Avista Utilities’ lowest cost source per MWh of electricity and the availability of hydroelectric generation has a significant effect on its total power supply costs. Under average operating conditions, Avista Utilities projects that it would be able to meet approximately one-half of its total electric requirements (both retail and long-term wholesale) with its own hydroelectric generation and fixed long-term hydroelectric contracts with certain Public Utility Districts in Washington state. Total hydroelectric resource generation (both company-owned and purchased under long-term hydroelectric contracts) was 3.2 million MWhs in 2001, a decrease from 4.7 million MWhs in 2000 and 5.4 million MWhs in 1999.

Total hydroelectric resources (including resources purchased under long-term hydroelectric contracts) provide 550 aMW (or 4.8 million MWhs) annually under normal streamflow conditions. The streamflows to company-owned hydroelectric projects were 56 percent, 86 percent and 112 percent of normal in 2001, 2000 and 1999, respectively. In a “critical water” year (defined by the Northwest Power Pool as the worst water conditions on record), Avista Utilities would expect hydroelectric production of 400 aMW, 150 aMW below normal. Average hydroelectric production for the year 2001 was 369 aMW, which is 181 aMW below normal and the lowest level in the 73 years in which records have been kept. The combination of low hydroelectric production and other factors resulted in Avista Utilities incurring power supply costs during the second half of 2000 and the year 2001 significantly in excess of the amount of power supply costs recovered through retail rates in effect at the time. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Avista Utilities-Regulatory Matters” for more information.

Thermal Resources Avista Utilities has a 15 percent interest in a twin-unit, coal-fired generating facility, the Colstrip 3 & 4 Generating Project (Colstrip) in southeastern Montana. Avista Utilities also owns a wood-waste-fired generating facility known as the Kettle Falls Generating Station (Kettle Falls) in northeastern Washington and a two-unit natural gas-fired CT generating facility, located in northeast Spokane (Northeast CT). In addition, Avista Utilities also leases and operates a two-unit natural gas-fired CT generating facility in northern Idaho (Rathdrum CT).

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Until May 2000, Avista Utilities had a 15 percent interest in a twin-unit, coal-fired generating facility, the Centralia Power Plant (Centralia) in western Washington. In May 2000, the owners of Centralia sold the plant to TransAlta. Avista Utilities is purchasing energy from TransAlta to replace the output from Centralia for the period from July 1, 2000 through December 31, 2003. Avista Utilities receives approximately 200 megawatts per hour during the term of the contract beginning each July and continuing through March of the following year.

Colstrip, which is operated by PPL Global, Inc., is supplied with fuel under coal supply and transportation agreements in effect through December 2019 from adjacent coal reserves.

Kettle Falls’ primary fuel is wood-waste generated as a by-product from forest industry operations within 100 miles of the plant. Natural gas may be used as an alternate fuel. A combination of long-term contracts plus spot purchases provides Avista Utilities the flexibility to meet expected future fuel requirements for the plant.

The Northeast CT and Rathdrum CT are natural gas-fired generating units that were primarily used for peaking electric requirements prior to 2000. Due to the shortage of hydroelectric generation during 2000 and 2001 and the relative operating cost compared to higher wholesale market prices, these generating units were operated on a more frequent basis. The Northeast CT and the Rathdrum CT have access to natural gas supplies that are adequate to meet their respective operating needs.

The following table shows Avista Utilities’ thermal resource generation (in thousands of MWhs) during the years ended December 31:

                         
    2001   2000   1999
   
 
 
Centralia
          493       1,224  
Colstrip
    1,617       1,473       1,622  
Kettle Falls
    361       370       273  
Northeast CT and Rathdrum CT
    1,023       817       234  
 
   
     
     
 
Total thermal generation
    3,001       3,153       3,353  
 
   
     
     
 

Purchases, Exchanges and Sales Avista Utilities purchases power under various long-term purchase contracts. Avista Utilities also enters into a significant number of short-term sales and purchases with terms of up to one year.

Under the Public Utility Regulatory Policies Act of 1978 (PURPA), Avista Utilities is required to purchase generation from qualifying facilities, including small hydroelectric and cogeneration projects, at rates approved by the Washington Utilities and Transportation Commission (WUTC) and the Idaho Public Utilities Commission (IPUC). These contracts expire at various times through 2022.

See “Avista Utilities Operating Statistics — Electric Energy Resources” for more detailed information with respect to purchased power and power from exchanges in 2001, 2000 and 1999.

Future Resource Needs

In August 2000, the WUTC approved Avista Utilities’ plan to increase its power resources to serve long-term electric requirements. The Company evaluated 32 third-party supply-side and demand-side proposals submitted through the request-for-proposal process in 2000. In December 2000, Avista Utilities selected the Coyote Springs 2 project, located near Boardman, Oregon, as the supply-side option.

The Coyote Springs 2 project is a combined-cycle, natural gas-fired combustion turbine with generation output of approximately 280 MW. Engineering and procurement of required major equipment began in January 2001. In December 2001, the Company completed the sale of 50 percent of its interest in the Coyote Springs 2 project to an affiliate of Mirant Americas Development, Inc. (Mirant). The Company and Mirant are sharing equally in the costs of construction, operation and output from the plant. The total cost of the plant is expected to be approximately $190 million. Upon completion of construction, expected to be in the third quarter of 2002, the Company’s 50 percent ownership interest in the Coyote Springs 2 project will be transferred from Avista Power to Avista Corp. to be operated as an asset of Avista Utilities.

Due to the shortage of hydroelectric generation and high wholesale market prices during the first half of 2001, Avista Utilities initiated the process of placing several small diesel and natural gas-fired generators into operation at sites in its

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service territory. Due to the reduction in wholesale market prices during the second half of 2001, Avista Utilities reevaluated the cost of the small generation units and will not operate as many of the units as originally planned. The Boulder Park generation facility (Boulder Park) located in Spokane County and a small combustion generation unit in Kettle Falls, Washington (Kettle Falls CT) will be in operation by mid-2002. These projects have a combined generation capability of 32 MW.

As part of the strategy to mitigate the decrease in electric resources caused by the low hydroelectric availability and volatile energy markets, Avista Utilities implemented several buy-back and rebate programs for retail customers during 2001. The programs were designed to encourage conservation and decrease average customer usage.

Avista Utilities has operational strategies to ensure that it has available resources sufficient to meet the increased demand for energy. Under normal water conditions and loads, Avista Utilities’ hydroelectric and thermal generation and long-term contracts would have been able to provide 100 percent of its forecasted native retail load and wholesale energy requirements during 2001. Avista Utilities has made purchases to enable it to cover its electric energy requirements for 2002 and believes that it will be in a surplus power position in 2003 and 2004 under normal water conditions.

Forecasted Electric Energy Requirements and Resources
(aMW)

                               
          2002   2003   2004
         
 
 
Requirements:
                       
 
System load
    1,001       1,021       1,055  
 
Contracts for power sales
    48       24       7  
 
   
     
     
 
   
Total Requirements
    1,049       1,045       1,062  
 
   
     
     
 
Resources:
                       
 
System and contract hydro (1)
    550       550       550  
 
Company owned thermal generation (2)
    299       361       366  
 
Contracts for purchased power
    275       264       244  
 
   
     
     
 
   
Total Resources
    1,124       1,175       1,160  
 
   
     
     
 
     
Surplus Resources
    75       130       98  

(1)   Assumes normal water conditions, which is the mean of the 60 years between 1928 and 1988. Preliminary forecasts indicate streamflows are expected to be 87 percent of normal in 2002 based on current snow pack conditions. Avista Utilities currently estimates that hydroelectric generation will be 534 aMW in 2002.
(2)   Includes new generation available in 2002 from the Company’s 50 percent ownership in the Coyote Springs 2 project. Forecast assumes no generation from the Northeast CT and the Rathdrum CT, which are generally only used to meet peaking electric load requirements, and/or when operating costs are lower than short-term wholesale market prices.

Significant Customer A contract with Avista Utilities’ largest customer, Potlatch Corporation (Potlatch), expired on December 31, 2001. Since 1992 Potlatch had received service under a special contract under the PURPA. Potlatch’s Lewiston, Idaho facility includes about 100 aMW of electric requirements and approximately 60 aMW of self-generation that is currently economic to operate. Avista Utilities and Potlatch are currently negotiating a new agreement. As part of the new agreement, the parties have agreed that Potlatch will receive electric service from Avista at large industrial tariff (Schedule 25) rates. Potlatch is currently using its generation for its own electric requirements, which results in a net electric requirement on Avista Utilities’ system of approximately 40 aMW. Although Potlatch would like to sell its generation output, the current market price for wholesale electricity is below the Schedule 25 rates, therefore Potlatch uses its generation to meet its electric requirements. The ultimate resolution of this contract could have an impact on Avista Utilities’ resource planning, that Avista Utilities is working to minimize through continued negotiations of the terms and conditions associated with service to Potlatch under Schedule 25 rates. Any changes in the revenue and expense associated with serving Potlatch would be reflected in the Idaho power cost adjustment mechanism (PCA).

Hydroelectric Relicensing

Avista Corp. is a licensee under the Federal Power Act, which regulates certain of its hydroelectric generation resources, and is administered by the FERC. Avista Corp.’s licensed projects are subject to the provisions of Part I of that Act. These provisions include payment for headwater benefits, condemnation of licensed projects upon payment of just compensation, and take-over of such projects after the expiration of the license upon payment of the lesser of “net

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investment” or “fair value” of the project, in either case, plus severance damages. All but one of the Company’s hydroelectric plants are regulated by the FERC through project licenses issued for 30-50 year periods.

In February 2000, Avista Utilities received a 45-year operating license from the FERC for the Cabinet Gorge and Noxon Rapids Hydroelectric Generating Developments. The Clark Fork Settlement Agreement, included as part of the FERC license procedures, preserved the projects’ economic peaking and load following operations. As part of the Clark Fork Settlement Agreement, Avista Utilities initiated implementation of protection, mitigation and enhancement measures in March 1999. Measures in the agreement, which will cost approximately $4.7 million annually, address issues related to fisheries, water quality, wildlife, recreation, land use, cultural resources and erosion. Recovery of previously deferred hydroelectric relicensing costs, as well as estimated levels of ongoing costs associated with implementation of the Settlement Agreement, were addressed by both the WUTC and IPUC and received favorable treatment. Costs of approximately $15 million deferred during the licensing phase were allowed in rate base and are being amortized over the 45-year license term. The ongoing Clark Fork Settlement Agreement costs are recorded as operating expenses. See “Item 2. Properties — Avista Utilities” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Outlook” for additional information.

The issue of high levels of dissolved gas which exceed Idaho water quality standards downstream of Cabinet Gorge during spill periods continues to be studied, as agreed to in the Clark Fork Settlement Agreement. To date, intensive biological studies in the lower Clark Fork River and Lake Pend Oreille have documented minimal biological effects of high dissolved gas levels on free ranging fish. An engineering feasibility study identified several possible structural alternatives at Cabinet Gorge that may reduce dissolved gas levels. Under the terms of the Clark Fork Settlement Agreement, the Company will develop an abatement and/or mitigation strategy in 2002 in conjunction with the other signatories to the agreement.

The Company operates six hydroelectric plants on the Spokane River, and five of these (Long Lake, Nine Mile, Upper Falls, Monroe Street and Post Falls) are under one FERC license. The sixth, Little Falls, is not licensed by the FERC. The license for the Spokane River Projects expires in August 2007; the Company will file a notice of intent to relicense before August 2002. Planning, discussions with stakeholder groups and information gathering activities are ongoing.

Natural Gas Operations

Natural gas commodity prices increased dramatically during 2000 and remained high during the first half of 2001 before declining during the second half of the year. Natural gas commodity costs in excess of the amount recovered in current rates are deferred and recovered in future periods with applicable regulatory approval through adjustments to rates. Market prices for natural gas continue to be competitive compared to alternative fuel sources for residential, commercial and industrial customers. Avista Utilities believes that natural gas should sustain its market advantage based on the levels of existing reserves and potential natural gas development in the future. Growth has occurred in the natural gas business due to increased demand for natural gas in new construction, as well as conversions from electric space and water heating to natural gas.

Avista Utilities makes sales and provides transportation service directly to large natural gas customers. The majority of Avista Utilities’ large industrial customers purchase their own natural gas requirements through natural gas marketers. For these customers, Avista Utilities provides transportation from its pipeline interconnection to the customer’s premises. Seven of Avista Utilities’ largest natural gas customers are provided natural gas transportation service under individual contracts. These negotiated contracts were entered into to retain these customers who can either by-pass Avista Utilities’ distribution system or have competitive alternative fuel capability. All individual contracts are subject to regulatory review and approval. The competitive nature of the natural gas spot market results in savings in the cost of purchased natural gas, which encourages large customers with fuel-switching capabilities to continue to utilize natural gas for their energy needs when economic. The total volume transported on behalf of transportation customers for 2001, 2000 and 1999 was 180.9, 224.8 and 232.4 million therms, which represented approximately 33 percent, 38 percent and 35 percent of Avista Utilities’ total system deliveries, respectively.

Challenges facing Avista Utilities’ natural gas operations include, among other things, volatility in the price of natural gas, changes in the availability of natural gas, legislative and governmental regulations, weather conditions, conservation and the ability to recover natural gas costs.

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Natural Gas Resources

Natural Gas Supply Natural gas supplies are available from domestic and Canadian sources through both long- and short-term, or spot market, purchases. Avista Utilities has capacity delivery rights on six pipelines and owns natural gas storage facilities. A diverse portfolio of natural gas resources allows Avista Utilities to capture market opportunities that benefit its natural gas customers.

The Company’s energy trading and marketing subsidiary, Avista Energy, is responsible for the daily management and optimization of these resources for the requirements of customers in the states of Washington, Idaho and Oregon under an agreement with Avista Utilities. Under this relationship, Avista Utilities retains ownership of its transportation, storage and long-term contracts and Avista Energy acts as an agent to optimize these important resources. The utility commissions have approved Benchmark Incentive Mechanisms that allow Avista Utilities and its customers to share the benefits of Avista Energy’s resource optimization activities. See “Regulatory Issues: Natural Gas Benchmark Mechanism” and “Note 1 of Notes to Consolidated Financial Statements” for additional information.

Firm natural gas supplies are available through negotiated agreements for terms ranging between one month and seven years. Approximately 25 percent of the natural gas supplies are obtained from domestic sources, with the remaining 75 percent from Canadian sources. Nearly all natural gas purchased from Canadian sources is contracted in U.S. dollar denominations, limiting any foreign currency exchange exposure. Canadian natural gas supplies are not considered to be at greater risk of non-delivery than supplies from the United States.

Jackson Prairie Natural Gas Storage Project (Jackson Prairie Storage Project) Avista Utilities owns a one-third interest in the Jackson Prairie Storage Project, an underground natural gas storage field located near Chehalis, Washington. The role of the Jackson Prairie Storage Project in providing flexible natural gas supplies is important to Avista Utilities’ natural gas operations. It enables Avista Utilities to place natural gas into storage when prices are low or to meet minimum natural gas purchasing requirements, as well as to withdraw natural gas from storage when spot prices are high or as needed to meet high demand periods. During 1999, the process of increasing the capacity at the Jackson Prairie Storage Project was completed. This increased capacity is being operated and managed by Avista Energy for a ten-year period. Avista Utilities has contracted to release a total of approximately 43 percent of its Jackson Prairie Storage Project capacity to two other utilities. One of these contracts requires two years notice for termination and one contract is renewed on a year to year basis.

Regulatory Issues

Avista Corp., as a regulated public utility, is currently subject to regulation by state utility commissions with respect to prices, accounting, the issuance of securities, and other matters. The retail electric and natural gas operations are subject to the jurisdiction of the WUTC, the IPUC, the Oregon Public Utility Commission (OPUC) and the California Public Utilities Commission (CPUC). The Company is also subject to the jurisdiction of the FERC for its wholesale natural gas rates charged for the release of capacity from the Jackson Prairie Storage Project, and for electric transmission service and wholesale electric sales. The FERC also issued orders with respect to a price mitigation plan applicable to certain wholesale power transactions throughout the western United States during the period June 2001 through September 2002. See “Western Power Market Issues” for additional information.

In each regulatory jurisdiction, rates for retail electric and natural gas services (other than specially negotiated retail rates for industrial or large commercial customers, which are subject to regulatory review and approval) are currently determined on a “cost of service” basis and are designed to provide, after recovery of allowable operating expenses, an opportunity to earn a reasonable return on “rate base.” “Rate base” is generally determined by reference to the original cost (net of accumulated depreciation) of utility plant in service, subject to various adjustments for deferred taxes and other items. Over time, rate base is increased by additions to utility plant in service and reduced by depreciation of utility plant. As the energy business is restructured, traditional “cost of service” ratemaking may evolve into some other form of ratemaking. Rates for transmission services are based on the “cost of service” principles and are set forth in tariffs on file with the FERC. See “Note 1 of Notes to Consolidated Financial Statements” for additional information about regulation, depreciation and deferred income taxes. See “Industry Restructuring” for additional information about deregulation.

Power Cost Deferrals In August 2000, the WUTC approved Avista Utilities’ request for deferred accounting treatment for certain power costs related to, among other things, increases in short-term wholesale electric prices from July 1, 2000 through June 30, 2001. Avista Utilities is permitted to defer the recognition in the income statement of the portion of power supply costs that is in excess of the level currently recovered from retail customers. Deferred power supply costs are recorded as a deferred charge on the balance sheet for future review and the opportunity for recovery through retail

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rates. The specific power costs deferred include the changes in power costs to Avista Utilities from the costs included in base retail rates, related to changes in short-term wholesale market prices, changes in the level of hydroelectric generation and changes in the level of thermal generation (including changes in fuel prices). In January 2001, the WUTC approved a modification to the deferral mechanism to recover power supply costs associated with meeting increased retail and wholesale system load requirements, effective December 1, 2000.

In May 2001, the WUTC approved a settlement agreement reached among Avista Corp., the staff of the WUTC and other parties with respect to deferred power costs. The agreement, among other things, provided for the extension of Avista Corp.’s deferred accounting mechanism through February 2003. During June and the first part of July of 2001, Avista Utilities evaluated the effect of several significant developments that changed its plans for the recovery of deferred power costs. These developments included a decline in hydroelectric availability, the increased cost of energy and capacity to meet retail and wholesale demand for 2001 and a decline in wholesale market prices. As such, Avista Utilities determined that its plan for recovery of deferred cost balances, as contemplated in the May 2001 settlement agreement with the WUTC and the existing PCA with the IPUC, was not feasible.

Accordingly, in July 2001 Avista Utilities filed requests with the WUTC and IPUC for the approval of an electric energy surcharge of 36.9 percent in Washington and a PCA surcharge of 14.7 percent in Idaho for a 27-month period beginning in September 2001.

In September 2001, the WUTC ordered a 25 percent temporary electric rate surcharge for the 15-month period from October 1, 2001 to December 31, 2002 applied uniformly across all Washington electric customer classes. As part of the surcharge order, the WUTC ordered Avista Utilities to file a general rate case by December 2001. The order by the WUTC also provided for the termination of the accounting mechanism for the deferral of power costs effective December 31, 2001. The WUTC subsequently approved the continuation of the accounting mechanism for deferred power costs for the period from January 1, 2002 through the conclusion of the general rate case.

In November 2001, Avista Utilities filed a request with the WUTC for an expedited procedural schedule to address the prudence and recoverability of deferred power costs incurred as of September 30, 2001. In March 2002, the WUTC issued an order approving the prudence and recoverability of 90 percent of deferred power supply costs incurred during the period from July 1, 2000 through December 31, 2001. This resulted in the Company expensing $21.8 million of power supply costs previously deferred.

In October 2001, the IPUC issued an order approving a 14.7 percent PCA surcharge for Idaho electric customers and granted an extension of a 4.7 percent PCA surcharge implemented earlier in 2001 that was to expire January 31, 2002. Both PCA surcharges will remain in effect until October 11, 2002. The IPUC directed Avista Utilities to file a status report 60 days before the PCA surcharge expires. If review of the status report and the actual balance of deferred power costs support continuation of the PCA surcharge, the IPUC has indicated that it anticipates the PCA surcharge would be extended for an additional period. The current PCA mechanism allows for the deferral of 90 percent of the difference between actual net power supply expenses and the authorized level of net power supply expense approved in the last Idaho general rate case.

As of December 31, 2001, total deferred power costs were $213.3 million, including $140.2 million in Washington and $73.1 million in Idaho. In 2001, revenue collected under the Washington and Idaho surcharges totaled $14.4 million and deferred power costs were further reduced $60.7 million through the amortization of a deferred non-cash credit. Based on current projections, total deferred power costs balances are expected to be approximately $150 million at the end of 2002 and fully recovered by 2007.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Avista Utilities-Regulatory Matters” for additional information.

General Rate Cases In October 1999, Avista Utilities filed with the WUTC a request for a general electric rate increase of $26.2 million, or 10.4 percent, subsequently revised to $18.2 million, and a general natural gas rate increase of $4.9 million, or 6.5 percent. In September 2000, the WUTC ordered a $3.4 million, or 1.4 percent, reduction in electric rates and a $1.7 million, or 2.1 percent, increase in natural gas rates. The WUTC also ordered that Avista Utilities’ overall rate of return for both electricity and natural gas be reduced from 10.7 percent to 9.03 percent. Avista Utilities had requested a 9.9 percent overall rate of return. Avista Utilities filed a Petition for Reconsideration with the WUTC requesting that the commission reconsider certain portions of its order. In November 2000, the Commission slightly modified the original order, reducing the electric reduction from $3.4 million to $2.9 million and increasing the natural gas increase from $1.7 million to $1.8 million.

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On December 3, 2001, the Company filed a general electric rate case with the WUTC, as ordered by the WUTC in September 2001. Issues to be addressed include, among other things, the recovery of cash outlays for increased power supply costs and expenses related to building additional generation. The rate case requested by Avista Corp. proposes a 10.39 percent overall rate of return. The WUTC may take up to 11 months to review the general rate case filing.

In the rate case filing with the WUTC, Avista Corp. requested an interim rate increase of 10 percent (or $29.3 million in annual revenues) above current rates (including the 25 percent temporary surcharge approved by the WUTC in September 2001 discussed above). In March 2002, the WUTC ordered an increase to base retail rates of 6.2 percent (or $14.7 million in annual revenues). The order also modified the temporary electric surcharge such that one-fifth of the existing 25 percent surcharge will be applied to offset the Company’s general operating costs and the remainder will continue to be applied as a recovery of deferred power costs. In the general rate case filing, the Company requested that a number of adjustments be made that would result in no net change to rates above the interim rate increase. The Company requested that once the interim rate increase ends, base electric rates would increase by 22.5 percent (or $53.2 million in annual revenues) and the electric surcharge would be reduced from 25 percent to 14.9 percent. These rate increases are necessary in order to continue the recovery of deferred power costs. The proposed rate increases also reflect, among other things, the recovery of costs associated with the addition of the Company’s 50 percent ownership in the Coyote Springs 2 power plant and the construction of two small generation projects built to serve retail customer needs.

In the general rate case, Avista Corp. requested the implementation of a temporary accounting mechanism for the deferral of power supply costs incurred in excess of the amount recovered through rates effective January 1, 2002 until the conclusion of the general rate case. The WUTC approved this request on December 21, 2001. In the general rate case, Avista Corp. requested the establishment of a permanent PCA mechanism to increase or decrease future electric rates based on actual power supply costs, similar to the Idaho PCA mechanism that allows for the deferral of 90 percent of the difference between actual net power supply costs and the authorized level of net power supply costs.

In Avista Utilities’ last general electric rate case in Idaho, the IPUC granted a rate increase of $9.3 million, or 7.6 percent, with an authorized rate of return of 8.98 percent, effective August 1999.

Purchased Gas Adjustment (PGA or Natural Gas Trackers) Natural gas trackers are supplemental tariffs filed with state regulatory commissions designed to pass through changes in purchased natural gas costs, and do not normally result in any changes in net income. In July 2001, Avista Utilities filed requests for PGAs with the WUTC and the IPUC. Both the Washington PGA increase of 12.2 percent approved by the WUTC and the Idaho PGA increase of 11.5 percent approved by the IPUC became effective in August 2001. Avista Utilities estimates these PGA rate changes will increase revenues by $24.6 million for approximately one year. Total deferred natural gas costs were $52.7 million as of December 31, 2001. Based on current PGAs in place and current natural gas prices, Avista Utilities expects that the deferred natural gas cost balance will be fully recovered by December 2002.

Natural Gas Benchmark Mechanism Avista Utilities received regulatory approval of its Natural Gas Benchmark Mechanism in 1999 from the IPUC, WUTC and OPUC. The mechanism eliminated natural gas procurement operations within Avista Utilities for these jurisdictions and consolidated gas procurement operations under Avista Energy, the Company’s non-regulated affiliate. The ownership of the natural gas assets remains with Avista Utilities; however, Avista Energy through an Agency Agreement with Avista Utilities manages the assets. Avista Utilities maintains a natural gas staff to prepare load forecasts and analyses related to long-term resource acquisitions, to manage the Agency Agreement with Avista Energy and to support state and federal regulatory activities.

Consolidation of natural gas procurement operations under Avista Energy allows the Company to gain synergies and better manage its risk by combining and operating the two portfolios as a single portfolio and to gain efficiencies by eliminating duplicate functions. Effective January 1, 2001, the WUTC and IPUC approved Avista Utilities’ modifications to the Natural Gas Benchmark Mechanism, incorporating the use of financial products (fixed-price transactions or hedging). Due to the unprecedented increase in and volatility of natural gas commodity costs, it was determined that such additional flexibility was needed in the Natural Gas Benchmark Mechanism to properly manage costs. The Natural Gas Benchmark Mechanism provides certain guaranteed benefits to retail customers and provides the Company with the opportunity to improve earnings (a performance-based mechanism).

Avista Utilities provided notice of its intent to continue the Natural Gas Benchmark Mechanism and related Agency Agreement with Avista Energy to the applicable state regulatory agencies in 2001. In early 2002, the WUTC approved the continuation of the Natural Gas Benchmark Mechanism and related Agency Agreement through March 31, 2003 and the IPUC approved the continuation through March 31, 2005. The OPUC is expected to make its ruling in late March 2002.

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Demand Side Management (DSM) and Low-Income Assistance Programs DSM programs are designed to encourage conservation of energy. In February 2001, the WUTC and the IPUC approved Avista Utilities’ implementation of a natural gas revenue surcharge of 0.5 percent to provide funding for natural gas energy-efficiency programs. Avista Utilities currently has electric revenue surcharges, or tariff riders, of approximately 1.5 percent in Washington and Idaho to fund its electric DSM programs. The tariff rider has been in place since 1995 and was the first “system benefit charge” for energy efficiency in the United States.

Effective May 2001, the WUTC approved an increase in electric and natural gas surcharges, or tariff rider, of 0.79 percent to supplement the Community Action Agency’s existing federal and state low-income heating energy assistance program and Project Share funds. The annual revenue of approximately $2.7 million funds eastern Washington agencies assistance to help in-need customers pay their energy bills.

Industry Restructuring

Federal Level

Industry restructuring to open the electric wholesale energy market to competition was initially promoted by federal legislation. The Energy Policy Act of 1992 (Energy Act) amended provisions of the Public Utility Holding Company Act of 1935 (PUHCA) and the Federal Power Act to remove certain barriers to a competitive wholesale market. The Energy Act expanded the authority of the FERC to issue orders requiring electric utilities to transmit power and energy to or for wholesale purchasers and sellers, and to require electric utilities to enlarge or construct additional transmission capacity for the purpose of providing these services. It also created “exempt wholesale generators”, a new class of independent power plant owners that are able to sell generation only at the wholesale level. This permits public utilities and other entities to participate through subsidiaries in the development of independent electric generating plants for sales to wholesale customers without being required to register under the PUHCA.

FERC Order No. 888, issued in April 1996, requires public utilities operating under the Federal Power Act to provide access to their transmission systems to third parties pursuant to the terms and conditions of the FERC’s pro-forma open access transmission tariff. FERC Order No. 889, the companion rule to Order No. 888, requires public utilities to establish an Open Access Same-Time Information System (OASIS) to provide transmission customers with information about available transmission capacity and other information by electronic means. It also requires each public utility subject to the rule to functionally separate its transmission and wholesale power merchant functions. The FERC issued its initial order accepting the non-rate terms and conditions of Avista Utilities’ open access transmission tariff in November 1996. Avista Utilities filed its “Procedures for Implementing Standards of Conduct under FERC Order No. 889” with the FERC in December 1996 and adopted these Procedures effective January 1997. FERC Orders No. 888 and No. 889 have not had a material effect on Avista Utilities’ operating results.

Avista Corp. and three other Western utilities have taken steps toward the formation of a for-profit Independent Transmission Company (ITC), TransConnect, which would serve portions of six states. TransConnect would be a member of the planned regional transmission organization, RTO West, a non-profit entity, and it would own or lease the high voltage transmission facilities currently held by Avista Corp., Portland General Electric Co., Nevada Power Co. and Sierra Pacific Power Co. A proposal was filed in October 2000 in response to the FERC’s Order No. 2000, which requires utilities subject to FERC regulation to file a proposal to form a Regional Transmission Organization (RTO), or a description of efforts to participate in an RTO, and any existing obstacles to RTO participation. In April 2001, the FERC issued the RTO West/TransConnect order granting, with modifications, the participating companies’ petition. Avista Corp. is actively evaluating this order to determine the effects of the modifications and the impact to the potential development of TransConnect. TransConnect filed its proposal with FERC in November 2001. Avista Corp. only joined in the planning protocol modified governance for this filing. The final proposal must be approved by the FERC, the boards of directors of the filing companies and regulators in various states. The companies’ decision to move forward with the formation of TransConnect or RTO West will ultimately depend on the conditions related to the formation of the entities, as well as the economics and conditions imposed in the regulatory approval process. If TransConnect were formed, it could result in Avista Utilities divesting $174 million of electric transmission assets.

The North American Electric Reliability Council and the WSCC have undertaken initiatives to establish a series of security coordinators to oversee the reliable operation of the regional transmission system. Accordingly, Avista Utilities, in cooperation with other utilities in the Pacific Northwest, established the Pacific Northwest Security Coordinator (PNSC), which oversees daily and short-term operations of the Northwest sub-regional transmission grid and has limited authority to direct certain actions of control area operators in the case of a pending transmission system emergency. Avista Utilities executed its service agreement with the PNSC in September 1998.

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State Level

Further competition may be introduced by state action. Competition for retail customers is not generally allowed in Avista Utilities’ service territory. While the Energy Act precludes the FERC from mandating retail wheeling, state regulators and legislators could open service territories to full competition at the retail level. Legislative action at the state level would be required for full retail wheeling and customer choice to occur in Washington and Idaho. For the past several years, the legislatures and public utility commissions in Washington and Idaho have conducted a series of hearings and several studies regarding electric industry restructuring. Issues such as unbundling, deregulation, reliability and consumer protection were examined. Impacts on customer service quality and system reliability (generation, transmission and distribution) were considered on a “macro” basis under various restructuring scenarios. Public policy makers in Washington and Idaho continue to examine other states’ experiences with restructuring, while cognizant that the Pacific Northwest generally benefits from the lowest electric rates in the country. Although there is currently no action surrounding deregulation in Washington or Idaho, activities related to California’s deregulation have affected wholesale power prices in the western United States, including the Company’s service territory. See “Western Power Market Issues” for information about the California energy situation.

An initiative was presented in November 2001 in Montana to create a public agency to own and operate all hydroelectric generating facilities within the state. Avista Utilities’ largest generation plant, Noxon Rapids, is located in Montana on the Clark Fork River. If this proposed initiative obtains the required signatures by June 21, 2002 and is passed into law in the November 2002 General Election, Noxon Rapids could be acquired from the Company either through a negotiated sale or at fair market value through a condemnation proceeding. This could have significant negative ramifications for the Company. As such, the Company intends to vigorously oppose this initiative and intends to legally defend itself against the acquisition of Noxon Rapids. See “Note 24 of Notes to Consolidated Financial Statements” for additional information.

Environmental Issues

The Company is subject to environmental regulation by federal, state and local authorities. The generation, transmission, distribution, service and storage facilities in which Avista Utilities has an ownership interest were designed to comply with all applicable environmental laws. Furthermore, the Company conducts periodic reviews of all its facilities and operations to respond to or anticipate emerging environmental issues. The Company’s Board of Directors has an Environmental Committee to deal specifically with these issues.

Air Quality The most significant impact on the Company related to the Clean Air Act (CAA) and the 1990 Clear Air Act Amendments (CAAA) pertains to Colstrip, which is a “Phase II” coal-fired plant under the CAAA. Colstrip is not expected to be required to implement any additional sulfur dioxide (SO2) mitigation in the foreseeable future in order to continue operations. Avista Utilities’ other thermal projects are subject to various CAAA standards. Every five years each project requires an updated operating permit (known as a Title V permit) which addresses, among other things, the compliance of the plant with the CAAA. The operating permit for the Rathdrum CT was issued in December 2000. During 2001, the Company applied to renew the operating permit for the Kettle Falls plant and applied for an upgrade to a Title V permit for the natural gas-fired CTs located in Spokane. The Company anticipates the receipt of these operating permits during the second quarter of 2002. Additionally, the Company received operating permits for several small generation projects during 2001. Due to the decline in wholesale market prices during the second half of 2001, Avista Utilities reevaluated the cost of the small generation units and will not operate as many of the units as originally planned.

During 2001, Avista Corp. extended the operating hours of the Northeast CT with an agreement with the Spokane County Air Pollution Control Authority (SCAPCA) under a special operating order called an Assurance of Discontinuance (AOD). The SCAPCA has allowed for continued operation of the Northeast CT upon the condition of a payment of $150 for each hour of operation paid into a mitigation fund for assistance to low-income customers and the payment of $10,000 for each day of operation to fund an environmental offset project. The AOD allows Avista Utilities to use the Northeast CT to temporarily bring on added generating capacity for the benefit of its customers and the region during a time of increased energy demand and limited energy resources. Extended operation of the Northeast CT was approved after the SCAPCA determined, through air emission modeling and projections, that extended operation of the turbine would not adversely impact air quality. The funding of the environmental offset project will be paid until such time as a new operating permit is issued by the SCAPCA. The Company submitted its permit application for permanent operation of the Northeast CT in November 2001.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Outlook” and “Note 24 of the Notes to Consolidated Financial Statements” for additional information.

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AVISTA UTILITIES OPERATING STATISTICS

                                 
            Years Ended December 31,
           
            2001   2000   1999
           
 
 
ELECTRIC OPERATIONS
                       
 
ELECTRIC OPERATING REVENUES (Thousands of Dollars):
                       
   
Residential
  $ 158,847     $ 158,065     $ 158,658  
   
Commercial
    155,371       149,770       152,107  
   
Industrial
    80,433       82,992       69,559  
   
Public street and highway lighting
    3,790       3,612       3,517  
 
   
     
     
 
     
Total retail revenues
    398,441       394,439       383,841  
   
Wholesale revenues
    480,903       864,754       522,499  
   
Other revenues
    42,861       28,062       21,824  
 
   
     
     
 
     
Total electric operating revenues
  $ 922,205     $ 1,287,255     $ 928,164  
 
   
     
     
 
 
ELECTRIC ENERGY SALES (Thousands of MWhs):
                       
   
Residential
    3,219       3,279       3,237  
   
Commercial
    2,882       2,886       2,848  
   
Industrial
    1,892       2,048       2,032  
   
Public street and highway lighting
    25       25       25  
 
   
     
     
 
     
Total retail energy sales
    8,018       8,238       8,142  
   
Wholesale energy sales
    6,262       15,807       19,778  
 
   
     
     
 
     
Total electric energy sales
    14,280       24,045       27,920  
 
   
     
     
 
 
ELECTRIC ENERGY RESOURCES (Thousands of MWhs):
                       
   
Hydro generation (from Company facilities)
    2,564       3,819       4,287  
   
Thermal generation (from Company facilities)
    3,001       3,153       3,353  
   
Purchased power — long-term hydro
    631       929       1,093  
   
Purchased power — long-term wholesale
    4,196       5,500       4,791  
   
Purchased power — short-term wholesale
    3,869       10,611       14,308  
   
PURPA contracts
    559       595       598  
   
Power exchanges
    (104 )     67       16  
 
   
     
     
 
     
Total power resources
    14,716       24,674       28,446  
   
Energy losses and Company use
    (436 )     (629 )     (526 )
 
   
     
     
 
     
Total energy resources (net of losses)
    14,280       24,045       27,920  
 
   
     
     
 
 
NUMBER OF ELECTRIC CUSTOMERS (Average for Period):
                       
   
Residential
    276,845       273,219       270,013  
   
Commercial
    35,454       35,060       34,877  
   
Industrial
    1,434       1,254       1,189  
   
Public street and highway lighting
    402       392       389  
 
   
     
     
 
     
Total electric retail customers
    314,135       309,925       306,468  
   
Wholesale
    44       58       68  
 
   
     
     
 
     
Total electric customers
    314,179       309,983       306,536  
 
   
     
     
 
 
ELECTRIC RESIDENTIAL SERVICE AVERAGES:
                       
   
Annual use per customer (KWh)
    11,629       12,003       11,990  
   
Revenue per KWh (in cents)
    4.93       4.82       4.90  
   
Annual revenue per customer
  $ 573.77     $ 578.53     $ 587.59  
 
ELECTRIC AVERAGE HOURLY LOAD (aMW)
    975       1,012       990  
 
   
     
     
 
 
RESOURCE AVAILABILITY at time of system peak (MW):
                       
   
Total requirements (winter):
                       
     
Retail native load
    1,500       1,491       1,351  
     
Wholesale obligations
    1,734       2,338       3,281  
 
   
     
     
 
       
Total requirements (winter)
    3,234       3,829       4,632  
   
Total resource availability (winter)
    3,553       4,194       4,831  
   
Total requirements (summer):
                       
     
Retail native load
    1,379       1,473       1,418  
     
Wholesale obligations
    1,332       2,756       4,590  
 
   
     
     
 
       
Total requirements (summer)
    2,711       4,229       6,008  
   
Total resource availability (summer)
    2,927       4,656       6,633  

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          Years Ended December 31,
         
          2001   2000   1999
         
 
 
NATURAL GAS OPERATIONS
                       
 
NATURAL GAS OPERATING REVENUES (Thousands of Dollars):
                       
   
Residential
  $ 179,584     $ 128,240     $ 99,879  
   
Commercial
    104,012       69,982       51,952  
   
Industrial
    11,130       7,680       5,047  
 
   
     
     
 
     
Total retail natural gas revenues
    294,726       205,902       156,878  
   
Wholesale revenues
    1,762       5,691       15,189  
   
Transportation revenues
    8,576       10,242       10,777  
   
Other revenues
    3,579       3,011       4,640  
 
   
     
     
 
     
Total natural gas operating revenues
  $ 308,643     $ 224,846     $ 187,484  
 
   
     
     
 
 
THERMS DELIVERED (Thousands of Therms):
                       
   
Residential
    198,413       212,198       200,184  
   
Commercial
    126,869       135,126       125,611  
   
Industrial
    15,523       18,350       16,450  
 
   
     
     
 
     
Total retail sales
    340,805       365,674       342,245  
   
Wholesale sales
    4,831       4,034       74,117  
   
Transportation sales
    180,918       224,803       232,388  
   
Interdepartmental sales and Company use
    15,430       1,391       10,152  
 
   
     
     
 
     
Total therms delivered
    541,984       595,902       658,902  
 
   
     
     
 
 
SOURCES OF NATURAL GAS SUPPLY (Thousands of Therms):
                       
   
Purchases
    348,620       372,795       430,698  
   
Storage — injections
    (62 )     (467 )     (30,508 )
   
Storage — withdrawals
    54       403       23,972  
   
Natural gas for transportation
    180,918       224,803       232,388  
   
Interdepartmental transportation
    14,662       589       351  
   
Distribution system gains (losses)
    (2,208 )     (2,221 )     2,001  
 
   
     
     
 
     
Total supply
    541,984       595,902       658,902  
 
   
     
     
 
 
NUMBER OF NATURAL GAS CUSTOMERS (Average for Period):
                       
   
Residential
    249,650       242,983       234,844  
   
Commercial
    30,355       29,739       29,032  
   
Industrial
    328       334       338  
 
   
     
     
 
     
Total retail customers
    280,333       273,056       264,214  
   
Wholesale customers
    2       2       9  
   
Transportation customers
    86       96       107  
 
   
     
     
 
     
Total natural gas customers
    280,421       273,154       264,330  
 
   
     
     
 
 
NATURAL GAS RESIDENTIAL SERVICE AVERAGES:
                       
   
Washington and Idaho
 
     
Annual use per customer (therms)
    852       950       887  
     
Revenue per therm (in cents)
    89.24       57.82       45.74  
     
Annual revenue per customer
  $ 760.02     $ 549.07     $ 405.51  
   
Oregon and California
 
     
Annual use per customer (therms)
    688       730       789  
     
Revenue per therm (in cents)
    93.44       66.83       58.59  
     
Annual revenue per customer
  $ 643.31     $ 487.80     $ 462.21  
 
NET SYSTEM MAXIMUM CAPABILITY (Thousands of Therms):
                       
   
Net system maximum demand (winter)
    2,236       2,347       2,077  
   
Net system maximum firm contractual capacity (winter)
    4,320       4,320       4,320  
 
HEATING DEGREE DAYS:(1)
                   
   
Spokane, WA
 
     
Actual
    6,800       7,176       6,408  
     
30 year average
    6,842       6,842       6,842  
     
% of average
    99 %     105 %     94 %
   
Medford, OR
 
     
Actual
    4,143       4,388       4,401  
     
30 year average
    4,611       4,611       4,611  
     
% of average
    90 %     95 %     95 %

(1)   Heating degree days are the measure of the coldness of weather experienced, based on the extent to which the average of high and low temperatures for a day falls below 65 degrees Fahrenheit (annual degree days below historic indicate warmer than average temperatures).

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Western Power Market Issues

Avista Utilities and Avista Energy are directly and indirectly involved with issues surrounding Western power markets, including the California market. In early 2001, California’s two largest utilities, Southern California Edison (SCE) and Pacific Gas & Electric Company (PG&E), defaulted on payment obligations owed to various energy sellers, including the California Power Exchange (CalPX), California Independent System Operator (CalISO), and Automated Power Exchange (APX). CalPX, CalISO and APX defaulted on their payment obligations to Avista Energy. PG&E and CalPX filed voluntary petitions under chapter 11 of the bankruptcy code for protection from creditors. SCE has remained outside of bankruptcy.

The FERC issued an order in August 2000 initiating hearing proceedings under section 206 of the Federal Power Act to address matters affecting bulk power markets and wholesale energy prices (including volatile price fluctuations) in California. In November 2000 the FERC proposed specific remedies to address dysfunctions in California’s wholesale bulk markets and to ensure just and reasonable wholesale power rates by public utility sellers in California. The FERC denied requested refunds from sellers of electric power for sales prior to October 2, 2000 and held that sales made after October 2, 2000 are subject to refund, with the level and extent of any refund to be determined in future orders. In April 2001, the FERC issued a price mitigation order that affected the CalISO spot market. In June 2001, the FERC expanded its price mitigation plan for the California spot market to 24 hours a day, seven days a week and broadened the price curbs to the eleven state Western region through September 2002. Since June 2001, spot market prices have remained below the FERC-imposed caps.

Earlier in 2001, the Governor of California invoked emergency executive powers to seize certain power contracts (called “block forward contracts”) between the CalPX and, respectively, PG&E and SCE after PG&E’s and SCE’s defaults. The block forward contracts would have been significant assets of the CalPX bankruptcy estate if they had not been so removed by the Governor. PG&E, SCE, the CalPX Creditors Committee, and certain individual creditors filed suits separately against the State of California for compensation related to the seized block forward contracts. In September 2001, the U.S. Court of Appeals for the Ninth Circuit ruled that wholesale energy suppliers are entitled to injunctive relief from the State of California. At this time, it is not possible to predict the timing or outcome of this claim against the State of California.

In July 2001, the FERC issued an order to commence a fact-finding hearing to determine amounts to be refunded for sales during the period from October 2, 2000 to June 20, 2001 in the California spot market operated by the CalISO and the CalPX. The order provides that any refunds owed could be offset against unpaid energy debts due to the same party. The FERC schedule for this proceeding has been postponed repeatedly and is not expected to be continued until August 2002 or later. Avista Energy is participating in this proceeding pursuant to the FERC order and cannot predict its outcome at this time.

The July 2001 FERC order also directed a separate evidentiary proceeding to explore wholesale power market issues in the Pacific Northwest. The FERC’s Pacific Northwest proceeding seeks to determine whether there were excessive charges for spot market sales in the Pacific Northwest in the period December 25, 2000 to June 20, 2001, and whether there is sufficient factual basis for the FERC to take further action. Based on their application of selected retroactive pricing methods, certain parties have asserted claims for significant refunds from Avista Energy and lesser refunds from Avista Utilities. Avista Energy and Avista Utilities joined with numerous other wholesale market participants to vigorously oppose proposals for retroactive price caps and refund claims. In September 2001, the FERC’s administrative law judge for this proceeding issued a recommendation that the FERC should not order refunds for the Pacific Northwest for the period in question and that the FERC should take no further action on these matters. The FERC has not yet issued a decision in the Pacific Northwest refund proceeding.

In September 2001, PG&E filed a plan of reorganization that provides for payment to all creditors on or around January 1, 2003. The PG&E plan requires various approvals, including procedural and content matters, by the Federal Bankruptcy Court, Securities and Exchange Commission, Nuclear Regulatory Commission, and the FERC. Various parties, including consumer groups and the CPUC, have announced opposition to the plan of reorganization. The CPUC filed a term sheet in February 2002 outlining an alternative plan of reorganization. On February 27, 2002, the Federal Bankruptcy Court ruled that the CPUC would be permitted to file its full plan, which it must do by April 15, 2002. The CPUC term sheet estimates that creditors would be paid in or around January 2003.

In October 2001, SCE and the CPUC announced a settlement of SCE’s filed rate doctrine lawsuit. By entering into a settlement agreement and obtaining additional financing, SCE made substantially full payment on its past due obligations on March 1, 2002. The defaulted payments due to Avista Energy remain entangled with the CalPX, which was the intermediary between many energy sellers and SCE as energy purchaser.

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As of December 31, 2001, Avista Energy’s accounts receivable related to defaulting parties in California — net of reserves for uncollected amounts, cost of collection, and refunds — were approximately $6.5 million. Avista Energy is currently pursuing recovery for the defaulted obligations.

Energy Trading and Marketing Line of Business

The Energy Trading and Marketing line of business includes Avista Energy and Avista Power, both wholly owned subsidiaries of Avista Capital.

Avista Energy

Avista Energy is an electricity and natural gas trading and marketing business focused on marketing energy in the western United States. In 1997, Avista Energy began conducting business on a national basis and expanded operations with its acquisition of Vitol Gas & Electric, LLC in 1999. However, in November 1999, the Company decided to reduce Avista Energy’s size and risk by redirecting its focus away from national energy trading and marketing toward a more regionally-based energy trading and marketing effort in the western United States. Avista Energy’s trading and marketing efforts are backed by contracts for energy commodities and by the output of specific facilities available under contract. Avista Energy’s headquarters are in Spokane, Washington, and it also has an office in Vancouver, British Columbia, Canada.

Avista Energy is in the business of buying and selling electricity and natural gas. Avista Energy’s customers include commercial and industrial end-users, electric utilities, natural gas distribution companies and other trading companies. Avista Energy also trades electricity and natural gas derivative commodity instruments, including futures, options, swaps and other contractual arrangements. Most transactions are conducted on a largely unregulated “over-the-counter” basis, there being no central clearing mechanism (except in the case of specific instruments traded on the commodity exchanges). During 1999, Avista Energy also sold and traded coal and SO2 allowances, but eliminated these activities in 2000 as contracts expired. The following table provides operating statistics for Avista Energy for the years ended December 31:

                             
        2001   2000   1999
       
 
 
Revenues (dollars in thousands):
                       
 
Electric
  $ 3,380,058     $ 4,721,291     $ 4,745,615  
 
Natural Gas
    1,619,285       1,751,264       1,900,487  
 
Coal and other
    1,612       58,996       49,569  
 
   
     
     
 
   
Total revenues
  $ 5,000,955     $ 6,531,551     $ 6,695,671  
 
   
     
     
 
Sales Volumes:
                       
 
Electricity (thousands of MWhs)
    47,927       105,548       135,099  
 
Natural gas (thousands of dekatherms)
    248,193       273,448       775,822  
 
Coal (thousands of tons)
          3,514       1,638  

Although Avista Energy scaled back operations to focus primarily in the western United States during 2000, its trading operations continue to be affected by, among other things, volatility of prices within the electric energy and natural gas markets, the demand for and availability of energy, lower unit margins on new sales contracts, FERC- ordered price caps, financial condition of counterparties and deregulation of the electric utility industry.

In April 1997, Avista Energy entered into a marketing agreement with Chelan County Public Utility District (PUD), located in Washington State. The agreement allows Avista Energy to market, on a “real-time” basis, a portion of the output from Chelan County PUD’s hydroelectric resources (557 MWhs) and to jointly market energy products and services to other utilities in the region.

Effective September 1, 1999, Avista Energy began managing Avista Utilities’ natural gas storage assets, transportation contracts and natural gas purchasing operations. Under an Agency Agreement, Avista Energy serves as agent for Avista Utilities, managing its pipeline transportation rights and natural gas storage assets, as well as purchasing natural gas for Avista Utilities’ retail customers. The assets continue to be owned by Avista Utilities; however, they are fully integrated operationally into Avista Energy’s portfolio. A benchmark incentive mechanism allows Avista Energy the opportunity to retain a portion of the benefits associated with asset optimization and the efficiencies gained in purchasing natural gas for Avista Utilities. Approvals for continuation of the agreement and the benchmark incentive mechanism were received from the state regulatory agencies in Washington and Idaho in

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early 2002. The current benchmark incentive mechanism and related Agency Agreement expires in March 2003 in Washington and March 2005 in Idaho. The OPUC is expected to issue its ruling in late March 2002.

Avista Energy is subject to the various risks inherent in commodity trading including, particularly, market risk, liquidity risk, commodity risk and credit risk. See “Western Power Market Issues”, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Outlook,” and “Notes 1, 5 and 7 of Notes to Consolidated Financial Statements” for additional information regarding the market and credit risks inherent in the energy trading business, fourth quarter 1999 restructuring costs, Avista Energy’s risk management policies and procedures, accounting practices, and positions held by Avista Energy as of December 31, 2001.

Avista Capital provides guarantees for Avista Energy’s line of credit agreement and, in the course of business, may provide guarantees to other parties with whom Avista Energy may be doing business. Avista Capital had $91.6 million of such guarantees outstanding as of December 31, 2001.

Avista Power

Avista Power was formed to develop and own generation assets. During 2001, the Company decided that Avista Power would no longer pursue the development of additional non-regulated generation projects due to changing market conditions and as part of Avista Corp.’s overall business strategy. Avista Power continues to manage the generation assets it currently owns.

Avista Power is a 49 percent owner of a 270 MW natural gas-fired combustion turbine plant in Rathdrum, Idaho, which commenced commercial operation in September 2001. The output from this plant is contracted to Avista Energy for 25 years. Avista Power is also in the process of constructing the Coyote Springs 2 power plant and completed the sale of 50 percent of its interest in the plant to Mirant in December 2001. Upon the planned completion of the plant in the third quarter of 2002, Avista Power’s 50 percent ownership interest will be transferred to Avista Corp. to be operated as an asset of Avista Utilities.

Information and Technology Line of Business

The Information and Technology line of business includes Avista Advantage and Avista Labs. Avista Advantage and Avista Labs are majority-owned and wholly owned subsidiaries of Avista Capital, respectively.

Avista Advantage

Avista Advantage is a provider of internet-based facility intelligence and cost management billing and information services to customers throughout North America. Avista Advantage’s solutions are designed to provide multi-site companies with critical and easy-to-access information that enables them to proactively manage and reduce their facility-related expenses.

Avista Advantage analyzes and presents consolidated bills on-line, and pays utility and other facility-related expenses for multi-site customers. Information gathered from invoices, providers and other customer-specific data allows Avista Advantage to provide its customers with in-depth analytical support, real-time reporting and consulting services with regard to facility-related energy, waste, repair and maintenance, and telecom expenses.

Avista Advantage has secured five patents on its two critical business systems, the Facility IQ system, which provides operational information drawn from facility bills, and the AviTrack database, which processes and reports on information gathered from service providers to ensure customers are receiving the most effective services at the proper price. Avista Advantage is not aware of any claimed or threatened infringement on any of its patents issued to date and will continue to expand and protect its existing patents, as well as file additional patent applications for new products, services and process enhancements.

As of December 31, 2001, Avista Advantage serviced 203 customers, having 79,749 billed sites throughout North America. This is an increase from 135 customers and 46,127 billed sites as of December 31, 2000. As of December 31, 1999, Avista Advantage serviced 75 customers and 21,186 billed sites. During 2001, Avista Advantage processed $4.3 billion of bills, an increase from $1.1 billion in 2000 and $0.2 billion in 1999.

Two venture capital firms invested a total of $3.4 million in Avista Advantage during the fourth quarter of 2000.

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Avista Labs

Avista Labs developed a unique modular PEM fuel cell that delivers reliable, affordable and clean distributed power solutions. The modular design allows fuel cell cartridges to be easily removed and replaced without interrupting power. The company believes this exclusive “hot swap” feature makes Avista Labs’ technology more scalable, configurable, reliable and durable than other fuel cell technologies. In addition to its PEM fuel cell, Avista Labs seeks to commercialize selected components to complement its fuel cell in order to deliver system solutions to industrial, commercial and residential markets.

Avista Labs was granted three patents, with more than 260 issued claims recognizing and protecting the unique attributes of its fuel cell system. Avista Labs received notice of allowance of two additional patents, including a patent with 301 claims protecting its modular approach to the design of fuel cell systems. Avista Labs has 21 more patent applications pending or in process directed to its unique approach in fuel cells, power conversion and other components.

Key alliances in bringing Avista Labs’ product to market include a joint marketing agreement with Black & Veatch, a leading engineering, procurement and construction company, and an agreement with Logan Industries, Inc., which has been assembling Avista Labs fuel cell units for field testing and sales since early in 1999. In June 2001, Avista Labs entered into an agreement with Maxwell Technologies to provide PowerCache ultracapacitors to optimize performance and reduce the cost of its unique, modular fuel cells systems and components. Avista Labs and Maxwell Technologies entered a multi-year agreement and are exploring areas of mutual interest for a broader strategic relationship.

In January 2001, Avista Labs formed a new company, H2fuel, LLC, to develop and commercialize technology for manufacturing hydrogen for fuel cells and other hydrogen applications. Avista Labs owns a 70 percent interest in H2fuel. The remaining interest is owned by Unitel Fuels Technologies, LLC. Avista Labs transferred its ongoing fuel processor development work to H2fuel. H2fuel has two patent applications pending directed to the use of certain catalysts for autothermal reforming.

During 2001, Avista Labs also introduced a hydrogen sensor product for fuel cell developers and other hydrogen users. This hydrogen sensor can be a component of any fuel cell system and is currently commercially available. It is the first hydrogen sensor to receive Underwriters Laboratories, Inc., recognition under UL standard 2075.

During 2001, Avista Labs achieved a key milestone by initiating commercial sales of its hydrogen-only fuel cell systems for various applications, primarily back-up power for the commercial market. Avista Labs completed commercial transactions for the sale or lease of 50 units during 2001. As of December 31, 2001, 76 fuel cell units were installed in 21 locations in North and South America. As of December 31, 2000, 29 fuel cell units were installed.

Other Line of Business

The Other line of business includes several minor subsidiaries, including Avista Ventures, Pentzer Corporation (Pentzer), Avista Development and Avista Services. The operations of Avista Capital that are not included through its subsidiaries are included in this line of business. Prior to 1999, Pentzer was the parent company to the majority of Avista Corp.’s other subsidiary business, controlling interests in a broad range of middle market companies. Beginning in 2000, the focus of this line of business was changed to invest in business opportunities that have potential value to the Company’s energy-related businesses. Currently, activities in this line of business are not significant and the Company intends to limit its future investment in this line of business.

Discontinued Operations — Avista Communications

Avista Communications provided local dial tone, data transport, internet services, voice messaging and other telecommunications services to several communities in the western United States. In September 2001, the Company made a decision to discontinue the operations of Avista Communications, previously included in the Information and Technology line of business. As such, Avista Communications is reported as a discontinued operation. The divestiture of Avista Communications is expected to be completed during the first half of 2002.

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Item 2. Properties

Avista Utilities

Avista Utilities’ electric properties, located in the States of Washington, Idaho, Montana and Oregon, include the following:

Generation Properties (1)

                               
                  Nameplate   Present
          No. of   Rating   Capability
          Units   (MW) (2)   (MW) (3)
         
 
 
Hydroelectric Generating Stations (River)
                       
 
Washington:
                       
   
Long Lake (Spokane)
    4       70.0       88.0  
   
Little Falls (Spokane)
    4       32.0       36.0  
   
Nine Mile (Spokane)
    4       26.4       24.5  
   
Upper Falls (Spokane)
    1       10.0       10.2  
   
Monroe Street (Spokane)
    1       14.8       15.0  
 
Idaho:
                       
   
Cabinet Gorge (Clark Fork)
    4       245.1       246.0  
   
Post Falls (Spokane)
    6       14.8       18.0  
 
Montana:
                       
   
Noxon Rapids (Clark Fork)
    5       466.2       527.0  
 
           
     
 
     
Total Hydroelectric
            879.3       964.7  
Thermal Generating Stations
 
 
Washington:
                       
   
Kettle Falls
    1       50.7       50.0  
   
Northeast (Spokane) CT
    2       61.8       66.8  
 
Idaho:
                       
   
Rathdrum CT (1)
    2       166.5       176.0  
 
Montana:
                       
   
Colstrip (Units 3 and 4) (4)
    2       233.4       222.0  
 
           
     
 
     
Total Thermal
            512.4       514.8  
 
Total Generation Properties
            1,391.7       1,479.5  
 
           
     
 

(1)   All generation properties are owned by the Company with the exception of the Rathdrum CT, which is leased.
(2)   Nameplate Rating, also referred to as “installed capacity”, is the manufacturer’s assigned power rating under specified conditions.
(3)   Capability is the maximum generation of the plant without exceeding approved limits of temperature, stress and environmental conditions.
(4)   Jointly owned; data above refers to Avista Utilities’ 15 percent interest.

Electric Distribution and Transmission Plant

Avista Utilities operates approximately 12,200 miles of primary and secondary electric distribution lines and an electric transmission system of approximately 595 miles of 230 kV line and 1,520 miles of 115 kV line. Avista Utilities also owns a 10 percent interest in 495 miles of a 500 kV line between Colstrip, Montana and Townsend, Montana.

The 230 kV lines are used to transmit power from Avista Utilities’ Noxon Rapids and Cabinet Gorge hydroelectric generating stations to major load centers in its service area, as well as to transfer power between points of interconnection with adjoining electric transmission systems. These lines interconnect with BPA at five locations and at one location each with PacifiCorp, Montana Power and Idaho Power Company. The BPA interconnections serve as points of delivery for power from the Colstrip generating station, as well as for the interchange of power with entities outside the Pacific Northwest. The interconnection with PacifiCorp is used to integrate Mid-Columbia

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hydroelectric generating facilities to Avista Utilities’ loads, as well as for the interchange of power with entities within the Pacific Northwest.

The 115 kV lines provide for transmission of energy and the integration of the Spokane River hydroelectric and Kettle Falls wood-waste generating stations with service-area load centers. These lines interconnect with BPA at nine locations, Grant County PUD, Seattle City Light and Tacoma City Light at two locations each and one interconnection each with Chelan County PUD, PacifiCorp and Montana Power.

Natural Gas Plant

Avista Utilities has natural gas distribution mains of approximately 2,542 miles in Washington, 1,436 miles in Idaho and 1,895 miles in Oregon and California combined, as of December 31, 2001.

Avista Utilities, Northwest Pipeline and Puget Sound Energy each own a one-third undivided interest in the Jackson Prairie Storage Project, which has a total peak day deliverability of 8.8 million therms, with a total working natural gas inventory of 190.3 million therms.

Item 3. Legal Proceedings

See “Note 24 of Notes to Consolidated Financial Statements” for additional information.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Outstanding shares of Common Stock are listed on the New York and Pacific Stock Exchanges. As of February 28, 2002, there were approximately 18,120 registered shareholders of the Company’s no par value Common Stock.

The Board of Directors considers the level of dividends on the Company’s common stock on a continuing basis, taking into account numerous factors including, without limitation, the Company’s results of operations and financial condition, as well as general economic and competitive conditions. The Company’s net income available for dividends is derived primarily from Avista Utilities’ operations.

For additional information, refer to “Notes 1, 20 and 23 of Notes to Consolidated Financial Statements.” For high and low stock price information, refer to “Note 26 of Notes to Consolidated Financial Statements.”

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Item 6. Selected Financial Data

                                           
      Years Ended December 31,
     
      2001   2000   1999   1998   1997
     
 
 
 
 
      (In thousands, except per share data and ratios)
Operating Revenues:
                                       
 
Avista Utilities
  $ 1,230,847     $ 1,512,101     $ 1,115,647     $ 1,049,212     $ 891,665  
 
Energy Trading and Marketing
    5,000,955       6,531,551       6,695,671       2,408,734       247,028  
 
Information and Technology
    13,815       5,732       2,266       1,318       792  
 
Other
    16,385       32,937       122,303       231,483       163,598  
 
Intersegment eliminations
    (252,155 )     (176,744 )     (33,488 )     (7,440 )     (1,149 )
 
   
     
     
     
     
 
 
Total
  $ 6,009,847     $ 7,905,577     $ 7,902,399     $ 3,683,307     $ 1,301,934  
Income (Loss) from Operations (pre-tax):
                                       
 
Avista Utilities
  $ 114,927     $ 3,177     $ 142,567     $ 143,153     $ 178,289  
 
Energy Trading and Marketing
    94,669       250,196       (97,785 )     22,826       6,577  
 
Information and Technology
    (29,872 )     (26,424 )     (8,966 )     (4,979 )     (5,391 )
 
Other
    (10,432 )     (9,861 )     (423 )     12,033       9,962  
 
   
     
     
     
     
 
 
Total
  $ 169,292     $ 217,088     $ 35,393     $ 173,033     $ 189,437  
Income (Loss) from Continuing Operations:
                                       
 
Avista Utilities
  $ 24,164     $ (38,781 )   $ 59,573     $ 56,297     $ 100,777  
 
Energy Trading and Marketing
    70,087       161,753       (60,739 )     14,116       5,346  
 
Information and Technology
    (19,384 )     (19,032 )     (5,989 )     (3,221 )     (3,455 )
 
Other
    (15,262 )     (2,885 )     35,817       11,124       12,099  
 
   
     
     
     
     
 
 
Total
  $ 59,605     $ 101,055     $ 28,662     $ 78,316     $ 114,767  
Income (Loss) from Discontinued Operations
  $ (47,449 )   $ (9,376 )   $ (2,631 )   $ (177 )   $ 30  
Net Income
  $ 12,156     $ 91,679     $ 26,031     $ 78,139     $ 114,797  
Preferred Stock Dividend Requirements
  $ 2,432     $ 23,735     $ 21,392     $ 8,399     $ 5,392  
Income Available for Common Stock
  $ 9,724     $ 67,944     $ 4,639     $ 69,740     $ 109,405  
Average Common Shares Outstanding, Basic
    47,417       45,690       38,213       54,604       55,960  
Average Common Shares Outstanding, Diluted
    47,435       46,103       38,325       54,658       55,960  
Common Shares Outstanding at Year-End
    47,633       47,209       35,648       40,454       55,960  
Earnings per Common Share:
                                       
 
Avista Utilities
  $ 0.46     $ (1.37 )   $ 1.00     $ 0.88     $ 1.70  
 
Energy Trading and Marketing
    1.47       3.51       (1.59 )     0.26       0.10  
 
Information and Technology
    (0.41 )     (0.41 )     (0.16 )     (0.06 )     (0.06 )
 
Other
    (0.32 )     (0.06 )     0.94       0.20       0.22  
 
   
     
     
     
     
 
 
Total Earnings per Common Share from Continuing Operations, Diluted
  $ 1.20     $ 1.67     $ 0.19     $ 1.28     $ 1.96  
 
Loss per Common Share from Discontinued Operations, Diluted
  $ (1.00 )   $ (0.20 )   $ (0.07 )   $     $  
 
Total Earnings per Common Share, Diluted
  $ 0.20     $ 1.47     $ 0.12     $ 1.28     $ 1.96  
 
Total Earnings per Common Share, Basic
  $ 0.21     $ 1.49     $ 0.12     $ 1.28     $ 1.96  
 
Dividends Paid per Common Share
  $ 0.48     $ 0.48     $ 0.48     $ 1.05     $ 1.24  
 
Book Value per Common Share at Year-End
  $ 15.12     $ 15.34     $ 11.04     $ 12.07     $ 13.38  
Total Assets at Year-End:
                                       
 
Avista Utilities
  $ 2,396,317     $ 2,143,791     $ 1,976,716     $ 2,004,935     $ 1,926,739  
 
Energy Trading and Marketing
    1,506,185       10,271,834       1,595,470       955,615       212,868  
 
Information and Technology
    26,891       14,429       6,312       2,492       2,221  
 
Other
    86,514       96,362       114,929       285,625       268,703  
 
Discontinued Operations
    21,316       50,665       20,067       4,969       1,254  
 
   
     
     
     
     
 
 
Total
  $ 4,037,223     $ 12,577,081     $ 3,713,494     $ 3,253,636     $ 2,411,785  
Long-Term Debt at Year-End
  $ 1,175,715     $ 679,806     $ 714,904     $ 730,022     $ 762,185  
Company-Obligated Mandatorily Redeemable Preferred Trust Securities
  $ 100,000     $ 100,000     $ 110,000     $ 110,000     $ 110,000  
Preferred Stock Subject to Mandatory Redemption
  $ 35,000     $ 35,000     $ 35,000     $ 35,000     $ 45,000  
Convertible Preferred Stock
  $     $     $ 263,309     $ 269,227     $  
Common Equity
  $ 720,063     $ 724,224     $ 393,499     $ 488,034     $ 748,812  
Ratio of Earnings to Fixed Charges
    1.84       3.45       1.66       2.66       3.49  
Ratio of Earnings to Fixed Charges and Preferred Dividend Requirements
    1.78       2.19       1.11       2.26       3.12  

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is provided for the consolidated financial condition and results of operations of Avista Corporation (Avista Corp. or the Company) which includes its subsidiaries. This discussion focuses on significant factors concerning the Company’s financial condition and results of operations and should be read along with the consolidated financial statements.

Avista Corp. Lines of Business

Avista Corp. is an energy company involved in the generation, transmission and distribution of energy as well as other energy-related businesses. The Company is currently organized into four lines of business — Avista Utilities, Energy Trading and Marketing, Information and Technology, and Other. Avista Utilities, an operating division of Avista Corp. and not a separate entity, represents the regulated utility operations. Avista Capital, a wholly owned subsidiary of Avista Corp., is the parent company of all of the subsidiary companies engaged in the other non-regulated lines of business. As of December 31, 2001, the Company had common equity investments of $368.7 million and $351.4 million in Avista Utilities and Avista Capital, respectively.

Avista Utilities generates, transmits and distributes electricity and distributes natural gas. Avista Utilities owns and operates eight hydroelectric projects, a wood-waste fueled generating station and a two-unit natural gas-fired combustion turbine (CT) generating facility. It also owns a 15 percent share in a two-unit coal-fired generating facility and leases and operates a two-unit natural gas-fired CT generating facility. These facilities have a total net capability of approximately 1,480 megawatts, of which 65 percent is hydroelectric and 35 percent is thermal.

In addition to company owned resources, Avista Utilities has a number of long-term power purchase and exchange contracts that increase its available resources. Avista Utilities sells and purchases electric capacity and energy to and from utilities and other entities in the wholesale market under long-term contracts having terms of more than one year. In addition, Avista Utilities engages in an ongoing process of resource optimization which involves short-term purchases and sales in the wholesale market in pursuit of an economic selection of resources to serve retail and wholesale loads. Avista Utilities makes continuing projections of (1) future retail and wholesale loads based on, among other things, forward estimates of factors such as customer usage and weather as well as historical data and contract terms and (2) resource availability based on, among other things, estimates of streamflows, generating unit availability, historic and forward market information and experience. On the basis of these continuing projections, Avista Utilities makes purchases and sales of energy on a quarterly, monthly, daily and hourly basis to match actual resources to actual energy requirements and to sell any surplus at the best available price. This process includes hedging transactions.

During a year having normal water conditions, Avista Utilities would expect to have generation from its hydroelectric resources (both owned and purchased under long-term hydroelectric contracts) of approximately 550 average megawatts (aMW). In a “critical water” year (defined by the Northwest Power Pool as the worst water conditions on record), Avista Utilities would expect hydroelectric production of 400 aMW, 150 aMW below normal. Average hydroelectric production for the year 2001 was 369 aMW (67 percent of normal), which is 181 aMW below normal and the lowest level in the 73 years in which records have been kept. Preliminary forecasts indicate streamflow conditions are expected to be 87 percent of normal in 2002 based on current snow pack conditions. Avista Utilities currently estimates that hydroelectric generation will be 534 aMW (97 percent of normal) in 2002.

Developments in wholesale energy markets, compounded by the record low availability of hydroelectric resources in 2001, have had an adverse effect on Avista Corp.’s financial condition, results of operations, cash flows and liquidity. See “Avista Utilities — Regulatory Matters”, “Results of Operations” and “Liquidity and Capital Resources.”

The Energy Trading and Marketing line of business is comprised of Avista Energy, Inc. (Avista Energy) and Avista Power, LLC (Avista Power). Avista Energy is an electricity and natural gas marketing and trading business, operating primarily in the Western Systems Coordinating Council (WSCC), which is comprised of the eleven Western states. Avista Power was originally formed to develop and own generation assets. During 2001, the Company decided that Avista Power would no longer pursue the development of additional non-regulated generation projects.

The Information and Technology line of business is comprised of Avista Advantage, Inc. (Avista Advantage) and Avista Laboratories, Inc. (Avista Labs). Avista Advantage is a provider of internet-based facility intelligence, cost management billing and information services to retail customers throughout North America. Its primary product

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lines include consolidated billing, resource accounting, energy analysis, load profiling and maintenance and repair billing services. Avista Labs developed a unique modular Proton Exchange Membrane (PEM) fuel cell that delivers reliable, affordable and clean distributed power solutions. In addition to its PEM fuel cell, Avista Labs seeks to commercialize selected components to complement its fuel cell in order to deliver system solutions to industrial, commercial and residential markets.

The Other line of business includes Avista Ventures, Inc. (Avista Ventures), Avista Capital (parent company only amounts), Pentzer Corporation (Pentzer) and several other minor subsidiaries. During 2000, the focus of this line of business was changed from investing in a broad range of middle market companies to investing in business opportunities that have potential value to the Company’s energy-related businesses. Currently, activities in this line of business are not significant and the Company intends to limit its future investment in this line of business.

Avista Communications, Inc. (Avista Communications) provided local dial tone, data transport, internet services, voice messaging and other telecommunications services to several communities in the western United States. In September 2001, Avista Corp. decided that it would dispose of substantially all of the assets of Avista Communications. As such, these operations are reported as a discontinued operation. Avista Corp. began its divestiture of this business during the fourth quarter of 2001, and the divestiture is expected to be completed during the first half of 2002.

Avista Utilities — Regulatory Matters

Beginning in the second quarter of 2000, the price of power in the wholesale markets of the western United States increased considerably and became much more volatile. While prices and volatility decreased during the second half of 2001, the effects of contracts entered during the period of high wholesale prices continue to have a significant impact on Avista Corp.’s financial condition and results of operations. In the second half of 2000 and continuing through 2001, Avista Utilities was required to purchase above-normal amounts of power in the wholesale market to meet its retail demand. This was primarily due to the reduced availability of hydroelectric resources as a result of low streamflow conditions. The combination of high wholesale market prices and increased amounts required to be purchased increased power supply costs to amounts far in excess of the amounts recovered from retail customers under current rates.

Under current orders and approvals from the Washington Utilities and Transportation Commission (WUTC) and the Idaho Public Utilities Commission (IPUC), Avista Utilities is permitted to defer the recognition in the income statement of 90 percent of power supply costs that are in excess of the level currently recovered from retail customers. Deferred power supply costs are recorded as a deferred charge on the balance sheet for future review and the opportunity for recovery through retail rates. The specific power costs deferred include the changes in power costs to Avista Utilities from the costs included in base retail rates, related to changes in short-term wholesale market prices, changes in the level of hydroelectric generation and changes in the level of thermal generation (including changes in fuel prices). The power costs deferred relate solely to the operation of Avista Utilities’ system resources to serve its retail and wholesale load obligations.

In December 2001, the Company filed a general rate case with the WUTC to address, among other things, the recovery of cash outlays for increased power supply costs and expenses related to building additional generation. The WUTC may take up to 11 months to review the general rate case filing. Avista Corp. requested an interim rate increase of 10 percent (or $29.3 million in annual revenues) above current rates (including the 25 percent temporary surcharge approved by the WUTC in September 2001). At the conclusion of the general rate case, Avista Corp. requested that a number of adjustments be made that would result in no net change to rates above the interim rate increase. The interim rate increase would end, base electric rates would increase by 22.5 percent (or $53.2 million in annual revenues) and the electric surcharge would be reduced from 25 percent to 14.9 percent. These rate increases are necessary in order to continue the recovery of deferred power costs. The proposed rate increases also reflect, among other things, the recovery of costs associated with the addition of the Company’s 50 percent ownership in the Coyote Springs 2 power plant and the addition of several small generation projects built to serve retail customer needs. The general rate case proposed by Avista Corp. requests a 12.75 percent rate of return on common equity and a 10.39 percent overall rate of return.

In the December 2001 general rate case filing, Avista Corp. requested the implementation of a temporary accounting mechanism for the deferral of power costs incurred in excess of the amount recovered through rates effective January 1, 2002 until the conclusion of the general rate case. The WUTC approved this request in December 2001. In the general rate case, Avista Corp. requested the establishment of a permanent power cost adjustment (PCA) mechanism to increase or decrease future electric rates based on actual power supply costs, similar to the existing Idaho PCA

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mechanism. This provides for the deferral of 90 percent of the difference between actual net power supply costs and the amount of power supply costs authorized in current rates.

In March 2002, the WUTC issued an order approving a settlement agreement reached among Avista Corp., the staff of the WUTC and other parties. This order approves the prudence and recoverability of 90 percent (or $196 million) of deferred power supply costs incurred by the Company during the period from July 1, 2000 through December 31, 2001. This resulted in the Company recording as an expense an additional $21.8 million in power supply costs for the year ended December 31, 2001.

Additionally, the WUTC order provides that the collection of the 25 percent temporary electric surcharge, approved by the WUTC in September 2001, will no longer be subject to refund. The order also modified the temporary electric surcharge such that one-fifth (or approximately $12 million in annual revenues) of the existing 25 percent surcharge will be applied to offset the Company’s general operating costs and the remainder (approximately $47 million in annual revenues) will continue to be applied as a recovery of deferred power costs. The WUTC also ordered a 6.2 percent (or $14.7 million in annual revenues) increase in base electric rates for Washington customers. Both the 6.2 percent increase in base electric rates and one-fifth of the temporary surcharge will increase net income.

As of December 31, 2001, total deferred power costs were $213.3 million, including $140.2 million in Washington and $73.1 million in Idaho. Based on current projections, total deferred power costs balances are expected to be approximately $150 million at the end of 2002 and fully recovered by 2007. The following table shows activity in deferred power costs for Washington and Idaho during 2001 (dollars in thousands):

                           
      Washington   Idaho   Total
     
 
 
Deferred power costs as of December 31, 2000
  $ 34,580     $ 2,693     $ 37,273  
Activity from January 1 - September 30, 2001:
                       
 
Power costs deferred
    155,241       67,086       222,327  
 
Interest and other net additions
    9,838       3,606       13,444  
 
Recovery of deferred power costs
          (1,866 )     (1,866 )
 
   
     
     
 
Deferred power costs as of September 30, 2001
    199,659       71,519       271,178  
Activity from October 1 - December 31, 2001:
                       
 
Power costs deferred
    11,955       6,591       18,546  
 
Mark-to-market loss
    8,232       4,077       12,309  
 
Interest and other net additions
    6,189       2,037       8,226  
 
Amortization of deferred credit
    (53,794 )     (6,927 )     (60,721 )
 
Recovery of deferred power costs
    (10,223 )     (4,210 )     (14,433 )
 
Write-off deferred power costs
    (21,780 )           (21,780 )
 
   
     
     
 
Deferred power costs as of December 31, 2001
  $ 140,238     $ 73,087     $ 213,325  
 
   
     
     
 

The following discussion details significant developments during the second half of 2000 and the year 2001 leading to the March 2002 WUTC orders and the December 2001 general electric rate case filing.

In August 2000, the WUTC approved Avista Utilities’ request for deferred accounting treatment for certain power costs related to, among other things, increases in short-term wholesale electric prices beginning July 1, 2000 through June 30, 2001. In January 2001, the WUTC approved a modification to the deferral mechanism to recover power supply costs associated with meeting increased retail and wholesale system load requirements, effective December 1, 2000. The approval of the modification was conditioned on Avista Utilities filing by March 2001 a proposal addressing the prudence of the incurred power costs, the optimization of Company-owned resources to the benefit of retail customers and the appropriateness of recovery of power costs through a deferral mechanism. This proposal was also to address cost of capital offsets to recognize the shift in risk from shareholders to ratepayers and Avista Utilities’ plan to mitigate the deferred power costs.

In May 2001, the WUTC approved a settlement agreement reached among Avista Corp., the staff of the WUTC and other parties with respect to deferred power costs. The agreement, among other things, provided for the extension of Avista Corp.’s deferral accounting mechanism through February 2003. Due to the planned addition of generating resources as well as the expiration of certain long-term power sale agreements, Avista Utilities, at the time of the settlement agreement, expected to be in a power surplus position by the middle of 2002. The agreement was based, in part, on the expectation that Avista Utilities’ profits from surplus power sales would offset the deferred power cost balance, reducing the balance to zero by the end of February 2003 without any rate increase to retail customers. These expectations were based on assumptions as to a number of variables including, but not limited to, streamflow conditions, thermal plant performance, level of retail loads, wholesale market prices and the amount of additional generating resources. Avista Utilities reserved the right to alter, amend, or terminate the settlement agreement as

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well as the right to seek interim rate relief. As discussed below, subsequent events and conditions changed Avista Utilities’ original expectations and plans.

In response to the dramatically reduced generation from hydroelectric facilities commencing in the second quarter of 2001, Avista Utilities was required to make additional fixed price purchases of energy to meet its retail and wholesale electric requirements for 2001 on the higher cost short-term wholesale market.

In June 2001, the Federal Energy Regulatory Commission (FERC) issued an order adopting a price mitigation plan applicable to certain wholesale power sales in California and throughout the western United States during the period June 20, 2001 through September 30, 2002. The order applies to pre-schedule (day-ahead) and real-time (hour-ahead) transactions in the western United States. Wholesale market prices in the western United States decreased considerably after the price caps were imposed and prices remained well below the price cap levels through the end of 2001. The decrease in wholesale market prices affected Avista Utilities’ plan for recovery of deferred power costs through future surplus power sales.

During June and the first part of July 2001, Avista Utilities evaluated the effect of the recent decline in wholesale market prices and the FERC price mitigation plan on its ability to recover deferred power cost balances under the settlement agreement approved by the WUTC in May 2001 and the continuing PCA mechanism for Idaho customers approved by the IPUC. The decline in forward wholesale prices and the FERC price mitigation plan reduced the expected value from future surplus sales of energy. In addition, low hydroelectric availability combined with the high cost of energy and capacity under forward contracts entered to meet customer demand for 2001 increased current and estimated future deferred power costs to levels significantly higher than originally anticipated. As such, Avista Utilities determined that the plan for recovery of deferred power cost balances, as contemplated in the May 23, 2001 settlement agreement with the WUTC and the existing PCA with the IPUC, was not feasible.

Accordingly, in July 2001 Avista Utilities filed requests with the WUTC and IPUC for the approval of an electric energy surcharge of 36.9 percent in Washington and a PCA surcharge of 14.7 percent in Idaho for a 27-month period beginning in September 2001.

In September 2001, the WUTC ordered a 25 percent temporary electric rate surcharge for the 15-month period from October 1, 2001 to December 31, 2002 applied uniformly to energy charges across all Washington electric customer classes. The March 2002 WUTC order amended the surcharge such that one-fifth will be applied to offset the Company’s general operating costs and the remainder will continue to be applied as a recovery of deferred power costs. It was originally estimated the order would allow Avista Utilities to reduce the deferred power cost balance by $125 million. This included the receipt of $71 million in additional revenue from the surcharge ($10.2 million was received during 2001) and the accelerated amortization of $54 million of a deferred non-cash credit on the Company’s balance sheet in October 2001. The deferred non-cash credit related to funds received in December 1998 for the monetization of a contract in which the Company assigned and transferred certain rights under a long-term power sales contract with Portland General Electric (PGE) to a funding trust. The deferred non-cash credit balance was originally to be amortized into revenues over the 16-year period of the long-term sales contract. There is no direct impact on net income from either the surcharge or accelerated amortization of the deferred non-cash credit; however, the surcharge revenue increases cash flows.

As part of the surcharge order, the WUTC ordered Avista Utilities to file a general rate case by December 2001 as discussed above. The order by the WUTC also provided for the termination of the accounting mechanism for the deferral of power costs effective December 31, 2001. The WUTC subsequently approved the continuation of the accounting mechanism for deferred power costs for the period from January 1, 2002 through the conclusion of the general rate case. As requested by Avista Utilities, the deferred power cost accounting mechanism was modified to reflect the deferral of 90 percent of the difference between actual power supply costs and the amount of power supply costs allowed to be recovered in current retail rates.

In October 2001, the IPUC issued an order approving a 14.7 percent PCA surcharge for Idaho electric customers and granted an extension of a 4.7 percent PCA surcharge implemented earlier in 2001 that was to expire January 2002. Both PCA surcharges will remain in effect until October 2002. The IPUC directed Avista Utilities to file a status report 60 days before the PCA surcharge expires. If review of the status report and the actual balance of deferred power costs support continuation of the PCA surcharge, the IPUC has indicated that it anticipates the PCA surcharge will be extended for an additional period. It is currently estimated the IPUC order will allow Avista Utilities to reduce the deferred power cost balance by approximately $58.2 million. This includes the receipt of $23.6 million in additional revenue from the PCA surcharges ($4.2 million was received during the fourth quarter of 2001) and the accelerated amortization of $34.6 million of a deferred non-cash credit on the Company’s balance sheet for the

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monetization of the power sales contract with PGE ($6.9 million was amortized in 2001). There is no direct impact on net income from either the PCA surcharges or accelerated amortization of the deferred non-cash credit; however, the PCA surcharges increase cash flows.

In November 2001, Avista Utilities filed a request with the WUTC for an expedited procedural schedule to address the prudence and recoverability of deferred power costs incurred as of September 30, 2001. The Company made this request due to the fact that uncertainty involving the recovery of deferred power costs would present financing challenges for the Company during the first half of 2002. The Company’s $220 million committed line of credit as well as a $90 million accounts receivable financing facility expire in May 2002. The Company may also decide to issue equity securities during 2002. In March 2002, the WUTC approved the prudence and recoverability of 90 percent of deferred power costs incurred as of December 31, 2001 as discussed above.

Enron Exposure

On December 2, 2001, Enron Corporation (Enron) and certain of its affiliates filed for protection under chapter 11 of the United States Bankruptcy Code. The bankruptcy filing constituted an event of default under contracts between Avista Corp. and Avista Energy, respectively, and certain Enron affiliates, Enron Power Marketing, Inc. (EPMI), Enron North America Company (ENA) and Enron Canada Corp. (ECC), that are guaranteed by Enron. As a result, Avista Corp. and Avista Energy terminated all but one of these contracts and suspended trading activities with most Enron affiliates; short-term, balance of the month deals with EPMI are still being transacted through Avista Energy on a prepaid basis.

Both Avista Corp. and Avista Energy engage in physical and financial transactions for the purchase and sale of electric energy and capacity and natural gas. Both companies had done considerable business and had short-term and long-term contracts with Enron affiliates. Avista Corp. has one three-year purchase with remaining deliveries scheduled from 2004 to 2006 with EPMI. Avista Energy’s long-term contracts with Enron affiliates were terminated entirely.

As of December 31, 2001, Avista Corp. and Avista Energy had net accounts receivable of $3.1 million and $14.1 million, respectively, from Enron affiliates. The contracts of Avista Corp. and Avista Energy with each Enron affiliate provide that, upon termination, the net settlement of accounts receivable and accounts payable with such entity will be netted against the net mark-to-market value of the terminated forward contracts with such entity. It is estimated that, for each of Avista Corp. and Avista Energy, netting the mark-to-market liability against the defaulted net accounts receivable will result in no significant loss due to non-collection from the Enron affiliates. It is further estimated that the net mark-to-market liability to Enron affiliates in respect of terminated forward contracts of Avista Corp. and Avista Energy, taken together, exceeds total net accounts receivable from these entities by less than $30 million. Any claims by the Enron entities for amounts that Avista Corp. and Avista Energy might owe in respect of the terminated forward contracts would be subject to any defenses and counterclaims which Avista Corp. and Avista Energy may have. Any residual obligation by Avista Corp. or Avista Energy for termination payments is not expected to have a material impact on the Company’s financial condition or results of operations.

The estimates of the mark-to-market values of terminated forward contracts are based on available broker quotes, for the respective periods, and on assumptions as to future market prices and other information. While Avista Corp. and Avista Energy believe these assumptions are reasonable, they are subject to change and ultimately could be challenged by the Enron entities or their bankruptcy trustees. The mark-to-market value of terminated contracts has not been firmly established and could result in undercollection that is not expected to be material to the financial condition or results of operations of either Avista Corp. or Avista Energy.

National Energy Production Corporation (NEPCO), a wholly owned subsidiary of Enron, is the contractor responsible for the engineering, procurement and construction of the Coyote Springs 2 project. Avista Corp. owns 50 percent of the Coyote Springs 2 project, which is expected to commence commercial operation in the third quarter of 2002. NEPCO was not included in the bankruptcy filings made by Enron and its affiliates. However, Enron guaranteed NEPCO’s obligations, and the bankruptcy filing by Enron was an event of default under the Coyote Springs 2 construction contract. NEPCO and Coyote Springs 2, LLC, an entity formed for the purpose of constructing the Coyote Spring 2 plant, amended the construction contract to, among other things, authorize Coyote Springs 2, LLC to make immediate draws under a letter of credit posted to secure NEPCO’s performance and to permit Coyote Springs 2, LLC to pay third-party subcontractors of NEPCO directly. Coyote Springs 2, LLC is continuing to assess the ability of NEPCO to perform its obligations under the construction contract and may need to exercise additional remedies in the event the impact of the Enron bankruptcy prevents NEPCO from performing its obligations under the construction contract.

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Avista Corp. is party to a power exchange arrangement which expires in 2016. Under this power exchange arrangement, EPMI purchases capacity from Avista Corp. and sells capacity to Spokane Energy LLC (Spokane Energy), a subsidiary of Avista Corp., formed in 1998 solely for the purpose of monetizing the long-term capacity contract between PGE and Avista Corp. Spokane Energy sells the related capacity to PGE, a subsidiary of Enron that has not been included in the bankruptcy filing to date and is in the process of being sold to another company. This power exchange arrangement was originally established for the purpose of monetizing a $145 million long-term capacity contract between Avista Corp. and PGE. EPMI assisted in setting up the monetization structure and acts as an intermediary to abide by certain regulatory restrictions that currently prevent Spokane Energy and Avista Corp. from dealing directly with each other. The transaction is structured such that Spokane Energy bears full recourse risk for a monetization loan (balance of $131.1 million as of December 31, 2001) that matures in January 2015 with no recourse to Avista Corp. related to the loan. EPMI is obligated to pay approximately $150,000 per month to Avista Corp. for its capacity purchase and servicing functions related to this power exchange arrangement. EPMI defaulted on two payments to Avista Corp. prior to filing for bankruptcy. As a result, in December 2001, Avista Corp. and EPMI entered an agreement that allows Avista Corp. to continue receiving the monthly payments from EPMI while Avista Corp. evaluates alternatives with respect to EPMI’s involvement in the transaction going forward.

Western Power Market Issues

Avista Utilities and Avista Energy are directly and indirectly involved in the power markets in the western United States. Developments in these markets have impacted both Avista Utilities and Avista Energy. Federal and state officials, including the FERC and the California Public Utility Commission (CPUC), commenced reviews in 2000 to determine the causes of the changes in the wholesale energy markets to develop legal and regulatory remedies to address alleged market failures or abuses and large defaults by certain parties in the wholesale markets. The ultimate outcome of these reviews and the resulting impact on the Company cannot be predicted at this time.

In early 2001, California’s two largest utilities, Southern California Edison (SCE) and Pacific Gas & Electric Company (PG&E), defaulted on payment obligations owed to various energy sellers, including the California Power Exchange (CalPX), California Independent System Operator (CalISO), and Automated Power Exchange (APX). CalPX, CalISO and APX defaulted on their payment obligations to Avista Energy. PG&E and CalPX filed voluntary petitions under chapter 11 of the bankruptcy code for protection from creditors. SCE has not filed for bankruptcy protection. As of December 31, 2001, Avista Energy’s accounts receivable related to defaulting parties in California — net of reserves for uncollected amounts, cost of collection, and refunds — were approximately $6.5 million. Avista Energy is currently pursuing recovery for the defaulted obligations. Reserves for defaulted payments established in 2000 and 2001 accounted for the majority of the Company’s increase in the total allowance for doubtful accounts to $50.2 million as of December 31, 2001 from $14.4 million as of December 31, 2000 and $4.3 million as of December 31, 1999.

In April 2001, the FERC issued a price mitigation order that affected the CalISO spot market. In June 2001, the FERC expanded its price mitigation plan for the California spot market to 24 hours a day, seven days a week and broadened the price caps to the eleven state Western region. Since June 2001, spot market prices have remained below the FERC-imposed caps.

In July 2001, the FERC issued an order to commence a fact-finding hearing to determine amounts to be refunded for sales during the period from October 2, 2000 to June 20, 2001 in the California spot market. The order provides that any refunds owed could be offset against unpaid energy debts due to the same party. The FERC schedule for this proceeding has been postponed repeatedly and is not expected to be continued until August 2002 or later. Avista Energy is participating in this proceeding pursuant to the FERC order and cannot predict its outcome at this time. If retroactive price caps or refunds were imposed, Avista Energy could develop offsetting claims.

The July 2001 FERC order also directed an evidentiary proceeding to explore wholesale power market issues in the Pacific Northwest to determine whether there were excessive charges for spot market sales in the Pacific Northwest during the period from December 25, 2000 to June 20, 2001. Based on their application of selected retroactive pricing methods, certain parties asserted claims for significant refunds from Avista Energy and lesser refunds from Avista Utilities. Avista Energy and Avista Utilities joined with numerous other wholesale market participants to vigorously oppose proposals for retroactive price caps and refund claims. In September 2001, the FERC’s administrative law judge for this proceeding issued a recommendation that the FERC should not order refunds for the Pacific Northwest for the period in question and that the FERC should take no further action on these matters. The FERC has not yet issued a decision in the Pacific Northwest refund proceeding. If retroactive price caps or refunds were imposed, Avista Utilities and Avista Energy could develop offsetting claims.

Avista Corp. is participating with other utilities in the Pacific Northwest in the possible formation of a Regional Transmission Organization (RTO), RTO West, a non-profit organization. The potential formation of RTO West is in response to a FERC order requiring all utilities subject to FERC regulation to file a proposal to form a RTO, or a description of efforts to participate in a RTO, and any existing obstacles to RTO participation. Avista Corp. and three other Western utilities have also taken steps toward the formation of a for-profit Independent Transmission Company, TransConnect, which would be a member of RTO West, serve portions of six states and own or lease the high voltage transmission facilities of the participating utilities. TransConnect filed its proposal with FERC in November 2001. The final proposal must be approved by the FERC, the boards of directors of the filing companies and regulators in various states. The companies’ decision to move forward with the formation of TransConnect or RTO West will ultimately depend on the conditions related to the formation of the entities, as well as the economics and conditions imposed in the regulatory approval process. If TransConnect were formed, it could result in Avista Utilities divesting $174 million of electric transmission assets.

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Results of Operations

Overall Operations

2001 compared to 2000

Income from continuing operations was $59.6 million for 2001 compared to income from continuing operations of $101.1 million for 2000. The decrease is primarily due to reduced net income recorded by the Energy Trading and Marketing line of business, partially offset by an increase in net income from Avista Utilities. Also contributing to the decline in income from continuing operations was an increase in interest expense and $21.8 million of deferred power costs written off during 2001. The Energy Trading and Marketing line of business recorded net income of $70.1 million in 2001 compared to $161.8 million in 2000. Avista Energy’s operations continue to be positively affected by a well-positioned portfolio of energy-related assets in the Pacific Northwest and western energy markets. The primary reason for the decrease in net income was a reduction in the mark-to-market adjustment for the change in the fair value position of Avista Energy’s energy commodity portfolio. During the second half of 2001, volatility in wholesale energy markets in the western United States decreased, which reduced Avista Energy’s earnings potential. Net income recorded by Avista Utilities was $24.2 million in 2001, an increase from a net loss of $38.8 million in 2000. Avista Utilities’ net loss for 2000 was primarily due to unprecedented sustained peaks in electric energy prices compounded by a wholesale short position.

The Information and Technology line of business incurred a net loss of $19.4 million for 2001 compared to a net loss of $19.0 million for 2000 as Avista Advantage and Avista Labs continued to grow their operations.

The Other line of business incurred a net loss of $15.3 million for 2001 compared to a net loss of $2.9 million for 2000. The increase in the net loss from 2000 is primarily a result of increased interest expense on intercompany borrowings between Avista Capital and Avista Corp. that is eliminated in the consolidated financial statements.

The discontinued operations of Avista Communications incurred a net loss of $47.4 million for 2001 compared to a net loss of $9.4 million for 2000. The significant loss from Avista Communications is primarily due to pre-tax asset impairment charges of $58.4 million recorded during the third quarter of 2001.

Total revenues decreased $1,895.7 million in 2001 compared to 2000. Avista Utilities’ revenues decreased $281.3 million, or 19 percent, primarily due to decreased wholesale electric sales partially offset by increased retail revenues from both electric and natural gas sales. The increase in retail revenues is primarily a result of higher rates approved by state regulatory agencies to recover deferred power and natural gas costs. Revenues from the Energy Trading and Marketing line of business decreased $1,530.6 million, or 23 percent, primarily due to decreased sales volumes of electricity and natural gas from the continued downsizing of the business. Revenues from the Information and Technology companies increased 141 percent to $13.8 million primarily as a result of customer growth at Avista Advantage. Revenues from the Other line of business decreased $16.6 million, or 50 percent, reflecting decreased activity in this line of business. Intersegment eliminations represent the transactions between Avista Utilities and Avista Energy for commodities and services. Intersegment eliminations increased $75.4 million from 2000 to 2001. The significant increase was primarily due to an increase in prices for natural gas to serve Avista Utilities’ retail customers and to fuel natural gas-fired turbines to generate electricity.

Resource costs decreased $1,829.0 million in 2001 compared to 2000. Avista Utilities’ resource costs decreased $396.5 million, or 32 percent, primarily due to reduced wholesale power purchases. Energy Trading and Marketing resource costs decreased $1,357.1 million, or 22 percent, primarily due to decreased energy trading volumes.

Administrative and general expenses decreased $15.7 million primarily due to reduced expenses for Avista Utilities and Energy Trading and Marketing. This was primarily a result of company-wide initiatives to reduce expenses. This was also due to decreased incentive compensation expense based on lower earnings by both Avista Energy and the Company.

Interest expense increased $38.2 million in 2001 compared to 2000, primarily due to higher levels of outstanding debt during the year. Long-term debt and short-term borrowings outstanding as of December 31, 2001 increased $320.2 million from December 31, 2000.

Capitalized interest increased $7.1 million from 2000 to 2001 primarily due to increased interest capitalized for the Coyote Springs 2 power plant project.

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Income taxes decreased $42.6 million in 2001 compared to 2000, primarily due to decreased earnings before income taxes. The effective tax rate was 36.6 percent for 2001 compared to 43.2 percent for 2000. The higher effective tax rate in 2000 was primarily due to higher state income taxes.

Preferred stock divided requirements decreased from 2000 due to the conversion of all outstanding shares of Series L Preferred Stock into shares of common stock, which resulted in a one-time charge of $21.3 million for preferred stock dividend requirements in 2000.

Diluted earnings per share from continuing operations were $1.20 for 2001 compared to earnings from continuing operations of $1.67 per diluted share for 2000. Avista Utilities contributed $0.46 per share for 2001 compared to a net loss of $1.37 per share for 2000. The Energy Trading and Marketing operations contributed $1.47 per diluted share for 2001 compared to a contribution of $3.51 per diluted share for 2000. The Information and Technology operations recorded a net loss of $0.41 per diluted share for 2001, consistent with a net loss of $0.41 per diluted share for 2000. The Other line of business recorded a net loss of $0.32 per diluted share for 2001 compared to a net loss of $0.06 per diluted share for 2000. The discontinued operations of Avista Communications recorded a net loss of $1.00 per diluted share for 2001 compared to a net loss of $0.20 per diluted share for 2000.

2000 compared to 1999

Income from continuing operations was $101.1 million for 2000, an increase compared to income from continuing operations of $28.7 million for 1999. The primary reason for the increase in income from continuing operations was earnings of $161.8 million recorded by the Energy Trading and Marketing line of business, compared to a loss of $60.7 million in 1999 recorded by this business segment. Avista Energy benefited in 2000 from a well-positioned portfolio of energy-related assets and significant increases in the volatility of Pacific Northwest and western United States energy markets during 2000. The loss from Avista Energy in 1999 related to expenses associated with the downsizing and restructuring of the business, as well as operational losses. The positive earnings from Avista Energy in 2000 were partially offset by net losses from the other lines of business. Avista Utilities’ operations recorded a net loss of $38.8 million for 2000 compared to net income of $59.6 million for 1999, primarily the result of significantly higher purchased power costs compounded by short positions related to wholesale trading activity at the utility during the second quarter of 2000. (See paragraphs below for additional information about the higher energy prices and short positions).

The Information and Technology line of business incurred a net loss of $19.0 million for 2000 compared to a net loss of $6.0 million for 1999 as Avista Advantage and Avista Labs substantially increased their operations and the corresponding effect on operating expenses.

The Other line of business incurred a net loss of $2.9 million for 2000 compared to net income of $35.8 million for 1999. The 1999 earnings included transactional gains recorded by Pentzer that totaled $35.9 million from the sale of two groups of portfolio companies.

The discontinued operations of Avista Communications resulted in a net loss of $9.4 million for 2000 compared to a net loss of $2.6 million for 1999 reflecting the expansion of operations.

Total revenues increased $3.2 million in 2000 compared to 1999; however, there were large changes within the individual lines of business. Avista Utilities’ revenues increased $396.5 million, or 36 percent, primarily due to increased wholesale electric sales. Revenues for Energy Trading and Marketing decreased $164.1 million, or 2 percent due to decreased sales volumes of electricity and natural gas from the restructuring and downsizing of the business, offset by higher energy commodity prices. Revenues from the Information and Technology companies increased 153 percent to $5.7 million as Avista Advantage continued to increase its customer base. Revenues from the Other line of business decreased $89.4 million or 73 percent due to the sale of the Creative Solutions Group and Store Fixtures Group of portfolio companies by Pentzer during 1999. Intersegment eliminations increased $143.3 million from 1999 to 2000. The significant increase from 1999 to 2000 was primarily due to an entire year of activity under the agency agreement whereby Avista Energy serves as agent for Avista Utilities, managing its natural gas pipeline transportation contract rights and storage assets, as well as purchasing natural gas for Avista Utilities’ retail customers.

Resource costs decreased $97.8 million from 1999 to 2000. Avista Utilities’ resource costs increased 75 percent, primarily due to increased wholesale power purchases to meet wholesale sales requirements. Energy Trading and Marketing’s resource costs decreased 7 percent, due to reduced energy trading volumes partially offset by higher energy commodity prices.

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Operation and maintenance expenses decreased $58.1 million from 1999 to 2000 primarily due to the Other line of business as a result of the sales of portfolio companies by Pentzer during 1999.

Administrative and general expenses increased $10.9 million from 1999 to 2000. This was due to both the expansion of operations in the Information and Technology line of business and increased incentive compensation at Avista Energy. These increases are partially offset by decreased administrative and general expenses for the Other line of business as a result of the sales of portfolio companies by Pentzer during 1999.

Interest expense increased $3.5 million in 2000 compared to 1999, primarily due to higher levels of outstanding debt during the year. Long-term debt and short-term borrowings outstanding as of December 31, 2000 were $217.1 million higher than as of December 31, 1999.

Other income-net decreased $48.1 million from 1999 to 2000 primarily due to a decrease in the net gain on subsidiary transactions. The net gain of $57.5 million in 1999 primarily related to the sale of two groups of portfolio companies by Pentzer.

Income taxes increased $60.1 million in 2000 compared to 1999, primarily due to increased earnings before income taxes. The effective tax rate was 43.2 percent for 2000 compared to 37.1 percent for 1999.

Preferred stock dividend requirements increased $2.3 million in 2000 compared to 1999 due to the conversion costs and dividends paid associated with converting the Convertible Preferred Stock, Series L, into common stock in February 2000.

Diluted earnings per share from continuing operations were $1.67 for 2000 compared to $0.19 for 1999. Energy Trading and Marketing’s earnings per diluted share increased to $3.51 in 2000 compared to a loss of $1.59 per diluted share in 1999, due primarily to the volatile energy market discussed above. Avista Utilities’ recorded a loss of $1.37 per diluted share in 2000 compared to earnings of $1.00 per diluted share in 1999. Information and Technology’s net loss increased to $0.41 per diluted share in 2000 compared to a loss of $0.16 per diluted share in 1999, as Avista Advantage and Avista Labs continued to grow their operations. Income from the Other line of business decreased to a loss of $0.06 per diluted share in 2000 compared to earnings of $0.94 per diluted share in 1999. The 1999 earnings included transactional gains recorded by Pentzer from the sale of two groups of portfolio companies. The discontinued operations of Avista Communication’s net loss was $0.20 per diluted share in 2000 compared to a loss of $0.07 per diluted share in 1999.

Avista Utilities

2001 compared to 2000

Avista Utilities recorded net income of $24.2 million in 2001 compared to a net loss of $38.8 million in 2000. Avista Utilities’ pre-tax income from operations was $114.9 million for 2001 compared to $3.2 million for 2000. This increase was primarily due to an increase in gross margin. Avista Utilities’ operating revenues decreased $281 million and resource costs decreased $396 million resulting in an increase of $115 million in gross margin for 2001 as compared to 2000.

Based on views of streamflows, historic wholesale market prices and energy availability in the second quarter of 2000, Avista Utilities entered into contracts and sold call options for fixed-price power for delivery without making matching purchases at the same time. Avista Utilities also made certain short-term sales at fixed prices that were offset by purchases at prices indexed to the market price at the time of delivery. Certain of these wholesale trading positions were outside normal operating guidelines. Avista Utilities was required to buy additional power not only to meet its obligations to its retail and long-term wholesale customers, but also to cover its wholesale trading positions. An orderly process to complete the necessary power purchases was impeded by the rapid escalation of market prices and lack of liquidity in the power markets during the second quarter of 2000. These purchases were made at fixed prices significantly higher than the related selling prices and at index, which settled at unprecedented levels in June 2000. The pricing of these purchases caused the majority of Avista Utilities’ net loss for 2000.

Avista Utilities’ short position was compounded by the May 2000 sale of its interest in the Centralia Power Plant to TransAlta, which reduced its system capacity by 200 megawatts. Based on historical trends and Avista Utilities’ views on power prices and availability of power for May and June 2000, Avista Utilities did not seek to replace the Centralia Power Plant generation for those two months with firm commitments. Avista Utilities entered into a three-and-one-half-year contract to purchase 200 megawatts from TransAlta beginning in July 2000.

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Retail electric revenues increased $4.0 million for 2001 from 2000. This increase was primarily due to the electric surcharges implemented in Washington and Idaho to recover deferred power costs, partially offset by decreased use per customer and kWh sold. Wholesale electric revenues decreased $383.9 million, or 44 percent, while wholesale sales volumes decreased 60 percent from 2000, reflecting average sales prices that were 40 percent higher than the prior year. Wholesale sales volumes decreased due to management’s decision in 2000 to reduce power imbalance volume limits (the difference between projected load obligations and projected resource availability). This decision was based on the emergent market price volatility, and Avista Utilities’ strategy to focus primarily on energy transactions necessary to efficiently manage power resources to meet retail customer loads and wholesale obligations. The extent of future wholesale transactions will be determined based on resource additions or changes and load obligations and contract commitments.

Natural gas revenues increased $83.8 million for 2001 from 2000 due to increased prices approved by state commissions to recover increased natural gas costs partially offset by decreased therm sales, primarily due to both decreased retail and transportation customer volumes.

Power purchased during 2001 decreased $364.2 million, or 34 percent compared to 2000 primarily due to the decreased volume of power purchases, partially offset by higher average prices. Average purchased power prices for 2001 were 28 percent higher than for 2000; however, volumes purchased decreased 48 percent. The decrease in the volume of purchased power was primarily the result of decreases in the volume of wholesale electric sales.

During 2001 Avista Utilities deferred $145.4 million (net of the $21.8 million write-off) in power costs in Washington and $73.7 million in Idaho. The total balance of deferred power costs was $140.2 million for Washington and $73.1 million for Idaho as of December 31, 2001. Avista Utilities will only be able to recover these balances of deferred power costs in the amounts, and at the times, authorized by the WUTC and the IPUC. In September 2001, the WUTC approved a temporary electric surcharge of 25 percent. In 2001, revenue collected under the Washington surcharge was $10.2 million and $53.8 million of a deferred non-cash credit was offset against deferred power costs. In October 2001, the IPUC approved a PCA surcharge and the extension of a previously approved PCA surcharge for a total of 19.4 percent. In 2001, revenue collected under the Idaho PCA surcharges was $4.2 million and $6.9 million of a deferred non-cash credit was offset against deferred power costs. In March 2002, the WUTC issued an order approving the prudence and recoverability of 90 percent of deferred power supply costs incurred during the period from July 1, 2000 through December 31, 2001. This resulted in the Company recording an additional expense for $21.8 million of power supply costs previously deferred in 2001. Additionally, the order also provided that one-fifth of the 25 percent electric surcharge will be applied to offset the Company’s general operating costs and the remainder will continue to be applied as a recovery of deferred power costs. The WUTC order also approved a 6.2 percent (or $14.7 million in annual revenues) increase in base retail rates. See further description of issues related to deferred power costs in the section “Avista Utilities — Regulatory Matters.”

Avista Utilities deferred, net of amortization, $7.7 million of purchased natural gas costs during 2001 and total deferred natural gas costs were $52.7 million as of December 31, 2001. In July 2001, the Company filed requests for purchased gas cost adjustments (PGA) with the WUTC and the IPUC in order to recover certain deferred natural gas costs related to Washington and Idaho natural gas purchases. The Washington PGA increase of 12.2 percent approved by the WUTC and the Idaho PGA increase of 11.5 percent approved by the IPUC became effective in August 2001. Avista Utilities estimates these PGA rate changes will increase revenues by $24.6 million for approximately one year. Based on current PGAs in place and current natural gas prices, Avista Utilities expects that the deferred natural gas cost balance will be fully recovered by December 2002. However, there will be no impact on net income as deferred natural gas costs are amortized to offset this increase in revenues.

The cost of fuel for generation for 2001 increased $12.9 million from 2000 primarily due to an increase in natural gas-fired combustion turbine plant generation and partially due to the increased cost of natural gas. Natural gas costs were relatively high compared to historical prices during the first half of 2001 before declining in the second half of 2001.

The expense for natural gas purchased for resale for 2001 increased $50.8 million compared to 2000 due to the increased cost of natural gas partially offset by a decrease in total therms sold. Consistent with changes in fuel for generation, natural gas costs have declined during the second half of 2001 compared to the first half of the year.

As part of the strategy to mitigate the decline in electric resources caused by the poor hydroelectric conditions and volatile energy markets, Avista Utilities had several buy-back and rebate programs for residential, commercial and industrial customers during 2001. The programs were designed to encourage conservation and decrease average

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customer usage.

Construction is continuing on the 280 MW combined cycle natural gas-fired turbine power plant at the Coyote Springs 2 site near Boardman, Oregon. During the fourth quarter of 2001, the Company completed the sale of 50 percent of its interest in the Coyote Springs 2 plant to an affiliate of Mirant Americas Development, Inc. (Mirant). Avista Corp. and Mirant will share equally in the costs of construction, operation and output from the plant. As of December 31, 2001, the Company had invested $92.5 million in the Coyote Springs 2 project (net of funds received from Mirant in connection with the sale) and the total cost of the plant is expected to be $190 million. If total costs equal the amount projected, Mirant will fund the remaining costs to complete the plant. The Company’s 50 percent ownership interest in the Coyote Springs 2 plant will transfer from Avista Power to Avista Corp. to be operated as an asset of Avista Utilities upon the completion of the construction, which is expected to be in the third quarter of 2002.

2000 compared to 1999

Avista Utilities recorded a net loss of $38.8 million in 2001 compared to net income of $59.6 million in 1999. Avista Utilities’ pre-tax income from operations was $3.2 million in 2000, a decrease of $139.4 million from 1999. The net loss in 2000 resulted primarily from significantly higher electric energy prices in wholesale markets, compounded by a short position related to wholesale trading activity. Avista Utilities’ operating revenues and expenses increased $396.5 million and $535.8 million, respectively, in 2000 compared to 1999.

During 2000, Avista Utilities purchased energy in order to meet system obligations to serve retail and wholesale customers. Unprecedented sustained peaks in electric energy prices throughout the WSCC beginning in May 2000, compounded by a wholesale short position and the sale of the Centralia Power Plant discussed above, contributed to significant losses recorded by Avista Utilities in the second quarter of 2000. The cost of these power purchases was significantly higher than the amounts recovered through power sales. Based on historical trends, Avista Utilities had forecast on-peak power prices of approximately $19 per megawatthour for May and June of 2000. On-peak power costs in the market averaged $60 per megawatthour in May and over $180 per megawatthour in June, with hourly spikes as high as $1,300 per megawatthour.

Retail electric revenues increased $10.6 million in 2000 compared to 1999 due to increased rates, as well as greater sales volumes due to customer growth and increased usage due to weather. Wholesale electric revenues increased $342.3 million, or 66 percent, while sales volumes decreased 20 percent in 2000 compared to 1999, reflecting average sales prices 107 percent higher in 2000. Wholesale sales volumes decreased due to management’s decision in mid-year to reduce power imbalance volume limits as discussed above.

Natural gas revenues increased $37.4 million in 2000 compared to 1999. Retail natural gas revenues increased $49.0 million, primarily due to increased natural gas rates, partially offset by a $9.5 million decrease in wholesale sales. Wholesale natural gas sales are sales of natural gas commodity and related services outside of the Avista Utilities distribution system to other utilities and large industrial customers. Revenues from these sales are offset by corresponding increases in purchased gas expense, and margins from these transactions are credited back to retail customers through rate changes approved by state regulators for the cost of natural gas.

Purchased power volumes were 15 percent lower in 2000 as compared to 1999 primarily due to decreased wholesale sales, but average purchased power prices were 132 percent higher, resulting in a $529.0 million, or 97 percent, increase in purchased power expense in 2000 compared to 1999. The $33.9 million deferral of power costs pursuant to the WUTC accounting order and the $4.5 million deferred under the Idaho PCA partially offset purchased power cost recognized as expenses in 2000. Streamflows in 2000 were 86 percent of normal compared to 112 percent in 1999. Fuel for power generation expense increased $22.7 million due to increased generation at the thermal plants as a result of increased demand for power, decreased hydroelectric generation and increases in natural gas commodity prices. Purchased natural gas costs increased $53.4 million in 2000, primarily due to increased prices for the commodity, and partially due to increased volumes of sales resulting from customer growth and increased usage due to weather.

Energy Trading and Marketing

Energy Trading and Marketing includes the results of Avista Energy and Avista Power. Avista Energy maintains an energy trading portfolio that it marks to estimated fair market value on a daily basis (mark-to-market accounting), which may cause earnings variability in the future. Market prices are utilized in determining the value of electric, natural gas and related derivative commodity instruments. For longer-term positions and certain short-term positions for which market prices are not available, a model based on forward price curves is also utilized. Although Avista

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Energy scaled back operations to focus primarily in the western United States during 2000, its trading operations continue to be affected by, among other things, volatility of prices within the electric energy and natural gas markets, the demand for and availability of energy, lower unit margins on new sales contracts, FERC-ordered price caps and deregulation of the electric utility industry.

Avista Energy trades electricity and natural gas, along with derivative commodity instruments, including futures, options, swaps and other contractual arrangements. Most transactions are conducted on a largely unregulated “over-the-counter” basis, there being no central clearing mechanism (except in the case of specific instruments traded on the commodity exchanges). As a result of these trading activities, Avista Energy is subject to various risks, including market, liquidity, commodity and credit risk. See “Business Risks” and “Note 7 of Notes to Consolidated Financial Statements” for further information. The following summarizes information with respect to energy trading activities during 2001 (dollars in thousands):

                         
    Natural Gas   Electric   Total
    Assets and   Assets and   Unrealized
    Liabilities   Liabilities   Gain(Loss)
   
 
 
Fair value of contracts as of December 31, 2000
  $ 15,319     $ 201,636     $ 216,955  
Less contracts settled during 2001 (1)
    (51,291 )     (114,785 )     (166,076 )
Fair value of new contracts when entered into during 2001 (2)
                 
Change in fair value due to changes in valuation techniques (3)
    1,282       13,971       15,253  
Change in fair value attributable to market prices and other market changes
    73,082       47,503       120,585  
 
   
     
     
 
Fair value of contracts as of December 31, 2001
  $ 38,392     $ 148,325     $ 186,717  
 
   
     
     
 

(1)   Contracts settled during 2001 includes those contracts that were open in 2000 but settled in 2001 as well as new contracts entered into and settled during 2001. Amount represents realized earnings associated with these settled transactions.
(2)   Avista Energy did not enter into any origination transactions during 2001 in which dealer profit or mark-to-market gain or loss was recorded at inception.
(3)   During 2001, Avista Energy changed the interest rate used to discount trading positions from an incremental borrowing rate to LIBOR. Additionally, Avista Energy eliminated a specific liquidity and valuation adjustment related to the California market that was in place as of December 31, 2000.

The following discloses summarized information with respect to valuation techniques and contractual maturities of energy commodity contracts outstanding as of December 31, 2001 (dollars in thousands):

                                           
              2003 and   2005 and   2006 and        
      2002   2004   2006   later   Total
     
 
 
 
 
Natural gas assets and liabilities
                                       
 
Prices from other external sources (1)
  $ 11,217     $ 21,594     $     $     $ 32,811  
 
Fair value based on valuation models (2)
    1,829       581       2,031       1,140       5,581  
 
   
     
     
     
     
 
 
Total natural gas assets and liabilities
  $ 13,046     $ 22,175     $ 2,031     $ 1,140     $ 38,392  
 
   
     
     
     
     
 
Electric assets and liabilities
                                       
 
Prices from other external sources (1)
  $ 92,456     $ 43,344     $     $     $ 135,800  
 
Fair value based on valuation models (3)
    (1,842 )     7,125       8,546       (1,304 )     12,525  
 
   
     
     
     
     
 
 
Total electric assets and liabilities
  $ 90,614     $ 50,469     $ 8,546     $ (1,304 )   $ 148,325  
 
   
     
     
     
     
 

(1)   The fair value is determined based upon actively traded, “over-the-counter” market quotes received from third party brokers. For natural gas assets and liabilities, these market quotes are generally available through three years. For electric assets and liabilities, these market quotes are generally available through two years.
(2)   Represents contracts for delivery at basis locations not actively traded in the “over-the-counter” markets. In addition, this includes all contracts with a delivery period greater than three years, for which active quotes are not available. These internally developed market curves are based upon published New York Mercantile Exchange prices through seven years, as well as basis spreads using historical and broker estimates. After seven years, an escalation is used to estimate the valuation.
(3)   Represents contracts for delivery at basis locations not actively traded in the “over-the-counter” markets. In addition, this includes all contracts with a delivery period greater than two years, for which active quotes are not available. These internally developed market curves are determined using a production cost model with inputs for assumptions related to power prices (including, without limitation, natural gas prices, generation on line, transmission constraints, future demand and weather). Avista Energy conducts frequent stress tests on the valuation of its portfolio. By changing the input assumptions to the internally developed market curves,

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