BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION In the Matter of the Application of AVISTA CORPORATION for Authority to Sell its Interest in the Coal-Fired Centralia Power Plant. Docket No. UE-991255 ORDER RE: EXEMPT WHOLESALE GENERATOR STATUS MEMORANDUM On August 6, 1999, Avista Corporation (Avista or the Company) filed an Application for “Authority to Sell its Interest in the Coal-Fired Centralia Power Plant.” Avista’s application seeks an Order under chapter 80.12 RCW authorizing the sale of its 15 percent ownership interest in the 1340-megawatt Centralia Power Plant (Centralia) to TECWA Power, Inc. The Application also seeks authorization to defer treatment of the gain on the sale to a future rate proceeding. TECWA is a Washington corporation and a subsidiary of TransAlta Corporation, headquartered in Calgary, Alberta, Canada. The parent company, TransAlta, is a Canadian energy company with $5 billion (Canadian) in assets and is the leading producer of independent power in Canada. TECWA has agreed to purchase Centralia for $425,598,000 and the adjacent Centralia Mine for $101,400,000. As set forth in Avista’s application, TECWA Power, Inc., intends to seek Federal Energy Regulatory Commission (“FERC”) approval to own and operate the Centralia facilities with exempt wholesale generator status. Because the Centralia Power Plant is currently in Avista’s rate base for its jurisdictional sales of electricity in this state, 15 U.S.C. § 79z-5a(c) requires that TECWA include with its EWG application to FERC a statement that the Washington Utilities and Transportation Commission has determined that allowing the facility to be a wholesale facility operated by an EWG: “(1) will benefit consumers; (2) is in the public interest; and (3) does not violate state law.” FINDINGS THE COMMISSION FINDS: 1. Avista is engaged in the business of furnishing electric and gas service within the state of Washington as a public service company, and is subject to the jurisdiction of this Commission. 2. Avista filed an Application on August 6, 1999, for an order under chapter 80.12 RCW authorizing the sale of Avista’s ownership interests in the Centralia Power Plant to TECWA Power, Inc. The Application also sought a determination from the Commission that allowing these facilities to be operated by an exempt wholesale generator meets the requirements of 15 U.S.C. § 79z-5a(c). 3. If the Commission eventually approves the sale of the Centralia Power Plant, allowing the purchaser to operate the Centralia Power Plant as an EWG will benefit consumers and is in the public interest. Under these conditions, allowing the purchaser to operate the Centralia Power Plant as an EWG would not violate state law. ORDER WHEREFORE, THE COMMISSION HEREBY ORDERS: 1. Avista’s application for a determination under 15 U.S.C. § 79z-5a(c) is granted, conditioned upon a Commission order approving the proposed sale of the Centralia Power Plant. If the Commission does not ultimately issue an order approving the proposed sale, this EWG determination will be null and void. 2. This order shall in no way affect the authority of this Commission over rates, services, accounts, evaluations, estimates, or determination of cost or any matters whatsoever that may come before it, nor shall anything herein be construed as an acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted. 3. The Commission retains jurisdiction over the subject matter and Avista Corporation to effect the provisions of this order. DATED at Olympia, Washington, and effective this 13th day of October, 1999. WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION MARILYN SHOWALTER, Chairwoman RICHARD HEMSTAD, Commissioner WILLIAM R. GILLIS, Commissioner