COMMON STOCK

The Company has a Direct Stock Purchase and Dividend Reinvestment Plan under which the Company’s shareholders may automatically reinvest their dividends and make optional cash payments for the purchase of the Company’s common stock at current market value. Shares issued under this plan in 2014, 2013 and 2012 are disclosed in the Consolidated Statements of Equity and Redeemable Noncontrolling Interests.

The payment of dividends on common stock could be limited by:


•	certain covenants applicable to preferred stock (when outstanding) contained in the Company’s Restated Articles of Incorporation, as amended (currently there are no preferred shares outstanding),


•	certain covenants applicable to the Company's outstanding long-term debt and committed line of credit agreements,


•	the hydroelectric licensing requirements of section 10(d) of the FPA (see Note 1), and.

•

certain requirements under the OPUC approval of the AERC acquisition. After the initial year, the OPUC does not permit one-time or special dividends from AERC to Avista Corp. and does not permit Avista Utilities' total equity to total capitalization to be less than 40 percent, without approval from the OPUC. However, the OPUC approval does allow for regular distributions of AERC earnings to Avista Corp. as long as AERC remains sufficiently capitalized and insured.

The Company declared the following dividends for the year ended December 31:



	2014		2013		2012
Dividends paid per common share	$	1.27	$	1.22	$	1.16

Under the covenant applicable to the Company's committed line of credit agreement, which does not permit the ratio of “consolidated total debt” to “consolidated total capitalization” to be greater than 65 percent at any time, the amount of retained earnings available for dividends at December 31, 2014 was limited to approximately $295.0 million.

Under the requirements of the OPUC approval of the AERC acquisition as outlined above, the amount available for dividends at December 31, 2014 was limited to approximately $145.0 million.

In August 2012, the Company entered into two sales agency agreements under which the Company may sell up to 2,726,390 shares of its common stock from time to time. There were no shares issued under these agreements during 2014 and 2013 and as of December 31, 2014, the Company had 1,795,199 shares available to be issued under these agreements.

Shares issued under sales agency agreements were as follows in the year ended December 31:



	2014	2013	2012
Shares issued under sales agency agreement	—	—	931,191

The Company has 10 million authorized shares of preferred stock. The Company did not have any preferred stock outstanding as of December 31, 2014 and 2013.

Stock Repurchase Programs

On June 13, 2014, Avista Corp.'s Board of Directors approved a program to repurchase up to 4 million shares of the Company’s outstanding common stock, assuming the closure of the Ecova transaction (2014 program). Repurchases of common stock under this program commenced on July 7, 2014 and the program expired on December 31, 2014. Repurchases were made in the open market or in privately negotiated transactions. Through December 31, 2014, the Company repurchased 2,529,615 shares at a total cost of $79.9 million and an average cost of $31.57 per share. The Company did not make any repurchases under this program subsequent to October 2014. All repurchased shares reverted to the status of authorized but unissued shares.

On December 16, 2014, Avista Corp.'s Board of Directors approved the repurchase of up to 800,000 shares of the Company’s outstanding common stock, commencing on January 2, 2015, and continuing through March 31, 2015 (first quarter 2015 program). The number of shares repurchased through the first quarter 2015 program is in addition to the number of shares repurchased under the 2014 program, which expired on December 31, 2014. The parameters of the first quarter 2015 program are consistent with the parameters of the 2014 program. All repurchased shares, if any, will revert to the status of authorized but unissued shares.