FAIR VALUE

The carrying values of cash and cash equivalents, accounts and notes receivable, accounts payable, short-term borrowings and short-term borrowings to be refinanced on a long-term basis are reasonable estimates of their fair values. Long-term debt (including current portion and material capital leases) and long-term debt to affiliated trusts are reported at carrying value on the Condensed Consolidated Balance Sheets.

The fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are defined as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 – Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values incorporates various factors that not only include the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits and letters of credit), but also the impact of Avista Corp.’s nonperformance risk on its liabilities.

The following table sets forth the carrying value and estimated fair value of the Company’s financial instruments not reported at estimated fair value on the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 (dollars in thousands):



	September 30, 2016				December 31, 2015
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Long-term debt (Level 2)	$	951,000	$	1,100,059	$	951,000	$	1,055,797
Long-term debt (Level 3)	502,000		572,112		592,000		595,018
Snettisham capital lease obligation (Level 3)	62,734		64,800		64,455		63,150
Long-term debt to affiliated trusts (Level 3)	51,547		38,145		51,547		36,083

These estimates of fair value of long-term debt and long-term debt to affiliated trusts were primarily based on available market information, which generally consists of estimated market prices from third party brokers for debt with similar risk and terms. The price ranges obtained from the third party brokers consisted of par values of 74.00 to 133.96, where a par value of 100.0 represents the carrying value recorded on the Condensed Consolidated Balance Sheets. Level 2 long-term debt represents publicly issued bonds with quoted market prices; however, due to their limited trading activity, they are classified as Level 2 because brokers must generate quotes and make estimates if there is no trading activity near a period end. Level 3 long-term debt consists of private placement bonds and debt to affiliated trusts, which typically have no secondary trading activity. Fair values in Level 3 are estimated based on market prices from third party brokers using secondary market quotes for debt with similar risk and terms to generate quotes for Avista Corp. bonds. Due to the unique nature of the Snettisham capital lease obligation, the estimated fair value of these items was determined based on a discounted cash flow model using available market information. The Snettisham capital lease obligation was discounted to present value using the Moody's Aaa Corporate discount rate as published by the Federal Reserve on September 30, 2016.

The following table discloses by level within the fair value hierarchy the Company’s assets and liabilities measured and reported on the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 at fair value on a recurring basis (dollars in thousands):



	Level 1		Level 2		Level 3		Counterparty and Cash Collateral Netting (1)			Total
September 30, 2016
Assets:
Energy commodity derivatives	$	—	$	33,589	$	—	$	(32,869	)	$	720
Level 3 energy commodity derivatives:
Natural gas exchange agreement	—		—		25		(25		)	—
Foreign currency derivatives	—		27		—		(25		)	2
Interest rate swaps	—		386		—		(386		)	—
Deferred compensation assets:
Fixed income securities (2)	1,895		—		—		—			1,895
Equity securities (2)	5,627		—		—		—			5,627
Total	$	7,522	$	34,002	$	25	$	(33,305	)	$	8,244
Liabilities:
Energy commodity derivatives	$	—	$	55,233	$	—	$	(50,831	)	$	4,402
Level 3 energy commodity derivatives:
Natural gas exchange agreement	—		—		6,546		(25		)	6,521
Power exchange agreement	—		—		16,310		—			16,310
Power option agreement	—		—		797		—			797
Foreign currency derivatives	—		25		—		(25		)	—
Interest rate swaps	—		154,770		—		(64,746		)	90,024
Total	$	—	$	210,028	$	23,653	$	(115,627	)	$	118,054



	Level 1		Level 2		Level 3		Counterparty and Cash Collateral Netting (1)			Total
December 31, 2015
Assets:
Energy commodity derivatives	$	—	$	74,637	$	—	$	(73,954	)	$	683
Level 3 energy commodity derivatives:
Natural gas exchange agreement	—		—		678		(678		)	—
Foreign currency derivatives	—		2		—		(2		)	—
Interest rate swaps	—		1,548		—		—			1,548
Deferred compensation assets:
Fixed income securities (2)	1,727		—		—		—			1,727
Equity securities (2)	5,761		—		—		—			5,761
Total	$	7,488	$	76,187	$	678	$	(74,634	)	$	9,719
Liabilities:
Energy commodity derivatives	$	—	$	97,193	$	—	$	(88,480	)	$	8,713
Level 3 energy commodity derivatives:
Natural gas exchange agreement	—		—		5,717		(678		)	5,039
Power exchange agreement	—		—		21,961		—			21,961
Power option agreement	—		—		124		—			124
Foreign currency derivatives	—		19		—		(2		)	17
Interest rate swaps	—		85,498		—		—			85,498
Total	$	—	$	182,710	$	27,802	$	(89,160	)	$	121,352


(1)	The Company is permitted to net derivative assets and derivative liabilities with the same counterparty when a legally enforceable master netting agreement exists. In addition, the Company nets derivative assets and derivative liabilities against any payables and receivables for cash collateral held or placed with these same counterparties.


(2)	These assets are trading securities and are included in other property and investments-net and other non-current assets on the Condensed Consolidated Balance Sheets.

The difference between the amount of derivative assets and liabilities disclosed in respective levels in the table above and the amount of derivative assets and liabilities disclosed on the Condensed Consolidated Balance Sheets is due to netting arrangements with certain counterparties.

To establish fair value for commodity derivatives, the Company uses quoted market prices and forward price curves to estimate the fair value of utility derivative commodity instruments included in Level 2. In particular, electric derivative valuations are performed using market quotes, adjusted for periods in between quotable periods. Natural gas derivative valuations are estimated using New York Mercantile Exchange (NYMEX) pricing for similar instruments, adjusted for basin differences, using market quotes. Where observable inputs are available for substantially the full term of the contract, the derivative asset or liability is included in Level 2.

To establish fair values for interest rate swaps, the Company uses forward market curves for interest rates for the term of the swaps and discounts the cash flows back to present value using an appropriate discount rate. The discount rate is calculated by third party brokers according to the terms of the swap derivatives and evaluated by the Company for reasonableness, with consideration given to the potential non-performance risk by the Company. Future cash flows of the interest rate swaps are equal to the fixed interest rate in the swap compared to the floating market interest rate multiplied by the notional amount for each period.

To establish fair value for foreign currency derivatives, the Company uses forward market curves for Canadian dollars against the US dollar and multiplies the difference between the locked-in price and the market price by the notional amount of the derivative. Forward foreign currency market curves are provided by third party brokers. The Company's credit spread is factored into the locked-in price of the foreign exchange contracts.

Deferred compensation assets and liabilities represent funds held by the Company in a Rabbi Trust for an executive deferral plan. These funds consist of actively traded equity and bond funds with quoted prices in active markets. The balance disclosed in the table above excludes cash and cash equivalents of $0.5 million as of September 30, 2016 and $0.6 million as of December 31, 2015.

Level 3 Fair Value

Under the power exchange agreement the Company purchases power at a price that is based on the average operating and maintenance (O&M) charges from three surrogate nuclear power plants around the country. To estimate the fair value of this agreement the Company estimates the difference between the purchase price based on the future O&M charges and forward prices for energy. The Company compares the Level 2 brokered quotes and forward price curves described above to an internally developed forward price which is based on the average O&M charges from the three surrogate nuclear power plants for the current year. Because the nuclear power plant O&M charges are only known for one year, all forward years are estimated assuming an annual escalation. In addition to the forward price being estimated using unobservable inputs, the Company also estimates the volumes of the transactions that will take place in the future based on historical average transaction volumes per delivery year (November to April). Significant increases or decreases in any of these inputs in isolation would result in a significantly higher or lower fair value measurement. Generally, a change in the current year O&M charges for the surrogate plants is accompanied by a directionally similar change in O&M charges in future years. There is generally not a correlation between external market prices and the O&M charges used to develop the internal forward price.

For the power commodity option agreement, the Company uses the Black-Scholes-Merton valuation model to estimate the fair value, and this model includes significant inputs not observable or corroborated in the market. These inputs include: 1) the strike price (which is an internally derived price based on a combination of generation plant heat rate factors, natural gas market pricing, delivery and other O&M charges), 2) estimated delivery volumes, and 3) volatility rates. Significant increases or decreases in any of these inputs in isolation would result in a significantly higher or lower fair value measurement. Generally, changes in overall commodity market prices and volatility rates are accompanied by directionally similar changes in the strike price and volatility assumptions used in the calculation.

For the natural gas commodity exchange agreement, the Company uses the same Level 2 brokered quotes described above; however, the Company also estimates the purchase and sales volumes (within contractual limits) as well as the timing of those transactions. Changing the timing of volume estimates changes the timing of purchases and sales, impacting which brokered quote is used. Because the brokered quotes can vary significantly from period to period, the unobservable estimates of the timing and volume of transactions can have a significant impact on the calculated fair value. The Company currently estimates volumes and timing of transactions based on a most likely scenario using historical data. Historically, the timing and volume of transactions have not been highly correlated with market prices and market volatility.

The following table presents the quantitative information which was used to estimate the fair values of the Level 3 assets and liabilities above as of September 30, 2016 (dollars in thousands):



	Fair Value (Net) at
	September 30, 2016			Valuation Technique	Unobservable Input	Range
Power exchange agreement	$	(16,310	)	Surrogate facility pricing	O&M charges	$33.59-$49.15/MWh (1)
					Escalation factor	3% - 2017 to 2019
					Transaction volumes	396,984 - 406,909 MWhs
Power option agreement	$	(797	)	Black-Scholes- Merton	Strike price	$37.46/MWh - 2019
					Strike price	$49.71/MWh - 2017
					Delivery volumes	157,517 - 285,979 MWhs
					Volatility rates	0.21 (2)
Natural gas exchange agreement	$	(6,521	)	Internally derived weighted average cost of gas	Forward purchase prices	$1.95 - $2.55/mmBTU
					Forward purchase prices	$1.95 - $2.55/mmBTU
					Forward sales prices	$2.03 - $3.37/mmBTU
					Purchase volumes	115,000 - 310,000 mmBTUs
					Sales volumes	60,000 - 310,000 mmBTUs

(1) The average O&M charges for the delivery year beginning in November 2016 are $39.22 per MWh. For ratemaking purposes the average O&M charges to be included for recovery in retail rates vary slightly between regulatory jurisdictions. The average O&M charges for the delivery year beginning in 2016 are $44.33 for Washington and $39.22 for Idaho.

(2) The estimated volatility rate of 0.21 is compared to actual quoted volatility rates of 0.42 for 2016 to 0.24 in September 2018.

The valuation methods, significant inputs and resulting fair values described above were developed by the Company's management and are reviewed on at least a quarterly basis to ensure they provide a reasonable estimate of fair value each reporting period.

The following table presents activity for energy commodity derivative assets (liabilities) measured at fair value using significant unobservable inputs (Level 3) for the three and nine months ended September 30 (dollars in thousands):



	Natural Gas Exchange Agreement			Power Exchange Agreement			Power Option Agreement			Total
Three months ended September 30, 2016:
Balance as of July 1, 2016	$	(6,857	)	$	(14,614	)	$	(105	)	$	(21,576	)
Total gains or (losses) (realized/unrealized):
Included in regulatory assets/liabilities (1)	336			(1,696		)	(692		)	(2,052		)
Settlements	—			—			—			—
Ending balance as of September 30, 2016 (2)	$	(6,521	)	$	(16,310	)	$	(797	)	$	(23,628	)
Three months ended September 30, 2015:
Balance as of July 1, 2015	$	(6,825	)	$	(18,616	)	$	(145	)	$	(25,586	)
Total gains or (losses) (realized/unrealized):
Included in regulatory assets/liabilities (1)	1,800			(4,563		)	28			(2,735		)
Settlements	282			—			—			282
Ending balance as of September 30, 2015 (2)	$	(4,743	)	$	(23,179	)	$	(117	)	$	(28,039	)
Nine months ended September 30, 2016:
Balance as of January 1, 2016	$	(5,039	)	$	(21,961	)	$	(124	)	$	(27,124	)
Total gains or (losses) (realized/unrealized):
Included in regulatory assets/liabilities (1)	(2,960		)	272			(673		)	(3,361		)
Settlements	1,478			5,379			—			6,857
Ending balance as of September 30, 2016 (2)	$	(6,521	)	$	(16,310	)	$	(797	)	$	(23,628	)

Nine months ended September 30, 2015:
Balance as of January 1, 2015	$	(35	)	$	(23,299	)	$	(424	)	$	(23,758	)
Total gains or (losses) (realized/unrealized):
Included in regulatory assets/liabilities (1)	(5,586		)	(4,393		)	307			(9,672		)
Settlements	878			4,513			—			5,391
Ending balance as of September 30, 2015 (2)	$	(4,743	)	$	(23,179	)	$	(117	)	$	(28,039	)


(1)	All gains and losses are included in other regulatory assets and liabilities. There were no gains and losses included in either net income or other comprehensive income during any of the periods presented in the table above.


(2)	There were no purchases, issuances or transfers from other categories of any derivatives instruments during the periods presented in the table above.