Exhibit 25(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ¨ | Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) |
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| 13-5266470 | ||
| (I.R.S. employer identification no.) | ||
| 399 Park Avenue, New York, New York | 10043 | |
| (Address of principal executive office) | (Zip Code) | |
AVISTA CORPORATION
(Exact name of obligor 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 Spokane, Washington | 99202-2600 | |
| (Address of principal executive offices) | (Zip Code) | |
Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
| Comptroller of the Currency | Washington, D.C. | |
| Federal Reserve Bank of New York | New York, NY | |
| 33 Liberty Street | ||
| New York, NY | ||
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5—Not applicable.
Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2012-attached)
Exhibit 8— Not applicable.
Exhibit 9— Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 13th day of March, 2013.
CITIBANK, N.A. | ||
| By | /s/ Wafaa Orfy | |
| Wafaa Orfy | ||
| Vice President | ||
Exhibit 7
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
In millions of dollars | 2012 | 2011 | ||||||
Assets | ||||||||
Cash and due from banks (including segregated cash and other deposits) | $ | 36,453 | $ | 28,701 | ||||
Deposits with banks | 102,134 | 155,784 | ||||||
Federal funds sold and securities borrowed or purchased under agreements to resell (including $160,589 and $142,862 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 261,311 | 275,849 | ||||||
Brokerage receivables | 22,490 | 27,777 | ||||||
Trading account assets (including $105,458 and $119,054 pledged to creditors at December 31, 2012 and December 31, 2011, respectively) | 320,929 | 291,734 | ||||||
Investments (including $21,423 and $14,940 pledged to creditors at December 31, 2012 and December 31, 2011, respectively, and $294,463 and $274,040 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 312,326 | 293,413 | ||||||
Loans, net of unearned income | ||||||||
Consumer (including $1,231 and $1,326 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 408,671 | 423,340 | ||||||
Corporate (including $4,056 and $3,939 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 246,793 | 223,902 | ||||||
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Loans, net of unearned income | $ | 655,464 | $ | 647,242 | ||||
Allowance for loan losses | (25,455 | ) | (30,115 | ) | ||||
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Total loans, net | $ | 630,009 | $ | 617,127 | ||||
Goodwill | 25,673 | 25,413 | ||||||
Intangible assets (other than MSRs) | 5,697 | 6,600 | ||||||
Mortgage servicing rights (MSRs) | 1,942 | 2,569 | ||||||
Other assets (including $13,299 and $13,360 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 145,660 | 148,911 | ||||||
Assets of discontinued operations held for sale | 36 | — | ||||||
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Total assets | $ | 1,864,660 | $ | 1,873,878 | ||||
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The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs on the following page, and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only, and exclude intercompany balances that eliminate in consolidation.
| December 31, | ||||||||
In millions of dollars | 2012 | 2011 | ||||||
Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs | ||||||||
Cash and due from banks | $ | 498 | $ | 591 | ||||
Trading account assets | 481 | 567 | ||||||
Investments | 10,751 | 12,509 | ||||||
Loans, net of unearned income | ||||||||
Consumer (including $1,191 and $1,292 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 93,936 | 103,275 | ||||||
Corporate (including $157 and $198 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 23,684 | 23,780 | ||||||
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Loans, net of unearned income | $ | 117,620 | $ | 127,055 | ||||
Allowance for loan losses | (5,854 | ) | (8,000 | ) | ||||
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Total loans, net | $ | 111,766 | $ | 119,055 | ||||
Other assets | 674 | 874 | ||||||
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Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs | $ | 124,170 | $ | 133,596 | ||||
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Statement continues on the next page.
CONSOLIDATED BALANCE SHEET (Continued) | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
In millions of dollars, except shares and per share amounts | 2012 | 2011 | ||||||
Liabilities | ||||||||
Non-interest-bearing deposits in U.S. offices | $ | 129,657 | $ | 119,437 | ||||
Interest-bearing deposits in U.S. offices (including $889 and $848 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 247,716 | 223,851 | ||||||
Non-interest-bearing deposits in offices outside the U.S. | 65,024 | 57,357 | ||||||
Interest-bearing deposits in offices outside the U.S. (including $558 and $478 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 488,163 | 465,291 | ||||||
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Total deposits | $ | 930,560 | $ | 865,936 | ||||
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $116,689 and $97,712 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 211,236 | 198,373 | ||||||
Brokerage payables | 57,013 | 56,696 | ||||||
Trading account liabilities | 115,549 | 126,082 | ||||||
Short-term borrowings (including $818 and $1,354 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 52,027 | 54,441 | ||||||
Long-term debt (including $29,764 and $24,172 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 239,463 | 323,505 | ||||||
Other liabilities (including $2,910 and $3,742 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 67,815 | 69,272 | ||||||
Liabilities of discontinued operations held for sale | — | — | ||||||
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Total liabilities | $ | 1,673,663 | $ | 1,694,305 | ||||
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Stockholders’ equity | ||||||||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:102,038 as ofDecember 31, 2012and 12,038 as of December 31, 2011, at aggregate liquidation value | $ | 2,562 | $ | 312 | ||||
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares:3,043,153,204 as ofDecember 31, 2012and 2,937,755,921 as of December 31, 2011 | 30 | 29 | ||||||
Additional paid-in capital | 106,391 | 105,804 | ||||||
Retained earnings | 97,809 | 90,520 | ||||||
Treasury stock, at cost:December 31, 2012—14,269,301 sharesand December 31, 2011—13,877,688 shares | (847 | ) | (1,071 | ) | ||||
Accumulated other comprehensive income (loss) | (16,896 | ) | (17,788 | ) | ||||
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Total Citigroup stockholders’ equity | $ | 189,049 | $ | 177,806 | ||||
Noncontrolling interest | 1,948 | 1,767 | ||||||
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Total equity | $ | 190,997 | $ | 179,573 | ||||
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Total liabilities and equity | $ | 1,864,660 | $ | 1,873,878 | ||||
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The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only, and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
| December 31, | ||||||||
In millions of dollars | 2012 | 2011 | ||||||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | ||||||||
Short-term borrowings | $ | 15,637 | $ | 21,009 | ||||
Long-term debt (including $1,330 and $1,558 as of December 31, 2012 and December 31, 2011, respectively, at fair value) | 26,346 | 50,451 | ||||||
Other liabilities | 1,224 | 1,051 | ||||||
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Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | $ | 43,207 | $ | 72,511 | ||||
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