EX-25.A 3 ava-ex25_a.htm EX-25.A

Exhibit 25(a)

UNITED STATES 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)

A National Banking Association 13-5266470

(Jurisdiction of incorporation or organization (I.R.S. Employer

if not a U.S. national bank) Identification No. )

399 Park Avenue,

New York, New York 10043

(Address of principal executive office) (Zip Code)

Citibank, N.A.

388 Greenwich Street, 4 th floor

New York, N.Y. 10013

(212) 816-7621

(Name, address, and telephone number of agent for service)

_______________________

AVISTA CORPORATION
(Exact name of obligor as specified in its charter)

Washington 91-0462470

(State or other jurisdiction of (I.R.S. employer

incorporation or organization) identification no.)

1411 East Mission Avenue

Spokane, Washington 99202

(Address of principal executive offices) (Zip Code)

_________________________

Debt Securities

(Title of 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 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.

Items 3-15. Not Applicable.

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 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

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 filed May 5, 2014 under File No. 333-195697).

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of

December 31, 2021- 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 27th day of April, 2022.

CITIBANK, N.A.
By |  | /s/ William Keenan
|  | William Keenan
|  | Senior Trust Officer

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

|  | December 31, |
In millions of dollars |  | 2021 |  |  | 2020 |
Assets |
Cash and due from banks (including segregated cash and other deposits) |  | $ | 27,515 |  |  | $ | 26,349 |
Deposits with banks, net of allowance |  |  | 234,518 |  |  |  | 283,266 |
Securities borrowed and purchased under agreements to resell (including $216,466 and $185,204 as of December 31, 2021 and 2020, respectively, at fair value), net of allowance |  |  | 327,288 |  |  |  | 294,712 |
Brokerage receivables, net of allowance |  |  | 54,340 |  |  |  | 44,806 |
Trading account assets (including $133,828 and $168,967 pledged to creditors at December 31, 2021 and 2020, respectively) |  |  | 331,945 |  |  |  | 375,079 |
Investments: |  |  |  |  |  |
Available-for-sale debt securities (including $9,226 and $5,921 pledged to creditors as of December 31, 2021 and 2020, respectively), net of allowance |  |  | 288,522 |  |  |  | 335,084 |
Held-to-maturity debt securities (including $1,460 and $547 pledged to creditors as of December 31, 2021 and 2020, respectively), net of allowance |  |  | 216,963 |  |  |  | 104,943 |
Equity securities (including $1,032 and $1,066 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 7,337 |  |  |  | 7,332 |
Total investments |  | $ | 512,822 |  |  | $ | 447,359 |
Loans: |  |  |  |  |  |
Consumer (including $12 and $14 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 271,236 |  |  |  | 288,839 |
Corporate (including 6,070 and 6,840 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 396,531 |  |  |  | 387,044 |
Loans, net of unearned income |  | $ | 667,767 |  |  | $ | 675,883 |
Allowance for credit losses on loans (ACLL) |  |  | (16,455 | ) |  |  | (24,956 | )
Total loans, net |  | $ | 651,312 |  |  | $ | 650,927 |
Goodwill |  |  | 21,299 |  |  |  | 22,162 |
Intangible assets (including MSRs of $404 and $336 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 4,495 |  |  |  | 4,747 |
Other assets (including $12,342 and $14,613 as of December 31, 2021 and 2020, respectively, at fair value), net of allowance |  |  | 125,879 |  |  |  | 110,683 |
Total assets |  | $ | 2,291,413 |  |  | $ | 2,260,090 |

The following table presents certain assets of consolidated variable interest entities (VIEs), which are included on the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. In addition, 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 |  | 2021 |  |  | 2020 |
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |  |  |  |  |  |
Cash and due from banks |  | $ | 260 |  |  | $ | 281 |
Trading account assets |  |  | 10,038 |  |  |  | 8,104 |
Investments |  |  | 844 |  |  |  | 837 |
Loans, net of unearned income |  |  |  |  |  |
Consumer |  |  | 34,677 |  |  |  | 37,561 |
Corporate |  |  | 14,312 |  |  |  | 17,027 |
Loans, net of unearned income |  | $ | 48,989 |  |  | $ | 54,588 |
Allowance for credit losses on loans (ACLL) |  |  | (2,668 | ) |  |  | (3,794 | )
Total loans, net |  | $ | 46,321 |  |  | $ | 50,794 |
Other assets |  |  | 1,174 |  |  |  | 43 |
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs |  | $ | 58,637 |  |  | $ | 60,059 |

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

(Continued)

|  | December 31, |
In millions of dollars, except shares and per share amounts |  | 2021 |  |  | 2020 |
Liabilities |  |  |  |  |  |
Non-interest-bearing deposits in U.S. offices |  | $ | 158,552 |  |  | $ | 126,942 |
Interest-bearing deposits in U.S. offices (including $879 and $879 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 543,283 |  |  |  | 503,213 |
Non-interest-bearing deposits in offices outside the U.S. |  |  | 97,270 |  |  |  | 100,543 |
Interest-bearing deposits in offices outside the U.S. (including $787 and $1,079 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 518,125 |  |  |  | 549,973 |
Total deposits |  | $ | 1,317,230 |  |  | $ | 1,280,671 |
Securities loaned and sold under agreements to repurchase (including $56,694 and $60,206 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 191,285 |  |  |  | 199,525 |
Brokerage payables (including $3,575 and $6,835 as of December 31, 2021 and 2020, respectively, at fair value), including allowance |  |  | 61,430 |  |  |  | 50,484 |
Trading account liabilities |  |  | 161,529 |  |  |  | 168,027 |
Short-term borrowings (including $7,358 and $4,683 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 27,973 |  |  |  | 29,514 |
Long-term debt (including $82,609 and $67,063 as of December 31, 2021 and 2020, respectively, at fair value) |  |  | 254,374 |  |  |  | 271,686 |
Other liabilities |  |  | 74,920 |  |  |  | 59,983 |
Total liabilities |  | $ | 2,088,741 |  |  | $ | 2,059,890 |
Stockholders’ equity |  |  |  |  |  |
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 759,800 as of December 31, 2021 and 779,200 as of December 31, 2020, at aggregate liquidation value |  | $ | 18,995 |  |  | $ | 19,480 |
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,651,835 as of December 31, 2021 and 3,099,633,160 as of December 31, 2020 |  |  | 31 |  |  |  | 31 |
Additional paid-in capital |  |  | 108,003 |  |  |  | 107,846 |
Retained earnings |  |  | 184,948 |  |  |  | 168,272 |
Treasury stock, at cost: 1,115,296,641 shares as of December 31, 2021 and 1,017,543,951 shares as of December 31, 2020 |  |  | (71,240 | ) |  |  | (64,129 | )
Accumulated other comprehensive income (loss) (AOCI) |  |  | (38,765 | ) |  |  | (32,058 | )
Total Citigroup stockholders’ equity |  | $ | 201,972 |  |  | $ | 199,442 |
Noncontrolling interests |  |  | 700 |  |  |  | 758 |
Total equity |  | $ | 202,672 |  |  | $ | 200,200 |
Total liabilities and equity |  | $ | 2,291,413 |  |  | $ | 2,260,090 |

The following table presents certain liabilities of consolidated VIEs, which are included on 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 |  | 2021 |  |  | 2020 |
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |  |  |  |  |  |
Short-term borrowings |  | $ | 8,376 |  |  | $ | 9,278 |
Long-term debt |  |  | 12,579 |  |  |  | 20,405 |
Other liabilities |  |  | 694 |  |  |  | 463 |
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup |  | $ | 21,649 |  |  | $ | 30,146 |

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.