EX-25.1

Exhibit 25.1

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.


A National Banking Association		13-5266470
		(I.R.S. employer identification no.)

388 Greenwich Street, New York, New York		10013
(Address of principal executive office)		(Zip code)

Agilent Technologies, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		77-0518772
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5301 Stevens Creek Boulevard

Santa Clara, California 95051

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Debt Securities

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

Federal Reserve Bank of New York

Federal Deposit Insurance Corporation

Washington, D.C.

33 Liberty Street, New York, NY

Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

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 filed as exhibit to the Filing 305B2 dated September 30, 2021 under File No. 333-259910).

Exhibit 2 - A copy of the Certificate of Corporate Existence and Fiduciary Powers (attached).

Exhibit 3 - A copy of the Certificate of Corporate Existence and Fiduciary Powers, incorporated herein by reference to Exhibit 2 of Form T-1.

Exhibit 4 - Copy of existing By-Laws of the Trustee (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated September 30, 2021 under File No. 333-259910).

Exhibit 5 - Not applicable.

Exhibit 6 – The consent of the Trustee required by Section 321 (b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2023—attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

-2-

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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 30^th day of August 2024.


CITIBANK, N.A.

By:		/s/ Keri-anne Marshall
Name:		Keri-anne Marshall
Title:		Senior Trust Officer

Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “Citibank, N.A.,” Sioux Falls, South Dakota (Charter No. 1461), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

IN TESTIMONY WHEREOF, today, August 5, 2024, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia

LOGO

2024-01215-C


CONSOLIDATED BALANCE SHEET		Citigroup Inc. and Subsidiaries


	December 31,
In millions of dollars	2023			2022
Assets
Cash and due from banks (including segregated cash and other deposits)	$	27,342		$	30,577
Deposits with banks, net of allowance		233,590			311,448
Securities borrowed and purchased under agreements to resell (including $206,059 and $239,527 as of December 31, 2023 and 2022, respectively, at fair value), net of allowance		345,700			365,401
Brokerage receivables, net of allowance		53,915			54,192
Trading account assets (including $197,156 and $133,535 pledged to creditors at December 31, 2023 and 2022, respectively)		411,756			334,114
Investments:
Available-for-sale debt securities (including $11,868 and $10,933 pledged to creditors as of December 31, 2023 and 2022, respectively)		256,936			249,679
Held-to-maturity debt securities, net of allowance (fair value of which is $235,001 and $243,648 as of December 31, 2023 and 2022, respectively) (includes $71 and $0 pledged to creditors as of December 31, 2023 and 2022, respectively)		254,247			268,863
Equity securities (including $766 and $895 as of December 31, 2023 and 2022, respectively, at fair value)		7,902			8,040

Total investments	$	519,085		$	526,582
Loans:
Consumer (including $313 and $237 as of December 31, 2023 and 2022, respectively, at fair value)		389,197			368,067
Corporate (including $7,281 and $5,123 as of December 31, 2023 and 2022, respectively, at fair value)		300,165			289,154

Loans, net of unearned income	$	689,362		$	657,221
Allowance for credit losses on loans (ACLL)		(18,145	)		(16,974	)

Total loans, net	$	671,217		$	640,247
Goodwill		20,098			19,691
Intangible assets (including MSRs of $691 and $665 as of December 31, 2023 and 2022, respectively)		4,421			4,428
Premises and equipment, net of depreciation and amortization		28,747			26,253
Other assets (including $12,290 and $10,658 as of December 31, 2023 and 2022, respectively, at fair value), net of allowance		95,963			103,743

Total assets	$	2,411,834		$	2,416,676

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	2023			2022
Liabilities
Deposits (including $2,440 and $1,875 as of December 31, 2023 and 2022, respectively, at fair value)	$	1,308,681		$	1,365,954
Securities loaned and sold under agreements to repurchase (including $62,485 and $70,886 as of December 31, 2023 and 2022, respectively, at fair value)		278,107			202,444
Brokerage payables (including $4,321 and $4,439 as of December 31, 2023 and 2022, respectively, at fair value)		63,539			69,218
Trading account liabilities		155,345			170,647
Short-term borrowings (including $6,545 and $6,222 as of December 31, 2023 and 2022, respectively, at fair value)		37,457			47,096
Long-term debt (including $116,338 and $105,995 as of December 31, 2023 and 2022, respectively, at fair value)		286,619			271,606
Other liabilities, plus allowances		75,835			87,873

Total liabilities	$	2,205,583		$	2,214,838

Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2023—704,000 and as of December 31, 2022—759,800, at aggregate liquidation value	$	17,600		$	18,995
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2023—3,099,691,704 and as of December 31, 2022—3,099,669,424		31			31
Additional paid-in capital		108,955			108,458
Retained earnings		198,905			194,734
Treasury stock, at cost: December 31, 2023—1,196,577,865 shares and December 31, 2022—1,162,682,999 shares		(75,238	)		(73,967	)
Accumulated other comprehensive income (loss) (AOCI)		(44,800	)		(47,062	)

Total Citigroup stockholders’ equity	$	205,453		$	201,189
Noncontrolling interests		798			649

Total equity	$	206,251		$	201,838

Total liabilities and equity	$	2,411,834		$	2,416,676

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