Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

November 25, 2025


Exhibit 25.2

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)    [   ]



THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)

333 South Hope Street
Suite 2525
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)
 


BECTON DICKINSON EURO FINANCE S.À R.L.
(Exact name of obligor as specified in its charter)

Luxembourg
(State or other jurisdiction of
incorporation or organization)
98-1490379
(I.R.S. employer
identification no.)

412F, route d’Esch
L-1471 Luxembourg
(Address of principal executive offices)

(Zip code)
 


BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)

New Jersey
(State or other jurisdiction of
incorporation or organization)
22-0760120
(I.R.S. employer
identification no.)

1 Becton Drive
Franklin Lakes, New Jersey
(Address of principal executive offices)
07417-1880
(Zip code)



Debt Securities
and Guarantees of Debt Securities
(Title of the indenture 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
United States Department of the Treasury

Washington, DC 20219
Federal Reserve Bank
San Francisco, CA 94105

Federal Deposit Insurance Corporation
Washington, DC 20429


 
(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.
   
16.
List of Exhibits.
   
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act").

 
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
     
 
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
     
 
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
     
 
4.
A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).
     
 
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
     
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 2 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Jacksonville, and State of Florida, on the 19th day of November, 2025.

 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
   
 
By:
/s/ Michael C. Jenkins
 
Name:
Michael C. Jenkins
 
Title:
Vice President


- 3 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

At the close of business September 30, 2025, published in accordance with Federal regulatory authority instructions.

 
Dollar amounts
 
in thousands

ASSETS

Cash and balances due from depository institutions:
 
 
Noninterest-bearing balances and currency and coin
14,287
 
Interest-bearing balances
227,308
Securities:
 
 
Held-to-maturity securities
0
 
Available-for-sale debt securities
99,761
 
Equity securities with readily determinable fair values not held for trading
0
Federal funds sold and securities purchased under agreements to resell:
 
 
Federal funds sold in domestic offices
0
 
Securities purchased under agreements to resell
0
Loans and lease financing receivables:
 
 
Loans and leases held for sale
0
 
Loans and leases held for investment
0
 
LESS: Allowance for credit losses on loans and leases
0
 
Loans and leases held for investment, net of allowance
0
Trading assets
0
Premises and fixed assets (including right-of-use assets)
8,327
Other real estate owned
0
Investments in unconsolidated subsidiaries and associated companies
0
Direct and indirect investments in real estate ventures
0
Intangible assets
856,313
Other assets
131,289
   
Total assets
$1,337,285

1

LIABILITIES

Deposits:
 
 
In domestic offices
930
   
Noninterest-bearing
930
   
Interest-bearing
0
       
Federal funds purchased and securities sold under agreements to repurchase:
 
   
Federal funds purchased in domestic offices
0
   
Securities sold under agreements to repurchase
0
Trading liabilities
0
Other borrowed money:
 
(includes mortgage indebtedness)
0
Not applicable
 
Not applicable
 
Subordinated notes and debentures
0
Other liabilities
263,250
Total liabilities
263,250
Not applicable
 

EQUITY CAPITAL

Perpetual preferred stock and related surplus
0
Common stock
1,000
Surplus (exclude all surplus related to preferred stock)
107,987
Not available
 
 
Retained earnings
965,002
 
Accumulated other comprehensive income
46
Other equity capital components
0
Not available
 
 
Total bank equity capital
1,074,035
 
Noncontrolling (minority) interests in consolidated subsidiaries
0
Total equity capital
1,074,035
Total liabilities and equity capital
1,337,285

I, Natalie Bobnar, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 
Natalie Bobnar
)
CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 
Elizabeth Lyndon, Managing Director
)
 
 
Kevin C. Weeks, President
)
Directors (Trustees)
 
Fernando A. Costa, Managing Director
)
 
 

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