EX-25.4 9 dhr-2019xs3xexx254.htm FORM T-1 STATEMENT OF ELIGIBILITY Exhibit


Exhibit 25.4
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)
N/A
(State of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
400 South Hope Street, Suite 500
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)
Legal Department
        The Bank of New York Mellon Trust Company, N.A.
240 Greenwich Street
New York, NY  10286
(212) 635-1270
(Name, address and telephone number of agent for service)
___________________________

DH EUROPE FINANCE II S.à r.l.
(Exact name of obligor as specified in charter)

Luxembourg
(State or other jurisdiction of
incorporation or organization)
98-1495002
 (I.R.S. Employer
Identification No.)
1B Heienhaff, L-1736
Senningerberg, Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
(Zip code)

DANAHER CORPORATION
(Exact name of obligor as specified in charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
59-1995548
 (I.R.S. Employer
Identification No.)
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C.
(Address of principal executive offices)
20037-1701
(Zip code)
__________________________
Senior 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 - United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
San Francisco, California 94105
Federal Deposit Insurance Corporation
Washington, D.C. 20429

(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.
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") and 17     C.F.R. 229.10(d).
1.    A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10)
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 pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
4.    A copy of the existing by‑laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
5.    Not applicable.
6.    The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).
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.
8.    Not applicable.
9.    Not applicable.




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 Chicago, and State of Illinois, on the 1st day of July, 2019.
THE BANK OF NEW YORK MELLON
         TRUST COMPANY, N.A.
    
By:     /s/ Richard Tarnas        
Name:    Richard Tarnas
Title:    Vice President    
    





EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business March 31, 2019, 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
 
             815
 
Interest-bearing balances
 
       176,287
Securities:
 
 
 
Held-to-maturity securities
 
0
 
Available-for-sale securities
 
       199,729
 
Equity securities with readily determinable fair values not held for trading
 
 NR
Federal funds sold and securities purchased under agreements to resell:
 
 
 
Federal funds sold
 
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 loan and lease losses
0
 
 
Loans and leases held for investment, net of allowance
0
 
Trading assets
 
0
Premises and fixed assets (including capitalized leases)
 
         26,457
Other real estate owned
 
0
Investments in unconsolidated subsidiaries and associated companies
 
0
Direct and indirect investments in real estate ventures
 
0
Intangible assets
 
       858,559
Other assets
 
         99,990
Total assets
 
 $ 1,361,837
 
 
 
 
LIABILITIES
 
 
Deposits:
 
 
       In domestic offices
 
           4,130
 
Noninterest-bearing
           4,130
 
 
Interest-bearing
0
 
       Not applicable
 
 
Federal funds purchased and securities sold under agreements to repurchase:
 
0
 
Federal funds purchased
 
0
 
Securities sold under agreements to repurchase
 
0
Trading liabilities
 
0
Other borrowed money:
 
 
 
(includes mortgage indebtedness and obligations under capitalized leases)
 
         20,947
Not applicable
 
 
Not applicable
 
 
Subordinated notes and debentures
 
0
Other liabilities
 
       221,915
Total liabilities
 
 $ 246,992
Not applicable
 
 
 
 
 
 
EQUITY CAPITAL
 
 




Perpetual preferred stock and related surplus
 
0
Common stock
 
           1,000
Surplus (exclude all surplus related to preferred stock)
 
       323,719
Not available
 
 
Retained earnings
 
       790,896
Accumulated other comprehensive income
 
            (770)
Other equity capital components
 
0
Not available
 
 
Total bank equity capital
 
     1,114,845
Noncontrolling (minority) interests in consolidated subsidiaries
 
0
Total equity capital
 
     1,114,845
Total liabilities and equity capital
 
 $ 1,361,837


I, Matthew J. McNulty, 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.

Matthew J. McNulty     )    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.

Antonio I. Portuondo, President     )
Michael P. Scott, Managing Director    )    Directors (Trustees)
Kevin P. Caffrey, Managing Director    )