10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Commission File Number 001-10109

Beckman Coulter, Inc.

4300 N. Harbor Boulevard, Fullerton, California 92834-3100 (714) 871-4848

(Principal Executive Offices)

Delaware
State of Incorporation 95-104-0600
I.R.S. Employer Identification No.

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.10 par value
Title of each class New York Stock Exchange
Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

None

      Indicate by X mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x          No o

      Indicate by X mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.     o

      Aggregate market value of voting stock held by non-affiliates of the registrant as of January 25, 2002: $2,749,017,668.

      Common Stock, $.10 par value, outstanding as of January 25, 2002: 61,334,620 shares.

      Documents incorporated by reference in this report:

Documents incorporated	Form 10-K Part Number
Proxy Statement for the 2002 Annual Meeting of Stockholders to be held on April 4, 2002	Part III

TABLE OF CONTENTS

PART I
	Item 2. Properties
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
		CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Tabular dollar amounts in millions, except amounts per share
		CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2001
		CONDENSED CONSOLIDATED BALANCE SHEET
		CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PART III
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 4.12
EXHIBIT 21
EXHIBIT 23
EXHIBIT 99.1

PART I

Item 1.     Business

Overview

      Beckman Coulter simplifies and automates laboratory processes used in all phases of the battle against disease. The Company designs, manufactures, and markets systems which consist of instruments, chemistries, software, and supplies that meet a variety of biomedical laboratory needs. Its products are used in a range of applications, from instruments used for pioneering medical research, clinical trials and drug discovery to diagnostic systems found in hospitals and physicians’ offices to aid in patient care. Beckman Coulter competes in market segments that it estimates totaled approximately $33 billion in annual sales worldwide in 2001. The Company currently has products which address approximately half of that market.

      Beckman Coulter’s product lines include virtually all blood tests routinely performed in hospital laboratories and a range of systems for biomedical and pharmaceutical research. The Company has more than 200,000 systems operating in laboratories around the world, with a substantial portion of its annual revenues coming from after-market customer purchases of operating supplies, chemistry kits, and service. Beckman Coulter markets its products in approximately 130 countries, with approximately 44% of revenues in 2001 coming from outside the United States.

      Beckman Coulter’s principal executive offices are located at 4300 N. Harbor Blvd., Fullerton, California 92835. Its mailing address is P.O. Box 3100, Fullerton, CA 92834-3100. The telephone number is (714) 871-4848.

Company History

      Beckman Coulter adopted its current name in April, 1998. The name change followed the October, 1997 acquisition of Coulter Corporation when the Company was known as Beckman Instruments, Inc.

      Beckman Instruments, Inc. was founded by Dr. Arnold O. Beckman in 1935, and entered the laboratory market with the world’s first pH meter. Beckman Instruments, Inc. became a publicly-traded corporation in 1952. In 1968, Beckman Instruments, Inc. expanded its laboratory instrument focus to include healthcare applications in clinical diagnostics. Beckman Instruments, Inc. was acquired by SmithKline Corporation to form SmithKline Beckman Corporation in 1982. It was operated as a subsidiary of SmithKline Beckman until 1989 when it became a standalone public company. Since that time, Beckman Instruments, Inc., now Beckman Coulter, Inc., has operated as a fully independent, publicly-owned company.

      Coulter Corporation was founded by Wallace and Joseph Coulter in 1958. Coulter was formed to market the “Coulter Counter”, an instrument used to determine the distribution of red and white cells in blood. This instrument was based on the “Coulter Principle”, which was developed by Wallace Coulter in 1948. The Coulter Principle provided an electronic, automatic way of counting and measuring the size of microscopic particles that proved to be the beginning of automated hematology. Coulter Corporation was a private company and remained under the control of the Coulter family until it was acquired by Beckman Instruments, Inc. in 1997.

Customers and Markets — The Biomedical Continuum

      From complex DNA sequencing to simple single-use diagnostic screening kits, Beckman Coulter is one of the largest companies devoted solely to biomedical testing. Beckman Coulter’s customers are continuously searching for processes and systems that can perform tests faster, more efficiently, and at lower cost. To meet these needs, the Company leverages its investment in research and development and uses its core competencies in technology, applications, distribution, and service to create a range of systems that integrate instruments, software, and chemistries for use across the spectrum of biomedical testing.

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Patient Care Testing

      Once diagnostic technologies and tests are generally accepted and receive any necessary regulatory marketing clearances, they become part of routine patient care. Physicians order tests such as cholesterol, glucose, and complete blood cell counts on a daily basis. These tests are used to provide information for diagnosis and to help monitor the efficacy of therapy. Beckman Coulter has one of the broadest product lines available to the diagnostic laboratory. This product breadth allows the Company to provide a systems approach to improving total laboratory productivity. The Company’s systems can perform nearly 100% of the blood tests routinely performed on patient samples in the hospital laboratory. Beckman Coulter has estimated that the patient care testing market was $21 billion in 2001, based on annual worldwide sales.

      Beckman Coulter has top market positions in hematology, hemostasis, and routine chemistry testing. It is also a leader in providing progressive automation solutions that help labs reduce testing turnaround time, lower labor expenses, ensure the quality of testing, and reduce overall healthcare costs. In addition, Beckman Coulter is active in point-of-care testing. These tests are used for rapid diagnosis or on-going patient monitoring. Some tests, such as CBCs (complete blood counts) are performed on analyzers designed for quick, single-sample results. Other tests used to screen for pregnancy, infectious disease, ulcer-causing bacteria, and indications of cancer are performed using disposable, single-use tests.

Research and Development Testing

      Biomedical research, breakthrough medical research, and drug discovery, are currently high growth markets, thanks to advances in genomics and proteomics. With the rough map of the human genome complete, the work that will more directly affect patient care begins as researchers incorporate this information into specific studies to improve therapeutics. All of Beckman Coulter’s products play a role in the biomedical research and development testing area, helping researchers to understand disease by simplifying and automating key testing processes.

      Universities and medical research laboratories represented about 46% of the market for biomedical research in 2000. These groups perform basic medical research to further understand the molecular basis of disease. Biotechnology firms and pharmaceutical companies represent the other 54% of the biomedical research market. They rely on Beckman Coulter’s instrument systems to speed the long and detailed drug discovery process.

      More than 125,000 Beckman Coulter systems operate in life science labs today. The Company is a technological leader in robotic automation/liquid handling, centrifugation and capillary electrophoresis. Beckman Coulter has estimated that the market for biomedical research and development testing in 2001 was approximately $9 billion, based on annual worldwide sales.

Specialty Testing

      Once new therapeutics and vaccines emerge from the research phase, they move into clinical research and eventually into clinical trials to evaluate their effectiveness. In this stage, standard blood chemistry tests are run on patients regularly. At the same time, specialized tests are performed, based on the particular disease state under evaluation.

      As new diagnostic technologies and tests move from research applications into more general patient use, they are often performed in private laboratories or university hospitals. Genetic testing, cancer monitoring and special immune system testing fall into this “specialty testing” category. The market for specialty testing was estimated to be $3 billion in 2001, based on annual worldwide sales.

Market Dynamics

      The size and growth of Beckman Coulter’s markets are influenced by a number of factors, such as technological innovation in bioanalytical practice, government funding for basic and disease-related research (for example, heart disease, AIDS and cancer), research and development spending by biotechnology and pharmaceutical companies, healthcare spending, and physician practice patterns. As a result of the cost

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containment pressures and other factors described above, Beckman Coulter expects its markets to grow in the low single digits over the short term. In the long term, Beckman Coulter expects worldwide healthcare expenditures for diagnostic testing to increase, primarily as a result of growing demand for services generated by the aging of the world population, increasing expenditures on diseases requiring costly treatment (for example, diabetes, AIDS and cancer), and expanding demand for improved healthcare services in developing countries.

      Consolidation also is a key factor affecting the clinical diagnostics market. Attempts to lower costs and increase efficiencies have led to consolidation among healthcare providers in the United States. One result of this consolidation is the formation of powerful provider groups that leverage their purchasing power with suppliers to contain costs. In international markets, multiple hospital tenders have become a standard purchasing tool. Preferred supplier arrangements and combined purchases are becoming more commonplace. Consequently, it has become essential for manufacturers to provide cost-effective diagnostic systems to remain competitive.

      In the life science research market, funding for research and development is projected to increase across private and government sectors. The competitive environment in the drug discovery sector drives growth in biopharma as pharmaceutical companies seek tools that speed the process of drug discovery testing. Industrial genomics, the application of genomic sequencing, is increasing as an out growth of the human genome initiative. Proteomics, the analysis of protein mass, structure and function is emerging. In its infancy is the study of cellomics, cell function and activity. These three key focus areas, genomics, proteomics and cellomics require specific tools and applications to solve testing needs that may be specific to one therapeutic or apply to a broader range of processes used in the research, development and testing of new drugs.

Business Segments

      During 2001, Beckman Coulter served the entire biomedical testing continuum from two business segments — Life Science Research and Clinical Diagnostics. All of the Company’s reporting during 2001 reflected these two segments. Products in the Clinical Diagnostics segment include clinical chemistry systems, immunodiagnostic systems, hematology systems, hemostasis systems, particle characterization systems, cytomics and primary care products. Products in the Life Science Research segment include robotic automation and genetic analysis systems and centrifugation and analytical systems. The following table shows the breakdown of sales between the two market segments:

Product Sales as a Percent of Total Product Sales

	2001		2000		1999
Clinical Diagnostics		77		78		78
Life Science Research		23		22		22

      In early 2001, the Company announced plans to form three divisions — Clinical Diagnostics, Life Science Research and Specialty Testing. This reorganization into three divisions is intended to allow the Company to better address the particular demands of the various portions of the biomedical testing continuum, and, in particular, allow more focus on the specialty testing portion of the continuum. Implementation of this organization and reporting of results reflecting these three business segments is expected to begin in 2002. A description of each segment and its related products is provided below.

Clinical Diagnostics Products

Overview

      The clinical diagnostics market encompasses the detection and monitoring of disease by means of laboratory evaluation and analysis of bodily fluids, cells, and other substances from patients. This type of testing is referred to as “in vitro diagnostic” or “IVD” testing. Due to its important role in the diagnosis and treatment of patients, IVD testing is an integral part of the overall management of patient care. Additionally, IVD testing is increasingly valued as an effective method of reducing healthcare costs by reducing the length

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of hospital stays through accurate, early detection of health disorders and enhancing management of treatment.

      IVD systems are composed of instruments, reagents, consumables, service and data management systems. They automate repetitive manual tasks, improve test accuracy, and speed the reporting of results. Instruments typically have a five- to ten-year life. Reagents are substances that react with the patient sample to produce measurable, objective results. The consumables vary across application segments but are generally items such as sample containers, adapters, and pipette tips used during test procedures. Reagents, accessories, consumables, and services generate significant ongoing revenues for suppliers. Sample handling and preparation devices as well as data management systems are becoming increasingly important components of IVD systems. These system enhancements improve testing quality, enhance lab safety, and reduce customer costs through automation.

      Beckman Coulter believes that the most important criteria customers use to evaluate IVD systems are operating costs, reliability, reagent quality, and service. It also believes that by providing a fully integrated system that is cost effective, reliable and easy to use, it builds loyalty among customers who value consistency and accuracy in test results.

      The major diagnostic fields that comprise the IVD industry are clinical chemistry, immunochemistry, microbiology, hematology and blood banking. The IVD industry market was estimated to be approximately $21 billion in 2001, based on annual sales worldwide. Beckman Coulter primarily serves the hospital and reference laboratory customers of the IVD market, who tend to use more precise, higher volume, and more automated IVD systems. In 2000, hospital and reference laboratory customers constituted approximately $16 billion of the IVD market. Beckman Coulter divides this market into five major subcategories — clinical chemistry, hemostasis, immunodiagnostics, clinical hematology, and primary care.

Clinical Chemistry Systems

      Clinical chemistry systems use electrochemical detection or chemical reactions with patient samples to detect and quantify substances of diagnostic interest (referred to as “analytes”) in blood, urine, and other body fluids. Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins, and enzymes. Beckman Coulter offers a range of automated clinical chemistry systems to meet the testing requirements of varying size laboratories, together with software that allows these systems to communicate with central hospital computers. To save time and reduce the opportunity for errors, systems identify patient samples through barcodes. Automated clinical chemistry systems are designed to be available for testing on short notice, twenty-four hours a day. Beckman Coulter has generally configured its systems for the work flow in medium and large hospitals, but the systems also have application in regional reference laboratories. Over 100 tests for individual analytes are offered for use with Beckman Coulter’s clinical chemistry systems. These products range in price from $45,000 to over $300,000.

      Beckman Coulter’s line of SYNCHRON® automated clinical chemistry systems is a family of products which include modular automated diagnostic instruments and the reagents, standards and other consumable products required to perform commonly requested diagnostic tests. The SYNCHRON systems were developed in response to changes in reimbursement policies for hospital and clinical laboratories that required them to be more efficient. The SYNCHRON systems have been designed as compatible modules which may be used independently or in various combinations with each other to meet the specific needs of individual customers. The smallest of these modules is the SYNCHRON CX®3(Delta Symbol) analyzer. It is designed to perform a number of the tests routinely ordered by physicians and has up to nine on-board chemistries. The SYNCHRON CX®4 PRO, CX®5 PRO, CX®7 Super, CX®9 PRO, and LX®20 PRO analyzers are random-access systems designed to perform routine chemistry profiles as well as some special chemistry profiles. These systems can perform over 85% of the laboratory’s general chemistry testing requirements.

      The SYNCHRON LX20 PRO was introduced in 2001 and is the only clinical system on the market with closed-tube sampling. This feature allows direct sampling from capped patient sample tubes, reducing the risk of spills, exposure to potentially hazardous sample aerosols, and injury from the repetitive motion of removing caps. In 2001, Beckman Coulter also introduced the SYNCHRON CX4 PRO, CX5 PRO, and CX9 PRO

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series of analyzers. These upgraded products provide serum indices, clot detection, on-board sample dilution, and additional data management features to existing and new customers. These features will extend the utility and life of these products in customer laboratories.

Hemostasis Systems

      Hemostasis systems rely on clotting, chromogenic, and immunologic technologies to provide the detailed information that the clinician requires to diagnose bleeding and clotting disorders and to monitor anticoagulant therapy. Beckman Coulter offers a complete line of hemostasis systems and their corresponding reagents as the North American distributor of the Instrumentation Laboratory (“IL”) line of hemostasis products.

      Beckman Coulter’s hemostasis product line has suitable systems to meet the needs of a wide range of customers. These products include Instrumentation Laboratory’s ACL^TM Advance, ACL^TM 9000, and ACL^TM 7000, which provide a diverse menu of esoteric tests. Instrumentation Laboratory’s ACL^TM Advance and ELECTRA^TM 1800C Systems meet the challenges of the large reference laboratories with requirements for very high-volume analyzers. Instrumentation Laboratory’s ACL^TM 7000, ACL^TM 1000, and ELECTRA^TM 1400C accommodate the needs of the medium-to-small sized laboratory. To complement these analyzers, Beckman Coulter also offers Instrumentation Laboratory’s IL and Hemoliance brands of reagents. Utilizing these products, a laboratory may perform standard screening tests such as the activated partial thromboplastin time and prothrombin time in addition to a wide range of specialty tests.

Immunodiagnostic Systems

      Immunodiagnostic systems, like clinical chemistry systems, use chemical reactions to detect and quantify chemical substances of diagnostic interest in blood, urine or other body fluids. The key difference is that immunodiagnostic systems use antibodies and antigens as the central component in analytical reactions. Antibodies are created by an organism’s immune system and, when incorporated in test kits, provide the ability to detect and quantify very low analyte concentrations. Commonly performed tests assess thyroid function, and screen and monitor for cancer and cardiac risk. Immunodiagnostic systems have been designed to meet the special requirements of these reactions and to simplify lab processes. They are able to automatically identify individual patient sample tubes and communicate with the laboratory’s central computer. Beckman Coulter offers over 90 immunodiagnostic test kits for individual analytes. These automated systems range in price from $60,000 to $90,000.

      Beckman Coulter’s two primary immunodiagnostic systems are the IMMAGE® immunochemistry system and the Access® immunoassay system. The IMMAGE system is a high-throughput immunochemistry analyzer for specific proteins, various immunologic markers, and therapeutic drugs. This system provides automated random-access testing which allows the operator to mix samples at random, eliminating the need to analyze in batches. The Access system serves as a disease state management platform used to assist medical professionals to detect and monitor critical parameters for thyroid function, anemia, blood viruses, infectious disease, cancer, allergy, fertility, therapeutic drugs, diabetes, and cardiovascular and skeletal diseases.

      During 2001, Beckman Coulter introduced the Access® 2 immunoassay system. The new system utilizes all current Access system assays and provides enhanced user interface and sample handling capabilities. The Access® AccuTnI^TM cardiac test, which is used to aid in the diagnosis and treatment of heart attacks, also was introduced in 2001. This new test is a highly sensitive, twelve-minute test that measures levels of Tropinin I, a protein that is released into the bloodstream after a heart attack.

      Beckman Coulter also offers a number of electrophoresis systems. These systems provide analytical information by using an electrical charge to separate a sample into its various components. The presence or absence of various components as well as the relative concentrations of each provide diagnostic information. The relative concentration of each component is determined by scanning the test result using a densitometer. Beckman Coulter sells a variety of manual and automated electrophoresis products under the name Paragon® systems. The manual Paragon® electrophoresis systems allow Beckman Coulter to offer a full range of electrophoresis products that provide specialized protein analysis for clinical laboratories. Paragon reagent kits are used in the diagnosis of diabetes, as well as cardiac, liver, and other diseases. The APPRAISE®

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densitometer is used in conjunction with Paragon reagent kits. The Paragon CZE® 2000 system was the first automated capillary electrophoresis system specifically designed for the clinical laboratory. This system is designed to fully automate the manual and labor intensive conventional electrophoresis analysis of serum protein electrophoresis (SPE) and immunofixation electrophoresis (IFE). Positioned to complement the Paragon gels and the APPRAISE densitometer, the Paragon CZE 2000 clinical system is targeted at high-volume electrophoresis labs worldwide.

Primary Care Diagnostics

      Primary care diagnostic products are used in physicians’ office laboratories, clinics, hospitals, and other medical settings. These products include a range of rapid diagnostic test kits and hematology instruments that give physicians immediate information to help them manage patient treatment. The Hemoccult® and Hemoccult® SENSA® tests are the accepted standard in fecal occult blood testing and are used as aids in screening for gastrointestinal disease and colorectal cancer. The Gastrocult® test is the only rapid test designed specifically for gastric occult blood and pH testing. The FlexSure® HP test is used to aid in the diagnosis of H. pylori infection, which is associated with peptic ulcers. The ICON® Fx Strep A test detects Strep A antigen from throat swabs, giving results in 2 to 5 minutes, so appropriate treatment can begin immediately. The ICON® II hCG is the “gold standard” in pregnancy testing, detecting the lowest levels of hCG.

Hematology Systems

      Beckman Coulter’s blood cell systems use the principles of physics, optics, electronics, and chemistry to separate cells of diagnostic interest and then quantify and characterize them. These systems allow clinicians to study formed elements in blood such as red and white blood cells and platelets. The most common diagnostic result is a “CBC” or complete blood count, which provides eight to twenty-three blood cell parameters. The results from hematology systems are used to aid diagnosis and to monitor disease progression and treatment.

      Beckman Coulter’s hematology product line is structured to address the differing requirements of the high, medium, and low volume portions of this market. The systems in the higher volume segment utilize volume, conductivity, and light scatter (VCS) technology in addition to conventional, electrical aperture-impedance (Coulter Principle) technology. Unlike other technologies, the Coulter VCS method counts and characterizes white blood cells while maintaining their near native integrity throughout the analysis. The systems in the lower volume segment rely exclusively upon electrical aperture-impedance technology.

      Systems designed for the high-volume segment include the COULTER®LH 700 series of hematology systems, the GEN • S^TM CELL, and the COULTER® STKS^TM hematology systems. The COULTER® LH 750 hematology system was introduced in 2001. The system offers random-access capability to improve laboratory efficiency and productivity. It also provides walk away, whole blood analysis for CBCs, five-part white blood cell differential plus enumeration of nucleated red blood cells, red cell morphology, and reticulocyte analysis with automated slide making and staining from a single aspiration of blood. The system automates manual interpretation and result verification through its data management workstation.

      The GEN • S system provides walk away, whole blood analysis for CBCs, five-part white blood cell differential, red cell morphology, and reticulocyte analysis with automated slide making and staining. In addition, the system automates manual interpretation and result verification through its data management workstation. The STKS is a cost-effective system designed for the high-volume clinical laboratory, which provides a CBC and five-part white blood cell differential; red cell morphology, and semi-automated reticulocyte analysis. These high-volume hematology systems typically sell in the $70,000 to $120,000 price range.

      Moderate volume hematology systems include the COULTER® HmX and the COULTER® MAXM^TM hematology systems. These systems offer the technology features of larger systems in a compact bench top system designed for the moderate volume market segment. The HmX is available in two configurations, a fully automated walk away system and a single-sample loading system. Both systems come with a data management system. The COULTER HmX hematology system offers the same comprehensive CBC, five-part white blood cell differential, red cell morphology, and semi-automated reticulocyte analysis as the

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COULTER STKS. The system uses Coulter’s advanced VCS technology in an affordable instrument for the moderate volume workload laboratory. The MAXM hematology system is a cost effective, bench top system designed for the moderate volume laboratory. The system utilizes Coulter’s VCS technology to produce an accurate and reliable CBC, five-part white blood cell differential, and semi-automated reticulocyte analysis. These moderate volume hematology systems typically sell in the $40,000 to $75,000 price range.

      Low-volume hematology systems include the COULTER® Ac•T^TM family of hematology systems. The COULTER Ac•T hematology analyzer offers a complete blood count. The COULTER Ac•T diff adds three-part white blood differential analysis to the system. The COULTER Ac•T diff 2^TM added the safety of closed vial sampling to the CBC and three-part white blood cell differential analysis capabilities. Finally, the COULTER Ac•T 5 diff^TM system, introduced in 2001, offers the capability of CBC and five part white cell differential using ACV technology. All of the Ac•T series hematology analyzers are designed to use a very small sample volume, making them ideal for analysis of pediatric samples. These low volume hematology systems typically sell in the range of $10,000 to $35,000.

Specialty Testing Products

Overview

      Specialty testing focuses on customers in medical centers, reference laboratories, and pharmaceutical research organizations who perform clinical trials, conduct disease related research, and perform esoteric testing. The clinical trials portion of this customer base focuses on the development of new drugs and vaccines. As part of this process, they perform controlled clinical studies to evaluate drug safety and effectiveness. The Cytomics and Immunomics operations of Specialty Testing provide effective tools and chemistries to perform these functions. Disease-related research focuses on specific clinical diseases, such as diabetes, cardiac conditions, leukemia, lymphoma, and many others.

      Esoteric testing involves the evaluation of clinical applications prior to obtaining regulatory approvals. The types of tests currently under evaluation include blood tests for prions, HIV viral loading, HIV genotyping, neural tumor diagnosis, loss of heterozygosity, and others. Beckman Coulter currently offers products that address all areas of this market via its Immunomics, Cytomics, and Particle Characterization operations. In 2002, Beckman Coulter expects to create a molecular diagnostics unit to address opportunities in this new and promising field. Beckman Coulter estimates that the market for specialty testing was $3 billion in 2001.

Immunomics

      In 2000, Beckman Coulter formed its Immunomics Operations to develop and introduce products based on a proprietary technology which allows direct ex vivo quantitation of antigen specific T cells. Current methods for detecting these antigen specific T cells, such as Cytotoxicity Assay, Limiting Dilution Assay (LDA), and ELISpot, are cumbersome, and convenient reagents for them have not been available. Beckman Coulter’s products, on the other hand, will be suitable for routine laboratory use, measure all antigen specific cells, and allow multiparametric flow analysis for functional determinations.

      This line of products — called iTAg^TM MHC Tetramers — initially will include standard research products and custom products designed to meet the needs of researchers measuring the response to specific peptides. Performed on flow cytometers, these cellular immune response tests can be used in a variety of clinical research activities, such as in clinical trials to quickly determine if new vaccines or therapies are creating the appropriate response in the body. Ultimately, Beckman Coulter anticipates that complementary IVD tests will be developed using the same technology. During 2001, Beckman Coulter introduced three additional ready-to-use MHC Tetramer research reagents for Cytomegalovirus (CMV), Epstein-Barr Virus (EBV), and Influenza.

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Cytomics

      Flow cytometers rapidly count and categorize multiple types of cells in suspension. They extend analysis further by identifying a specific cell’s characteristics, thereby allowing researchers to analyze specific cell populations. This analysis can be performed beyond blood to include bone marrow, tumors, and other cells. The rise of the AIDS epidemic and the need to monitor subclasses of white cells have moved cytometry from a largely research technique into general clinical practice. Beckman Coulter has a menu of more than 1,300 flow cytometry tests currently used in researching, diagnosing, and monitoring diseases such as leukemia, HIV, and various cancers, as well as in the evaluation of bone marrow and other transplants.

      Beckman Coulter’s line of flow cytometry systems includes the COULTER® EPICS® ALTRA^TM HyPerSort Cell Sorting System and the COULTER® EPICS® XL^TM Flow Cytometer. The EPICS ALTRA system is used for advanced diagnostics and research. It is designed to perform sophisticated cell analysis and sorting applications using Beckman Coulter’s extensive portfolio of reagents. The EPICS ALTRA performs complex multi-parameter applications such as DNA analysis, physiologic measurements, chromosome enumeration, and the study of the hematopoetic process. The cell sorting capability of the system allows for the rapid separation of very large numbers of specific cell populations from a heterogeneous mixture. The EPICS XL flow cytometer is a bench top flow cytometer used primarily to analyze white blood cells in clinical and clinical research settings. Because the system is flexible and upgradeable with varying sample preparation systems, it has proven successful in different environments, from research labs to high- and low-volume hospital and commercial labs. These products sell in the $70,000 to $400,000 range.

      The Coulter TQ-Prep^TM provides a consistent, standardized method for preparing whole blood for flow cytometric analysis. The Coulter PrepPlus^TM workstation was introduced in 2000. The PrepPlus provides precision pipetting of reagents and controls. Working in concert with the TQ-Prep, the PrepPlus further simplifies and automates the pre-preparation stage of flow cytometric analysis. An enhanced model of the PrepPlus, the Coulter PrepPlus^TM 2 was released in 2001. These products sell for $15,000 to $300,000.

Particle Characterization

      Particle characterization products are used to identify specific characteristics (such as number, size, and relative mobility) of particles suspended in solution. They are also used to identify characteristics such as surface area and pore size distribution of powdered or solid materials. Beckman Coulter’s particle characterization product lines utilize seven different technologies to satisfy markets such as biological research and pharmaceutical development as well as a host of industrial processes. With their origins rooted in the Coulter Principle, these products have evolved a large menu of solutions to satisfy customer needs in analysis of countless materials.

      Two of the main product lines are the Multisizer 3 and the Z Series. These “Coulter Counter” based instruments are considered to be the highest resolution particle and cell size/count analyzers in the world. They have become standardized systems in areas such as platelet cell counting and research for body fluids. They also have uses in a number of industrial processes. Complementing these products are other high resolution instruments such as the LS Series laser diffraction particle size analyzers. These systems are heavily used in the pharmaceutical arena as well as general industrial applications such as paints and cements. Other systems available offer users solutions utilizing image analysis, surface area analysis, Zeta Potential, and membrane porosity analysis. System prices range from $9,000 to $80,000.

Molecular Diagnostics

      Molecular Diagnostics is an emerging and promising field that includes genotyping, DNA testing, and infectious disease testing. These applications are being used today to identify genetic susceptibility to diseases or as diagnostic tools. Increasingly, new tests are being developed in this area as knowledge of the genome and its functioning continues to expand. Beckman Coulter will begin focusing on this commercial opportunity in 2002, seeking opportunities to apply its proprietary intellectual property and looking for opportunities to complement these technologies through alliances and acquisitions.

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Life Science Research Products

Overview

      Life science research is the study of the characteristics, behavior, and structure of living organisms and their component systems. Life science researchers utilize a variety of instruments and related biochemicals and supplies in the study of life processes. Beckman Coulter focuses on customers doing research in university and medical school labs, research institutes, government labs, and biotechnology and pharmaceutical companies. Beckman Coulter estimates that the market for life science research instruments and related biochemicals and supplies used by these customers was approximately $9 billion in 2001.

      The products which Beckman Coulter provides to serve these customers include centrifuges, liquid handling robotic workstations, capillary electrophoresis systems, DNA sequencers, DNA synthesis chemicals, spectrophotometers, HPLC systems, pH meters, and liquid scintillation counters. Trends in the life science research market include growth in funding for proteomic, genomic, and functional analysis of cells for purposes of basic biomedical research and for genetic analysis and drug discovery research. Drug discovery research has further facilitated an increased demand for automation and efficiency in high-throughput processes. Beckman Coulter divides its life science research products into two broad categories — robotic automation and genetic analysis, and centrifugation and analytical systems.

Robotic Automation and Genetic Analysis Products

      Beckman Coulter’s products are used in many parts of the drug discovery process. An important application for the robotic automation products is in primary screening. The primary screen is performed to test libraries of compounds for possible interaction with a target protein, which is associated with a disease state. High-throughput screening is a term that is often used to describe a testing process that involves the screening of 100,000 or more compounds. Other important drug discovery applications which can also require samples to be processed in an automated or high-throughput mode include target identification, secondary screening, and pre-clinical testing.

      The Human Genome Project, the SNP Consortium, and a host of “gene hunter” companies are currently providing valuable genetic information to pharmaceutical companies that allows the pharmaceutical companies to select relevant target proteins. The analysis of massive amounts of genetic information requires the automation of sample processing in order to meet the aggressive timetables which have been established for some of these projects.

      DNA sequencers allow researchers to determine a nucleic acid sequence through an electrophoretic separation. DNA synthesizers use specialized chemicals as building blocks to create primers and probes, which are required for many molecular biology reactions. These techniques are central to molecular biology and the understanding of the genetic component of life processes. Beckman Coulter’s primary entry in the DNA sequencing field is its CEQ^TM 2000XL DNA analysis system, which was introduced in 2000. This system uses capillary electrophoresis technology along with Beckman Coulter’s proprietary linear polyacrylamide gel to obtain large reads of genetic code in less time. DNA analysis systems sell in the range of $80,000 to $120,000.

      SNPs (single nucleotide polymorphisms) are variations in genetic code that can predispose people to certain illnesses and cause unique responses to treatment. Scientists hope to understand how and when these genetic variations are manifested differently in chronic conditions like asthma, diabetes, heart disease, and cancer. Beckman Coulter’s CEQ 2000 DNA sequencers may be utilized by its customers to analyze SNPs and their underlying sequences. Beckman Coulter has further collaborated with companies such as Third Wave Technologies, Orchid BioSciences, and Sequenom to develop new methods for faster SNP analysis using products such as Beckman Coulter’s Biomek® automated laboratory workstations and SAGIAN^TM Core systems to streamline the task. These products provide customers with the means to perform low-cost, automated assay development as well as accurate analysis of tens of thousands of human genetic variations.

      Liquid handling robotic workstations and integrated systems automatically perform exacting and repetitive processes in biotechnology and drug discovery laboratories. Operations include the dispensing,

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measuring, dilution, and mixing of samples and analysis of reactions as well as robotic manipulation of samples. Key products in this area are Beckman Coulter’s SAGIAN^TM Core systems and its Biomek® FX automated laboratory workstation, which was introduced in 2000. These products use sophisticated scheduling and data handling software to help biotechnology and pharmaceutical firms substantially reduce the time to market for new drugs by allowing them to process assays 24 hours a day. In 2001, Beckman Coulter introduced tube-to-plate, 384-well, and 1536-well pipetting options for use on these systems. Prices for these systems range from $50,000 to $500,000.

      In 2000, Beckman Coulter signed distribution agreements with Cellomics, Inc. and Promega Corporation to sell their specialized products in concert with its automation systems. In 2001, Beckman Coulter became the exclusive distributor of Cellomics’ array scan products. These products are used in drug discovery applications to measure multiple cellular responses to experimental drugs in an automated, high-throughput fashion. In 2001, Beckman Coulter also expanded its relationship with Promega to include distribution of additional nucleic acid purification products, giving researchers a fast, automated approach to obtain DNA. In addition, Beckman Coulter automated Promega’s DNA IQ^TM purification chemistry on the Biomek 2000 workstation. This combination will enable forensic scientists to compress the time it takes to extract DNA from a sample. In 2001, Beckman Coulter acquired Anthos Labtec Instruments GmbH, obtaining microplate reader detection capability. Microplate readers allow highly parallel analysis of biomolecules and are standard tools used in life science research and drug discovery operations.

Centrifugation and Analytical Systems

      Beckman Coulter offers a wide range of life science research systems that are used to advance basic understanding of life processes. Much of this basic research is performed in university and medical school labs, research institutes and government labs. The same research systems are also used for applied research in pharmaceutical and biotechnology companies. Product categories include centrifuges, high performance liquid chromatography (“HPLC”), capillary electrophoresis, spectrophotometers, pH meters, and liquid scintillation counters.

      Centrifuges separate liquid samples based on the density of the components. Samples are rotated at up to 130,000 revolutions per minute to create forces that exceed 1,000,000 times the force of gravity. These forces result in a nondestructive separation that allows proteins, DNA, viruses, and other cellular components to retain their biological activity. Beckman Coulter’s centrifuges also are finding uses in genomic and proteomic research, where the instruments increase productivity in sample preparation. Centrifuge models range from small table top units, such as the Microfuge® line of products to larger, free-standing units, such as the Avanti® J Series. During 2000, Beckman Coulter introduced its Avanti J-20XP high performance centrifuge, which is used for processing large-volume samples. In 2001, Beckman Coulter introduced a number of specialized rotors and accessories used in bioresearch applications. Centrifuges are priced from $2,000 to $250,000.

      HPLC uses pressurized solvents to mobilize sample mixtures through columns packed with solid or gel phase separating agents. This technique is capable of separating very complex mixtures of both organic and inorganic molecules. Beckman Coulter focuses on biologically related applications and sells a variety of products under the System Gold® name. These systems range in price from $20,000 to $50,000.

      Beckman Coulter also provides Lab Manager, specialized laboratory information management system software that is capable of recording, manipulating and archiving data from multiple chromatographic systems, and other instruments. This type of software is essential to the pharmaceutical production process and installations can range from $20,000 to over $1,000,000.

      Capillary electrophoresis uses the electrical charge found on biological molecules to separate mixtures into their component parts. Its chief advantages are its ability to process very small sample volumes, separation speed, and high resolution. The technique is considered a complement to HPLC and is highly effective in rapid separation and analysis of proteins and modified proteins, such as glycoproteins. Beckman Coulter has systems for basic research, pharmaceutical methods development, and quality control. These systems are

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based on the P/ACE^TM series platform. Capillary electrophoresis systems sell in the range of $30,000 to $90,000.

      Spectrophotometry is the optical measurement of compounds in liquid mixtures. Monitoring biological reactions is a typical application for this technology. Beckman Coulter’s DU® series of spectrophotometers are characterized by adaptive software that allows users to control the time, temperature and wavelength of light used for measurement, while computing and recording experimental results. Spectrophotometers sell in the $2,000 to $30,000 range.

      Researchers often insert radioactive atoms into compounds that are then introduced into biological systems. The compounds can be traced to a specific tissue or waste product by measuring the amount and type of radioactive label that is present with a liquid scintillation counter. Beckman Coulter’s LS^TM 6500 series liquid scintillation systems sell in the $16,000 to $30,000 range.

Competition

      All of Beckman Coulter’s markets have significant barriers to entry. One major barrier is the research and development investment and technical infrastructure needed to develop complex products which require the integration of engineering, life science (biological and chemical), and computer science disciplines. In addition, it is necessary to have an extensive worldwide distribution infrastructure with highly qualified personnel to provide sales, service, customer training, and technical product support. Also, in some cases, permission to market clinical diagnostics products must be obtained from regulatory authorities in the United States and other countries.

      Nevertheless, Beckman Coulter encounters significant competition from many domestic and international manufacturers, with many companies participating in one or more parts of each market segment. Some of these competitors are divisions or subsidiaries of corporations with substantial resources. In addition, Beckman Coulter competes with several companies that offer reagents, consumables and service for laboratory instruments that are manufactured by Beckman Coulter and others.

      Competitors in the clinical diagnostics market include Abbott Laboratories (Diagnostics Division), Bayer AG (Diagnostics Business Group), Dade Behring, Becton Dickinson and Company (BD Bioscience), Johnson & Johnson (Ortho-Clinical Diagnostics, Inc.), Roche Group (Diagnostics Division), Diagnostic Products Corporation, Diagnostica Stago, and Sysmex Corporation. Competitors focused more directly in the life science research market include Agilent Technologies (Chemical Analysis Group), Amersham Biosciences, Bio-Rad Laboratories, Inc., Hitachi High-Technologies Corporation (Life Sciences), PerkinElmer, Inc., Applera Corporation (Applied Biosystems), Shimadzu Corporation, Tecan Group, Ltd., Waters Corporation, SPX Corporation (Kendo Laboratory Products), Jouan Group, and Thermo Electon Corporation (Life Sciences).

Research and Development

      Beckman Coulter’s new products originate from four sources: (1) internal research and development programs; (2) external collaborative efforts with individuals in academic institutions and technology companies; (3) devices or techniques that are generated in customers’ laboratories; and (4) business and technology acquisitions. Development programs focus on production of new generations of existing product lines as well as new product categories not currently offered. Areas of pursuit include innovative approaches to cell characterization, immunochemistry, molecular biology, advanced electrophoresis technologies, and automated sample processing and information technologies. Beckman Coulter’s research and development teams are skilled in a variety of scientific, engineering, and computer science disciplines, in addition to a broad range of biological and chemical sciences. Beckman Coulter’s research and development expenditures were $189.6 million in 2001, $185.0 million in 2000, and $173.4 million in 1999.

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Sales and Service

      Beckman Coulter has sales in more than 130 countries and maintains its own marketing, service and sales forces in major markets throughout the world. Most of Beckman Coulter’s products are distributed by Beckman Coulter’s sales groups; however, Beckman Coulter employs independent distributors to serve those markets that are more efficiently reached through such channels. In addition to direct sales of its instruments, Beckman Coulter leases certain instruments to its customers, principally those used for clinical diagnostic applications in hospitals.

      Beckman Coulter’s sales representatives are technically educated and trained in the operation and application of Beckman Coulter’s products. The sales force is supported by a staff of scientists and technical specialists in each product line and in each major scientific discipline served by Beckman Coulter’s products. These individuals give Beckman Coulter the ability to provide immediate after sales service and technical support, elements which are critical to customer satisfaction. This includes capabilities to provide immediate technical support by phone and to deliver parts or have a service engineer on site within hours. To have such capabilities on a global basis requires a major investment in personnel, facilities, and other resources. Beckman Coulter’s large, existing installed base of instruments makes the required service and support infrastructure financially viable. Beckman Coulter considers its reputation for service responsiveness and its worldwide sales and service network to be important competitive assets.

Patents and Trademarks

      Beckman Coulter’s primary trademark and trade name are “Beckman Coulter”. The company vigorously protects its primary trademark, which is used on Beckman Coulter’s products and is recognized throughout the worldwide scientific and diagnostic community. Beckman Coulter owns and uses secondary trademarks on various products. Its primary secondary mark is “Coulter”. The other secondary trademarks are not considered of primary importance to the business.

      To complement and protect the innovations created by Beckman Coulter’s research and development efforts, Beckman Coulter has a patent protection program which includes approximately 519 active U.S. patents and 110 U.S. patent applications. Of this number, approximately 175 patents and 40 applications relate to the life science research segment and the remaining 344 patents and 70 applications relate to the clinical diagnostics segment. Beckman Coulter also files important corresponding applications in principal foreign countries. While no one patent is considered essential to the success of the business, Beckman Coulter has taken an aggressive posture in protecting its patent rights.

Government Regulations

      Beckman Coulter’s products and operations are subject to a number of federal, state, local and foreign laws and regulations. It believes that its products and operations comply in all material respects with these laws and regulations. Although Beckman Coulter continues to make expenditures to comply with these requirements, it does not anticipate any expenditures which would have a material impact on Beckman Coulter’s operations or financial position.

      All clinical diagnostics products sold in the United States are subject to laws and regulations administered by the United States Food & Drug Administration (“FDA”). These laws and regulations require the products to be safe and effective for their intended uses and to be developed and manufactured in accordance with “good manufacturing practices”. They also require the labeling for the products to contain specified information and, in some cases, the FDA must review and approve the quality assurance protocols specified in the labeling. In addition, certain products must meet performance standards or conform to other special controls adopted by the FDA, and some products are subject to a formal premarket approval process.

      In 1993 the member states of the European Union (“EU”) began implementation of their plan for a new unified EU market with reduced trade barriers and harmonized regulations. The EU adopted a significant international quality standard, the International Organization for Standardization Series 9000 Quality Standards (“ISO 9000”). Beckman Coulter’s major manufacturing operations and development centers have

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been certified as complying with the requirements of the appropriate ISO 9000 standard. Many of Beckman Coulter’s international sales and service subsidiaries also have been certified as complying.

      The EU also has adopted a number of “directives” that specify requirements for medical devices and other products. Beckman Coulter’s products that are covered by these directives must comply with their requirements in order to be sold in the EU. The key directives that have been applicable to Beckman Coulter’s products include those establishing requirements for electromechanical compatibility, packaging and packaging waste, and non-implantable medical devices. In order to comply with these requirements, the company has taken steps such as modifying certain of its designs, obtaining specialized test equipment, generating information about its packaging materials, and modifying its product labeling. In 1999, the EU adopted a new directive establishing requirements for in vitro diagnostic products. This directive is being phased in, beginning in 2000, and will become mandatory in December 2003.

      The design of Beckman Coulter’s products and the potential market for their use may be directly or indirectly affected by U.S. and foreign regulations governing reimbursement for clinical testing services. Health care reform efforts in the United States and in some foreign countries also may further alter the methods and financial aspects of doing business in the health care field. Beckman Coulter closely follows these developments so that it may position itself to respond to them. However, Beckman Coulter cannot predict the effect on its business of these reforms should they occur nor of any other future government regulation.

Environmental Matters

      Information with respect to the above-captioned item is incorporated by reference to Note 12, “Commitments and Contingencies” of the Consolidated Financial Statements included in Item 8 of this report.

Employee Relations

      As of December 31, 2001, Beckman Coulter had approximately 7,476 employees located in the United States and approximately 2,618 employees in international operations. Beckman Coulter believes its relations with its employees are good.

Geographic Area Information

      Information with respect to the above-captioned item is incorporated by reference to Note 14, “Business Segment Information” of the Consolidated Financial Statements included in Item 8 of this report.

Forward Looking Statements

      This report on Form 10-K, the Company’s quarterly reports on Form 10-Q, its other SEC filings, its press releases, and its other written and oral statements throughout the year may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be recognized by the use of terms such as “should”, “outlook”, “anticipates”, “expects”, and “foresees”. All forward-looking statements are based on information available and the Company’s expectations at the time they are made, and are subject to a number of risks and uncertainties, some of which are beyond the Company’s control.

Sales

      The Company’s ability to achieve its anticipated level of sales is affected by factors such as capital spending policies and the availability of government funding. In particular, many life science research customers are reliant on government funding and a number of clinical diagnostics customers rely on prompt and full reimbursement by Medicare and equivalent programs in other countries. Sales also are impacted by the effect of potential health care reforms, loss of market share through aggressive competition, the rate at which new products are introduced by the Company and its competitors, comparative pricing, especially in

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areas where currency has an effect, and general economic conditions in significant foreign countries in which the Company does business, such as Japan and Germany.

Earnings and Financial Results of Operations

      Actual earnings may differ from those estimated due to factors such as changes in foreign currency exchange rates. Earnings also may be impacted by unanticipated increases in interest rates on the portion of the Company’s debt that is not fixed, thereby increasing the Company’s interest expense. Earnings per share (EPS) may be affected by the number of shares outstanding and, with respect to diluted EPS, the number and value of options outstanding. The effect of taxes and changes in tax policy also may have an effect, as may unanticipated increases in labor and other costs. In recent years, consolidation among health care providers and the formation of buying groups has put pressure on pricing. These pressures challenge the Company’s ability to maintain historical profit margins, unless it can also obtain equivalent decreases in operating costs.

Products

      Expected introductions of new products may be impacted by complexity and uncertainty regarding development of new high-technology products. In addition, the Company’s ability to introduce new products and to continue marketing existing products may be affected by patents and other intellectual property. Introduction of new products may be affected by delays in obtaining any government approvals necessary to market the products, particularly in clinical diagnostics. Introduction of new products also may be delayed due to shortages in qualified engineers, programmers, and other key labor categories. The ability to obtain raw materials and components, especially in the rapidly evolving electronic components market, usually does not affect the introduction of new products, but may affect the Company’s ability to achieve anticipated production levels.

Item 2.     Properties

      Beckman Coulter’s primary instrument assembly and manufacturing facilities are located in Fullerton, Brea, and Palo Alto, California; Chaska, Minnesota; and Miami, Florida. Components, parts, and electronic subassemblies are manufactured in facilities located in Fullerton and Porterville, California and Hialeah, Florida. An additional manufacturing facility is located in Galway, Ireland. Reagents are manufactured in Fullerton, Carlsbad, and Palo Alto, California; Chaska, Minnesota; Miami, Florida; Florence, Kentucky; Galway, Ireland; Germany; France; Japan; Australia; and China.

      Part of Beckman Coulter’s computer software products business is located in Allendale, New Jersey, its facility for the production of Hemoccult test kits and related products is located in Sharon Hill, Pennsylvania, and its facility for production of microplate readers is in Salzburg, Austria. A portion of Beckman Coulter’s laboratory robotics operations are conducted in facilities located in Indianapolis, Indiana. Beckman Coulter’s principal distribution locations are in Brea and Fullerton, California; Chaska, Minnesota; Somerset, New Jersey; Dusseldorf, Germany; and Paris, France. Beckman Coulter’s European Administration Center is located in Nyon, Switzerland.

      Beckman Coulter owns the facilities located in Carlsbad, Fullerton, and Porterville, California; and some of the facilities in Hialeah, Florida. All of the other facilities are leased. The Brea and Palo Alto, California; Miami, Florida; and Chaska, Minnesota facilities, which were previously owned by Beckman Coulter and sold in 1998, are leased for initial terms of twenty years with options to renew for up to an additional thirty years. All manufacturing facilities located outside of the U.S. are leased.

      Beckman Coulter believes that its production facilities meet applicable government environmental, health and safety regulations, and industry standards for maintenance, and that its facilities in general are adequate for its current business.

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Item 3.     Legal Proceedings

      Information with respect to the above-captioned item is incorporated by reference to Note 12, “Commitments and Contingencies” of the Consolidated Financial Statements included in Item 8 of this report.

Item 4.     Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of stockholders during the fourth quarter of 2001.

Executive Officers of Beckman Coulter

      The following is a list of the executive officers of Beckman Coulter as of February 6, 2002, showing their ages, present positions and offices with Beckman Coulter and their business experience during the past five or more years. Officers are elected by the Board of Directors and serve until the next annual Organization Meeting of the Board. Officers may be removed by the Board at will. There are no family relationships among any of the named individuals, and no individual was selected as an officer pursuant to any arrangement or understanding with any other person.

     John P. Wareham, 60, Chairman of the Board, President and Chief Executive Officer

      Mr. Wareham became Chairman in February 1999, Chief Executive Officer in September 1998 and President in October 1993. He also served as the Company’s Chief Operating Officer from October 1993 to September 1998 and as Vice President, Diagnostic Systems Group from 1984 to 1993. Prior to 1984, he had served as President of Norden Laboratories, Inc., a wholly owned subsidiary of SmithKline Beckman Corporation engaged in developing, manufacturing and marketing veterinary pharmaceuticals and vaccines, having first joined SmithKline Corporation, a predecessor of SmithKline Beckman Corporation, in 1968. He is a director and past Chairman of AdvaMed, the Advanced Medical Technology Association (formerly the Health Industry Manufacturers Association), a member of the Board of Trustees of the Manufacturers Alliance/ MAPI, a member of the Center for Corporate Innovation, a member of the Chief Executive Roundtable of the University of California — Irvine, a member of the Advisory Council of the Keck Graduate Institute of Applied Life Sciences, and a director of Steris Corporation. He has been a director of Beckman Coulter since 1993.

     George E. Bers, 51, President, Life Science Research Division

      Mr. Bers was named President, Life Science Research in March 2001. He had been Vice President of Business Development at Nanogen, Inc. since June 2000 and prior to that had a twenty-four year career with Bio-Rad Laboratories, Inc., serving in many key management positions including Vice President, Group Manager Clinical Diagnostics and Vice President, Group Manager Molecular Biosystems. Mr. Bers joined Beckman Coulter in 2001.

     James T. Glover, 52, Vice President and Treasurer

      Mr. Glover was named Vice President and Treasurer in December 1999. He had been Vice President and Controller of Beckman Coulter since 1993, and previously Vice President, Controller — Diagnostic Systems Group from 1989. Mr. Glover joined Beckman Coulter in 1983, serving in several management positions, including a two-year term at Allergan, Inc., then a Company affiliate. Prior to 1983, he held management positions with KPMG LLP and another Fortune 500 Company.

     Amin I. Khalifa, 48, Vice President and Chief Financial Officer

      Mr. Khalifa has been Vice President and Chief Financial Officer since December 1999. He first joined Beckman Coulter in June 1999 as Vice President, Chief Financial Officer and Treasurer. Prior to joining Beckman Coulter he had been Chief Financial Officer of the Agricultural Sector of Monsanto Company, head

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of Investor Relations and Strategy for Aetna, Inc., Vice President and Chief Financial Officer of Aetna Health Plans, and held various positions of increasing responsibility at PepsiCo.

     Fidencio Mares, 55, Vice President, Human Resources and Corporate Communications

      Mr. Mares was named Vice President, Human Resources and Corporate Communications of Beckman Coulter in 1995. Prior thereto he had been President of The Gas Company of Hawaii. Before that he was Senior Vice President of Administration and Human Resources for Pacific Resources, Inc., Corporate Wage and Salary Manager and Corporate Human Resources Services Manager for Getty Oil Company/ Texaco, Inc., and held various human resources managerial positions at Southern California Edison.

     William H. May, 59, Vice President, General Counsel and Secretary

      Mr. May has been Vice President, General Counsel, and Secretary of Beckman Coulter since 1985 and has been General Counsel and Secretary of Beckman Coulter since 1984. Mr. May first joined Beckman Coulter in 1976. Mr. May is a member of the Board of Directors of the Arnold and Mabel Beckman Foundation.

     Edgar E. Vivanco, 58, President, Specialty Testing Division

      Mr. Vivanco was named President, Specialty Testing in March 2001. He had been Senior Vice President, Diagnostics Development and Corporate Manufacturing since January 1999. Mr. Vivanco had also been President of Coulter Corporation and Vice President of the Cellular Analysis Division since November 1997, and previously was Vice President of the Biotechnology Development Center. Mr. Vivanco joined Beckman Coulter in 1971 as a microbiologist at the Microbics Operations in La Habra, California. In 1973, he moved to Carlsbad as a Development Microbiologist and became Production Manager in 1975, Manufacturing Manager in 1978, and Site Manager in 1986. In 1987, he became Technical Operations Manager for the Diagnostics Operations and in 1990, became Director of Worldwide Reagents and Chemical Processing.

     Albert R. Ziegler, 63, President, Clinical Diagnostics Division

      Mr. Ziegler was named President, Clinical Diagnostics in March 2001. He had been Senior Vice President, Diagnostics Commercial Operations since January 1999. Mr. Ziegler had also been Vice President, Clinical Chemistry Division since October 1997 and Vice President, Diagnostics Development Center since 1994. He joined Beckman Coulter in 1986 as Vice President, North America Operations for the Diagnostic Systems Group. Prior thereto, he had been President of Branson Ultrasonics Corporation, a manufacturer of industrial ultrasound instruments and a subsidiary of SmithKline Beckman until the divestiture of SmithKline Beckman’s industrial instruments businesses in 1984. Mr. Ziegler first joined SmithKline in 1971.

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PART II

Item 5.     Market for the Registrant’s Common Stock and Related Stockholder Matters

      As of January 25, 2002 there were approximately 6,239 holders of record of Beckman Coulter’s common stock. During 2000, Beckman Coulter conducted a stock split in the form of a two-for-one stock dividend distributed on December 7, 2000 to stockholders of record on November 15, 2000. All share and per share amounts included in this Form 10-K have been retroactively restated to reflect this two-for-one split. During 2001, Beckman Coulter paid four quarterly dividends of eight and one-half cents per share for a total of thirty-four cents per share of common stock for the year. During 2000, Beckman Coulter paid three quarterly dividends of eight cents per share and one quarterly dividend of eight and one-half cents per share for a total of thirty-two and one-half cents per share of common stock for the year. Under the terms of Beckman Coulter’s principal credit agreement, which expires on October 31, 2002, dividend payments are limited but not prohibited. To date this limitation has not had an impact on Beckman Coulter’s dividends and is not expected to have an impact in the foreseeable future. Additional information with respect to the above-captioned is discussed in Note 7, “Debt Financing” of the Consolidated Financial Statements.

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Item 6.     Selected Financial Data

			Years Ended December 31,
			2001			2000		1999		1998			1997
			Dollars in millions, except amounts per share
Summary of Operations Sales			$	1,984.0		$	1,886.9	$	1,808.7	$	1,718.2		$	1,198.0
	Operating income before special items(1)		$	239.1		$	230.2	$	216.3	$	133.9		$	104.4
	Earnings before accounting change(2), after taxes		$	141.5		$	125.5	$	106.0	$	33.5		$	(264.4	)
	Earnings before special items(1) and accounting change(2), after taxes		$	141.2		$	124.1	$	105.9	$	44.7		$	54.0
	Special items and accounting change:
		In-process research and development		—			—		—		—			(282.0	)
		Restructure credit (charge), net of tax		0.3			1.4		0.1		(11.2	)		(36.4	)
		Accounting change		(3.1	)		—		—		—			—
	Net earnings (loss)		$	138.4		$	125.5	$	106.0	$	33.5		$	(264.4	)
Diluted earnings per share before special items and accounting change			$	2.21		$	2.01	$	1.79	$	0.76		$	0.98
Diluted earnings (loss) per share before accounting change			$	2.21		$	2.03	$	1.79	$	0.57		$	(4.79	)
Diluted earnings (loss) per share			$	2.16		$	2.03	$	1.79	$	0.57		$	(4.79	)
Dividends paid per share of common stock			$	0.340		$	0.325	$	0.320	$	0.305		$	0.300
Shares outstanding (millions)				61.2			59.7		57.9		56.8			55.3
Weighted average common shares and dilutive common share equivalents (millions)(3)				64.0			61.8		59.3		58.7			55.2
Other Information:
	Total assets		$	2,178.0		$	2,006.1	$	2,095.9	$	2,115.5		$	2,322.7
	Long-term debt, less current maturities		$	760.3		$	851.8	$	967.1	$	966.0		$	1,174.7
	Working capital		$	525.7		$	427.8	$	391.8	$	238.9		$	83.5
	EBIT before special items(1)(4)		$	259.0		$	251.4	$	228.3	$	153.5		$	118.9
	Depreciation and amortization expense		$	126.4		$	136.1	$	143.7	$	152.4		$	109.1
	EBITDA before special items(1)(4)		$	385.4		$	387.5	$	372.0	$	305.9		$	228.0
	EBITDA(4)		$	385.9		$	389.9	$	372.2	$	286.8		$	(113.4	)
	Debt to EBITDA before special items(1)(4)			2.1			2.3		2.7		3.6			5.5
	Capital expenditures		$	175.0		$	141.3	$	134.9	$	165.2		$	100.9
	Number of employees at December 31,			10,094			9,695		9,520		10,064			11,171

(1)	Excludes pre-tax special items. Special items include: 1) net restructure (credits) charges of $(0.5), $(2.4), $(0.2), $19.1, and $59.4, in 2001, 2000, 1999, 1998, and 1997, respectively, and 2) a one time write-off of $282.0 of acquired in-process research and development relating to the Coulter Corporation acquisition in 1997. Including these special items, we reported operating income (loss) of $239.6, $232.6, $216.5, $114.8, and ($237.0), in 2001, 2000, 1999, 1998, and 1997, respectively.
(2)	Excludes a one-time cumulative effect of a change in accounting principle in 2001 related to the adoption of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Including this net-of-tax charge of $3.1, we reported net earnings of $138.4 in 2001.
(3)	Under Generally Accepted Accounting Principles (“GAAP”), as we were in a net loss position in 1997, 2.1 million common share equivalents were not used to compute diluted loss per share, as the effect was antidilutive.

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(4)  EBIT is earnings before interest expense, taxes and accounting change; EBITDA is EBIT before depreciation and amortization expense.

Notes:	On October 5, 2000, the Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend. The split entitled each stockholder of record on November 15, 2000 to receive an additional share of common stock for every share held on that date. All share and per share amounts included in this Form 10-K have been retroactively restated to reflect this two-for-one split.
	Certain prior year amounts have been reclassified to conform to the current year presentation.

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following review should be read in conjunction with the consolidated financial statements and related notes included within Item 8 of this Form 10-K. Historical results and percentage relationships are not necessarily indicative of operating results for any future periods.

Overview

      Beckman Coulter, Inc. simplifies and automates laboratory processes used in all phases of the battle against disease. We design, manufacture and market systems which consist of instruments, chemistries, software and supplies that meet a variety of biomedical laboratory needs. Our products are used in a range of applications, from instruments used for pioneering medical research, clinical trials and drug discovery to diagnostic systems found in hospitals and physicians’ offices to aid in patient care. We compete in market segments that we estimate to total approximately $33 billion in annual sales worldwide in 2001. We currently have products which address approximately half of that market.

      Our product lines include virtually all blood tests routinely performed in hospital laboratories and a range of systems for medical and pharmaceutical research. We have more than 200,000 systems operating in laboratories around the world, with approximately 62% of 2001 revenues coming from after-market customer purchases of operating supplies, chemistry kits and service. We market our products in more than 130 countries, with approximately 44% of revenues in 2001 coming from sales outside the United States. Our strategy is to maintain our position as a leading provider of laboratory systems. To this end, we achieved the following significant milestones in 2001:

•  Realized record sales volume of $1.984 billion.

•  Announced the formation of three divisions aligned with the biomedical testing continuum: Clinical Diagnostics, Life Science Research and Specialty Testing. Revised segment reporting will begin in the first quarter of 2002 when the three division organization takes effect.

•  Shipped both the new Span-8 and 384-well pipetting options for the Biomek® FX laboratory automation workstation, dramatically expanding the utility of the robotic automation system in specialty and discovery testing.

•  Received FDA clearance to market the Access® AccuTnI^TM cardiac test, a highly sensitive, 12-minute test to aid in the diagnosis and treatment of heart attacks.

•  Introduced a new generation of general chemistry systems, the SYNCHRON CX® PRO series of analyzers, designed to further improve clinical laboratory productivity for low- to mid-volume hospital laboratories.

•  Shipped the SYNCHRON LX® 20 PRO clinical system with closed-tube sampling, improving safety in the laboratory.

•  Shipped the COULTER® Ac•T^TM 5diff CP hematology system with closed-vial, cap piercing capabilities for small- to medium-sized hospitals, physicians’ offices, clinics and small commercial laboratories.

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•  Shipped the Access® 2 immunoassay system, a second-generation analyzer with networking capabilities that performs cardiac, cancer, anemia, thyroid, fertility and infectious disease testing.

•  Acquired Anthos Labtec Instruments, G.m.b.H., an Austria-based manufacturer of microtiter plate readers, washers and shakers, common laboratory tools that are important in genomics, proteomics and drug discovery.

•  Introduced three additional, ready-to-use, MHC Tetramer research reagents for Cytomegalovirus (CMV), Epstein-Barr Virus (EBV) and Influenza.

•  Announced the shipment of the COULTER® LH 750 hematology system and LH 755 hematology workcell, random access, blood cell counting systems for high-volume testing environments, such as mid-sized to large hospitals and commercial laboratories.

•  Introduced the new 1536-well pipetting option for the Biomek® laboratory automation workstation and SAGIAN^TM Core System, a significant enhancement to reduce the high screening costs in specialty and discovery testing.

•  Automated Promega Corporation’s DNA IQ (a trademark of Promega Corporation) purification chemistry on the Biomek® 2000 laboratory automation workstation which will compress the time it takes to extract DNA from a forensic sample from five hours to about two hours in many cases, with only 15 minutes of hands-on time by a forensic scientist.

•  Acquired point of care coagulation assets of Avocet Medical, Incorporated.

1.     Results of Operations

2001 Compared with 2000:

      Sales were $1,984.0 million in 2001, an increase of 5.1% compared to $1,886.9 million in 2000 (which includes the one-time asset sale during the quarter ended March 31, 2000, see below for discussion). On a constant currency basis, and excluding the aforementioned one-time asset sale, sales increased 8.3% in 2001. The following provides key product and geographical sales information for 2001 (amounts in millions):

							Constant
		2001		Reported			Currency
		Sales		Growth %*			Growth %*
Key Product Sales
Routine Chemistry		$	550.7		7.9			9.5
Immunodiagnostics			380.3		9.9			11.5
	Total Chemistry		931.0		8.7			10.3
Hematology			393.1		(1.1	)		1.1
Cytometry			163.8		0.7			3.7
	Total Cellular Analysis		556.9		(0.6	)		1.8
Particle Characterization			37.2		(4.6	)		(1.3	)
	Total Clinical Diagnostics		1,525.1		4.8			6.8
Robotic Automation/ Genetic Analysis			167.5		32.9			36.9
Centrifuge/ Analytical Systems			291.4		0.9			3.5
	Total Life Science Research		458.9		10.7			13.6
	Total Beckman Coulter	$	1,984.0		6.1			8.3

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							Constant
			2001		Reported		Currency
			Sales		Growth %*		Growth %*
Geographical Sales
Clinical Diagnostics
	Americas		$	982.0		6.2		6.4
	Europe			375.2		3.2		7.5
	Asia			167.9		0.4		7.4
		Total Clinical Diagnostics		1,525.1		4.8		6.8
Life Science Research
	Americas			272.8		12.3		12.5
	Europe			109.5		8.0		12.8
	Asia			76.6		9.0		18.6
		Total Life Science Research		458.9		10.7		13.6
Total Beckman Coulter
	Americas			1,254.8		7.5		7.7
	Europe			484.7		4.2		8.6
	Asia			244.5		2.9		10.7
		Total Beckman Coulter	$	1,984.0		6.1		8.3

*  Percentages have been adjusted to exclude the one-time $16.6 million sale of clinical chemistry assets in Spain to a third party distributor during the quarter ended March 31, 2000.

      Sales growth during 2001 was affected by the following:

•  Routine chemistry sales increases were primarily due to placements of our new SYNCHRON LX®20 PRO clinical systems.

•  Immunodiagnostics sales increases were primarily due to the combination of: 1) shipments of our new Access® 2 immunoassay system, 2) shipments of our newly-cleared Access® AccuTnI^TM Troponin I cardiac test, and 3) other Access immunoassay product sales.

•  Cellular analysis sales increases were primarily due, in part, to shipments of the new COULTER® LH 750 hematology instrument.

•  Life science research sales increases were primarily due to sales of the Biomek® FX laboratory automation workstation.

•  Improved sales in the Americas were led by robotic automation/ genetic analysis, routine chemistry and immunodiagnostics products, while improved sales in Europe and Asia were due to strong sales of robotic automation/ genetic analysis and immunodiagnostics products.

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      As indicated above, we announced the formation of three divisions aligned with the biomedical testing continuum during 2001: Clinical Diagnostics, Life Science Research and Specialty Testing. The following provides the recategorized key product sales results for these three divisions during 2001 and 2000:

			2001		2000		Reported
			Sales		Sales		Growth %
Routine Chemistry			$	545.6	$	524.4		4.0
Immunodiagnostics				345.0		314.4		9.7
	Total Chemistry			890.6		838.8		6.2
Hematology				443.8		442.6		0.3
	Total Clinical Diagnostics			1,334.4		1,281.4		4.1
Robotic Automation/ Genetic Analysis				167.5		126.0		32.9
Centrifuge/ Analytical Systems				291.4		288.7		0.9
	Total Life Science Research			458.9		414.7		10.7
	Total Specialty Testing			190.7		190.8		(0.1	)
		Total Beckman Coulter	$	1,984.0	$	1,886.9		5.1

      Gross profit as a percentage of sales (“gross margin”) in 2001 was 46.7%, 0.5 percentage points lower than the prior year. The decrease in gross margin was due to the effects of foreign currency exchange rates, which resulted in a gross profit decrease of approximately $31 million, or 0.5 percentage points.

      Selling, general and administrative (“SG&A”) expenses increased $20.8 million to $496.9 million or 25.0% of sales in 2001 from $476.1 million or 25.2% of sales in the prior year. The improvement in SG&A as a percentage of sales is primarily due to a $3.8 million reversal of an accrual associated with a cross-licensing agreement during the quarter ended March 31, 2001. Excluding this accrual reversal, SG&A as a percentage of sales would have been 25.2% in 2001, consistent with the prior year.

      Research and development (“R&D”) expenses increased $4.6 million to $189.6 million in 2001 from $185.0 million in 2000. The increase is primarily due to increased R&D expenses associated with our Immunomics operation. R&D as a percentage of sales was 9.6% in 2001, compared to 9.8% in 2000.

      In the fourth quarter of 2001, we recorded a restructuring charge of $0.9 million related to certain reorganization activities in Europe. In the fourth quarters of 2001 and 2000, we reversed $1.4 million and $2.4 million, respectively, of excess restructure charges taken in prior years. These charges and reversals resulted in net restructuring credits of $0.5 million and $2.4 million in 2001 and 2000, respectively.

      Interest expense declined $17.4 million to $54.5 million in 2001 compared to $71.9 million in 2000 primarily due to lower average debt balances and lower interest rates on the variable portion of our borrowings.

      Other non-operating (income)/ expense was $(12.3) million in 2001 and primarily consisted of foreign currency related activities of $(11.6) million, a write-down of $4.7 million for an equity investment in point-of-care testing, and gains on the sales of certain sales-type lease receivables of $(3.5) million. Other non-operating (income)/ expense was $(14.9) million in 2000 and primarily consisted of foreign currency related activities of $(11.8) million, a gain on the sale of a facility in Japan of $(1.7) million and a gain on the sale of a facility in Australia of $(1.2) million.

      Earnings before the accounting change associated with the adoption of SFAS No. 133 (see Note 1 “Recent Accounting Developments” of the Consolidated Financial Statements) in 2001 were $141.5 million or $2.21 per diluted share as compared to $125.5 million or $2.03 per diluted share in 2000.

      Net earnings were $138.4 million or $2.16 per diluted share as compared to $125.5 million or $2.03 per diluted share in 2000.

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2000 Compared with 1999:

      Sales were $1,886.9 million, an increase of 4.3% compared to $1,808.7 million in 1999. Sales on a constant currency basis, and excluding a one-time asset sale during the quarter ended March 31, 2000 (see above for discussion), increased 5.7%. The following provides key product sales information for 2000 (amounts in millions):

							Constant
		2000		Reported			Currency
		Sales		Growth %			Growth %
Key Product Sales
Routine Chemistry		$	527.1		11.8			13.1
Immunodiagnostics			346.1		2.4			5.6
	Total Chemistry		873.2		7.9			10.0
Hematology			397.3		(3.8	)		(1.8	)
Cytometry			162.7		3.3			6.8
	Total Cellular Analysis		560.0		(1.9	)		0.6
Particle Characterization			39.0		2.1			3.4
	Total Clinical Diagnostics		1,472.2		3.8			6.0
Robotic Automation/ Genetic Analysis			126.0		38.8			42.3
Centrifuge/ Analytical Systems			288.7		(3.7	)		(1.3	)
	Total Life Science Research		414.7		6.2			8.8
	Total Beckman Coulter	$	1,886.9		4.3			6.6

      Sales in the various geographical segments of our business were as follows (in millions):

								Constant
			2000		Reported			Currency
			Sales		Growth %			Growth %
Geographical Sales
Clinical Diagnostics
	Americas		$	924.7		10.6			10.6
	Europe			380.3		(7.2	)		1.7
	Asia			167.2		(3.1	)		(5.9	)
		Total Clinical Diagnostics		1,472.2		3.8			6.0
Life Science Research
	Americas			243.0		9.6			9.5
	Europe			101.4		(5.1	)		6.4
	Asia			70.3		13.8			10.4
		Total Life Science Research		414.7		6.2			8.8
Total Beckman Coulter
	Americas			1,167.7		10.4			10.4
	Europe			481.7		(6.8	)		2.7
	Asia			237.5		1.3			(1.6	)
		Total Beckman Coulter	$	1,886.9		4.3			6.6

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      Sales growth during 2000 was affected by the following:

•  The clinical diagnostics segment, led by the Americas, experienced strong sales growth in routine chemistry, driven by record placements of SYNCHRON® LX20s clinical systems and Power Processors. Immunodiagnostics sales growth was led by Access® immunoassay system unit placements and corresponding orders for consumables, including PSA and free PSA tests, offset by declines in protein testing in Europe due to government reimbursement changes. Hematology sales declined due to significant backlog shipments of GEN•S^TM slidemakers in 1999. Cytometry growth was driven by new system sales and strong reagent demand.

•  The life science research segment was led by our robotic automation/genetic analysis products, including placements of our Biomek® 2000 and new Biomek® FX liquid handling systems, and our new CEQ^TM 2000XL DNA analysis system, partially offset by decreased sales of analytical systems.

•  Europe reported sales decreased 6.8% in 2000 versus 1999, as compared to a constant currency growth rate of 2.7% for the same period as a result of the weakening euro compared to the U.S. dollar.

•  Asia sales were dampened due to softness in the Japanese market.

      Gross margin in 2000 was 47.2%, 0.7 percentage points lower than the prior year. The decrease in gross margin was due to three factors. First, the effects of foreign currency exchange rates resulted in a gross profit decrease of approximately $30 million or 0.6 percentage points. Second, we had a slightly higher mix of instruments to after-market sales of supplies, chemistry kits and services. Instruments typically have lower gross margins as compared to after-market sales. Third, we had a one-time $16.6 million sale of clinical chemistry assets in Spain in the first quarter of 2000 which contributed a lower gross margin than historical company levels. On a constant currency basis, and excluding the aforementioned one-time transaction, gross margin would have been 48.1% in 2000.

      SG&A expenses declined $0.8 million to $476.1 million or 25.2% of sales in 2000 from $476.9 million or 26.4% of sales in the prior year. The improvement in SG&A as a percentage of sales is due to further synergies from the Coulter integration.

      R&D expenses increased $11.6 million to $185.0 million or 9.8% of sales in 2000 from $173.4 million or 9.6% of sales in the prior year. The increase in R&D is due to investments in new technologies, such as MHC tetramers.

      During 2000 and 1999, we reversed $2.4 million and $4.5 million, respectively, of excess restructuring charges that were taken in prior years. These reversals resulted in net restructuring credits of $2.4 million and $0.2 million in 2000 and 1999, respectively.

      Interest expense declined $1.9 million to $71.9 million in 2000 compared to $73.8 million in 1999 primarily due to a $115.8 million reduction in bank debt, partially offset by increased interest rates on the variable rate portion of our borrowings.

      Other non-operating income increased $10.7 million to $14.9 million in 2000 compared to $4.2 million in 1999. The increase in other non-operating income is primarily due to increased income associated with foreign currency related activities.

      Net earnings for 2000 were $125.5 million or $2.03 per diluted share compared to $106.0 million or $1.79 per diluted share in 1999.

2.     Financial Condition

Liquidity and Capital Resources:

      Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate financing and to convert those assets that are no longer required to meet existing strategic and financing objectives into cash. Therefore,

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liquidity cannot be considered separately from capital resources that consist of current and potentially available funds for use in achieving long-range business objectives and meeting debt service commitments.

      Currently, our liquidity needs arise primarily from:

•  debt service on indebtedness;

•  working capital requirements; and

•  capital expenditures.

      Cash provided by operations was $276.6 million, $209.1 million and $212.6 million in 2001, 2000 and 1999, respectively. The increase between 2001 and 2000 of $67.5 million is due to the following contributors:

•  increased earnings before depreciation, amortization and accounting change of $6.3 million;

•  increases in the change in accounts payable and accrued expenses of $107.0 million; and

•  changes in other operating accounts that resulted in additional operating cash flows of $11.7 million.

      These contributors were partially offset by increases in the change in trade and other receivables of $57.5 million. The decrease between 2000 and 1999 of $3.5 million is primarily due to decreases in the change in accounts payable and accrued expenses of $72.5 million, partially offset by an increase in earnings before depreciation and amortization of $11.9 million and a $29.6 million improvement in converting accounts receivable into cash.

      Investing activities used $178.0 million, $113.4 million and $118.6 million in 2001, 2000 and 1999, respectively. The increase between 2001 and 2000 is primarily due to increases in property, plant and equipment additions associated with our implementation of an enterprise resource planning system (see below for discussion) and lower proceeds received from the sale of certain clinical chemistry assets in Spain. Investing activities between 2000 and 1999 were consistent.

      Financing activities used $91.5 million, $97.1 million and $84.2 million of cash flows in 2001, 2000 and 1999, respectively. Net cash paid to reduce our bank and other debt amounted to $107.9 million, $113.7 million, and $90.4 million in 2001, 2000 and 1999, respectively. Additionally, we paid $20.7 million, $19.3 million and $18.4 million in dividends to our stockholders in 2001, 2000 and 1999, respectively. These amounts were partially offset by proceeds received from the issuance of stock of $39.0 million, $35.9 million and $24.6 million in 2001, 2000 and 1999, respectively.

      Our strategies for growth require a flexible infrastructure. As a result of an aggressive acquisition schedule in 1996 and 1997, there are multiple systems and processes currently in use throughout the Company. We have chosen to implement an Oracle enterprise resource planning system (“ERP”) to achieve a single, globally integrated infrastructure. This includes functionality for Finance, Human Resources, Supply Chain, Order Management, Sales and Service to replace or complement existing legacy systems and business processes. We expect that the majority of the work required to implement these new systems will take place through 2002. If we are unable to implement and effectively manage the transition to this new integrated system, our future consolidated operating results could be adversely affected.

      Based upon current levels of operations, anticipated cost savings and future growth, we believe our cash flow from operations (including the continued ability to sell sales-type lease receivables; see Note 5 “Sale of Assets” of the Consolidated Financial Statements), together with available borrowings under the credit facility (which amounts to $317.0 million as of December 31, 2001 and expires in October 2002; see Note 7 “Debt Financing” of the Consolidated Financial Statements) and other sources of liquidity (including other credit facilities, leases and any other available financing sources) will be adequate to meet our anticipated requirements for interest payments and other debt service obligations, working capital, capital expenditures, lease payments and other operating needs. There can be no assurance, however, that our business will continue to generate cash flow at or above current levels or that estimated cost savings or growth can be achieved. Future operating performance and our ability to service or refinance existing indebtedness, will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

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      In November 2001, the Company issued $235.0 million of 6.875% unsecured Senior Notes due November 15, 2011. The proceeds received were used to pay down the credit facility. Interest on these Senior Notes is payable semi-annually in May and November (see Note 7 “Debt Financing” of the Consolidated Financial Statements). We are in the process of negotiating a new credit facility, which we anticipate finalizing prior to the expiration of our current credit facility in October 2002.

      During the quarter ended June 30, 2001, our senior long-term credit rating at Moody’s Investors Service was upgraded to “Baa3”. During the quarter ended September 30, 2001, our senior long-term credit rating at Standard & Poor’s was upgraded to “BBB”. These upgrades, combined with Fitch, Inc’s “BBB” senior long-term credit rating, give us an investment grade rating at all three of our rating agencies, improves our financial profile and should enhance our ability to borrow in the future at relatively more favorable rates.

      The following represents a comprehensive list of our contractual obligations and commitments:

	Payments Due by Period
	Total		2002		2003		2004		2005		2006		Thereafter
Long-term debt	$	804.1	$	46.4	$	175.8	$	5.8	$	0.6	$	0.1	$	575.4
Operating leases		427.6		52.9		51.4		45.2		40.5		39.5		198.1
Total contractual cash obligations	$	1,231.7	$	99.3	$	227.2	$	51.0	$	41.1	$	39.6	$	773.5

Critical Accounting Policies:

      The Securities and Exchange Commission defines critical accounting policies as those that are, in management’s view, most important to the portrayal of the company’s financial condition and results of operations and most demanding in their calls on judgment. We believe our most critical accounting policies relate to:

•  reserves for doubtful accounts;

•  inventory adjustments for write-down of inventories to fair value;

•  environmental and legal obligations; and

•  tax valuation allowances and obligations.

      We use a combination of historical results and anticipated future events to estimate and make assumptions relating to our critical accounting policies. Actual results could differ from our estimates.

Financial Risk Management:

      Our risk management program, developed by senior management and approved by the board of directors, seeks to minimize the potentially negative effects of changes in foreign exchange rates and interest rates on the results of operations. Our primary exposures to fluctuations in the financial markets are to changes in foreign exchange risk and interest rates.

      Foreign exchange risk arises because our reporting currency is the U.S. dollar and we generate approximately 44% of our revenues in various foreign currencies. U.S. dollar-denominated costs and expenses as a percentage of total operating costs and expenses are much greater than U.S. dollar-denominated sales as a percentage of total net sales. As a result, appreciation of the U.S. dollar against our major trading currencies has a negative impact on our results of operations, and depreciation of the U.S. dollar against such currencies has a positive impact.

      We seek to minimize our exposure to changes in exchange rates by denominating costs and expenses in foreign currencies. When these opportunities are exhausted, we use derivative financial instruments to function as “hedges”. We use forward contracts, purchased option contracts, and complex option contracts (consisting of purchased and sold options), to hedge certain foreign currency denominated transactions. We do not use these instruments for speculative or trading purposes.

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      Our exposure to interest rate risk arises out of our long-term debt obligations. Under the guidance of our risk management policies, we use derivative contracts on certain borrowing transactions. With the aid of these contracts, we seek to reduce the negative effects of changes in interest rates by changing the character of the interest rate on our long-term debt, converting a fixed rate to a variable rate and vice versa. We do not use derivative instruments to hedge our investment portfolio, which consists of short-term investments (maturity of less than a year).

Inflation:

      We continually monitor inflation and the effects of changing prices. Inflation increases the cost of goods and services used. Competitive and regulatory conditions in many markets restrict our ability to fully recover the higher costs of acquired goods and services through price increases. We attempt to mitigate the impact of inflation by implementing continuous process improvement solutions to enhance productivity and efficiency and, as a result, lower costs and operating expenses. The effects of inflation have, in our opinion, been managed appropriately and as a result have not had a material impact on our operations and the resulting financial position or liquidity.

Environmental Matters:

      We are subject to federal, state, local and foreign environmental laws and regulations. Although we continue to make expenditures for environmental protection, we do not anticipate any significant expenditures to comply with such laws and regulations that would have a material impact on our results of operations, financial position or liquidity. We believe our operations comply in all material respects with applicable federal, state, and local environmental laws and regulations.

      To address contingent environmental costs, we establish reserves when such costs are probable and can be reasonably estimated. Based on current information and regulatory compliance (taking third party indemnities into consideration), we believe we have established adequate reserves for environmental expenditures. We may incur additional costs that exceed the reserves. However, based on current knowledge, we do not expect such amounts to have a material impact on our results of operations, financial position or liquidity, although we do not give any assurance in this regard. See further discussion in Note 12 “Commitments and Contingencies” of the Consolidated Financial Statements.

Litigation:

      We are currently, and are from time to time, subject to claims and lawsuits arising in the ordinary course of our business. Some examples of the types of claims are:

•  intellectual property;

•  contractual obligations; and

•  employment matters.

      In certain such actions, the plaintiffs may request punitive or other damages or nonmonetary relief, which may not be covered by insurance. If granted, nonmonetary relief could materially affect the conduct of our business. We accrue for probable liabilities involved in these matters as they become known and can be reasonably estimated. In our opinion (taking third party indemnities into consideration), the various asserted claims and litigation in which we are currently involved are not reasonably likely to have a material adverse effect on our business, results of operations, financial position or liquidity. However, we do not give any assurance as to the ultimate outcome of such claims and litigation. The resolution of such claims and litigation could be material to our operating results for any particular period, depending on the level of income for such period. See further discussion of these matters in Note 12 “Commitments and Contingencies” of the Consolidated Financial Statements.

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Euro — the New European Currency:

      The countries of the European Union have adopted a single currency, the “euro.” The euro came into existence on January 1, 2000, and could have been used for transactions within and between the countries of the Economic and Monetary Union (Austria, Belgium, Finland, France, Germany, Holland, Ireland, Italy, Luxembourg, Portugal and Spain), with national currencies expressed as a denomination (national currency units) of the euro. During the three-year transition period following its introduction, countries were allowed to transact business both in the euro and in their own currencies at fixed exchange rates. On January 1, 2002, the euro became the only currency in Economic and Monetary Union countries.

      We conduct business in approximately 130 countries, generating approximately 44% of revenues outside the United States. A significant portion of our business is conducted in Europe. The introduction of the euro required that we make modifications to our internal operations as well as to our external business arrangements.

      We established a six-member task force that identified the issues related to the introduction of the euro and developed and implemented a plan to address those issues. We adopted the euro for internal systems and reporting as of December 1, 2001. The adoption of the euro did not have a material effect on our business, results of operations, financial position or liquidity.

Recent Accounting Developments:

Goodwill and Other Intangible Assets

      SFAS 142 “Goodwill and Other Intangible Assets” requires that goodwill and other intangible assets that have indefinite useful lives not be amortized but rather be tested at least annually for impairment. We are required to adopt SFAS 142 on January 1, 2002. However, goodwill and intangible assets acquired after June 30, 2001 are subject to the amortization provisions of SFAS 142. Our revised estimate associated with the adoption of SFAS 142 is that 2002 amortization expense will decrease by $15 million (net of income taxes of $3 million).

Asset Retirement Obligations

      SFAS 143 “Accounting for Asset Retirement Obligations” addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. We are required to adopt SFAS 143 on January 1, 2003. We are currently evaluating the impact of SFAS 143 on our consolidated financial statements and results of operations.

3.     Business Climate

      The clinical diagnostics and life science research markets are highly competitive with many manufacturers around the world. These markets continue to be unfavorably impacted by the economic weakness in parts of Europe, Asia and Latin America and government and healthcare cost containment initiatives in general. The life science research market also continues to be affected by governmental constraints on research and development spending outside the United States.

      In the clinical diagnostics market, attempts to lower costs and to increase productivity have led to further consolidation among healthcare providers in the United States, resulting in more powerful provider groups that continue to leverage their purchasing power to contain costs. Preferred supplier arrangements and combined purchases are becoming more commonplace. Consequently, it has become essential for manufacturers to provide cost-effective diagnostic systems to remain competitive. Cost containment initiatives in the United States and in the European healthcare systems will continue to be factors which may affect our ability to maintain or increase sales. Future profitability may also be adversely affected if the relative value of the U.S. dollar strengthens against certain currencies.

      The continuing consolidation trend among United States healthcare providers, mentioned previously, has increased pressure on diagnostic equipment manufacturers to broaden their product offerings to encompass a

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wider range of testing capability, greater automation and higher volume capacity at a lower cost. Our acquisition of Coulter was a clear indicator of our resolve to become a broad-based world leader in in vitro diagnostic testing by expanding our product offerings. Beckman Coulter is now the world’s leading manufacturer of hematology systems for the clinical analysis of blood cells, where we have a market share twice the size of our next largest competitor. In addition, Beckman Coulter is considered a technology leader in cell counting and characterization and has a number two position in flow cytometry, which is used for both research and clinical applications.

      With our leadership position in cellular analysis and our extensive capabilities in routine chemistry and immunodiagnostics, we are able to offer a broad range of automated systems that together can perform more than 75% of a hospital laboratory’s testing needs and essentially 100% of the blood tests that are considered routine. We believe we are able to provide significant value-added benefits, enhanced through our expertise in simplifying and automating laboratory processes, to our customers.

      In the life science research market, U.S. supported research has been positive in recent years but is subject to yearly approval by Congress. Continued positive funding is not guaranteed and may be negatively impacted by a prolonged recession or attempts to contain government spending in order to balance the budget and reduce deficit spending. Spending on research by biotechnology and pharmaceutical companies is also dependent on global economic health. An ongoing recession can affect the number of biotechnology start-ups building laboratories and conducting research as well as the rate of research investment by biopharmaceuticals. Pharmaceutical company research investment may be further negatively impacted by government intervention and regulation, including prescription drug costs.

      Our new products originate from four sources:

•  internal research and development programs;

•  external collaborative efforts with individuals in academic institutions and technology companies;

•  devices and techniques that are generated in customers’ laboratories; and

•  business and technology acquisitions.

      During 2000, we made a commitment to the commercialization of a new Tetramer technology, which operates on flow cytometry platforms. This new cellular immune response technology has the potential to establish an entirely new testing category for measuring and monitoring the immune response system. We have established an Immunomics operation to focus on this technology with shipments of our first ready-to-use iTAg^TM MHC Tetramer reagents for HIV and melanoma occurring in the fourth quarter of 2000. During 2001, we introduced three additional ready-to-use MHC Tetramer research reagents for Cytomegalovirus (CMV), Epstein-Barr Virus (EBV), and Influenza. We also provided custom Tetramer reagents to several bio-pharma companies for use in clinical trials.

      The size and growth of our markets are influenced by a number of factors, including:

•  technological innovation in bioanalytical practice;

•  government funding for basic and disease-related research (for example, heart disease, AIDS and cancer);

•  research and development spending by biotechnology and pharmaceutical companies;

•  healthcare spending; and

•  physician practice patterns.

29

      We expect worldwide healthcare expenditures and diagnostic testing to increase over the long-term, primarily as a result of the following:

•  growing demand for services generated by the increasing size and aging of the world population;

•  increasing expenditures on diseases requiring costly or extended treatment (for example, AIDS and cancer); and

•  expanding demand for improved healthcare services in developing countries.

      In addition to the business climate factors discussed previously, certain economic factors may influence our business:

•  currency fluctuations — as approximately 44% of our revenues are generated outside the United States and given the recent fluctuations in foreign currencies, we may experience volatility in sales, operating income and other non-operating income and expense; and

•  interest rates — as approximately 31% of our debt is under variable interest rate terms. This percentage includes the effect of our reverse interest rate swap derivatives which change the character of the interest rate on certain of our long-term debt by effectively converting a fixed rate to a variable rate.

4.     Income Taxes

      We are subject to income taxation in many jurisdictions throughout the world. Our effective tax rate and income tax liabilities will be affected by a number of factors, such as:

•  the amount of taxable income in particular jurisdictions;

•  the tax rates in particular jurisdictions;

•  tax treaties between jurisdictions;

•  the extent to which income is repatriated; and

•  future changes in the law.

      Generally, our income tax liability in a particular jurisdiction is determined either on an entity-by-entity (non-consolidated) basis or on a consolidated basis including only those entities incorporated in the same jurisdiction. In those jurisdictions where consolidated tax reporting is not permitted, we may pay income taxes even though, on an overall basis, we may have incurred a net loss for the tax year.

5.     Forward-Looking Statements

      This annual report contains forward-looking statements, including statements regarding, among other items:

•  the schedule for completion of our ERP program;

•  anticipated debt reduction, cash flow available to be applied to debt reduction and the availability of additional financing;

•  our business strategy;

•  the impacts of recent accounting changes, particularly the adoption of SFAS 142;

•  anticipated trends in our business and plans to reduce indebtedness;

•  our liquidity requirements and capital resources;

•  anticipated proceeds from sales of assets;

•  the effects of euro conversion and inflation on our operations; and

•  earnings and sales growth.

30

      These forward-looking statements are based on our expectations and are subject to a number of risks and uncertainties, some of which are beyond our control. These risks and uncertainties include, but are not limited to:

•  unanticipated delays in completing our ERP program;

•  complexity and uncertainty regarding development of new high-technology products;

•  loss of market share through aggressive competition in the clinical diagnostic, life science research and specialty testing markets;

•  our dependence on capital spending policies and government funding;

•  the effects of potential healthcare reforms;

•  changes in estimates associated with the adoption of SFAS 142;

•  fluctuations in foreign exchange rates and interest rates;

•  reliance on patents and other intellectual property;

•  global economic and political conditions;

•  unanticipated reductions in cash flows and difficulty in sales of assets;

•  the finalization of a new credit facility;

•  future effective tax rates; and

•  other factors that cannot be identified at this time.

      Although we believe we have the product offerings and resources required to achieve our objectives, actual results could differ materially from those anticipated by these forward-looking statements. There can be no assurance that events anticipated by these forward-looking statements will in fact transpire as expected.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

      The Securities and Exchange Commission requires that registrants include information about potential effects of changes in currency exchange and interest rates in their Form 10-K filings. Several alternatives, all with some limitations, have been offered. The following discussion is based on a sensitivity analysis, which models the effects of fluctuations in currency exchange rates and interest rates. This analysis is constrained by several factors, including the following:

•  it is based on a single point in time; and

•  it does not include the effects of other complex market reactions that would arise from the changes modeled.

      Although the results of the analysis may be useful as a benchmark, they should not be viewed as forecasts.

      Our most significant foreign currency exposures relate to the euro, Japanese Yen, British Pound Sterling, Australian Dollar and the Canadian Dollar. As of December 31, 2001, the net fair value of all derivative foreign exchange contracts was an unrecognized gain of $11.6 million. We estimated the sensitivity of the fair value of all derivative foreign exchange contracts to a hypothetical 10% strengthening and 10% weakening of the spot exchange rates for the U.S. dollar against the foreign currencies at December 31, 2001. The analysis showed that a 10% strengthening of the U.S. dollar would result in a gain in fair value of $17.7 million and a 10% weakening of the U.S. dollar would result in a loss in fair value of $17.7 million in these instruments. Losses and gains on the underlying transactions being hedged would largely offset any gains and losses on the fair value of derivative contracts. These offsetting gains and losses are not reflected in the above analysis. Our December 31, 2001 significant foreign currency exposures were not significantly different than those at December 31, 2000.

31

      Similarly, we performed a sensitivity analysis on our variable rate debt instruments and derivatives. A one percentage point increase or decrease in interest rates was estimated to decrease or increase next year’s pre-tax earnings by $2.5 million based on the amount of debt outstanding at year-end. A comparable analysis at December 31, 2000 indicated that a one percentage point increase or decrease in interest rates was estimated to decrease or increase 2001 pre-tax earnings by $6.4 million based on the amount of variable rate debt outstanding at December 31, 2000. The decrease in the sensitivity analysis of $3.9 million is due to the decrease in our debt under variable interest rate terms (including the effect of our reverse interest rate swap derivatives which change the character of the interest rate on our long-term debt by effectively converting a fixed rate to a variable rate).

      Additional information with respect to our foreign currency and interest rate exposures are discussed in Note 8 “Derivatives” of the Consolidated Financial Statements.

32

Item 8.     Financial Statements and Supplementary Data

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors of Beckman Coulter, Inc.:

      We have audited the accompanying consolidated balance sheets of Beckman Coulter, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the three-year period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Beckman Coulter, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

KPMG LLP

Orange County, California

January 25, 2002

33

CONSOLIDATED BALANCE SHEETS

				December 31,
				2001			2000
				In millions, except
				amounts per share
Assets
Current assets
	Cash and equivalents			$	36.0		$	29.6
	Trade and other receivables				564.6			536.7
	Inventories				366.1			332.1
	Deferred income taxes				6.9			—
	Other current assets				62.0			29.4
		Total current assets			1,035.6			927.8
Property, plant and equipment, net					347.4			298.2
Goodwill, less accumulated amortization of $47.8 and $37.2 in 2001 and 2000, respectively					335.6			331.7
Other intangibles, less accumulated amortization of $83.3 and $66.1 in 2001 and 2000, respectively					382.1			382.7
Other assets					77.3			65.7
			Total assets	$	2,178.0		$	2,006.1
Liabilities and Stockholders’ Equity
Current liabilities
	Accounts payable			$	123.7		$	95.2
	Notes payable				8.6			42.9
	Current maturities of long-term debt				46.4			9.2
	Accrued expenses				260.6			280.2
	Income taxes				70.6			58.3
	Deferred income taxes				—			14.2
		Total current liabilities			509.9			500.0
Long-term debt, less current maturities					760.3			851.8
Deferred income taxes					72.3			28.8
Other liabilities					317.3			281.6
	Total liabilities				1,659.8			1,662.2
Commitments and contingencies (see Note 12)
Stockholders’ equity
	Preferred stock, $0.10 par value; authorized 10.0 shares; none issued				—			—
	Common stock, $0.10 par value; authorized 150.0 shares; shares issued and outstanding 61.2 and 59.7 at 2001 and 2000, respectively				6.1			6.0
	Additional paid-in capital				216.5			170.0
	Retained earnings				344.0			226.3
	Accumulated other comprehensive income (loss)
		Cumulative foreign currency translation adjustments			(57.2	)		(58.4	)
		Derivatives qualifying as hedges			8.8			—
			Total stockholders’ equity		518.2			343.9
			Total liabilities and stockholders’ equity	$	2,178.0		$	2,006.1

See accompanying notes to consolidated financial statements.

34

CONSOLIDATED STATEMENTS OF OPERATIONS

			Years Ended December 31,
			2001			2000			1999
			In millions, except amounts per share
Sales			$	1,984.0		$	1,886.9		$	1,808.7
Cost of sales				1,058.4			995.6			942.1
	Gross profit			925.6			891.3			866.6
Operating costs and expenses
	Selling, general and administrative			496.9			476.1			476.9
	Research and development			189.6			185.0			173.4
	Restructure credit			(0.5	)		(2.4	)		(0.2	)
		Total operating costs and expenses		686.0			658.7			650.1
Operating income				239.6			232.6			216.5
Non-operating (income) and expense
	Interest income			(7.6	)		(6.3	)		(7.8	)
	Interest expense			54.5			71.9			73.8
	Other, net			(12.3	)		(14.9	)		(4.2	)
		Total non-operating expense		34.6			50.7			61.8
Earnings before income taxes and accounting change				205.0			181.9			154.7
Income taxes				63.5			56.4			48.7
Earnings before accounting change				141.5			125.5			106.0
Cumulative effect of accounting change, net of income taxes of $1.8				3.1			—			—
		Net earnings	$	138.4		$	125.5		$	106.0
	Basic earnings per share
		Before accounting change	$	2.34		$	2.13		$	1.85
		Cumulative effect of accounting change		(0.05	)		—			—
			$	2.29		$	2.13		$	1.85
	Diluted earnings per share
		Before accounting change	$	2.21		$	2.03		$	1.79
		Cumulative effect of accounting change		(0.05	)		—			—
			$	2.16		$	2.03		$	1.79
	Weighted average number of shares outstanding (in thousands)
		Basic		60,515			58,821			57,318
		Diluted		64,011			61,767			59,310

See accompanying notes to consolidated financial statements.

35

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

																		Total
									Accumulated						Total			Compre-
				Additional					Other						Stock-			hensive
		Common		Paid-in		Retained			Comprehensive			Treasury			holders’			(Loss)
		Stock		Capital		Earnings			Income (Loss)			Stock			Equity			Income
		In millions, except amounts per share
Stockholders’ equity at December 31, 1998		$	5.8	$	131.9	$	32.5		$	(13.9	)	$	(29.4	)	$	126.9
Net earnings							106.0									106.0		$	106.0
Foreign currency translation adjustments										(10.4	)					(10.4	)		(10.4	)
Comprehensive income for the year ended December 31, 1999							106.0			(10.4	)							$	95.6
Dividends to stockholders, $0.320 per share							(18.4	)								(18.4	)
Employee stock purchases					2.6								21.2			23.8
Stockholders’ equity at December 31, 1999		$	5.8	$	134.5	$	120.1		$	(24.3	)	$	(8.2	)	$	227.9
Net earnings							125.5									125.5		$	125.5
Foreign currency translation adjustments										(34.1	)					(34.1	)		(34.1	)
Comprehensive income for the year ended December 31, 2000							125.5			(34.1	)							$	91.4
Dividends to stockholders, $0.325 per share							(19.3	)								(19.3	)
Employee stock purchases			0.2		27.5								8.2			35.9
Tax benefit from exercise of non-qualified stock options					8.0											8.0
Stockholders’ equity at December 31, 2000		$	6.0	$	170.0	$	226.3		$	(58.4	)	$	—		$	343.9
Net earnings							138.4									138.4		$	138.4
Foreign currency translation adjustments										1.2						1.2			1.2
Derivatives qualifying as hedges
	Net derivative gains									15.0						15.0			15.0
	Reclassifications to income									(6.2	)					(6.2	)		(6.2	)
Comprehensive income for the year ended December 31, 2001							138.4			10.0								$	148.4
Dividends to stockholders, $0.340 per share							(20.7	)								(20.7	)
Employee stock purchases			0.1		38.9											39.0
Tax benefit from exercise of non-qualified stock options					7.6											7.6
Stockholders’ equity at December 31, 2001		$	6.1	$	216.5	$	344.0		$	(48.4	)	$	—		$	518.2

See accompanying notes to consolidated financial statements.

36

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Years Ended December 31,
					2001			2000			1999
					In millions
Cash Flows from Operating Activities
	Net earnings				$	138.4		$	125.5		$	106.0
	Adjustments to reconcile net earnings to net cash provided by operating activities
		Depreciation and amortization				126.4			136.1			143.7
		Cumulative effect of accounting change, net of tax				3.1			—			—
		Loss (gain) on sale of property, plant and equipment				2.7			(3.2	)		(3.9	)
		Net deferred income taxes				10.2			18.6			34.8
		Changes in assets and liabilities:
			Trade and other receivables			(37.1	)		20.4			(9.2	)
			Inventories			(4.9	)		(5.1	)		(11.2	)
			Accounts payable and accrued expenses			13.9			(93.1	)		(20.6	)
			Income taxes payable			21.9			14.8			(9.4	)
			Other			2.0			(4.9	)		(17.6	)
				Net cash provided by operating activities		276.6			209.1			212.6
Cash Flows from Investing Activities
	Additions to property, plant and equipment					(175.0	)		(141.3	)		(134.9	)
	Proceeds from disposal of property, plant and equipment					2.8			19.4			16.3
	Proceeds from sale of certain clinical chemistry assets					0.9			15.4			—
	Purchase of investments					—			(6.9	)		—
	Payment for acquisitions					(6.7	)		—			—
				Net cash used by investing activities		(178.0	)		(113.4	)		(118.6	)
Cash Flows from Financing Activities
	Dividends to stockholders					(20.7	)		(19.3	)		(18.4	)
	Proceeds from issuance of stock					39.0			35.9			24.6
	Net notes payable (reductions) borrowings					(34.3	)		4.7			(72.1	)
	Long-term debt borrowings					235.0			—			41.6
	Long-term debt reductions					(308.6	)		(118.4	)		(59.9	)
	Debt acquisition costs					(1.9	)		—			—
				Net cash used by financing activities		(91.5	)		(97.1	)		(84.2	)
Effect of exchange rates on cash and equivalents						(0.7	)		(3.4	)		(0.1	)
Increase (decrease) in cash and equivalents						6.4			(4.8	)		9.7
Cash and equivalents-beginning of year						29.6			34.4			24.7
Cash and equivalents-end of year					$	36.0		$	29.6		$	34.4
Supplemental Disclosures of Cash Flow Information
	Cash paid during the period for:
		Cash payments for interest			$	52.3		$	69.8		$	76.5
		Cash payments for income taxes			$	49.3		$	31.8		$	23.0
	Non-cash investing and financing activities:
		Purchase of equipment under capital lease			$	6.3		$	3.4		$	3.0
		Issuance of restricted stock as employee compensation			$	—		$	—		$	(0.8	)

See accompanying notes to consolidated financial statements.

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Tabular dollar amounts in millions, except amounts per share

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

      Beckman Coulter simplifies and automates laboratory processes used in all phases of the battle against disease. The Company designs, manufactures and markets systems which consist of instruments, chemistries, software and supplies that meet a variety of biomedical laboratory needs. Its products are used in a range of applications, from instruments used for pioneering medical research, clinical trials and drug discovery to diagnostic systems found in hospitals and physicians’ offices to aid in patient care. Beckman Coulter competes in market segments that it estimates totaled approximately $33 billion in annual sales worldwide in 2001. The Company currently has products which address approximately half of that market.

      Beckman Coulter’s product lines include virtually all blood tests routinely performed in hospital laboratories and a range of systems for medical and pharmaceutical research. The Company has more than 200,000 systems operating in laboratories around the world, with approximately 62% of 2001 revenues coming from after-market customer purchases of operating supplies, chemistry kits and service. Beckman Coulter markets its products in more than 130 countries, with approximately 44% of revenues in 2001 coming from sales outside the United States.

Principles of Consolidation

      The consolidated financial statements include the accounts of Beckman Coulter, Inc., and its wholly owned subsidiaries (the “Company”). All significant intercompany transactions have been eliminated from the consolidated financial statements. Balance sheet amounts for subsidiaries operating outside the United States and Canada are as of November 30. The operating results for the Company’s international subsidiaries (except Canada) are for the twelve-month periods ending on November 30.

Use of Estimates

      The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions, including accounts receivable and inventory valuations, warranty accruals, value of long-lived assets, pension obligations, environmental and litigation obligations, taxes, etc. These estimates and assumptions affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Financial Instruments

      The carrying values of the Company’s financial instruments approximate their fair value at December 31, 2001 and 2000. Management estimates are used to determine the market value of cash and equivalents, trade and other receivables, notes payable, accounts payable and amounts included in other current assets, other assets and accrued expenses meeting the definition of a financial instrument. Quotes from financial institutions are used to determine market values of the Company’s debt and derivative financial instruments.

Foreign Currency Translation

      Non-U.S. assets and liabilities are translated into U.S. dollars using year-end exchange rates. Operating results are translated at exchange rates prevailing during the year. The resulting translation adjustments are accumulated as a separate component of stockholders’ equity. Gains and losses from remeasurements relating to foreign entities deemed to be operating in U.S. dollar functional currency or in highly inflationary economies are included in the Consolidated Statements of Operations.

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash and Equivalents

      Cash and equivalents include cash in banks, time deposits and investments having maturities of three months or less from the date of acquisition.

Inventories

      Inventories are valued at the lower of cost or market using the first-in, first-out method.

Property, Plant and Equipment and Depreciation

      Land, buildings, machinery and equipment are carried at cost. The cost of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Depreciation is computed generally on the straight-line basis over the estimated useful lives of the related assets. Buildings are depreciated over 20 to 40 years, machinery and equipment over 3 to 10 years and instruments subject to lease over 5 years. Leasehold improvements are amortized over the lesser of the life of the asset or the term of the lease, but not in excess of 20 years.

Goodwill and Other Intangibles

      Goodwill represents the excess of the purchase price over the estimated fair value of the tangible and intangible net assets acquired. Prior to the adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (see “Recent Accounting Developments” below), goodwill was being amortized on a straight-line basis over approximately 40 years. Other intangibles consist primarily of patents, trademarks, developed technology and customer base arising from business combinations. Other intangibles have been amortized on a straight-line basis over periods ranging from 5 to 25 years.

Accounting for Long-Lived Assets

      Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the fair value is less than the carrying amount of the asset, a loss is recognized for the difference.

Revenue Recognition

      For products, revenue is recognized when title and risk of loss transfers, except when a customer enters into an operating-type lease agreement, revenue is recognized over the life of the lease. Under a sales-type lease agreement, revenue is recognized at the time of shipment with interest income recognized over the life of the lease. Service revenues are recognized ratably over the life of the service agreement or as service is performed, if not under contract. For those equipment sales which include other obligations, such as providing after market supplies and/or service, the Company allocates revenue based on the relative fair values of the individual components as determined by cash sales prices. Credit is extended based upon the evaluation of the customer’s financial condition and generally does not require collateral.

Non-operating Income and Expenses

      The Company’s non-operating income and expenses are generally comprised of six items: (i) interest income, (ii) interest expense, (iii) foreign exchange gains or losses (which amounted to a gain (loss) of $11.6 million, $11.8 million and $(1.1) million for the years ended December 31, 2001, 2000 and 1999, respectively), (iv) income (loss) from investments that are non-core or are accounted for as a minority interest, (v) gains (losses) on disposals of land and or buildings, and (vi) gains (losses) on sales of sales-type lease receivables. Interest income typically includes income from sales-type leases and interest on cash equivalents and other investments. Foreign exchange gains or losses are primarily the result of the Company’s hedging activities and are recorded net of any net premiums paid.

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recent Accounting Developments

Derivatives and Hedging Activities

      Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). The provisions of the statement require the recognition of all derivatives as either assets or liabilities in the consolidated balance sheet and the measurement of those instruments at fair value. Changes in the fair value of derivatives designated as fair value hedges and of the hedged item attributable to the hedged risk are recognized in other non-operating (income)/ expense. If the derivative is designated as a cash flow hedge, the effective portion of the fair value of the derivative is recorded in accumulated other comprehensive income (i.e., derivatives qualifying as hedges) and is subsequently recognized in other non-operating (income)/ expense upon the recognition of the hedged transaction. Ineffective portions of changes in the fair value of cash flow hedges are immediately recognized in other non-operating (income)/ expense. If the derivative is designated as hedging the foreign currency exposure of a net investment in a foreign operation (“net investment hedge”), the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive income (i.e., cumulative foreign currency translation adjustment). Prior to the date of adoption of SFAS 133, the Company’s existing foreign currency contracts were characterized as fair value hedges. The effect of the re-characterization to cash flow hedges on January 1, 2001 was not material. The adoption of SFAS 133 resulted in a cumulative after-tax reduction to income of $3.1 million (net of income taxes of $1.8 million) during 2001.

      Prior to the adoption of SFAS 133, market gains and losses and applicable premiums on foreign currency contacts used to hedge firm commitments denominated in foreign currencies were recognized in other non-operating (income)/ expense when the hedged transaction was recognized. Market value gains and losses on foreign currency contracts used to hedge the market risk of a subsidiary’s net asset position were recognized in accumulated other comprehensive income (i.e., cumulative foreign currency translation adjustment) and were only recognized in other non-operating (income)/ expense upon liquidation of the subsidiary. Foreign currency swap contracts that hedged loans between subsidiaries and the underlying loans between subsidiaries were marked to market with the resulting gains and losses recognized in earnings. Interest rate derivative contracts were recognized at fair value only if the hedged relationship was terminated.

Transfers of Financial Assets and Extinguishments of Liabilities

      Effective April 1, 2001, the Company adopted SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. This statement replaces SFAS 125 and revises the accounting for securitizations and other transfers of financial assets. The adoption of SFAS 140 did not have a material impact on the Company’s financial position or results of operations.

Goodwill and Other Intangible Assets

      SFAS 142 “Goodwill and Other Intangible Assets” requires that goodwill and other intangible assets that have indefinite useful lives not be amortized but rather be tested at least annually for impairment. The Company adopted SFAS 142 on January 1, 2002. However, goodwill and intangible assets acquired after June 30, 2001 were subject to the amortization provisions of SFAS 142. The Company estimates that the adoption of SFAS 142 will decrease amortization expense in 2002 by approximately $15 million (net of income taxes of $3 million).

Accounting for Asset Retirement Obligations

      SFAS 143 “Accounting for Asset Retirement Obligations” addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company is required to adopt SFAS 143 on January 1, 2003. The Company is currently evaluating the impact of SFAS 143 on its consolidated financial statements and results of operations.

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Changes in Presentation

      Certain prior year amounts have been reclassified to conform to the current year presentation.

2.     Composition of Certain Financial Statement Captions

			2001			2000
Trade and other receivables
	Trade receivables		$	524.6		$	501.2
	Other receivables			27.4			40.5
	Current portion of sales-type lease receivables			30.9			20.1
	Less allowance for doubtful accounts			(18.3	)		(25.1	)
			$	564.6		$	536.7
Inventories
	Raw materials, parts and assemblies		$	104.7		$	95.7
	Work in process			22.6			22.4
	Finished products			238.8			214.0
			$	366.1		$	332.1
Property, plant and equipment, net
	Land		$	7.7		$	9.4
	Buildings			114.4			116.4
	Machinery and equipment			441.7			375.0
	Instruments subject to lease(a)			254.9			273.1
				818.7			773.9
	Less accumulated depreciation
		Buildings, machinery and equipment		(312.1	)		(306.3	)
		Instruments subject to lease(a)		(159.2	)		(169.4	)
			$	347.4		$	298.2
Accrued expenses
	Purchase and assumed liabilities (see Note 3)		$	6.0		$	32.6
	Unrealized service income			68.6			69.1
	Accrued compensation			85.7			86.0
	Other			100.3			92.5
			$	260.6		$	280.2

(a)  Includes instruments leased to customers generally under three- to five-year cancelable operating leases.

3.     Acquisition of Coulter

      On October 31, 1997, the Company acquired all of the outstanding capital stock of Coulter for $850.2 million, net of Coulter’s cash on hand of $24.8 million at the date of acquisition. The acquisition was accounted for using the purchase method of accounting. This acquisition resulted in $342.0 million of goodwill (including post-acquisition adjustments), which reflected the excess of the purchase price and purchase and assumed liabilities over the fair value of net identifiable assets and in-process research and development projects acquired. Other acquired intangibles amounted to $404.0 million including $170.0 million attributable

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to the installed customer base and $116.0 million of developed technology. At the time of the acquisition of Coulter, the Company assumed certain liabilities and estimated certain other liabilities associated with consolidating and restructuring certain functions of Coulter and the Company (collectively referred to as “purchase and assumed liabilities”). These purchase and assumed liabilities amounted to $286.0 million.

      Details of total purchase and assumed liabilities recorded and activity in these accounts are as follows:

Balance at December 31, 1998	$	110.0
1999 Activity:
Personnel	$	(55.2	)
Tax issues		(0.4	)
Other		(1.9	)
Total 1999 activity	$	(57.5	)
Balance at December 31, 1999:
Personnel	$	15.2
Tax issues		16.2
Other		21.1
Balance at December 31, 1999	$	52.5
2000 Activity:
Personnel	$	(4.5	)
Tax issues		(1.4	)
Other		(5.5	)
Reversal of excess purchase liabilities		(8.5	)
Total 2000 activity	$	(19.9	)
Balance at December 31, 2000:
Personnel	$	5.8
Tax issues		14.1
Other		12.7
Balance at December 31, 2000	$	32.6
2001 Activity:
Personnel	$	(3.9	)
Tax issues		(0.8	)
Other		(5.1	)
Reversal of excess purchase liabilities		(16.8	)
Total 2001 activity	$	(26.6	)
Balance at December 31, 2001:
Personnel	$	1.9
Tax issues		1.0
Other		3.1
Balance at December 31, 2001	$	6.0

      The reversal of excess purchase liabilities in 2001 and 2000 of $16.8 million and $8.5 million, respectively, partially offset by a related reversal of $6.8 million and $2.8 million, respectively, of deferred income tax assets

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

were recorded as a reduction to goodwill. In addition to the aforementioned adjustments, the reversal of certain net deferred tax assets and other purchase accounting adjustments related to the acquisition of Coulter resulted in a $15.4 million and $3.6 million increase in goodwill during 2001 and 2000, respectively.

      Management estimates that the balance of purchase and assumed liabilities for “personnel” and “other” of $1.9 million and $3.1 million, respectively, will be utilized during 2002. Management estimates that “tax issues” totaling $1.0 million will be utilized as various tax audits of Coulter are completed.

4.     Provision for Restructuring Operations

      In the fourth quarters of 2001 and 1999, the Company recorded restructuring charges of $0.9 million and $4.3 million, respectively, related to certain reorganization activities. In the fourth quarters of 2001, 2000 and 1999, the Company reversed $1.4 million, $2.4 million and $4.5 million, respectively, of excess restructure charges taken in prior years. These reversals resulted in net restructuring credits of $0.5 million, $2.4 million and $0.2 million in 2001, 2000 and 1999, respectively, which are included in “Restructure credit” on the Consolidated Statements of Operations.

5.     Sale of Assets

      During 2001, the Company sold certain sales-type lease receivables as part of its plan to reduce debt. The net book value of financial assets sold was $64.4 million for which the Company received approximately $68.6 million in cash proceeds. In 2000 and 1999, the Company sold similar assets with a net book value of $73.4 million and $72.4 million, respectively, for cash proceeds of $74.1 million and $74.0 million, respectively. These transactions were accounted for as sales and as a result the related receivables have been excluded from the accompanying Consolidated Balance Sheets. The sales are subject to certain recourse and servicing provisions, and as such the Company has established reserves for these probable liabilities.

      In 2001, 2000 and 1999, as a result of Coulter integration activities, the Company sold excess facilities outside the United States which resulted in (losses) gains included in non-operating income of $(0.3) million, $3.2 million and $3.9 million, respectively.

6.     Sale-leaseback of Real Estate

      On June 25, 1998, the Company sold its interest in four of its properties located in Brea, California; Palo Alto, California; Chaska, Minnesota; and Miami, Florida. At the same time, the Company entered into long-term leases for each of these properties.

      The initial term of each of the leases is twenty years, with options to renew for up to an additional thirty years. As provided by the leases, the Company pays the rents in Japanese Yen. Annual rentals are approximately $16.8 million at 2001 year-end rates. At the closing of the sale-leaseback transaction, the Company became guarantor of a currency swap agreement between its landlord and its banks to convert the Yen payments to U.S. dollars. As long as this swap agreement is in place, the Company’s obligation is to pay the rents in Yen. If this agreement ceases to exist, the Company’s obligation reverts to U.S. dollar payments. The Company expects to pay the rents as they come due out of cash generated by its Japanese operation. Obligations under the operating lease agreements are included in Note 12 “Commitments and Contingencies”.

      The aggregate proceeds from the sale of the four properties totaled $242.8 million (received in cash at closing) before closing costs and transaction expenses. In accordance with the accounting rules for transactions in which a property is sold and immediately leased back from the buyer (sale-leaseback), the Company has postponed recognizing the gain from this transaction in its earnings and included it in “Other liabilities”. The gain is being amortized over the initial lease term of twenty years. The remaining unrecognized gain was $116.0 million and $123.1 million at December 31, 2001 and 2000, respectively.

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.     Debt Financing

      Notes payable consists primarily of short-term bank borrowings by the Company’s subsidiaries outside the United States under local lines of credit. At December 31, 2001 approximately $73.8 million of unused uncommitted short-term lines of credit were available to the Company’s subsidiaries outside the United States at various interest rates. Within the United States, $30.0 million in unused uncommitted short-term lines of credit at market rates were available.

      Long-term debt consisted of the following at December 31:

	Average Rate
	of Interest			2001			2000
Revolving credit facility		—		$	—		$	295.0
Senior Notes, unsecured, due 2003		7.10	%		160.0			160.0
Senior Notes, unsecured, due 2008		7.45	%		240.0			240.0
Senior Notes, unsecured, due 2011		6.88	%		235.0			—
Debentures, unsecured, due 2026		7.05	%		100.0			100.0
Other long-term debt		3.21	%		69.1			77.0
Fair value adjustment (see Note 8)					10.5			—
Unamortized debt discounts and other					(7.9	)		(11.0	)
					806.7			861.0
Less current maturities					46.4			9.2
Long-term debt, less current maturities				$	760.3		$	851.8

      The aggregate maturities of long-term debt for the five years subsequent to December 31, 2001 are $46.4 million in 2002, $175.8 million in 2003, $5.8 million in 2004, $0.6 million in 2005, $0.1 million in 2006 and $575.4 million thereafter.

Revolving Credit Facility

      In October 1997, the Company entered into a credit facility agreement (the “Credit Agreement”) with a group of financial institutions. The Credit Agreement originally provided for borrowings of up to $550.0 million through an unsecured revolving credit facility (the “Credit Facility”). Funds borrowed under the Credit Facility generally bear interest at current market rates plus a margin based upon the Company’s senior unsecured debt rating or debt to equity ratio, whichever is more favorable. Additionally, the Company pays a quarterly facility fee on the average Credit Facility commitment (0.125% per annum at December 31, 2001). The Credit Agreement requires mandatory prepayment of the Credit Facility borrowings (and, to the extent provided, reductions in commitments) thereunder from excess cash flow (as defined in the Credit Agreement), and from proceeds of certain equity or debt offerings, asset sales and extraordinary receipts. The Credit Facility, which matures in October 2002, is not subject to any scheduled principal amortization. Approximately $6.8 million of fees paid to enter the Credit Agreement are being amortized to interest over the term of the Credit Agreement. Under the terms of the Credit Agreement, dividend payments are limited but not prohibited.

      In November 2001, the Company received proceeds from a Senior Notes offering (see “Senior Notes” below) which was used to pay down the Credit Facility. In conjunction with the pay down of the Credit Facility, the Credit Agreement commitment was reduced from $550.0 million to $317.0 million. Amounts may be drawn under the Credit Facility to meet future working capital and other business needs of the Company.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Senior Notes

      In March 1998, the Company issued $160.0 million of 7.10% and $240.0 million of 7.45% unsecured Senior Notes due March 4, 2003 and 2008 (the “1998 Senior Notes”), respectively. Interest is payable semi-annually in March and September. Discount and issuance costs approximated $6.7 million and are being amortized to interest expense over the term of the 1998 Senior Notes.

      In November 2001, the Company issued $235.0 million of 6.875% unsecured Senior Notes due November 15, 2011 (the “2001 Senior Notes”). Interest is payable semi-annually in May and November. Discount and issuance costs approximated $1.9 million and are being amortized to interest expense over the term of the 2001 Senior Notes.

      At the Company’s option, the 1998 Senior Notes and 2001 Senior Notes may be redeemed in whole or in part at any time at a redemption price equal to the greater of:

•  the principal amount of the Senior Notes; or

•  the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at a comparable treasury rate plus a margin of 0.25% for Senior Notes due 2003, 0.375% for Senior Notes due 2008, and 0.35% for the Senior Notes due 2011.

      In connection with the issuance of the 1998 Senior Notes and 2001 Senior Notes, certain of the Company’s subsidiaries guaranteed such notes (see Note 15 “Guarantor Subsidiaries”).

Debentures

      In June 1996, the Company issued $100.0 million of debentures bearing an interest rate of 7.05% per annum due June 1, 2026. Interest is payable semi-annually in June and December. Discount and issuance costs of approximately $1.5 million are being amortized to interest expense over the term of the debentures. The debentures may be repaid on June 1, 2006 at the option of the holders of the debentures. In March 1998, the debenture agreement was amended to increase the June 1, 2006 redemption price to 103.9% of the principal amount, together with accrued interest to June 1, 2006. The debentures may be redeemed, in whole or in part, at the Company’s option at any time after June 1, 2006, at a redemption price equal to the greater of:

•  the principal amount of the debentures; or

•  the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at a comparable treasury issue rate plus a margin of 0.1%.

Other Long-term Debt

      Other long-term debt at December 31, 2001 consists principally of $59.3 million of notes used to fund the operations of the Company’s international subsidiaries. Some of the notes issued by the Company’s international subsidiaries are secured by their assets. Notes used to fund international subsidiaries amounted to $70.8 million at December 31, 2000. Capitalized lease obligations of $9.8 million in 2001 and $6.2 million in 2000 are also included in other long-term debt.

Covenants

      Certain of the Company’s borrowing agreements contain covenants that the Company must comply with, for example: minimum net worth, maximum capital expenditures, a debt to earnings ratio, a minimum interest coverage ratio and a maximum amount of debt incurrence. At December 31, 2001, the Company was in compliance with all such covenants.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.     Derivatives

      The Company uses derivative financial instruments to hedge foreign currency and interest rate exposures. The Company’s objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures. The Company does not speculate in derivative instruments in order to profit from foreign currency exchange or interest rate fluctuations; nor does the Company enter into trades for which there are no underlying exposures. The following discusses in more detail the Company’s foreign currency and interest rate exposures and related derivative instruments.

Foreign Currency

      The Company manufactures its products principally in the United States, but generates approximately 44% of its revenues from sales made outside the United States by its international subsidiaries. Sales generated by the international subsidiaries generally are denominated in the subsidiary’s local currency, thereby exposing the Company to the risk of foreign currency fluctuations. In order to mitigate the impact of changes in foreign currency exchange rates, the Company uses derivative financial instruments (or “foreign currency contracts”) to hedge the foreign currency exposure resulting from cash flows attributable to anticipated foreign currency denominated transactions. These foreign currency contracts include forward and option contracts and are designated as cash flow hedges.

      The Company uses foreign currency swap contracts to hedge loans between subsidiaries. These foreign currency swap contracts are designated as fair value hedges.

      In July 2001, the Company entered into a foreign currency swap contract to hedge a net investment in a foreign operation. This foreign currency swap contract is designated as a net investment hedge. At December 31, 2001, a $1.3 million gain associated with this foreign currency swap contract was included in accumulated other comprehensive income (i.e., cumulative foreign currency translation adjustment).

      Prior to the adoption of Derivatives Implementation Issue G20 during the quarter ended September 30, 2001, changes in time value were excluded from the assessment of hedge effectiveness for options designated as cash flow hedges. During 2001, the Company recognized $1.7 million of hedge ineffectiveness associated with its cash flow hedges. No hedge ineffectiveness was recognized on the Company’s fair value hedges during 2001. No fair value or cash flow hedges were discontinued during the twelve months ended December 31, 2001.

      Derivative gains and losses included in accumulated other comprehensive income are reclassified into other non-operating (income)/ expense upon the recognition of the hedged transaction. The Company estimates that the $8.8 million unrealized gain included in accumulated other comprehensive income at December 31, 2001 will be reclassified to other non-operating (income)/ expense within the next twelve months. The actual amounts that will be reclassified to earnings over the next twelve months will vary from this amount as a result of changes in market conditions. The Company has cash flow hedges at December 31, 2001 which settle as far out as December 31, 2002.

     Interest Rate

      The Company uses interest rate derivative contracts on certain borrowing transactions to hedge fluctuating interest rates. Interest differentials paid or received under these contracts are recognized as adjustments to the effective yield of the underlying financial instruments hedged.

      In March 1998, the Company entered into reverse interest rate swap contracts totaling $300.0 million associated with the issuance of the $400.0 million 1998 Senior Notes. In October 2001, the Company terminated $60.0 million of these reverse interest rate swap contracts, resulting in a gain of $2.7 million, which is being amortized to interest expense over the remaining original term of the swap agreement. Pursuant to the reverse interest rate swap agreements, as amended, the Company receives an average fixed interest rate of 6.2% and pays a floating interest rate based on 3-month LIBOR (2.0% at December 31, 2001). These reverse

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

interest rate swaps are designated as fair value hedges and are deemed perfectly effective pursuant to SFAS 133 as all significant terms of the 1998 Senior Notes and the reverse interest rate swap contracts match. At December 31, 2001, the fair value of the reverse interest rate swaps was $10.5 million and is included in other assets. An offsetting $10.5 million credit is included in long-term debt as a fair value adjustment to the 1998 Senior Notes.

9.     Income Taxes

      The components of earnings before income taxes were:

	2001		2000		1999
U.S	$	128.9	$	121.6	$	62.9
Non-U.S		76.1		60.3		91.8
	$	205.0	$	181.9	$	154.7

      The provision for income taxes consisted of the following:

			2001		2000			1999
Current
	U.S. federal		$	32.7	$	21.1		$	—
	Non-U.S			14.7		14.5			10.1
	U.S. state			5.9		2.7			1.7
	Puerto Rico			—		—			1.8
		Total current		53.3		38.3			13.6
Deferred
	U.S. federal			4.4		19.0			25.8
	Non-U.S.			5.8		(0.9	)		9.3
		Total deferred, net		10.2		18.1			35.1
Total			$	63.5	$	56.4		$	48.7

      The reconciliation of the U.S. federal statutory tax rate to the consolidated effective tax rate is as follows:

	2001			2000			1999
Statutory tax rate		35.0	%		35.0	%		35.0	%
State taxes, net of U.S. tax benefit		1.9			1.1			0.7
Ireland income		(3.1	)		(3.2	)		(2.5	)
Puerto Rico income		—			—			(1.0	)
Nondeductible goodwill		1.7			1.9			2.3
Non-U.S. taxes		0.2			(0.9	)		0.9
Foreign income taxed in the U.S., net of credits		(0.6	)		3.0			3.5
Other		(4.1	)		(5.9	)		(7.4	)
Effective tax rate		31.0	%		31.0	%		31.5	%

      Certain income of a subsidiary that conducted manufacturing operations in Puerto Rico was, and subsidiaries operating in Ireland and China are, taxed at substantially lower income tax rates than the U.S. federal statutory tax rate. The lower tax rate reduced expected taxes by approximately $6.4 million in 2001, $5.8 million in 2000 and $5.5 million in 1999. Although the lower Puerto Rico income tax rate was not

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

scheduled to expire until July 2003, the closure of the Puerto Rico manufacturing operations in October 1999, as part of the Company’s restructuring plan, shortened the period of benefit.

      The components of the provision for deferred income taxes are:

		2001			2000			1999
Accelerated depreciation for tax purposes		$	0.1		$	(14.5	)	$	(0.4	)
Accrued expenses			(5.1	)		23.9			(10.0	)
Compensation			(2.3	)		(2.5	)		(1.4	)
Deferred service contracts			1.9			0.8			4.1
Intangibles			(5.6	)		(6.2	)		—
International			5.8			(0.8	)		9.2
Inventories			0.8			4.8			3.0
Leases			1.2			(10.9	)		4.4
Net operating loss carryforwards			—			6.2			31.6
Postemployment/retirement benefits			(2.0	)		(7.5	)		(11.8	)
Purchase and assumed liabilities			3.6			4.2			20.1
Restructuring costs			1.0			8.4			6.2
Tax credits (primarily research and development)			7.2			9.4			(6.8	)
Other			3.6			2.8			(13.1	)
	Total	$	10.2		$	18.1		$	35.1

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tax effect of temporary differences which give rise to significant portions of deferred tax assets and liabilities consists of the following at December 31:

					2001			2000
Deferred tax assets
	Accrued expenses				$	41.5		$	36.4
	Compensation					7.5			5.2
	International					19.9			22.8
	Inventories					3.9			4.7
	Postemployment/retirement benefits					53.9			51.9
	Purchase and assumed liabilities					1.8			12.2
	Restructuring costs					0.2			1.2
	Tax credits (primarily research and development)					19.6			26.8
	Other					49.3			41.4
						197.6			202.6
		Less: Valuation allowance				(51.1	)		(59.2	)
			Total deferred tax assets			146.5			143.4
Deferred tax liabilities
	Accelerated depreciation					(4.4	)		(4.3	)
	Deferred service contracts					(8.6	)		(6.7	)
	Intangibles					(117.8	)		(123.4	)
	International					(11.3	)		(7.3	)
	Leases					(3.3	)		(2.1	)
	Other					(66.5	)		(42.6	)
			Total deferred tax liabilities			(211.9	)		(186.4	)
				Net deferred tax liability	$	(65.4	)	$	(43.0	)

      The Company’s tax credits of $19.6 million at December 31, 2001 are scheduled to expire in the years 2013 to 2018.

      At December 31, 2001, the Company had a valuation allowance of $51.1 million associated with certain deferred tax assets due to uncertainties regarding their realizability. The Company believes that the remaining deferred income tax assets will be realized based upon its historical pre-tax earnings, adjusted for significant items such as non-recurring charges. Certain tax planning or other strategies will be implemented, if necessary, to supplement income from operations to fully realize these deferred tax assets.

      During the year ended December 31, 2001, the Company decreased its valuation allowance by $8.1 million. The offsetting credit was recorded as a reduction to goodwill as it related to the reversal of a valuation allowance established for certain deferred tax assets acquired from Coulter. Of the $51.1 million of valuation allowance at December 31, 2001, $7.1 million relates to additional valuation allowances established for certain deferred tax assets acquired from Coulter.

      Non-U.S. withholding taxes and U.S. taxes have not been provided on approximately $252.7 million of unremitted earnings of certain non-U.S. subsidiaries because such earnings are or will be reinvested in operations or will be offset by credits for foreign income taxes paid.

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.     Employee Benefits

Incentive Compensation Plan

      In 1998, the Company adopted the 1998 Incentive Compensation Plan (the “1998 Plan”), which replaced a 1990 Plan. An initial 4.0 million shares were reserved under the 1998 Plan. Granted options typically vest over three or four year periods and expire ten years from the date of grant. Each year, commencing January 1, 1999, the number of shares available under the 1998 Plan will increase by 1.5% of the number for voting purposes of common stock issued and outstanding as of the prior December 31. As of January 1, 2002, 3.3 million shares remain available for grant under this plan.

      The following is a summary of the option activity, including weighted average option information (in thousands, except per option information):

	2001					2000					1999
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
				Price Per					Price Per					Price Per
	Options			Option		Options			Option		Options			Option
Outstanding at beginning of year		7,390		$	20.45		7,192		$	18.30		6,443		$	16.15
Granted		1,434		$	38.63		1,475		$	26.29		1,422		$	26.36
Exercised		(1,615	)	$	15.23		(1,234	)	$	14.71		(570	)	$	13.07
Canceled		(46	)	$	27.96		(43	)	$	25.33		(103	)	$	24.46
Outstanding at end of year		7,163		$	25.22		7,390		$	20.45		7,192		$	18.30

			Weighted						Weighted
			Average						Average
	Options		Exercise		Weighted Average		Options		Exercise
	Outstanding at		Price Per		Remaining		Exercisable at		Price Per
	December 31,		Outstanding		Contractual Life		December 31,		Exercisable
Range of Exercise Prices	2001		Option		(Years)		2001(a)		Option
$ 0.00 to $11.50		246	$	10.77		0.9		246	$	10.77
$11.51 to $19.50		793	$	13.79		2.5		793	$	13.79
$19.51 to $23.50		2,114	$	20.52		4.4		2,094	$	20.51
$23.51 to $27.50		2,362	$	26.02		7.2		1,091	$	26.30
$27.51 to $31.50		92	$	29.14		7.3		39	$	29.07
$31.51 to $35.50		89	$	32.57		8.0		53	$	32.08
$35.51 to $39.50		1,438	$	38.50		8.9		56	$	37.37
$39.51 to $43.50		18	$	41.47		9.7		—		N/A
$43.51 to $47.60		11	$	45.15		9.7		—		N/A
		7,163						4,372

(a)  Options exercisable at December 31, 2000 and 1999 (in thousands) were 4,806 and 4,977, respectively.

      The Company continues to follow the guidance of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Additionally, the Company adopted Financial Accounting Standards Board Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation” (“FIN 44”) on July 1, 2000. The adoption of FIN 44 did not have a material effect on the Company’s financial position or results of operations.

      Pursuant to APB 25, compensation related to stock options is the difference between the grant price and the fair market value of the underlying common shares at the grant date. Generally, the Company issues options to employees with a grant price equal to the market value of its common stock on the grant date.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accordingly, the Company has recognized no compensation expense on its stock option plans. The Company also does not recognize compensation expense on stock issued to employees under its stock purchase plan (see below for discussion), where the discount from the market value is not material. The following represents pro forma information as if the Company recorded compensation cost using the fair value of the issued compensation instrument under Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based Compensation”:

	2001			2000			1999
Earnings before accounting change (as reported)	$	141.5		$	125.5		$	106.0
Assumed stock compensation cost, net of tax		(8.9	)		(8.0	)		(7.7	)
Pro forma earnings before accounting change	$	132.6		$	117.5		$	98.3
Diluted earnings per share before accounting change (as reported)	$	2.21		$	2.03		$	1.79
Pro forma diluted earnings per share before accounting change	$	2.07		$	1.90		$	1.66

      The Company uses the Black-Scholes valuation model for estimating the fair value of the options. The following represents the estimated fair value of options granted and the assumptions used for calculation:

	2001			2000			1999
Weighted average estimated fair value per option granted	$	14.55		$	11.26		$	11.96
Average exercise price per option granted	$	38.63		$	26.29		$	26.36
Stock volatility		28.7	%		30.9	%		26.9	%
Risk-free interest rate		5.1	%		5.2	%		6.7	%
Option term — years		7.8			9.6			9.6
Stock dividend yield		1.3	%		1.3	%		1.4	%

Stock Purchase Plan

      The Company has a stock purchase plan that operates in accordance with section 423 of the Internal Revenue Code whereby all United States employees and employees of certain subsidiaries outside the Unites States can purchase the Company’s common stock at favorable prices. Under the plan, eligible employees are permitted to apply salary withholdings to purchase shares of common stock at a price equal to 90% of the lower of the market value of the stock at the beginning or end of each six-month option period ending June 30 and December 31. During 2001, 2000 and 1999, employees purchased 0.3 million shares, 0.4 million shares and 0.2 million shares, respectively, and 3.7 million shares remain available for use in the plan at December 31, 2001.

Stock Appreciation Rights

      The Company periodically awards stock appreciation rights to certain employees of its international subsidiaries. These rights vest over three or four years. Compensation expense for these rights is based on changes between the grant price and the fair market value of the rights. Compensation expense attributable to the stock appreciation rights was insignificant during 2001, 2000 and 1999.

Postemployment Benefits

      Pursuant to Statement of Financial Accounting Standards No. 112 “Employers Accounting for Postemployment Benefits,” the Company recognizes an obligation for certain benefits awarded to individuals after employment but before retirement. During 2001, 2000 and 1999, the Company recorded charges of $3.8 million, $0.6 million and $2.0 million, respectively, associated with its postemployment obligations.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11.     Retirement Benefits

Defined Benefit Pension Plans

      The Company provides pension benefits covering the majority of its employees. Pension benefits for Beckman Coulter’s domestic employees are based on age, years of service and compensation rates. The Company’s funding policy is to provide currently for accumulated benefits, subject to federal regulations. Assets of the plans consist principally of government fixed income securities and corporate stocks and bonds.

      Certain of the Company’s international subsidiaries have separate pension plan arrangements, which include both funded and unfunded plans. Unfunded foreign pension obligations are recorded as a liability on the Company’s consolidated balance sheets.

      Consolidated pension expense was $13.4 million in 2001, $11.8 million in 2000 and $22.0 million in 1999. Pension expense for international plans was $4.3 million in 2001, $4.6 million in 2000 and $4.7 million in 1999.

Postretirement Plan

      The Company’s Postretirement Plan provides certain healthcare and life insurance benefits for retired United States employees and their dependents. Eligibility under the Postretirement Plan and participant cost sharing is dependent upon the participant’s age at retirement, years of service and retirement date.

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following represents required disclosures regarding benefit obligations and plan assets of the Pension and Postretirement Plans determined by independent actuarial valuations:

		Pension Plans						Postretirement Plan
		2001			2000			2001			2000
Change in benefit obligation:
	Benefit obligation at beginning of year	$	476.0		$	422.9		$	91.7		$	91.0
	Service cost		14.0			13.1			3.1			2.5
	Interest cost		34.1			32.8			7.3			6.4
	Actuarial loss (gain)		9.4			21.7			23.2			(3.6	)
	Benefits paid		(29.9	)		(25.1	)		(7.1	)		(6.2	)
	Amendments		7.0			10.6			—			—
	Plan participant contribution		—			—			1.8			1.6
Benefit obligation at end of year		$	510.6		$	476.0		$	120.0		$	91.7
Change in plan assets:
Fair value of plan assets at beginning of year		$	468.9		$	495.5		$	—		$	—
	Employer contribution		1.4			1.5			5.3			4.6
	Plan participant contribution		—			—			1.8			1.6
	Actual return on plan assets		(33.1	)		(3.0	)		—			—
	Benefits paid		(29.9	)		(25.1	)		(7.1	)		(6.2	)
Fair value of plan assets at end of year		$	407.3		$	468.9		$	—		$	—
Funded status		$	(103.3	)	$	(7.1	)	$	(120.0	)	$	(91.7	)
	Unrecognized net actuarial gain		66.5			(16.9	)		9.3			(13.8	)
	Unrecognized prior service cost		19.6			14.5			(0.8	)		(0.9	)
Accrued benefit cost		$	(17.2	)	$	(9.5	)	$	(111.5	)	$	(106.4	)
Amounts recognized in the balance sheets consist of:
	Prepaid benefit cost	$	—		$	7.0		$	—		$	—
	Intangible asset		15.8			—			—			—
	Accrued benefit liability		(33.0	)		(16.5	)		(111.5	)		(106.4	)
Net amount recognized		$	(17.2	)	$	(9.5	)	$	(111.5	)	$	(106.4	)

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table lists the components of the net periodic benefit cost of the plans and the weighted-average assumptions as of December 31 for the periods indicated:

	Pension Plans									Postretirement Plans
	2001			2000			1999			2001			2000			1999
Service cost	$	14.0		$	13.1		$	17.3		$	3.2		$	2.5		$	3.5
Interest cost		34.1			32.8			30.5			7.3			6.4			6.4
Expected return on plan assets		(41.2	)		(40.8	)		(37.2	)		—			—			—
Amortization of transition obligation		—			0.4			0.5			—			—			—
Amortization of prior service costs		1.9			1.2			1.0			(0.1	)		(0.1	)		(0.1	)
Amortization of actuarial gain (loss)		0.3			0.5			5.2			—			(0.6	)		—
Net periodic benefit cost	$	9.1		$	7.2		$	17.3		$	10.4		$	8.2		$	9.8
Discount rate		7.3	%		7.5	%		7.8	%		7.3	%		7.5	%		7.8	%
Expected return on plan assets		9.8	%		9.8	%		9.8	%		—			—			—
Rate of compensation increase		4.3	%		4.3	%		4.3	%		—			—			—

      The projected benefit obligation and the accumulated benefit obligation for the Company’s qualified pension plans with accumulated benefit obligations in excess of plan assets were $488.4 million and $422.9 million, respectively, as of December 31, 2001. At December 31, 2000, plan assets were in excess of the accumulated benefit obligations. These pension plans have plan assets of $407.3 million as of December 31, 2001.

      The projected benefit obligation and the accumulated benefit obligation for the Company’s nonqualified pension plans with accumulated benefit obligations in excess of plan assets were $22.2 million and $17.9 million, respectively, as of December 31, 2001 and $23.6 million and $18.7 million, respectively, as of December 31, 2000. These pension plans have no plan assets.

      The assumed healthcare trend rate used in measuring the postretirement cost for 2001 is 9.5%, gradually declining to 5.0% by the year 2006 and remaining at that level thereafter. Assumed healthcare cost trend rates have a significant effect on the amounts reported for postretirement benefits. A 1.0% increase in assumed healthcare cost trend rates would increase the totals of the service and interest cost components for 2001 and the postretirement benefit obligation as of December 31, 2001 by $1.8 million and $18.0 million, respectively. A 1.0% decrease in assumed healthcare cost trend rates would decrease the total of the service and interest cost components for 2001 and the postretirement benefit obligation as of December 31, 2001 by $1.4 million and $14.7 million, respectively.

Defined Contribution Benefit Plan

      The Company has a defined contribution benefit plan available to its domestic employees. Under the plan, eligible employees may contribute a portion of their compensation. Employer contributions are primarily based on a percentage of employee contributions and vest immediately. However, certain former Coulter employees are eligible for additional employer contributions based on age and salary levels, which become fully vested after five years of service. The Company contributed $16.1 million in 2001, $15.2 million in 2000 and $14.6 million in 1999 to the plan.

12.     Commitments and Contingencies

Environmental Matters

      The Company is subject to federal, state, local and foreign environmental laws and regulations. Although the Company continues to make expenditures for environmental protection, it does not anticipate any expenditures to comply with such laws and regulations which would have a material impact on the Company’s

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

operations or financial position. The Company believes that its operations comply in all material respects with applicable federal, state and local environmental laws and regulations.

      To address contingent environmental costs, the Company establishes reserves when the costs are probable and can be reasonably estimated. The Company believes that, based on current information and regulatory requirements (and taking third party indemnities into consideration), the reserves established by the Company for environmental expenditures are adequate. Based on current knowledge, to the extent that additional costs may be incurred that exceed the reserves, the amounts are not expected to have a material adverse effect on the Company’s operations, financial condition or liquidity, although no assurance can be given in this regard.

      In 1983, the Company discovered organic chemicals in the groundwater near a waste storage pond at its manufacturing facility in Porterville, California. Soil and groundwater remediation have been underway at the site since 1983. In 1989, the U.S. Environmental Protection Agency issued a final Record of Decision specifying the soil and groundwater remediation activities to be conducted at the site. The Company is continuing to monitor groundwater conditions at the site and is discussing with the EPA the criteria to be used to determine when remediation is complete. SmithKline Beckman, the Company’s former controlling stockholder, agreed to indemnify the Company with respect to this matter for any costs incurred in excess of applicable insurance, eliminating any impact on the Company’s earnings or financial position. SmithKline Beecham p.l.c., the surviving entity of the 1989 merger between SmithKline Beckman and Beecham and GlaxoSmithKline p.l.c., the surviving entity of the 2000 merger between SmithKline Beecham and Glaxo Wellcome, assumed the obligations of SmithKline Beckman in this respect.

      In 1987, soil and groundwater contamination was discovered on property in Irvine, California formerly owned by the Company. In 1988, The Prudential Insurance Company of America (“Prudential”), which had purchased the property from the Company, filed suit against the Company in U.S. District Court in California for recovery of costs and other alleged damages with respect to the soil and groundwater contamination. In 1990, the Company entered into an agreement with Prudential for settlement of the lawsuit and for sharing current and future costs of investigation, remediation and other claims.

      Soil and groundwater remediation of the Irvine property have been in process since 1988. In July 1997, the California Regional Water Quality Control Board, the agency overseeing the site groundwater remediation, issued a closure letter for the upper water bearing unit. In October 1999, the Regional Water Quality Control Board agreed that the groundwater treatment system could be shut down. Continued monitoring will be necessary for a period of time to verify that groundwater conditions remain acceptable.

      The Company believes that additional remediation costs, if any, beyond those already provided for the contamination discovered by the current investigations, will not have a material adverse effect on the Company’s operations, financial position or liquidity. However, there can be no assurance that further investigation will not reveal additional soil or groundwater contamination or result in additional costs.

Litigation

      The Company is involved in a number of lawsuits, which the Company considers ordinary and routine in view of its size and the nature of its business. The Company does not believe that any ultimate liability resulting from any such lawsuits will have a material adverse effect on its results of operations, financial position or liquidity. However, the Company does not give any assurance to the ultimate outcome with respect to such lawsuits. The resolution of such lawsuits could be material to the Company’s operating results for any particular period, depending upon the level of income for such period.

      In December 1999, Streck Laboratories, Inc. (“Streck”) served Beckman Coulter and Coulter in the United States District Court for the District of Nebraska. Streck alleges that control hematology control products sold by Beckman Coulter and/or Coulter infringe each of six patents owned by Streck, and seeks injunctive relief, damages, attorneys’ fees and costs. The Company, on behalf of itself and Coulter denied

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liability. The trial is currently scheduled for June 2002. The Company believes that there is no reasonable basis to conclude that this litigation could lead to an outcome that would have a material adverse effect on its consolidated results of operations, financial position or liquidity.

Lease Commitments

      The Company leases certain facilities, equipment and automobiles under operating lease arrangements. Certain of the leases provide for payment of taxes, insurance and other charges by the lessee. Rent expense was $88.5 million in 2001, $81.3 million in 2000 and $78.1 million in 1999.

      As of December 31, 2001, minimum annual rentals payable under non-cancelable operating leases aggregate $427.6 million, which is payable $52.9 million in 2002, $51.4 million in 2003, $45.2 million in 2004, $40.5 million in 2005, $39.5 million in 2006 and $198.1 million thereafter.

13.     Earnings Per Share

      Basic earnings per share (“EPS”) is calculated by dividing net earnings by the weighted-average common shares outstanding during the period. Diluted EPS reflects the potential dilution to basic EPS that could occur upon conversion or exercise of securities, options or other such items, to common shares using the treasury stock method based upon the weighted-average fair value of the Company’s common shares during the period. The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations:

		Earnings
		Before
		Accounting				Per Share
		Change		Shares		Amount
Year Ended December 31, 2001
Basic EPS:
	Earnings before accounting change	$	141.5		60.5	$	2.34
	Effect of dilutive stock options		—		3.5		(0.13	)
Diluted EPS
	Earnings before accounting change	$	141.5		64.0	$	2.21

						Per Share
		Net Earnings		Shares		Amount
Year Ended December 31, 2000
Basic EPS:
	Net earnings	$	125.5		58.8	$	2.13
	Effect of dilutive stock options		—		3.0		(0.10	)
Diluted EPS
	Net earnings	$	125.5		61.8	$	2.03

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

							Per Share
			Net Earnings		Shares		Amount
Year Ended December 31, 1999
Basic EPS:
	Net earnings		$	106.0		57.3	$	1.85
	Effect of dilutive stock options			—		2.0		(0.06	)
Diluted EPS
		Net earnings	$	106.0		59.3	$	1.79

      In 2001, there were no shares relating to the possible exercise of outstanding stock options excluded from the computation of diluted EPS. In 2000 and 1999, 0.1 million and 1.4 million shares, respectively, relating to the possible exercise of outstanding stock options were not included in the computation of diluted earnings per share as their effect would have been anti-dilutive.

14.     Business Segment Information

      The Company is engaged primarily in the design, manufacture and sale of laboratory instrument systems and related products. In 2001, 2000 and 1999, the Company’s organization had two reportable segments: (1) clinical diagnostics and (2) life science research. The clinical diagnostics segment encompasses diagnostic applications, principally in hospital laboratories. The life science research segment includes life sciences and drug discovery applications in universities, medical schools, and pharmaceutical and biotechnology companies. All corporate activities including financing transactions are captured in a central services “Center,” which is reflected in the tables below. The Company evaluates performance based on profit or loss from operations. Although primarily operating in the same industry, reportable segments are managed separately, since each business requires different marketing strategies and has different customers.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      In the first quarter of 2001, the Company announced its intention to form three divisions aligned with the biomedical testing continuum: Clinical Diagnostics, Life Science Research and Specialty Testing. Revised segment reporting will begin in the first quarter of 2002 when the three division organization takes effect.

				For the Years Ended December 31,
				2001			2000			1999
Net sales
	Routine Chemistry			$	550.7		$	527.1		$	471.3
	Immunodiagnostics				380.3			346.1			338.1
		Total Chemistry			931.0			873.2			809.4
	Hematology				393.1			397.3			413.1
	Cytometry				163.8			162.7			157.5
		Total Cellular Analysis			556.9			560.0			570.6
	Particle Characterization				37.2			39.0			38.2
		Total Clinical Diagnostics			1,525.1			1,472.2			1,418.2
	Robotic Automation/Genetic Analysis				167.5			126.0			90.8
	Centrifuge/Analytical Systems				291.4			288.7			299.7
		Total Life Science Research			458.9			414.7			390.5
			Consolidated	$	1,984.0		$	1,886.9		$	1,808.7
Operating income (loss)
	Clinical diagnostics			$	259.6		$	253.4		$	255.1
	Life science research				94.6			75.1			60.4
	Center				(114.6	)		(95.9	)		(99.0	)
			Consolidated	$	239.6		$	232.6		$	216.5
Interest income
	Clinical diagnostics			$	(3.6	)	$	(1.4	)	$	(3.6	)
	Life science research				—			—			—
	Center				(4.0	)		(4.9	)		(4.2	)
			Consolidated	$	(7.6	)	$	(6.3	)	$	(7.8	)
Interest expense
	Clinical diagnostics			$	—		$	—		$	—
	Life science research				—			—			—
	Center				54.5			71.9			73.8
			Consolidated	$	54.5		$	71.9		$	73.8
Sales to external customers
	Americas			$	1,254.8		$	1,167.7		$	1,057.7
	Europe				484.7			481.7			516.6
	Asia				244.5			237.5			234.4
			Consolidated	$	1,984.0		$	1,886.9		$	1,808.7

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

			December 31, 2001		December 31, 2000
Long-lived assets
	Americas		$	1,031.5	$	985.6
	Europe			93.0		72.8
	Asia			17.9		19.9
		Consolidated	$	1,142.4	$	1,078.3
Total assets
	Clinical diagnostics		$	1,589.9	$	1,548.1
	Life science research			262.7		255.7
	Center			325.4		202.3
		Consolidated	$	2,178.0	$	2,006.1

(a)  Includes net restructure credits of $0.5 million, $2.4 million and $0.2 million in 2001, 2000 and 1999, respectively.

15.     Guarantor Subsidiaries

      As discussed in Note 7, in March 1998 the Company issued $160.0 million of 7.10% Senior Notes due 2003 and $240.0 million of 7.45% Senior Notes due 2008 (the “Offering”). In connection with the Offering, certain of the Company’s subsidiaries (the “Guarantor Subsidiaries”) jointly, fully, severally and unconditionally guaranteed such notes. Pursuant to Securities and Exchange Commission regulations, certain condensed financial information about the Parent, Guarantor Subsidiaries and Non-Guarantor Subsidiaries is required to be disclosed. The following provides this required financial information. It should be noted that the Company used the equity method of accounting for its investments in subsidiaries and the Guarantor Subsidiaries’ investments in Non-Guarantor Subsidiaries.

      A plan for the complete liquidation and dissolution of one of the Company’s guarantor subsidiaries was adopted in 2001. Pursuant to the plan, substantially all of this guarantor subsidiary’s assets and liabilities were assigned and transferred to the Parent in 2001. It is anticipated that the remainder of this guarantor subsidiary’s assets and liabilities will be assigned and transferred to the Parent in 2002.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2001

						Guarantor			Non-Guarantor
			Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Assets:
	Cash and equivalents		$	(29.4	)	$	(3.1	)	$	68.5	$	—		$	36.0
	Trade and other receivables			274.2			0.2			290.2		—			564.6
	Inventories			276.2			—			121.1		(31.2	)		366.1
	Deferred income taxes and other current assets			2,502.6			43.0			122.7		(2,599.4	)		68.9
		Total current assets		3,023.6			40.1			602.5		(2,630.6	)		1,035.6
	Property, plant and equipment, net			298.6			3.0			112.7		(66.9	)		347.4
	Goodwill, net			328.5			—			7.1		—			335.6
	Other intangibles, net			377.9			—			4.2		—			382.1
	Other assets			668.9			182.3			315.6		(1,089.5	)		77.3
		Total assets	$	4,697.5		$	225.4		$	1,042.1	$	(3,787.0	)	$	2,178.0
Liabilities:
	Notes payable and current maturities of long-term debt		$	3.9		$	—		$	51.1	$	—		$	55.0
	Accounts payable, accrued expenses and income taxes			259.7			0.3			124.3		—			384.3
	Other current liabilities			2,069.1			—			156.7		(2,155.2	)		70.6
		Total current liabilities		2,332.7			0.3			332.1		(2,155.2	)		509.9
	Long-term debt, less current maturities			746.1			—			14.2		—			760.3
	Deferred income taxes and other liabilities			1,106.6			—			—		(717.0	)		389.6
		Total liabilities		4,185.4			0.3			346.3		(2,872.2	)		1,659.8
	Total stockholders’ equity			512.1			225.1			695.8		(914.8	)		518.2
		Total liabilities and stockholders’ equity	$	4,697.5		$	225.4		$	1,042.1	$	(3,787.0	)	$	2,178.0

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2000

						Guarantor			Non-Guarantor
			Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Assets:
	Cash and equivalents		$	(28.3	)	$	(4.3	)	$	62.2	$	—		$	29.6
	Trade and other receivables			258.6			3.7			274.4		—			536.7
	Inventories			221.7			38.2			103.3		(31.1	)		332.1
	Other current assets			814.1			1,028.4			51.7		(1,864.8	)		29.4
		Total current assets		1,266.1			1,066.0			491.6		(1,895.9	)		927.8
	Property, plant and equipment, net			172.1			86.3			109.9		(70.1	)		298.2
	Goodwill, net			10.7			321.0			—		—			331.7
	Other intangibles, net			26.9			350.2			5.6		—			382.7
	Other assets			1,296.1			22.3			300.8		(1,553.5	)		65.7
		Total assets	$	2,771.9		$	1,845.8		$	907.9	$	(3,519.5	)	$	2,006.1
Liabilities:
	Notes payable and current maturities of long-term debt		$	32.8		$	0.1		$	19.2	$	—		$	52.1
	Accounts payable, accrued expenses and income taxes			279.6			24.5			71.3		—			375.4
	Deferred income taxes and other current liabilities			852.5			539.4			104.8		(1,424.2	)		72.5
		Total current liabilities		1,164.9			564.0			195.3		(1,424.2	)		500.0
	Long-term debt, less current maturities			795.9			—			55.9		—			851.8
	Deferred income taxes and other liabilities			473.5			581.0			41.7		(785.8	)		310.4
		Total liabilities		2,434.3			1,145.0			292.9		(2,210.0	)		1,662.2
Total stockholders’ equity				337.6			700.8			615.0		(1,309.5	)		343.9
		Total liabilities and stockholders’ equity	$	2,771.9		$	1,845.8		$	907.9	$	(3,519.5	)	$	2,006.1

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31, 2001

						Guarantor		Non-Guarantor
			Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Sales			$	1,521.0		$	365.2	$	1,034.9		$	(937.1	)	$	1,984.0
Operating costs and expenses:
	Cost of sales			1,035.6			217.4		742.1			(936.7	)		1,058.4
	Selling, general and administrative			283.0			42.3		171.6			—			496.9
	Research and development			118.4			66.9		4.3			—			189.6
	Restructure credit			(0.5	)		—		—			—			(0.5	)
		Operating income		84.5			38.6		116.9			(0.4	)		239.6
Non-operating (income) expense				(76.6	)		12.8		(0.2	)		98.6			34.6
Earnings before income taxes and accounting change				161.1			25.8		117.1			(99.0	)		205.0
Income taxes				19.4			8.0		36.3			(0.2	)		63.5
Earnings (loss) before accounting change				141.7			17.8		80.8			(98.8	)		141.5
Cumulative effect of accounting change net of income taxes				3.1			—		—			—			3.1
		Net earnings	$	138.6		$	17.8	$	80.8		$	(98.8	)	$	138.4

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31, 2000

						Guarantor		Non-Guarantor
			Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Sales			$	1,414.8		$	360.0	$	998.9		$	(886.8	)	$	1,886.9
Operating costs and expenses:
	Cost of sales			953.7			210.3		727.3			(895.7	)		995.6
	Selling, general and administrative			258.5			45.7		171.7			0.2			476.1
	Research and development			113.3			67.7		4.0			—			185.0
	Restructure credit			(2.4	)		—		—			—			(2.4	)
		Operating income		91.7			36.3		95.9			8.7			232.6
Non-operating (income) expense				(42.4	)		13.1		(7.0	)		87.0			50.7
Earnings before income taxes				134.1			23.2		102.9			(78.3	)		181.9
Income taxes				14.6			7.2		31.9			2.7			56.4
		Net earnings	$	119.5		$	16.0	$	71.0		$	(81.0	)	$	125.5

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31, 1999

						Guarantor		Non-Guarantor
			Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Sales			$	1,179.9		$	443.4	$	991.0		$	(805.6	)	$	1,808.7
Operating costs and expenses:
	Cost of sales			823.9			228.9		692.3			(803.0	)		942.1
	Selling, general and administrative			231.6			54.2		196.5			(5.4	)		476.9
	Research and development			96.3			73.1		4.0			—			173.4
	Restructure credit			(0.2	)		—		—			—			(0.2	)
		Operating income		28.3			87.2		98.2			2.8			216.5
Non-operating (income) expense				(99.1	)		3.5		(3.0	)		160.4			61.8
Earnings before income taxes				127.4			83.7		101.2			(157.6	)		154.7
Income taxes				24.3			5.4		19.0			—			48.7
		Net earnings	$	103.1		$	78.3	$	82.2		$	(157.6	)	$	106.0

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31, 2001

									Non-
						Guarantor			Guarantor
			Parent			Subsidiaries			Subsidiaries			Consolidated
Net cash provided by operating activities			$	176.8		$	1.3		$	98.5		$	276.6
Cash flows from investing activities
	Additions to property, plant and equipment			(106.9	)		(0.1	)		(68.0	)		(175.0	)
	Proceeds from disposal of property, plant and equipment			0.4			—			2.4			2.8
	Proceeds from sale of certain clinical chemistry assets			—			—			0.9			0.9
	Payment for acquisitions			(6.7	)		—			—			(6.7	)
		Net cash used by investing activities		(113.2	)		(0.1	)		(64.7	)		(178.0	)
Cash flows from financing activities
	Dividends to stockholders			(20.7	)		—			—			(20.7	)
	Proceeds from issuance of stock			39.0			—			—			39.0
	Net notes payable reductions			(28.8	)		—			(5.5	)		(34.3	)
	Net intercompany borrowings (reductions)			6.9			—			(6.9	)		—
	Long-term debt reductions, net			(58.5	)		—			(15.1	)		(73.6	)
	Debt acquisition costs			(1.9	)		—			—			(1.9	)
		Net cash used by financing activities		(64.0	)		—			(27.5	)		(91.5	)
Effect of exchange rates on cash and equivalents				(0.7	)		—			—			(0.7	)
(Decrease) increase in cash and equivalents				(1.1	)		1.2			6.3			6.4
Cash and equivalents — beginning of year				(28.3	)		(4.3	)		62.2			29.6
Cash and equivalents — end of year			$	(29.4	)	$	(3.1	)	$	68.5		$	36.0

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31, 2000

									Non-
						Guarantor			Guarantor
			Parent			Subsidiaries			Subsidiaries			Consolidated
Net cash provided (used) by operating activities			$	126.7		$	(7.6	)	$	90.0		$	209.1
Cash flows from investing activities
	Additions to property, plant and equipment			(78.1	)		(8.7	)		(54.5	)		(141.3	)
	Proceeds from disposal of property, plant and equipment			—			2.3			17.1			19.4
	Proceeds from sale of certain clinical chemistry assets			—			—			15.4			15.4
	Purchase of investments			(6.2	)		—			(0.7	)		(6.9	)
		Net cash used by investing activities		(84.3	)		(6.4	)		(22.7	)		(113.4	)
Cash flows from financing activities
	Dividends to stockholders			(19.3	)		—			—			(19.3	)
	Proceeds from issuance of stock			35.9			—			—			35.9
	Net notes payable borrowings (reductions)			29.0			(0.8	)		(23.5	)		4.7
	Net intercompany (reductions) borrowings			(6.2	)		6.9			(0.7	)		—
	Long-term debt reductions			(104.8	)		(0.1	)		(13.5	)		(118.4	)
		Net cash (used) provided by financing activities		(65.4	)		6.0			(37.7	)		(97.1	)
Effect of exchange rates on cash and equivalents				—			—			(3.4	)		(3.4	)
(Decrease) increase in cash and equivalents				(23.0	)		(8.0	)		26.2			(4.8	)
Cash and equivalents — beginning of year				(5.3	)		3.7			36.0			34.4
Cash and equivalents — end of year			$	(28.3	)	$	(4.3	)	$	62.2		$	29.6

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31, 1999

									Non-
						Guarantor			Guarantor
			Parent			Subsidiaries			Subsidiaries			Consolidated
Net cash provided (used) by operating activities			$	227.8		$	(104.7	)	$	89.5		$	212.6
Cash flows from investing activities
	Additions to property, plant and equipment			(58.4	)		(5.0	)		(71.5	)		(134.9	)
	Proceeds from disposal of property, plant and equipment			—			—			16.3			16.3
		Net cash used by investing activities		(58.4	)		(5.0	)		(55.2	)		(118.6	)
Cash flows from financing activities
	Dividends to stockholders			(18.4	)		—			—			(18.4	)
	Proceeds from issuance of stock			24.6			—			—			24.6
	Net notes payable reductions			(13.4	)		—			(58.7	)		(72.1	)
	Net intercompany (reductions) borrowings			(133.1	)		115.3			17.8			—
	Long-term debt (reductions) borrowings			(38.6	)		(1.8	)		22.1			(18.3	)
		Net cash (used) provided by financing activities		(178.9	)		113.5			(18.8	)		(84.2	)
Effect of exchange rates on cash and equivalents				—			—			(0.1	)		(0.1	)
(Decrease) increase in cash and equivalents				(9.5	)		3.8			15.4			9.7
Cash and equivalents — beginning of year				4.2			(0.1	)		20.6			24.7
Cash and equivalents — end of year			$	(5.3	)	$	3.7		$	36.0		$	34.4

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.     Quarterly Information (Unaudited)

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter						Full Year
		2001		2000		2001		2000		2001		2000		2001			2000			2001			2000
		Tabular dollar amounts in millions, except amounts per share
Sales		$	432.7	$	434.4	$	496.4	$	469.4	$	476.6	$	457.8	$	578.3		$	525.3		$	1,984.0		$	1,886.9
Cost of sales			230.9		231.5		263.8		245.8		258.8		243.2		304.9			275.1			1,058.4			995.6
Gross profit			201.8		202.9		232.6		223.6		217.8		214.6		273.4			250.2			925.6			891.3
Selling, general and administrative			110.3		115.2		120.9		117.4		121.2		116.4		144.5			127.1			496.9			476.1
Research and development			42.2		40.9		47.3		45.8		45.9		43.3		54.2			55.0			189.6			185.0
Restructure credit			—		—		—		—		—		—		(0.5	)		(2.4	)		(0.5	)		(2.4	)
Operating income			49.3		46.8		64.4		60.4		50.7		54.9		75.2			70.5			239.6			232.6
Non-operating expense			15.4		16.4		11.1		13.4		2.9		12.7		5.2			8.2			34.6			50.7
Earnings before income taxes and accounting change(1)			33.9		30.4		53.3		47.0		47.8		42.2		70.0			62.3			205.0			181.9
Income taxes			10.5		9.4		16.5		14.6		14.8		13.1		21.7			19.3			63.5			56.4
Earnings before accounting change, after taxes(1)			23.4		21.0		36.8		32.4		33.0		29.1		48.3			43.0			141.5			125.5
Cumulative effect of accounting change, net of income taxes			3.1		—		—		—		—		—		—			—			3.1			—
Net earnings		$	20.3	$	21.0	$	36.8	$	32.4	$	33.0	$	29.1	$	48.3		$	43.0		$	138.4		$	125.5
Basic earnings per share before accounting change(1)		$	0.39	$	0.36	$	0.61	$	0.55	$	0.54	$	0.49	$	0.79		$	0.72		$	2.34		$	2.13
Diluted earnings per share before accounting change(1)		$	0.37	$	0.35	$	0.58	$	0.53	$	0.52	$	0.46	$	0.75		$	0.69		$	2.21		$	2.03
Diluted earnings per share		$	0.32	$	0.35	$	0.58	$	0.53	$	0.52	$	0.46	$	0.75		$	0.69		$	2.16		$	2.03
Dividends per share		$	0.085	$	0.080	$	0.085	$	0.080	$	0.085	$	0.080	$	0.085		$	0.085		$	0.340		$	0.325
Stock price —
	High	$	41.81	$	32.10	$	41.47	$	32.44	$	47.01	$	40.84	$	45.25		$	41.94		$	47.01		$	41.94
Stock price —
	Low	$	34.50	$	23.66	$	35.55	$	28.81	$	39.70	$	28.94	$	39.70		$	33.91		$	34.50		$	23.66

(1)  Excludes a one-time cumulative effect of a change in accounting principle in 2001 related to the adoption of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. The result was a $3.1 million net-of-tax charge.

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PART III

      Directors — the information with respect to directors required by this Item is incorporated herein by reference to those parts of Beckman Coulter’s Proxy Statement for the Annual Meeting of Stockholders to be held April 4, 2002 entitled “ELECTION OF DIRECTORS” and “ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS.”

      Executive Officers — The information with respect to executive officers required by this Item is set forth in Part I of this report.

Item 11.     Executive Compensation

      The information with respect to executive compensation required by this item is incorporated by reference to that part of Beckman Coulter’s Proxy Statement for the Annual Meeting of Stockholders to be held April 4, 2002 entitled “EXECUTIVE COMPENSATION”, excluding those sections entitled “ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION” and “PERFORMANCE GRAPH”.

Item 12.     Security Ownership of Certain Beneficial Owners and Management

      The information with respect to security ownership required by this Item is incorporated by reference to that part of Beckman Coulter’s Proxy Statement for the Annual Meeting of Stockholders to be held April 4, 2002 entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

Item 13.     Certain Relationships and Related Transactions

      The information with respect to certain relationships and related transactions required by this Item is incorporated by reference to that part of Beckman Coulter’s Proxy Statement for the Annual Meeting of Stockholders to be held April 4, 2002 entitled “ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS, Compensation Committee Interlocks and Insider Participation.”

PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1), (a)(2) Financial Statements and Financial Statement Schedules. See Part II of this document.

(a)(3) Exhibits

        * Management contracts and compensatory plans or arrangements are identified by asterisk.

2.1	Stock Purchase Agreement among Coulter Corporation, The Stockholders of Coulter Corporation and Beckman Coulter, dated as of August 29, 1997 (incorporated by reference to Exhibit 2.1 of Beckman Coulter’s Report on Form 8-K dated November 13, 1997, File No. 001-10109). (Note: Confidential treatment has been obtained for portions of this document).
3.1	Amended and Restated By-Laws of Beckman Coulter, as of June 7, 2001 (incorporated by reference to Exhibit 3.0 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No. 001-10109).
3.2	Fifth Restated Certificate of Incorporation dated April 24, 2000 (incorporated by reference to Exhibit 3.1 of the Company’s submission on Form S-3 filed with the Securities and Exchange Commission on May 5, 2000, File No. 333-02317).
4.1	Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-24572).

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4.2	Rights Agreement between Beckman Coulter and Morgan Shareholder Services Trust Company, as Rights Agent, dated as of March 28, 1989 (incorporated by reference to Exhibit 4 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 25, 1989, File No. 001-10109).
4.3	First amendment to the Rights Agreement dated as of March 28, 1989 between Beckman Coulter and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company), as Rights Agent, dated as of June 24, 1992 (incorporated by reference to Exhibit 1 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 2, 1992, File No. 001-10109).
4.4	Senior Indenture between Beckman Coulter and The First National Bank of Chicago as Trustee, dated as of May 15, 1996, filed in connection with the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 5, 1996, File No. 333-02317 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
4.5	7.05% Debentures Due June 1, 2026, filed in connection with the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 5, 1996, File No. 333-02317 (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
4.6	Amendment 1998-1 to Beckman Coulter’s Employees’ Stock Purchase Plan dated December 9, 1998 (incorporated by reference to Exhibit 4.6 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1998, File No. 001-10109).
4.7	Stockholder Protection Rights Agreement dated as of February 4, 1999 (incorporated by reference to Exhibit 4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on February 8, 1999, File No. 995-23266).
4.8	Indenture dated as of March 4, 1998 by and between Beckman Coulter, The First National Bank of Chicago, as trustee, and Beckman Instruments (Naguabo) Inc., SmithKline Diagnostics, Inc., Hybritech Incorporated, Coulter Leasing Corporation and Coulter Corporation (incorporated by reference to Exhibit 4.1 to the Form S-4 Registration Statement filed with the Securities and Exchange Commission on April 17, 1998, File No. 333-50409).
4.9	Supplemental Indenture No. 1, dated as of March 6, 1998, between Beckman Instruments, Inc. and The First National Bank of Chicago, as Trustee, to the Senior Indenture dated as of May 15, 1996 (incorporated by reference to Exhibit 4.13 to the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 13, 2001, File No. 333-58968).
4.10	Supplemental Indenture No. 2, dated as of March 6, 1998, among Beckman Instruments (Naguabo) Inc., Hybritech Incorporated, SmithKline Diagnostics, Inc., Coulter Corporation, Coulter Leasing Corporation, Beckman Instruments, Inc., and The First National Bank of Chicago, as Trustee, to the Senior Indenture dated as of May 15, 1996 (incorporated by reference to Exhibit 4.14 to the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 13, 2001, File No. 333-58968).
4.11	Senior Indenture between Beckman Coulter, Inc. and Citibank N.A. as Trustee dated April 25, 2001 (incorporated by reference to Exhibit 4.1 to the submission on Form S-3/ A filed with the Securities and Exchange Commission on April 26, 2001, File No. 333-58968).
4.12	First Supplemental Indenture dated as of November 19, 2001 among Beckman Coulter as Issuer, Coulter Corporation and Hybritech Incorporated as Guarantors, and Citbank N.A. as Trustee.
10.1	Credit Agreement dated as of October 31, 1997 among the Company as Borrower, the Initial Lenders and the Initial Issuing Banks named therein, and Citicorp USA, Inc. as Agent (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).

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10.2	Guaranty dated as of October 31, 1997 made by each Guarantor Subsidiary (as defined in the Credit Agreement, Exhibit 10.1 herein) of Beckman Coulter, in favor of the Lender Parties (as defined in the Credit Agreement) (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
10.3	Line of Credit Agreement dated as of June 26, 1998 and Line of Credit Promissory Note in favor of Mellon Bank, N.A., dated as of March 25, 1998. (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the Fiscal Year ended December 31, 1998, File No. 001-10109).
10.4	Benefit Equity Amended and Restated Trust Agreement between Beckman Coulter and Mellon Bank, N.A., as Trustee, for assistance in meeting stock-based obligations of the Company, dated as of February 10, 1997 (incorporated by reference to Exhibit 10.7 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the Fiscal Year ended December 31, 1997, File No. 001-10109).
*10.5	Beckman Coulter’s Annual Incentive Plan for 1997, adopted by Beckman Coulter in 1997 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1997, File No. 001-10109).
*10.6	Beckman Coulter’s Incentive Compensation Plan of 1990, amended and restated April 4, 1997, with amendments approved by stockholders April 3, 1997 and effective January 1, 1997 (incorporated by reference to Exhibit 10 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended March 31, 1997, File No. 001-10109).
*10.7	Amendment to Beckman Coulter’s Incentive Compensation Plan of 1990 adopted December 5, 1997 (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Form S-8 Registration Statement filed January 13, 1998, Registration No. 333-24851).
*10.8	Beckman Coulter’s Incentive Compensation Plan, as amended by the Beckman Coulter’s Board of Directors on October 26, 1988 and as amended and restated by Beckman Coulter’s Board of Directors on March 28, 1989 (incorporated by reference to Exhibit 10.16 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1989, File No. 001-10109).
*10.9	Amendment to Beckman Coulter’s Incentive Compensation Plan, adopted December 5, 1997 (incorporated by reference to Exhibit 4.2 to Post Effective Amendment No. 1 to the Form S-8 Registration statement, filed January 13, 1998, Registration No. 33-31573).
*10.10	Restricted Stock Agreement and Election (Cycle Three — Economic Value Added Incentive Plan), adopted by Beckman Coulter in 1996 (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year period ended December 31, 1996, File No. 001-10109).
*10.11	Form of Restricted Stock Agreement, dated as of January 3, 1997, between Beckman Coulter and certain of its Executive Officers and certain other key employees (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1997, File No. 001-10109).
*10.12	Beckman Coulter’s Supplemental Pension Plan, adopted by the Company October 24, 1990 (incorporated by reference to Exhibit 10.4 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1990, File No. 001-10109).
*10.13	Amendment 1995-1 to Beckman Coulter’s Supplemental Pension Plan, adopted by Beckman Coulter in 1995, effective as of October 1, 1993 (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1996, File No. 001-10109).

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*10.14	Amendment 1996-1 to Beckman Coulter’s Supplemental Pension Plan, dated as of December 9, 1996 (incorporated by reference to Exhibit 10.18 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1996, File No. 001-10109).
*10.15	Stock Option Plan for Non-Employee Directors, amended and restated effective as of August 7, 1997, (incorporated by reference to Exhibit 4.1 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).
*10.16	Agreement Regarding Retirement Benefits of Albert Ziegler, dated June 16, 1995, between Beckman Coulter and Albert Ziegler (incorporated by reference to exhibit 10.22 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1995, File No. 001-10109).
*10.17	Agreement Regarding Retirement Benefits of Fidencio M. Mares, adopted and dated April 30, 1996, between Beckman Coulter and Fidencio M. Mares (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
10.18	Amendment 1997-1 to Beckman Coulter’s Employees’ Stock Purchase Plan, adopted effective January 1, 1998 and dated October 20, 1997 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
*10.19	Beckman Coulter’s Amended and Restated Deferred Directors’ Fee Program, amended as of June 5, 1997 (incorporated by reference to Exhibit 10.6 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
*10.20	Amendment 1997-2 to Beckman Coulter’s Supplemental Pension Plan, adopted as of October 31, 1997 (incorporated by reference to Exhibit 10.7 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
*10.21	Form of Restricted Stock Award Agreement between Beckman Coulter and its non-employee Directors, effective as of October 3, 1997 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).
*10.22	Form of Stock Option Grant for non-employee Directors (incorporated by reference to Exhibit 4.3 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).
*10.23	Beckman Coulter’s Employees’ Stock Purchase Plan, amended and restated as of November 1, 1996, filed in connection with the Form S-8 Registration Statement filed with the Securities and Exchange Commission on December 19, 1995, File No. 33-65155 (incorporated by reference to Exhibit 10.29 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1997, File No. 001-10109).
*10.24	Beckman Coulter’s Option Gain Deferral Program, dated January 14, 1998 (incorporated by reference to Exhibit 4.2 of Post-Effective Amendment No. 1 to the Form S-8 Registration Statement filed with the Securities and Exchange Commission on January 13, 1998, Registration No. 333-24851).
*10.25	Form of Coulter’s Special Incentive Plan and Sharing Bonus Plan, assumed by Beckman Coulter October 31, 1997 (incorporated by reference to Exhibit 10.38 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1997, File No. 001-10109).
10.26	Distribution Agreement, dated as of April 11, 1989, among SmithKline Beckman Corporation Beckman Coulter, and Allergan, Inc. (incorporated by reference to Exhibit 3 of SmithKline Beckman Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 1989, File No. 1-4077).

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10.27	Amendment to the Distribution Agreement effective as of June 1, 1989, among SmithKline Beckman Corporation, Beckman Coulter and Allergan, Inc. (incorporated by reference to Exhibit 10.26 of Amendment No. 2 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-28853).
10.28	Cross-Indemnification Agreement between Beckman Coulter and SmithKline Beckman Corporation (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-24572).
10.29	Amendment No. 1, dated April 3, 1998, to the Credit Agreement by and among Beckman Coulter, as borrower, the Initial Lenders and the Issuing Banks named therein, and Citicorp USA, Inc. as Agent dated October 31, 1997 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
*10.30	Amendment No. 1998-1, adopted and effective as of April 2, 1998, to Beckman Coulter’s 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
*10.31	1998 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
10.32	Lease Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Brea Trust, and NPDC-RI Brea Trust (incorporated by reference to Exhibit 2.5 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.33	Lease Agreement made as of June 25, 1998, between Beckman Coulter, Inc., and Cardbeck Chaska Trust (incorporated by reference to Exhibit 2.6 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.34	Lease Agreement made as of June 25, 1998, between Coulter Corporation and Cardbeck Miami Trust (incorporated by reference to Exhibit 2.7 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.35	Lease Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Palo Alto Trust, and NPDC-RI Palo Alto Trust (incorporated by reference to Exhibit 2.8 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.36	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Brea Trust, and NPDC-RI Brea Trust (incorporated by reference to Exhibit 2.9 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.37	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc. and Cardbeck Chaska Trust (incorporated by reference to Exhibit 2.10 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.38	Lease Modification Agreement made as of June 25, 1998, among Coulter Corporation and Cardbeck Miami Trust (incorporated by reference to Exhibit 2.11 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
10.39	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Palo Alto Trust, and NPDC-RI Palo Alto Trust (incorporated by reference to Exhibit 2.12 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).

73

10.40	Guaranty of Lease, executed as of June 25, 1998, by Beckman Coulter, Inc. for the benefit of Cardbeck Miami Trust (incorporated by reference to Exhibit 2.13 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
*10.41	Beckman Coulter’s Amended and Restated Executive Deferred Compensation Plan dated October 28, 1998, effective as of September 1, 1998 (incorporated by reference to Exhibit 4.1 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 1998, Registration No. 333-69249).
*10.42	Beckman Coulter’s Amended and Restated Executive Restoration Plan dated October 28, 1998, effective as of September 1, 1998 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 1998, Registration No. 333-69251).
*10.43	Beckman Coulter’s Amended and Restated Savings Plan dated December 24, 1998, effective as of September 1998 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 10, 1999, Registration No. 333-72081).
*10.44	Amendment 1998-1, adopted and effective as of April 2, 1998 to Beckman Coulter’s 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended March 31, 1998, File No. 001-10109).
*10.45	1999 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 1999, File No. 001-10109).
*10.46	Amendment 1999-1, adopted October 22, 1999 and effective as of September 1, 1998, to the Beckman Coulter, Inc. Executive Restoration Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 1999, File No. 001-10109).
*10.47	Amendment 1999-2, adopted November 23, 1999, to the Beckman Coulter, Inc. 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.51 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).
*10.48	Amendment 1999-1, adopted December 20, 1999, to the Beckman Coulter, Inc. Savings Plan (incorporated by reference to Exhibit 10.52 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).
*10.49	Change of Control Agreement between Beckman Coulter, Inc. and John P. Wareham, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.53 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).
*10.50	2000 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 2000, File No. 001-10109).
*10.51	Beckman Coulter, Inc. Savings Plan, Amendment 2000-1, dated June 5, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended June 30, 2000, File No. 001-10109).
*10.52	Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-1, dated October 19, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).
*10.53	Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-2, dated October 19, 2000 (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).

74

*10.54	Beckman Coulter, Inc. Executive Restoration Plan, Amendment 2000-1, dated October 19, 2000 (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).
*10.55	Form of Change in Control Agreement, dated as of January 1, 2001, between Beckman Coulter, certain of its Executive Officers and certain other key employees (incorporated by reference to Exhibit 10.55 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
*10.56	Amendment 2000-2 adopted December 21, 2000 to the Beckman Coulter, Inc. Savings Plan (incorporated by reference to Exhibit 10.56 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
*10.57	Executive Retention Incentive Program Summary (February 2001) (incorporated by reference to Exhibit 10.57 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
*10.58	Amendment Number 2001-1 to the Beckman Coulter, Inc. Supplemental Pension Plan, adopted June 29, 2001 and effective as of January 1, 2001 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
*10.59	2001 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
*10.60	Amendment Number 2001-1 to the Beckman Coulter, Inc. Savings Plan, adopted November 1, 2001 (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
*10.61	Amendment Number 2001-1 to the Beckman Coulter, Inc. Employees’ Stock Purchase Plan, adopted September 25, 2001 (incorporated by reference to Exhibit 10.4 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
*10.62	Addendum to the Agreement Regarding Retirement Benefits of Fidencio M. Mares, dated August 10, 2001 (incorporated by reference to Exhibit 10.5 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
*10.63	Addendum to the Agreement Regarding Retirement Benefits of Albert Ziegler, dated August 20, 2001 (incorporated by reference to Exhibit 10.6 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
11.	Statement regarding computation of per share earnings (incorporated by reference to the discussions of “Earnings Per Share‘ located in Note 13 of the Consolidated Financial Statements for the year ended December 31, 2001 included in Item 8 of this report).
21	Significant Subsidiaries
23	Consent of KPMG LLP
99.1	II. Valuation and Qualifying Accounts

(b) Reports on Form 8-K During Fourth Quarter ended December 31, 2001.

      The following reports on Form 8-K were filed since September 30, 2001:

      Other Events (Form of Underwriting Agreement and Form of Supplemental Indenture) filed November 14, 2001

75

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BECKMAN COULTER, INC.

By  /s/ JOHN P. WAREHAM

John P. Wareham

Chairman of the Board, President

and Chief Executive Officer

POWER OF ATTORNEY

      Each person whose signature appears below appoints John P. Wareham, Amin I. Khalifa, William H. May, and James T. Glover, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN P. WAREHAM John P. Wareham	Chairman of the Board, President and Chief Executive Officer		February 6, 2002
/s/ AMIN I. KHALIFA Amin I. Khalifa	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)		February 6, 2002
/s/ JAMES B. GRAY James B. Gray	Director/Controller (Principal Accounting Officer)		February 12, 2002
Hugh K. Coble	Director
/s/ PETER B. DERVAN Peter B. Dervan, Ph.D.	Director		February 7, 2002
Ronald W. Dollens	Director

76

Signature	Title	Date
/s/ CHARLES A. HAGGERTY Charles A. Haggerty	Director		February 7, 2002
/s/ GAVIN S. HERBERT Gavin S. Herbert	Director		February 7, 2002
Van B. Honeycutt	Director
/s/ WILLIAM N. KELLEY William N. Kelley, M.D.	Director		February 7, 2002
/s/ RISA J. LAVIZZO-MOUREY Risa J. Lavizzo-Mourey, M.D.	Director		February 7, 2002
/s/ C. RODERICK O’NEIL C. Roderick O’Neil	Director		February 7, 2002
/s/ BETTY WOODS Betty Woods	Director		February 7, 2002

77

INDEX TO EXHIBITS

Exhibit
Number		Description
	2.1	Stock Purchase Agreement among Coulter Corporation, The Stockholders of Coulter Corporation and Beckman Coulter, dated as of August 29, 1997 (incorporated by reference to Exhibit 2.1 of Beckman Coulter’s Report on Form 8-K dated November 13, 1997, File No. 001-10109). (Note: Confidential treatment has been obtained for portions of this document).
	3.1	Amended and Restated By-Laws of Beckman Coulter, as of June 7, 2001 (incorporated by reference to Exhibit 3.0 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No. 001-10109).
	3.2	Fifth Restated Certificate of Incorporation dated April 24, 2000 (incorporated by reference to Exhibit 3.1 of the Company’s submission on Form S-3 filed with the Securities and Exchange Commission on May 5, 2000, File No. 333-02317).
	4.1	Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-24572).
	4.2	Rights Agreement between Beckman Coulter and Morgan Shareholder Services Trust Company, as Rights Agent, dated as of March 28, 1989 (incorporated by reference to Exhibit 4 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 25, 1989, File No. 001-10109).
	4.3	First amendment to the Rights Agreement dated as of March 28, 1989 between Beckman Coulter and First Chicago Trust Company of New York (formerly Morgan Shareholder Services Trust Company), as Rights Agent, dated as of June 24, 1992 (incorporated by reference to Exhibit 1 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 2, 1992, File No. 001-10109).
	4.4	Senior Indenture between Beckman Coulter and The First National Bank of Chicago as Trustee, dated as of May 15, 1996, filed in connection with the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 5, 1996, File No. 333-02317 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
	4.5	7.05% Debentures Due June 1, 2026, filed in connection with the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 5, 1996, File No. 333-02317 (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
	4.6	Amendment 1998-1 to Beckman Coulter’s Employees’ Stock Purchase Plan dated December 9, 1998 (incorporated by reference to Exhibit 4.6 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1998, File No. 001-10109).
	4.7	Stockholder Protection Rights Agreement dated as of February 4, 1999 (incorporated by reference to Exhibit 4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on February 8, 1999, File No. 995-23266).
	4.8	Indenture dated as of March 4, 1998 by and between Beckman Coulter, The First National Bank of Chicago, as trustee, and Beckman Instruments (Naguabo) Inc., SmithKline Diagnostics, Inc., Hybritech Incorporated, Coulter Leasing Corporation and Coulter Corporation (incorporated by reference to Exhibit 4.1 to the Form S-4 Registration Statement filed with the Securities and Exchange Commission on April 17, 1998, File No. 333-50409).
	4.9	Supplemental Indenture No. 1, dated as of March 6, 1998, between Beckman Instruments, Inc. and The First National Bank of Chicago, as Trustee, to the Senior Indenture dated as of May 15, 1996 (incorporated by reference to Exhibit 4.13 to the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 13, 2001, File No. 333-58968).

78

Exhibit
Number		Description
	4.10	Supplemental Indenture No. 2, dated as of March 6, 1998, among Beckman Instruments (Naguabo) Inc., Hybritech Incorporated, SmithKline Diagnostics, Inc., Coulter Corporation, Coulter Leasing Corporation, Beckman Instruments, Inc., and The First National Bank of Chicago, as Trustee, to the Senior Indenture dated as of May 15, 1996 (incorporated by reference to Exhibit 4.14 to the Form S-3 Registration Statement filed with the Securities and Exchange Commission on April 13, 2001, File No. 333-58968).
	4.11	Senior Indenture between Beckman Coulter, Inc. and Citibank N.A. as Trustee dated April 25, 2001 (incorporated by reference to Exhibit 4.1 to the submission on Form S-3/ A filed with the Securities and Exchange Commission on April 26, 2001, File No. 333-58968).
	4.12	First Supplemental Indenture dated as of November 19, 2001 among Beckman Coulter as Issuer, Coulter Corporation and Hybritech Incorporated as Guarantors, and Citbank N.A. as Trustee.
	10.1	Credit Agreement dated as of October 31, 1997 among the Company as Borrower, the Initial Lenders and the Initial Issuing Banks named therein, and Citicorp USA, Inc. as Agent (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
	10.2	Guaranty dated as of October 31, 1997 made by each Guarantor Subsidiary (as defined in the Credit Agreement, Exhibit 10.1 herein) of Beckman Coulter, in favor of the Lender Parties (as defined in the Credit Agreement) (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
	10.3	Line of Credit Agreement dated as of June 26, 1998 and Line of Credit Promissory Note in favor of Mellon Bank, N.A., dated as of March 25, 1998. (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the Fiscal Year ended December 31, 1998, File No. 001-10109).
	10.4	Benefit Equity Amended and Restated Trust Agreement between Beckman Coulter and Mellon Bank, N.A., as Trustee, for assistance in meeting stock-based obligations of the Company, dated as of February 10, 1997 (incorporated by reference to Exhibit 10.7 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the Fiscal Year ended December 31, 1997, File No. 001-10109).
	*10.5	Beckman Coulter’s Annual Incentive Plan for 1997, adopted by Beckman Coulter in 1997 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1997, File No. 001-10109).
	*10.6	Beckman Coulter’s Incentive Compensation Plan of 1990, amended and restated April 4, 1997, with amendments approved by stockholders April 3, 1997 and effective January 1, 1997 (incorporated by reference to Exhibit 10 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended March 31, 1997, File No. 001-10109).
	*10.7	Amendment to Beckman Coulter’s Incentive Compensation Plan of 1990 adopted December 5, 1997 (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Form S-8 Registration Statement filed January 13, 1998, Registration No. 333-24851).
	*10.8	Beckman Coulter’s Incentive Compensation Plan, as amended by the Beckman Coulter’s Board of Directors on October 26, 1988 and as amended and restated by Beckman Coulter’s Board of Directors on March 28, 1989 (incorporated by reference to Exhibit 10.16 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1989, File No. 001-10109).
	*10.9	Amendment to Beckman Coulter’s Incentive Compensation Plan, adopted December 5, 1997 (incorporated by reference to Exhibit 4.2 to Post Effective Amendment No. 1 to the Form S-8 Registration statement, filed January 13, 1998, Registration No. 33-31573).

79

Exhibit
Number		Description
	*10.10	Restricted Stock Agreement and Election (Cycle Three — Economic Value Added Incentive Plan), adopted by Beckman Coulter in 1996 (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year period ended December 31, 1996, File No. 001-10109).
	*10.11	Form of Restricted Stock Agreement, dated as of January 3, 1997, between Beckman Coulter and certain of its Executive Officers and certain other key employees (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1997, File No. 001-10109).
	*10.12	Beckman Coulter’s Supplemental Pension Plan, adopted by the Company October 24, 1990 (incorporated by reference to Exhibit 10.4 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1990, File No. 001-10109).
	*10.13	Amendment 1995-1 to Beckman Coulter’s Supplemental Pension Plan, adopted by Beckman Coulter in 1995, effective as of October 1, 1993 (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1996, File No. 001-10109).
	*10.14	Amendment 1996-1 to Beckman Coulter’s Supplemental Pension Plan, dated as of December 9, 1996 (incorporated by reference to Exhibit 10.18 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1996, File No. 001-10109).
	*10.15	Stock Option Plan for Non-Employee Directors, amended and restated effective as of August 7, 1997, (incorporated by reference to Exhibit 4.1 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).
	*10.16	Agreement Regarding Retirement Benefits of Albert Ziegler, dated June 16, 1995, between Beckman Coulter and Albert Ziegler (incorporated by reference to exhibit 10.22 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1995, File No. 001-10109).
	*10.17	Agreement Regarding Retirement Benefits of Fidencio M. Mares, adopted and dated April 30, 1996, between Beckman Coulter and Fidencio M. Mares (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended June 30, 1996, File No. 001-10109).
	10.18	Amendment 1997-1 to Beckman Coulter’s Employees’ Stock Purchase Plan, adopted effective January 1, 1998 and dated October 20, 1997 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
	*10.19	Beckman Coulter’s Amended and Restated Deferred Directors’ Fee Program, amended as of June 5, 1997 (incorporated by reference to Exhibit 10.6 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
	*10.20	Amendment 1997-2 to Beckman Coulter’s Supplemental Pension Plan, adopted as of October 31, 1997 (incorporated by reference to Exhibit 10.7 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 1997, File No. 001-10109).
	*10.21	Form of Restricted Stock Award Agreement between Beckman Coulter and its non-employee Directors, effective as of October 3, 1997 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).
	*10.22	Form of Stock Option Grant for non-employee Directors (incorporated by reference to Exhibit 4.3 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 8, 1997, Registration No. 333-37429).

80

Exhibit
Number		Description
	*10.23	Beckman Coulter’s Employees’ Stock Purchase Plan, amended and restated as of November 1, 1996, filed in connection with the Form S-8 Registration Statement filed with the Securities and Exchange Commission on December 19, 1995, File No. 33-65155 (incorporated by reference to Exhibit 10.29 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1997, File No. 001-10109).
	*10.24	Beckman Coulter’s Option Gain Deferral Program, dated January 14, 1998 (incorporated by reference to Exhibit 4.2 of Post-Effective Amendment No. 1 to the Form S-8 Registration Statement filed with the Securities and Exchange Commission on January 13, 1998, Registration No. 333-24851).
	*10.25	Form of Coulter’s Special Incentive Plan and Sharing Bonus Plan, assumed by Beckman Coulter October 31, 1997 (incorporated by reference to Exhibit 10.38 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1997, File No. 001-10109).
	10.26	Distribution Agreement, dated as of April 11, 1989, among SmithKline Beckman Corporation Beckman Coulter, and Allergan, Inc. (incorporated by reference to Exhibit 3 of SmithKline Beckman Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 1989, File No. 1-4077).
	10.27	Amendment to the Distribution Agreement effective as of June 1, 1989, among SmithKline Beckman Corporation, Beckman Coulter and Allergan, Inc. (incorporated by reference to Exhibit 10.26 of Amendment No. 2 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-28853).
	10.28	Cross-Indemnification Agreement between Beckman Coulter and SmithKline Beckman Corporation (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Beckman Coulter’s Form S-1 Registration Statement, File No. 33-24572).
	10.29	Amendment No. 1, dated April 3, 1998, to the Credit Agreement by and among Beckman Coulter, as borrower, the Initial Lenders and the Issuing Banks named therein, and Citicorp USA, Inc. as Agent dated October 31, 1997 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
	*10.30	Amendment No. 1998-1, adopted and effective as of April 2, 1998, to Beckman Coulter’s 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
	*10.31	1998 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 1998, File No. 001-10109).
	10.32	Lease Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Brea Trust, and NPDC-RI Brea Trust (incorporated by reference to Exhibit 2.5 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.33	Lease Agreement made as of June 25, 1998, between Beckman Coulter, Inc., and Cardbeck Chaska Trust (incorporated by reference to Exhibit 2.6 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.34	Lease Agreement made as of June 25, 1998, between Coulter Corporation and Cardbeck Miami Trust (incorporated by reference to Exhibit 2.7 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.35	Lease Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Palo Alto Trust, and NPDC-RI Palo Alto Trust (incorporated by reference to Exhibit 2.8 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).

81

Exhibit
Number		Description
	10.36	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Brea Trust, and NPDC-RI Brea Trust (incorporated by reference to Exhibit 2.9 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.37	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc. and Cardbeck Chaska Trust (incorporated by reference to Exhibit 2.10 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.38	Lease Modification Agreement made as of June 25, 1998, among Coulter Corporation and Cardbeck Miami Trust (incorporated by reference to Exhibit 2.11 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.39	Lease Modification Agreement made as of June 25, 1998, among Beckman Coulter, Inc., NPDC-EY Palo Alto Trust, and NPDC-RI Palo Alto Trust (incorporated by reference to Exhibit 2.12 of Beckman Coulter’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	10.40	Guaranty of Lease, executed as of June 25, 1998, by Beckman Coulter, Inc. for the benefit of Cardbeck Miami Trust (incorporated by reference to Exhibit 2.13 of Beckman Coulter’s current report on Form 8-K filed with the Securities and Exchange Commission on July 9, 1998, File No. 001-10109).
	*10.41	Beckman Coulter’s Amended and Restated Executive Deferred Compensation Plan dated October 28, 1998, effective as of September 1, 1998 (incorporated by reference to Exhibit 4.1 of Beckman Coulter’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 1998, Registration No. 333-69249).
	*10.42	Beckman Coulter’s Amended and Restated Executive Restoration Plan dated October 28, 1998, effective as of September 1, 1998 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 18, 1998, Registration No. 333-69251).
	*10.43	Beckman Coulter’s Amended and Restated Savings Plan dated December 24, 1998, effective as of September 1998 (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 10, 1999, Registration No. 333-72081).
	*10.44	Amendment 1998-1, adopted and effective as of April 2, 1998 to Beckman Coulter’s 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended March 31, 1998, File No. 001-10109).
	*10.45	1999 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 1999, File No. 001-10109).
	*10.46	Amendment 1999-1, adopted October 22, 1999 and effective as of September 1, 1998, to the Beckman Coulter, Inc. Executive Restoration Plan (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 1999, File No. 001-10109).
	*10.47	Amendment 1999-2, adopted November 23, 1999, to the Beckman Coulter, Inc. 1998 Incentive Compensation Plan (incorporated by reference to Exhibit 10.51 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).
	*10.48	Amendment 1999-1, adopted December 20, 1999, to the Beckman Coulter, Inc. Savings Plan (incorporated by reference to Exhibit 10.52 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).

82

Exhibit
Number		Description
	*10.49	Change of Control Agreement between Beckman Coulter, Inc. and John P. Wareham, dated as of January 1, 2000 (incorporated by reference to Exhibit 10.53 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-10109).
	*10.50	2000 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended March 31, 2000, File No. 001-10109).
	*10.51	Beckman Coulter, Inc. Savings Plan, Amendment 2000-1, dated June 5, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended June 30, 2000, File No. 001-10109).
	*10.52	Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-1, dated October 19, 2000 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).
	*10.53	Beckman Coulter, Inc. Executive Deferred Compensation Plan, Amendment 2000-2, dated October 19, 2000 (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).
	*10.54	Beckman Coulter, Inc. Executive Restoration Plan, Amendment 2000-1, dated October 19, 2000 (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarter ended September 30, 2000, File No. 001-10109).
	*10.55	Form of Change in Control Agreement, dated as of January 1, 2001, between Beckman Coulter, certain of its Executive Officers and certain other key employees (incorporated by reference to Exhibit 10.55 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
	*10.56	Amendment 2000-2 adopted December 21, 2000 to the Beckman Coulter, Inc. Savings Plan (incorporated by reference to Exhibit 10.56 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
	*10.57	Executive Retention Incentive Program Summary (February 2001) (incorporated by reference to Exhibit 10.57 of Beckman Coulter’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2001, File No. 001-10109).
	*10.58	Amendment Number 2001-1 to the Beckman Coulter, Inc. Supplemental Pension Plan, adopted June 29, 2001 and effective as of January 1, 2001 (incorporated by reference to Exhibit 10.1 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
	*10.59	2001 Annual Incentive Plan (AIP) (incorporated by reference to Exhibit 10.2 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
	*10.60	Amendment Number 2001-1 to the Beckman Coulter, Inc. Savings Plan, adopted November 1, 2001 (incorporated by reference to Exhibit 10.3 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
	*10.61	Amendment Number 2001-1 to the Beckman Coulter, Inc. Employees’ Stock Purchase Plan, adopted September 25, 2001 (incorporated by reference to Exhibit 10.4 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
	*10.62	Addendum to the Agreement Regarding Retirement Benefits of Fidencio M. Mares, dated August 10, 2001 (incorporated by reference to Exhibit 10.5 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).

83

Exhibit
Number		Description
	*10.63	Addendum to the Agreement Regarding Retirement Benefits of Albert Ziegler, dated August 20, 2001 (incorporated by reference to Exhibit 10.6 of Beckman Coulter’s Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period ended September 30, 2001, File No 001-10109).
	11.	Statement regarding computation of per share earnings (incorporated by reference to the discussions of “Earnings Per Share‘ located in Note 13 of the Consolidated Financial Statements for the year ended December 31, 2001 included in Item 8 of this report).
	21	Significant Subsidiaries
	23	Consent of KPMG LLP
	99.1	II. Valuation and Qualifying Accounts

84 EX-4.12 3 a79314ex4-12.txt EXHIBIT 4.12 EXHIBIT 4.12 - -------------------------------------------------------------------------------- BECKMAN COULTER, INC., AS ISSUER COULTER CORPORATION AND HYBRITECH INCORPORATED, AS GUARANTORS AND CITIBANK, N.A. AS TRUSTEE --------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of November 19, 2001 --------------------------------- Supplemental to Senior Indenture dated as of April 25, 2001 - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE ---- ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions.......................................................1 Section 102. Conflicts with Base Indenture.....................................8 ARTICLE II FORM OF NOTES Section 201. Form of Notes.....................................................8 ARTICLE III THE NOTES Section 301. Amount; Series; Terms.............................................8 Section 302. Denominations.....................................................9 Section 303. Execution, Authentication, Delivery and Dating....................9 Section 304. Book-Entry Provisions for Global Securities.......................9 Section 305. Add On Notes.....................................................10 Section 306. Use of Proceeds..................................................11 ARTICLE IV REDEMPTION OF SECURITIES Section 401. Optional Redemption..............................................11 ARTICLE V COVENANTS AND REMEDIES Section 501. Limitation on Liens..............................................11 Section 502. Limitation on Sale and Leaseback Transactions....................12 Section 503. Future Note Guarantors...........................................13 Section 504. Events of Default................................................13 Section 505. Limitations on Consolidation, Etc................................15

i TABLE OF CONTENTS (CONTINUED)

PAGE ---- ARTICLE VI THE NOTE GUARANTEES Section 601. Unconditional Guarantee..........................................16 Section 602. Additional Note Guarantors.......................................18 Section 603. Release of a Note Guarantee......................................18 Section 604. Waiver of Subrogation............................................18 Section 605. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution............................................19 Section 606. Article VI Applicable to Paying Agents...........................19 Section 607. No Suspension of Remedies........................................19 ARTICLE VII Section 701. Supplemental Indentures with Consent of Holders..................20 ARTICLE VIII MISCELLANEOUS Section 801. Sinking Funds....................................................20 Section 802. Confirmation of Indenture........................................20 Section 803. Counterparts.....................................................20 Section 804. Governing Law....................................................20 EXHIBIT A Form of Note.....................................................A-1 EXHIBIT B Form of Supplemental Indenture in Respect of Note Guarantee......B-1

ii FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2001 (this "Supplemental Indenture"), among Beckman Coulter, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), Coulter Corporation, a corporation duly organized and existing under the laws of the State of Delaware, Hybritech Incorporated, a corporation duly organized and existing under the laws of the State of California (the "Guarantors"), and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the "Trustee") under the Senior Indenture dated as of April 25, 2001 between the Company and the Trustee (the "Base Indenture"). WHEREAS, Section 901 (7) of the Base Indenture provides that the Company and Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 thereof; WHEREAS, the Base Indenture also provides for the issuance from time to time of unsecured senior debentures, notes or other evidences of indebtedness (the "Securities"); WHEREAS, the Company has duly authorized the creation of a series of its Securities denominated as the "6.875% Senior Notes Due 2011" (the "Notes"); WHEREAS, the Guarantors are executing this Supplemental Indenture pursuant to which the Guarantors will guarantee the Company's obligations under the Notes on the terms and conditions set forth herein; WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture; and WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture, to establish the Notes as provided for in this Supplemental Indenture, and to make this Supplemental Indenture a valid agreement of the Company, in accordance with their and its terms: NOW, THEREFORE, for and in consideration of the premises and purchase of the Notes issued on or after the date of this Supplemental Indenture by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words "herein", "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. As used herein, the following terms have the specified meanings: "Add On Notes" has the meaning specified in Section 305 of this Supplemental Indenture. "Attributable Value," when used with respect to any sale and leaseback transaction means, as of the time of determination, the total obligation (discounted to present value at the interest rate assumed in making calculations in accordance with FAS 13) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such sale and leaseback transaction. "Bank Indebtedness" means any and all Indebtedness or other amounts payable under or in respect of the Credit Facility or any refinancing in respect thereof, and any Refinancing Indebtedness in respect thereof, including in each case (without limitation) principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees, other monetary obligations of any nature and all other amounts payable under or in respect of any of the foregoing. "Base Indenture" has the meaning specified in the recitals of this Supplemental Indenture. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. "Capital Lease Obligation" of any Person means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease for property leased by such Person that would at such time be required to be capitalized on the balance sheet of such Person in accordance with GAAP. "Capital Stock" of any Person means (1) in the case of a corporation, corporate stock; (2) in the case of an association, limited liability company or business entity, any and all Equity Interests; (3) in the case of a partnership, partnership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock. "Commodity Price Protection Agreement" means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices, but shall not 2 include contracts for the purchase of raw materials by the Company or any Restricted Subsidiary for its own use at fixed prices in the ordinary course of business. "Company" has the meaning specified in the recitals of this Supplemental Indenture. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Quotation. "Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of the most recent consolidated balance sheet of the Company but which by its terms is renewable or extendable beyond 12 months from such date at the option of the borrower); and (2) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the most recent consolidated balance sheet of the Company and computed in accordance with GAAP. "Credit Agreement" means the credit agreement dated as of October 31, 1997, among the Company, the banks and other financial institutions party thereto from time to time, the initial issuing bank named therein, Citicorp USA, Inc., as agent and Citicorp Securities, Inc., as arranger, as such agreement may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original Credit Agreement or otherwise). "Credit Facility" means the collective reference to the Credit Agreement, any notes and letters of credit issued pursuant thereto and any guarantees, security agreements, pledges, mortgages, letter of credit applications and other collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original Credit Agreement or otherwise). 3 "Currency Hedging Arrangements" means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values. "Default" means any event that is, or after the giving of notice or passage of time or both would be, an Event of Default. "Depositary" means The Depositary Trust Company. "Disqualified Stock" means: (1) any Preferred Stock of any Restricted Subsidiary; and (2) any Capital Stock that, by its terms (or by the terms of any security into which such Capital Stock is convertible or for which such Capital Stock is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than upon a change of control of the Company in circumstances where the holders of the Notes would have similar rights), in whole or in part on or prior to the Stated Maturity of the Notes. "Dollar" means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt. "Equipment Held for Resale" means instrument systems and related accessories and components manufactured or assembled by the Company that are owned and held for placement in facilities of the Company's customers. "Equity Interest" in any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock or other equity participations, including limited liability company interests, in such Person. "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. "GAAP" means generally accepted accounting principles in the United States of America as in effect on the date hereof, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statement by such other entity as approved by a significant segment of the United States accounting profession. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person, and 4 any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guarantors" means each of Coulter Corporation, Hybritech Incorporated and any Restricted Subsidiary that has issued a Note Guarantee. "Indebtedness" means, with respect to any Person, without duplication, and whether or not contingent (1) all indebtedness of such Person for borrowed money or which is evidenced by a note, bond, debenture or similar instrument; (2) all obligations of such Person to pay the deferred or unpaid purchase price of property or services, which purchase price is due more than one year after the date of placing such property in service or taking delivery and title thereto or the completion of such service; (3) all Capital Lease Obligations of such Person; (4) all obligations of such Person in respect of letters of credit or bankers' acceptances issued or created for the account of such Person; (5) to the extent not otherwise included in this definition, all net obligations of such Person under all Interest Rate Agreements, Currency Hedging Arrangements or Commodity Price Protection Agreements of such Person; (6) all liabilities of others of the kind described in the preceding clause (1), (2) or (3) secured by any Lien on any property owned by such Person even if such Person has not assumed or otherwise become liable for the payment thereof, to the extent of the value of the property subject to such Lien; (7) all Disqualified Stock issued by such Person; and (8) to the extent not otherwise included, any Guarantee by such Person of any other Person's indebtedness or other obligations described in clauses (1) through (7) above. "Indebtedness" of the Company and its Restricted Subsidiaries shall not include (1) current trade payables incurred in the ordinary course of business and payable in accordance with customary practices; and (2) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business which are not more than 90 days past due. "Indenture" means the Base Indenture as originally executed, as supplemented by this Supplemental Indenture and as it may from time to time be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including, for all purposes of that instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern that instrument and any such supplemental indenture, respectively. "Indenture Obligations" means the obligations of the Company and any other obligor under this Supplemental Indenture or under the Notes, to pay principal of, premium, if any, and interest on the Notes when due and payable, whether at maturity, by acceleration, call for redemption or repurchase or otherwise, and all other amounts due or to become due under or in connection with this Supplemental Indenture, the Notes or the Note Guarantees and the performance of all other obligations to the Trustee (including, but not limited to, payment of all 5 amounts due the Trustee under Section 607 of the Base Indenture) and the Holders of the Notes under this Indenture, the Notes and the Note Guarantees, according to the terms thereof. "Interest Rate Agreements" means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time. "Lien" means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, encumbrance, or other security arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). "Note Guarantee" means each guarantee of the Notes by the Guarantors hereunder and any guarantee of the Notes that may from time to time be executed and delivered pursuant to the terms of this Supplemental Indenture. "Notes" has the meaning specified in the recitals of this Supplemental Indenture. "Officer" means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary of the Company. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Preferred Stock" as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Capital Stock of any other class of such Person. "Principal Property" means any real property of the Company or any of its Subsidiaries, and any equipment located at or comprising a part of any such property, having a net book value, as of the date of determination, in excess of the greater of $50 million and 10% of Consolidated Net Tangible Assets of the Company; provided, however, that Principal Property shall not include Equipment Held for Resale. "Redemption Date," when used with respect to any Note, means the date specified for redemption by the Company. "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or Morgan Stanley & Co. Incorporated (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company. 6 "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such Redemption Date. "Refinancing Indebtedness" means any Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing, repayment or replacement (a "refinancing") of any Indebtedness. "Restricted Subsidiary" means any Subsidiary of the Company which owns or leases a Principal Property. "Securities" has the meaning specified in the recitals of this Supplemental Indenture. "Securities Custodian" means the custodian with respect to a Global Note (as appointed by the Depositary) or any successor thereto, who shall initially be the Trustee. "Significant Subsidiary" means each Subsidiary that is a "significant subsidiary" for purposes of Rule 1-02 of Regulation S-X under the Securities Act. "Stated Maturity" means, when used with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the purchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). "Subsidiary" of a Person means a Person more than 50% of the outstanding voting stock or other Equity Interests of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting" stock or other Equity Interests means stock or other Equity Interests which ordinarily have voting power for the election of directors, trustees or similar managers, whether at all times or only so long as no senior class of stock or other Equity Interests has such voting power by reason of any contingency. "Supplemental Indenture" has the meaning specified in the recitals of this Supplemental Indenture. "Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 7 SECTION 102. Conflicts with Base Indenture. In the event that any provision of this Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control. ARTICLE II FORM OF NOTES SECTION 201. Form of Notes. The Notes shall be substantially in the form of Exhibit A hereto which is hereby incorporated in and expressly made a part of this Indenture. ARTICLE III THE NOTES SECTION 301. Amount; Series; Terms. The title of the Notes shall be "6.875% Senior Notes Due 2011." The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture shall be initially limited to $235,000,000, subject to increase as set forth in Section 305. The final Stated Maturity of the Notes shall be November 15, 2011. The Notes shall bear interest at the rate of 6.875% per annum, from November 19, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. The Interest Payment Dates on which such interest shall be payable shall be May 15 and November 15 of each year, commencing on May 15, 2002 and the Regular Record Dates for any interest payable on each such Interest Payment Date shall be the immediately preceding May 1 and November 1, respectively. The principal of, and premium, if any, and interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, provided, however, that at the option of the Company payment of interest on any Notes may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Notes will be redeemable at the option of the Company as provided in Article IV hereof. The Notes will not be entitled to the benefit of a sinking fund. The Notes will be issued in the form of one or more Global Securities, deposited with the Trustee as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in Section 303 and the Base Indenture. 8 SECTION 302. Denominations. The Notes of each series shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. SECTION 303. Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. On Company Order, the Trustee shall authenticate for original issue Notes in an aggregate principal amount specified in the Company Order. The Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in the Base Indenture executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. SECTION 304. Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 204 of the Base Indenture. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security, and the Depositary may be treated by the Company, the Note Guarantors, the Trustee and any agent of the Company, the Note Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Note Guarantors, the Trustee or any agent of the Company, the Note Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of 9 customary practices governing the exercise of the rights of a beneficial owner of any Security. The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Global Securities. (b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective Nominees. Interests of beneficial owners in a Global Security may be transferred or exchanged for physical Notes in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 of the Base Indenture. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners for physical Notes pursuant to paragraph (b), the Security Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the beneficial interest in the Global Security being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more physical Notes of like tenor and principal amount of authorized denominations. (d) In connection with a transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the applicable Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Security, an equal aggregate principal amount at maturity of physical Notes of authorized denominations. (e) Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in the other Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. SECTION 305. Add On Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes ("Add On Notes") having terms and conditions set forth in Exhibit A identical to those of the other Notes, except that Add On Notes: (i) may have a different issue date from other Outstanding Notes; (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on other Outstanding Notes; (iii) may have terms specified in the Add On Note Board Resolution or Add On Note Supplemental Indenture for such Add On Notes making appropriate adjustments to this Article III and Exhibit A (and related definitions) applicable to such Add On Notes 10 in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). SECTION 306. Use of Proceeds. The Company intends to apply the proceeds from the sale of the Notes solely, directly or indirectly, in the Company's U.S. operations. In applying the proceeds from the sale of the Notes, the Company represents that, in no event, will any portion of the proceeds from the sale of the Notes be used to repay the portion of any indebtedness, the proceeds of which were used to previously fund any foreign investment or the working capital needs of any foreign Subsidiary, foreign affiliate or other foreign entity. The Company further represents that, in no event, will any portion of the proceeds of the sale of the Notes be used to fund any foreign investment or the working capital needs of any foreign Subsidiary, foreign affiliate or other foreign entity. ARTICLE IV REDEMPTION OF SECURITIES SECTION 401. Optional Redemption. The Notes will be redeemable, in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Reference Treasury Dealer, plus 10 basis points; plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date. Procedures for any such redemption shall be as set forth in Article XI of the Base Indenture. ARTICLE V COVENANTS AND REMEDIES SECTION 501. Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness of the Company or any Subsidiary secured by a Lien upon any Principal Property, or upon shares of Capital Stock or evidences of indebtedness issued by any Restricted Subsidiary and owned by the Company or any Restricted Subsidiary, now owned or hereafter owned by the Company, without making effective provision to secure all of the Notes then outstanding by such Lien, equally and ratably with any and all other Indebtedness thereby secured, so long as such Indebtedness shall be so secured. The foregoing restrictions shall not apply, however, to (1) Liens on any property existing at the time of the acquisition thereof; (2) Liens on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted 11 Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such Lien as a result of such merger, consolidation, sale, lease or other disposition is not extended to property owned by the Company or such Restricted Subsidiary immediately prior thereto; (3) Liens on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (4) Liens securing Indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (5) Liens to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure Indebtedness incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than twenty-four months after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property or of such property as so constructed, developed or improved; (6) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise; provided that the Company must have disposed of such property within 180 days from the creation of such Liens and any indebtedness secured by such Liens shall be without recourse to the Company or any Subsidiary; (7) Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; (8) Liens to secure Indebtedness of joint ventures in which the Company or a Restricted Subsidiary has an interest, to the extent such Liens are on property or assets of, or equity interests in, such joint ventures; (9) Liens on Equipment Held for Resale; and (10) any Indebtedness secured by Liens existing on the date of this Supplemental Indenture or any extension, renewal or replacement or refunding of any Lien existing on the date of this Supplemental Indenture or referred to in clauses (1) to (3) or (5); provided, however, that the aggregate principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (1) to (3) or (5), shall not exceed the aggregate principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal, replacement, or refunding, so secured at the time of such extension, renewal, replacement or refunding. Notwithstanding the restrictions described above, the Company and its Restricted Subsidiaries may incur, issue, assume or guarantee Indebtedness secured by Liens without equally and ratably securing the Notes then outstanding, provided, that at the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate amount of all outstanding Indebtedness secured by Liens so incurred, other than any Indebtedness secured by Liens permitted as described in clauses (1) through (10) above, and together with all outstanding Attributable Value of all sale and leaseback transactions permitted as described in Section 502 of this Supplemental Indenture does not exceed 15% of the Consolidated Net Tangible Assets of the Company. SECTION 502. Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, engage in any sale and leaseback transaction involving any Principal Property unless either (1) the Company or its Restricted Subsidiaries would be entitled pursuant to the provisions described in 12 clauses (1) through (10) of the second paragraph of Section 501 of this Supplemental Indenture to incur, issue, assume or guarantee Indebtedness secured by a Lien on such Principal Property without equally and ratably securing the Notes then outstanding or (2) the Company or such Restricted Subsidiary shall apply, or cause to be applied to the retirement of its secured debt within 120 days after the effective date of the sale and leaseback transaction, an amount not less than the greater of (i) the net proceeds (net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such sale) of the sale of the Principal Property leased pursuant to such arrangement or (ii) the Fair Market Value of the Principal Property so leased. This restriction will not apply to a sale and leaseback transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or involving the taking back of a lease for a period of less than three years. Notwithstanding the restrictions described above, the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction provided, that at the time of such transaction, after giving effect thereto, the Attributable Value thereof, together with all Indebtedness secured by Liens permitted pursuant to Section 501 of this Supplemental Indenture other than all Indebtedness secured by Liens permitted as described in clauses (1) through (10) of the second paragraph of Section 501 of this Supplemental Indenture and other than the Attributable Value of such sale and leaseback transactions permitted by the preceding paragraph, does not exceed 15% of Consolidated Net Tangible Assets of the Company. SECTION 503. Future Note Guarantors. The Company will cause each Restricted Subsidiary that Guarantees any Bank Indebtedness promptly to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Supplemental Indenture pursuant to which such Restricted Subsidiary will guarantee the Company's obligations under the Indenture and the Notes, in accordance with and as further provided in Article VI of this Supplemental Indenture. SECTION 504. Events of Default. In addition to the Events of Default set forth in clauses (1), (2) and (4) of Section 501 of the Base Indenture, any one of the following events shall constitute an "Event of Default" hereunder and thereunder whenever used with respect to the Notes in this Indenture (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) a default by the Company in the payment of the Redemption Price with respect to any Note when such amount becomes due and payable; (ii) a default in the performance, or breach, by the Company of its obligations under Section 801 of the Base Indenture or Section 505 of this Supplemental Indenture; (iii) a default in the performance, or breach, by the Company of its obligations under Sections 501 and 502 of this Supplemental Indenture, and continuance of such default or breach for a period of 30 days after there has been given, by registered or 13 certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Notes of such series not less than the principal amount of Notes the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; (iv) a default in the performance, or breach, by the Company of its other obligations under the Notes or this Supplemental Indenture, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Notes of such series not less than the principal amount of Notes the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; (v) a failure to pay when due (subject to any applicable grace period) the principal of, or acceleration of, any Indebtedness for money borrowed by the Company or by any Restricted Subsidiary having an aggregate principal amount outstanding of at least $50.0 million, if in the case of any such failure, such Indebtedness has not been discharged or, in the case of any such acceleration, such acceleration has not been rescinded or annulled, in each case within 10 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (vi) any final and nonappealable judgment or decree for the payment of money in excess (net of any amount covered by insurance) of $50.0 million against the Company or any Significant Subsidiary if (A) an enforcement proceeding thereon is commenced by any creditor or (B) it is not discharged, waived or stayed and remains outstanding for a period of 60 days; (vii) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Restricted Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary or of any substantial part of its respective property, or ordering the winding up or liquidation of its affairs, and the 14 continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (viii) the commencement by the Company or any Restricted Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator other similar official of the Company or any Restricted Subsidiary or of any substantial part of its respective property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Restricted Subsidiary in furtherance of any such action; or (ix) any Note Guarantee ceasing to be in full force and effect or any Guarantor denying in writing that it has any liability under its Note Guarantee (other than by reason of the termination of the Indenture or the release of any such Note Guarantee in accordance with this Indenture). SECTION 505. Limitations on Consolidation, Etc. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties or assets substantially as an entirety to the Company unless, in addition to the conditions of Section 801 of the Base Indenture being met: (1) the resulting, surviving or transferee Person (if other than the Company) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice of lapse of time would become an Event of Default, or both, shall have occurred and be continuing; (3) the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Section 505 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, subject to Section 601 of the Base Indenture, may rely upon such Officers' Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 505; and (4) if, as a result of any such consolidation or merger or such conveyance, 15 transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by Section 501 of this Supplemental Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Notes equally and ratably with (or prior to) all indebtedness secured thereby. ARTICLE VI THE NOTE GUARANTEES SECTION 601. Unconditional Guarantee. The Guarantors hereby agrees to be bound by all applicable provisions of this Supplemental Indenture as a Guarantor and to guarantee the Company's obligations under the Indenture and the Notes on the terms and subject to the conditions set forth below: (a) Each Guarantor hereby jointly and severally and fully and unconditionally guarantees to the Trustee and to each Holder of a Note, authenticated and delivered by the Trustee and its successors and assigns, that: (1) the principal of, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder and thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations with respect to the Notes, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Indenture Obligation of the Company to the Holders of Notes, for whatever reason, each Guarantor will be obligated to pay or cause the payment of, or to perform or cause the performance of, the same immediately. An Event of Default under the Indenture or the Notes shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands 16 whatsoever and covenants that (except as otherwise provided in Section 603 of this Supplemental Indenture) its Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand (1) subject to this Article VI, the maturity of the obligations guaranteed hereby may be accelerated as and to the extent provided in the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligations as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Note Guarantee. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Indenture Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their respective Note Guarantees or under the Indenture. Until terminated in accordance with Section 603 of this Supplemental Indenture, this Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) Each Guarantor that makes a payment or distribution under this Note Guarantee shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee. (c) Notwithstanding any of the foregoing, each Guarantor's liability under this Note Guarantee shall be limited to the maximum amount that would not result in this Note Guarantee constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that its Note Guarantee, and the waiver set forth in Section 604 of this Supplemental Indenture, is knowingly made in contemplation of such benefits. 17 SECTION 602. Additional Note Guarantors. Each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 503 of this Supplemental Indenture shall promptly execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B to this Supplemental Indenture, evidencing its Note Guarantee on substantially the terms set forth in this Article VI. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors' rights or remedies generally and the general principles of equity, such supplemental indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms. SECTION 603. Release of a Note Guarantee. (a) Any Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Note Guarantee, and such Note Guarantee shall terminate, at any such time that such Guarantor is released and discharged from all of its obligations under all of its Guarantees in respect of Bank Indebtedness, unless such release results from payment under such Guarantee. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to such release of such Note Guarantee was made by the Company in accordance with the provisions of the Indenture and the Notes, the Trustee shall execute any documents reasonably required in order to evidence such release and discharge of such Guarantor from its obligations under and termination of its Note Guarantee. (b) Upon the sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Capital Stock held by the Company and its Subsidiaries in, or all or substantially all the assets of, a Guarantor (which sale, exchange or transfer is not prohibited by the Indenture), such Guarantor shall be automatically and unconditionally released and discharged from all its obligations under its Note Guarantee, and such Note Guarantee shall terminate. Upon such occurrence, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Note Guarantee. (c) Upon the release of any Guarantor from its Note Guarantee pursuant to the provisions of the Indenture, each other Guarantor not so released shall remain liable for the full amount of principal of, and premium, if any, and interest on, the Notes as and to the extent provided in this Article VI. (d) Each Note Guarantee shall terminate and cease to be of further effect upon satisfaction and discharge of the Indenture in accordance with Section 401 of the Base Indenture. SECTION 604. Waiver of Subrogation. Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company's obligations under the Notes and the Indenture or 18 such Guarantor's obligations under its Note Guarantee and the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until the Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes of such series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon such Notes, whether matured or unmatured, in accordance with the terms of the Indenture. SECTION 605. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution. Upon any payment or distribution of assets of any Guarantor referred to in this Article VI, the Trustee, subject to the provisions of Section 601 of the Base Indenture, and the Holders of Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to such Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article VI. SECTION 606. Article VI Applicable to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term `Trustee' as used in this Article VI shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article VI in addition to or in place of the Trustee. SECTION 607. No Suspension of Remedies. Nothing contained in this Article VI shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of such Notes pursuant to the Indenture or to pursue any rights or remedies hereunder or under applicable law. 19 ARTICLE VII SUPPLEMENTAL INDENTURES SECTION 701. Supplemental Indentures with Consent of Holders. The terms of this Supplemental Indenture may be modified as set forth in Article IX of the Base Indenture, provided that no supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby reduce the Redemption Price of any Note. ARTICLE VIII MISCELLANEOUS SECTION 801. Sinking Funds. Article XII of the Base Indenture shall have no application. The Notes shall not have the benefit of a sinking fund. SECTION 802. Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture and all other indentures supplemental thereto, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. SECTION 803. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. SECTION 804. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). 20 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first written above. BECKMAN COULTER, INC., as issuer By: /s/ JOHN P. WAREHAM -------------------------------- Name: John P. Wareham Title: Chairman of the Board, President, and Chief Executive Officer Attest: /s/ WILLIAM H. MAY -------------------------------- Name: William H. May Title: Vice President, General Counsel, and Secretary 21 CITIBANK, N.A., as Trustee By: /s/ DONNA MARIE WHITE -------------------------------- Name: Donna Marie White Title: Assistant Vice President Attest: /s/ JENNY CHENG -------------------------------- Name: Jenny Cheng Title: Vice President 22 COULTER CORPORATION, as Guarantor By: /s/ JOHN P. WAREHAM -------------------------------- Name: John P. Wareham Title: Chairman of the Board Attest: /s/ WILLIAM H. MAY -------------------------------- Name: William H. May Title: Secretary HYBRITECH INCORPORATED, as Guarantor By: /s/ JOHN P. WAREHAM -------------------------------- Name: John P. Wareham Title: Chairman of the Board Attest: /S/ William H. May -------------------------------- Name: William H. May Title: Secretary 23 EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. A-1 BECKMAN COULTER, INC. 6.875% Senior Note Due 2011 CUSIP No. 075811-AB-5 $___________ Principal Amount No. ____ Issue Date: _____________ Beckman Coulter, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________ Dollars on November 15, 2011, and to pay interest thereon from ______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2002 at the rate of 6.875% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. A-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated as of Date of Authentication: BECKMAN COULTER, INC. By: --------------------------------- Name: ---------------------------- Title: --------------------------- Attest: --------------------------- Name: Title: CITIBANK, N.A., as Trustee, certifies that this is one of the Notes referred to in the Indenture. Dated: By: ------------------------------- Authorized Signatory A-3 The undersigned Guarantors each hereby agree, jointly and severally with all other Guarantors and fully and unconditionally, to guarantee the Company's obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article VI of the Supplemental Indenture. COULTER CORPORATION, as Guarantor By: --------------------------------- Name: Title: Attest: --------------------------- Name: Title: HYBRITECH INCORPORATED, as Guarantor By: --------------------------------- Name: Title: Attest: --------------------------- Name: Title: A-4 This Note is one of a duly authorized issue of 6.875% Senior Notes Due 2011 of the Company (herein called the "Notes"), issued under a Senior Indenture, dated as of April 25, 2001 (herein called the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of November 19, 2001 (herein called the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Company, as issuer, the Guarantors, as guarantors, and Citibank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $235,000,000, subject to increase as provided in the Indenture. This Note is entitled to the benefits of the certain senior Note Guarantees of the Guarantors and may thereafter be entitled to certain other senior Note Guarantees made for the benefit of the Holders. Reference is made to Article VI of the Supplemental Indenture and to the Note Guarantees for terms relating to such Note Guarantees. The Notes will be redeemable, in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury Dealer, plus 35 basis points; plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date, all as provide in the Indenture. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Notes will not be entitled to the benefit of a sinking fund. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and certain Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also A-5 contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000.00 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. A-6 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.) All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. A-7 EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE This Supplemental Indenture, dated as of __________ (this "Supplemental Indenture"), among [name of New Guarantor] (the "New Guarantor"), Beckman Coulter, Inc. (the "Company"), each other now existing Guarantor under, and as defined in, the Indenture referred to below, and Citibank, N.A., as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and the Trustee have heretofore become parties to a Senior Indenture, dated as of April 25, 2001 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of November ___, 2001 (the "First Supplemental Indenture" and, together with the Base Indenture and as amended, supplemented, waived or otherwise modified, the "Indenture"), among the Company, as issuer, the now existing Guarantors, as guarantors, and Citibank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), providing for the issuance of $_____________ aggregate principal amount of the Company's 6.875% Senior Notes Due 2011 (the "Notes"); WHEREAS, Sections 503 and 602 of the First Supplemental Indenture provide that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Company's obligations under the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein and in Article VI of the First Supplemental Indenture; and WHEREAS, pursuant to Section 901 of the Base Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the other Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all other Guarantors and fully and unconditionally, to guarantee the Company's obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article VI of the Supplemental Indenture B-1 and to be bound by all other applicable provisions of the Indenture as a Guarantor. 3. Termination, Release and Discharge. The New Guarantor's Note Guarantee shall terminate and be of no further force or effect, and the New Guarantor shall be released and discharged from all obligations in respect of such Note Guarantee, as and when provided in Section 603 of the First Supplemental Indenture. 4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of the New Guarantor's Note Guarantee or any provision contained herein or in Article Thirteen of the Indenture. 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). 6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 7. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 8. Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. B-2 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. [NAME OF NEW GUARANTOR], By: --------------------------------- Name: Title: Address: BECKMAN COULTER INC. By: --------------------------------- Name: Title: Address: [Add signature block for any other existing Guarantor] [TRUSTEE] By: --------------------------------- Name: Title: Address: B-3 EX-21 4 a79314ex21.txt EXHIBIT 21 EXHIBIT 21. SUBSIDIARIES The following table lists current subsidiaries of the Company whose results are included in the Company's combined financial statements. The list of subsidiaries does not include certain subsidiaries which, when considered in the aggregate, do not constitute a significant subsidiary of the Company.

JURISDICTION NAME OF COMPANY OF INCORPORATION - --------------- ---------------- Beckman Coulter Canada Inc Canada Beckman Coulter Eurocenter S.A Switzerland Beckman Coulter France S.A France Beckman Coulter G.m.b.H Germany Beckman Coulter Holdings G.m.b.H Germany Beckman Coulter Hong Kong Ltd Hong Kong Beckman Coulter International S.A Switzerland Beckman Coulter Ireland Inc Panama Beckman Coulter K.K Japan Beckman Coulter United Kingdom Ltd England Coulter Corporation Delaware

EX-23 5 a79314ex23.txt EXHIBIT 23 Exhibit 23 INDEPENDENT AUDITORS' CONSENT AND REPORT ON FINANCIAL STATEMENT SCHEDULE The Board of Directors Beckman Coulter, Inc.: The audits referred to in our report dated January 25, 2002 included the related financial statement schedule as of December 31, 2001, and for each of the years in the three-year period ended December 31, 2001. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to incorporation by reference in the registration statements (No. 333-02317) on Form S-3 and (Nos. 333-24851, 333-37429, 33-31573, 33-41519, 33-51506, 33-66990, 33-66988, 333-69291, 333-59099, 333-69249, 333-69251, 333-72896 and 333-72892) on Form S-8 of Beckman Coulter, Inc. of our reports dated January 25, 2002, relating to the consolidated balance sheets of Beckman Coulter, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, and the related financial statement schedule, which reports appear in the December 31, 2001 annual, report on Form 10-K of Beckman Coulter, Inc. KPMG LLP Orange County, California February 22, 2002 EX-99.1 6 a79314ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 II. VALUATION AND QUALIFYING ACCOUNTS Allowance for Doubtful Accounts (in millions)

Balance at Additions Balance at Beginning of Charged to End of Period Cost and Expenses Deductions Other Period ------------ ----------------- ---------- ----------- --------- December 31, 2001 $ 25.1 $1.9(a) $ (7.0)(b) $ (1.7)(d) $ 18.3 -------- ----------------- ---------- ----------- --------- December 31, 2000 31.5 1.0(a) (4.4)(b) (1.0)(c) 25.1 (2.0)(d) -------- ----------------- ---------- ----------- --------- December 31, 1999 20.7 14.4(a) (2.9)(b) (0.7)(c) 31.5 -------- ----------------- ---------- ----------- ---------

(a) Provision charged to earnings. (b) Accounts written-off. (c) Adjustments from translating at current exchange rates. (d) Adjustments to provision credited to income. -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.12

                                                                    EXHIBIT 4.12

- --------------------------------------------------------------------------------


                             BECKMAN COULTER, INC.,

                                    AS ISSUER

                 COULTER CORPORATION AND HYBRITECH INCORPORATED,

                                  AS GUARANTORS

                                       AND

                                 CITIBANK, N.A.

                                   AS TRUSTEE

                       ---------------------------------


                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of November 19, 2001

                       ---------------------------------


           Supplemental to Senior Indenture dated as of April 25, 2001


- --------------------------------------------------------------------------------




                                TABLE OF CONTENTS



                                                                              PAGE
                                                                              ----
                                                                           
                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.......................................................1

Section 102. Conflicts with Base Indenture.....................................8

                                   ARTICLE II

                                  FORM OF NOTES

Section 201. Form of Notes.....................................................8

                                   ARTICLE III

                                    THE NOTES

Section 301. Amount; Series; Terms.............................................8

Section 302. Denominations.....................................................9

Section 303. Execution, Authentication, Delivery and Dating....................9

Section 304. Book-Entry Provisions for Global Securities.......................9

Section 305. Add On Notes.....................................................10

Section 306. Use of Proceeds..................................................11

                                   ARTICLE IV

                            REDEMPTION OF SECURITIES

Section 401. Optional Redemption..............................................11

                                    ARTICLE V

                             COVENANTS AND REMEDIES

Section 501. Limitation on Liens..............................................11

Section 502. Limitation on Sale and Leaseback Transactions....................12

Section 503. Future Note Guarantors...........................................13

Section 504. Events of Default................................................13

Section 505. Limitations on Consolidation, Etc................................15




                                       i


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                              PAGE
                                                                              ----
                                                                           
                                   ARTICLE VI

                               THE NOTE GUARANTEES

Section 601. Unconditional Guarantee..........................................16

Section 602. Additional Note Guarantors.......................................18

Section 603. Release of a Note Guarantee......................................18

Section 604. Waiver of Subrogation............................................18

Section 605. Reliance on Judicial Order or Certificate of Liquidating Agent
             Regarding Dissolution............................................19

Section 606. Article VI Applicable to Paying Agents...........................19

Section 607. No Suspension of Remedies........................................19



                                   ARTICLE VII

Section 701. Supplemental Indentures with Consent of Holders..................20

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 801. Sinking Funds....................................................20

Section 802. Confirmation of Indenture........................................20

Section 803. Counterparts.....................................................20

Section 804. Governing Law....................................................20


EXHIBIT A    Form of Note.....................................................A-1
EXHIBIT B    Form of Supplemental Indenture in Respect of Note Guarantee......B-1




                                       ii


                FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2001
(this "Supplemental Indenture"), among Beckman Coulter, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the "Company"),
Coulter Corporation, a corporation duly organized and existing under the laws of
the State of Delaware, Hybritech Incorporated, a corporation duly organized and
existing under the laws of the State of California (the "Guarantors"), and
Citibank, N.A., a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (the "Trustee") under the
Senior Indenture dated as of April 25, 2001 between the Company and the Trustee
(the "Base Indenture").

                WHEREAS, Section 901 (7) of the Base Indenture provides that the
Company and Trustee, at any time and from time to time, may enter into one or
more indentures supplemental to the Base Indenture to establish the form or
terms of Securities of any series as permitted by Sections 201 and 301 thereof;

                WHEREAS, the Base Indenture also provides for the issuance from
time to time of unsecured senior debentures, notes or other evidences of
indebtedness (the "Securities");

                WHEREAS, the Company has duly authorized the creation of a
series of its Securities denominated as the "6.875% Senior Notes Due 2011" (the
"Notes");

                WHEREAS, the Guarantors are executing this Supplemental
Indenture pursuant to which the Guarantors will guarantee the Company's
obligations under the Notes on the terms and conditions set forth herein;

                WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Base
Indenture; and

                WHEREAS, the Company has duly authorized the execution and
delivery of this Supplemental Indenture, to establish the Notes as provided for
in this Supplemental Indenture, and to make this Supplemental Indenture a valid
agreement of the Company, in accordance with their and its terms:

                NOW, THEREFORE, for and in consideration of the premises and
purchase of the Notes issued on or after the date of this Supplemental Indenture
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                    ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS OF
                               GENERAL APPLICATION

SECTION 101. Definitions.

                Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Base Indenture. The words "herein",
"hereof" and "hereby" and other




words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.

                As used herein, the following terms have the specified meanings:

                "Add On Notes" has the meaning specified in Section 305 of this
Supplemental Indenture.

                "Attributable Value," when used with respect to any sale and
leaseback transaction means, as of the time of determination, the total
obligation (discounted to present value at the interest rate assumed in making
calculations in accordance with FAS 13) of the lessee for rental payments (other
than amounts required to be paid on account of property taxes as well as
maintenance, repairs, insurance, water rates and other items which do not
constitute payments for property rights) during the remaining portion of the
base term of the lease included in such sale and leaseback transaction.

                "Bank Indebtedness" means any and all Indebtedness or other
amounts payable under or in respect of the Credit Facility or any refinancing in
respect thereof, and any Refinancing Indebtedness in respect thereof, including
in each case (without limitation) principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees,
other monetary obligations of any nature and all other amounts payable under or
in respect of any of the foregoing.

                "Base Indenture" has the meaning specified in the recitals of
this Supplemental Indenture.

                "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close.

                "Capital Lease Obligation" of any Person means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease for property leased by such Person that would at such time be
required to be capitalized on the balance sheet of such Person in accordance
with GAAP.

                "Capital Stock" of any Person means (1) in the case of a
corporation, corporate stock; (2) in the case of an association, limited
liability company or business entity, any and all Equity Interests; (3) in the
case of a partnership, partnership interests (whether general or limited); and
(4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person, including any Preferred Stock.

                "Commodity Price Protection Agreement" means any forward
contract, commodity swap, commodity option or other similar financial agreement
or arrangement relating to, or the value of which is dependent upon,
fluctuations in commodity prices, but shall not



                                       2


include contracts for the purchase of raw materials by the Company or any
Restricted Subsidiary for its own use at fixed prices in the ordinary course of
business.

                "Company" has the meaning specified in the recitals of this
Supplemental Indenture.

                "Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

                "Comparable Treasury Price" means, with respect to any
redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations, or (C)
if only one Reference Treasury Dealer Quotation is received, such Quotation.

                "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (1) all current liabilities (excluding any indebtedness for
money borrowed having a maturity of less than 12 months from the date of the
most recent consolidated balance sheet of the Company but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower); and (2) all goodwill, trade names, patents, unamortized debt discount
and expense and any other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and computed in accordance with GAAP.

                "Credit Agreement" means the credit agreement dated as of
October 31, 1997, among the Company, the banks and other financial institutions
party thereto from time to time, the initial issuing bank named therein,
Citicorp USA, Inc., as agent and Citicorp Securities, Inc., as arranger, as such
agreement may be amended, supplemented, waived or otherwise modified from time
to time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether
with the original agents and lenders or other agents and lenders or otherwise,
and whether provided under the original Credit Agreement or otherwise).

                "Credit Facility" means the collective reference to the Credit
Agreement, any notes and letters of credit issued pursuant thereto and any
guarantees, security agreements, pledges, mortgages, letter of credit
applications and other collateral documents, and other instruments and
documents, executed and delivered pursuant to or in connection with any of the
foregoing, in each case as the same may be amended, supplemented, waived or
otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid, increased or extended from time to time (whether in
whole or in part, whether with the original agents and lenders or other agents
and lenders or otherwise, and whether provided under the original Credit
Agreement or otherwise).



                                       3


                "Currency Hedging Arrangements" means one or more of the
following agreements which shall be entered into by one or more financial
institutions: foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values.

                "Default" means any event that is, or after the giving of notice
or passage of time or both would be, an Event of Default.

                "Depositary" means The Depositary Trust Company.

                "Disqualified Stock" means:

                (1)     any Preferred Stock of any Restricted Subsidiary; and

                (2)     any Capital Stock that, by its terms (or by the terms of
                        any security into which such Capital Stock is
                        convertible or for which such Capital Stock is
                        exchangeable), or upon the happening of any event,
                        matures or is mandatorily redeemable, pursuant to a
                        sinking fund obligation or otherwise, or is redeemable
                        at the option of the holder thereof (other than upon a
                        change of control of the Company in circumstances where
                        the holders of the Notes would have similar rights), in
                        whole or in part on or prior to the Stated Maturity of
                        the Notes.

                "Dollar" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

                "Equipment Held for Resale" means instrument systems and related
accessories and components manufactured or assembled by the Company that are
owned and held for placement in facilities of the Company's customers.

                "Equity Interest" in any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including limited liability company interests, in such
Person.

                "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy.

                "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the date hereof, including those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statement by such other entity as approved by a significant segment of the
United States accounting profession.

                "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person, and



                                       4


any obligation, direct or indirect, contingent or otherwise, of such Person (1)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation of such Person (whether arising by virtue
of partnership arrangements, or by agreement to keep well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise); or (2) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part), provided, however, that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                "Guarantors" means each of Coulter Corporation, Hybritech
Incorporated and any Restricted Subsidiary that has issued a Note Guarantee.

                "Indebtedness" means, with respect to any Person, without
duplication, and whether or not contingent (1) all indebtedness of such Person
for borrowed money or which is evidenced by a note, bond, debenture or similar
instrument; (2) all obligations of such Person to pay the deferred or unpaid
purchase price of property or services, which purchase price is due more than
one year after the date of placing such property in service or taking delivery
and title thereto or the completion of such service; (3) all Capital Lease
Obligations of such Person; (4) all obligations of such Person in respect of
letters of credit or bankers' acceptances issued or created for the account of
such Person; (5) to the extent not otherwise included in this definition, all
net obligations of such Person under all Interest Rate Agreements, Currency
Hedging Arrangements or Commodity Price Protection Agreements of such Person;
(6) all liabilities of others of the kind described in the preceding clause (1),
(2) or (3) secured by any Lien on any property owned by such Person even if such
Person has not assumed or otherwise become liable for the payment thereof, to
the extent of the value of the property subject to such Lien; (7) all
Disqualified Stock issued by such Person; and (8) to the extent not otherwise
included, any Guarantee by such Person of any other Person's indebtedness or
other obligations described in clauses (1) through (7) above. "Indebtedness" of
the Company and its Restricted Subsidiaries shall not include (1) current trade
payables incurred in the ordinary course of business and payable in accordance
with customary practices; and (2) non-interest bearing installment obligations
and accrued liabilities incurred in the ordinary course of business which are
not more than 90 days past due.

                "Indenture" means the Base Indenture as originally executed, as
supplemented by this Supplemental Indenture and as it may from time to time be
supplemented or amended by one or more indentures supplemental thereto entered
into pursuant to the applicable provisions thereof, including, for all purposes
of that instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern that instrument
and any such supplemental indenture, respectively.

                "Indenture Obligations" means the obligations of the Company and
any other obligor under this Supplemental Indenture or under the Notes, to pay
principal of, premium, if any, and interest on the Notes when due and payable,
whether at maturity, by acceleration, call for redemption or repurchase or
otherwise, and all other amounts due or to become due under or in connection
with this Supplemental Indenture, the Notes or the Note Guarantees and the
performance of all other obligations to the Trustee (including, but not limited
to, payment of all



                                       5


amounts due the Trustee under Section 607 of the Base Indenture) and the Holders
of the Notes under this Indenture, the Notes and the Note Guarantees, according
to the terms thereof.

                "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

                "Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, security interest,
lien, encumbrance, or other security arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

                "Note Guarantee" means each guarantee of the Notes by the
Guarantors hereunder and any guarantee of the Notes that may from time to time
be executed and delivered pursuant to the terms of this Supplemental Indenture.

                "Notes" has the meaning specified in the recitals of this
Supplemental Indenture.

                "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company.

                "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                "Preferred Stock" as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over Capital Stock of any other class of such
Person.

                "Principal Property" means any real property of the Company or
any of its Subsidiaries, and any equipment located at or comprising a part of
any such property, having a net book value, as of the date of determination, in
excess of the greater of $50 million and 10% of Consolidated Net Tangible Assets
of the Company; provided, however, that Principal Property shall not include
Equipment Held for Resale.

                "Redemption Date," when used with respect to any Note, means the
date specified for redemption by the Company.

                "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc.
or Morgan Stanley & Co. Incorporated (or their respective affiliates which are
Primary Treasury Dealers), and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
will substitute therefor another Primary Treasury Dealer; and (B) any other
Primary Treasury Dealer(s) selected by the Company.



                                       6


                "Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third Business Day preceding such Redemption Date.

                "Refinancing Indebtedness" means any Indebtedness incurred in
connection with or given in exchange for the renewal, extension, substitution,
refunding, defeasance, refinancing, repayment or replacement (a "refinancing")
of any Indebtedness.

                "Restricted Subsidiary" means any Subsidiary of the Company
which owns or leases a Principal Property.

                "Securities" has the meaning specified in the recitals of this
Supplemental Indenture.

                "Securities Custodian" means the custodian with respect to a
Global Note (as appointed by the Depositary) or any successor thereto, who shall
initially be the Trustee.

                "Significant Subsidiary" means each Subsidiary that is a
"significant subsidiary" for purposes of Rule 1-02 of Regulation S-X under the
Securities Act.

                "Stated Maturity" means, when used with respect to any security,
the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
purchase of such security at the option of the holder thereof upon the happening
of any contingency beyond the control of the issuer unless such contingency has
occurred).

                "Subsidiary" of a Person means a Person more than 50% of the
outstanding voting stock or other Equity Interests of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition,
"voting" stock or other Equity Interests means stock or other Equity Interests
which ordinarily have voting power for the election of directors, trustees or
similar managers, whether at all times or only so long as no senior class of
stock or other Equity Interests has such voting power by reason of any
contingency.

                "Supplemental Indenture" has the meaning specified in the
recitals of this Supplemental Indenture.

                "Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.



                                       7


SECTION 102. Conflicts with Base Indenture.

                In the event that any provision of this Supplemental Indenture
limits, qualifies or conflicts with a provision of the Base Indenture, such
provision of this Supplemental Indenture shall control.

                                   ARTICLE II

                                  FORM OF NOTES

SECTION 201. Form of Notes.

                The Notes shall be substantially in the form of Exhibit A hereto
which is hereby incorporated in and expressly made a part of this Indenture.

                                   ARTICLE III

                                    THE NOTES

SECTION 301. Amount; Series; Terms.


                The title of the Notes shall be "6.875% Senior Notes Due 2011."
The aggregate principal amount of Notes that may be authenticated and delivered
under this Supplemental Indenture shall be initially limited to $235,000,000,
subject to increase as set forth in Section 305.

                The final Stated Maturity of the Notes shall be November 15,
2011. The Notes shall bear interest at the rate of 6.875% per annum, from
November 19, 2001 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as further provided in the form of
Note annexed hereto as Exhibit A. The Interest Payment Dates on which such
interest shall be payable shall be May 15 and November 15 of each year,
commencing on May 15, 2002 and the Regular Record Dates for any interest payable
on each such Interest Payment Date shall be the immediately preceding May 1 and
November 1, respectively.

                The principal of, and premium, if any, and interest on the Notes
shall be payable at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, provided, however,
that at the option of the Company payment of interest on any Notes may be made
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.

                The Notes will be redeemable at the option of the Company as
provided in Article IV hereof. The Notes will not be entitled to the benefit of
a sinking fund.

                The Notes will be issued in the form of one or more Global
Securities, deposited with the Trustee as custodian for the Depositary or its
nominee, duly executed by the Company and authenticated by the Trustee as
provided in Section 303 and the Base Indenture.



                                       8


SECTION 302. Denominations.

                The Notes of each series shall be issuable only in registered
form without coupons and only in denominations of $1,000 and any integral
multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

                The Notes shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President, its Chief Financial Officer or one of its Vice
Presidents, and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Notes may be manual or facsimile.

                Notes bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

                On Company Order, the Trustee shall authenticate for original
issue Notes in an aggregate principal amount specified in the Company Order. The
Trustee shall be entitled to receive an Officers' Certificate and an Opinion of
Counsel of the Company that it may reasonably request in connection with such
authentication of Notes. Such Company Order shall specify the amount of Notes to
be authenticated and the date on which the original issue of Notes is to be
authenticated.

                Each Note shall be dated the date of its authentication.

                No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in the Base
Indenture executed by the Trustee by manual signature, and such certificate upon
any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.

SECTION 304. Book-Entry Provisions for Global Securities.

                (a) Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Securities or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 204 of the Base Indenture.

                Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security,
and the Depositary may be treated by the Company, the Note Guarantors, the
Trustee and any agent of the Company, the Note Guarantors or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Note Guarantors, the Trustee or any agent of the Company, the Note Guarantors or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of



                                       9


customary practices governing the exercise of the rights of a beneficial owner
of any Security. The registered holder of a Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Global Securities.

                (b) Transfers of a Global Security shall be limited to transfers
of such Global Security in whole, but not in part, to the Depositary, its
successors or their respective Nominees. Interests of beneficial owners in a
Global Security may be transferred or exchanged for physical Notes in accordance
with the applicable rules and procedures of the Depositary and the provisions of
Sections 305 of the Base Indenture.

                (c) In connection with any transfer or exchange of a portion of
the beneficial interest in any Global Security to beneficial owners for physical
Notes pursuant to paragraph (b), the Security Registrar shall record on its
books and records the date and a decrease in the principal amount of such Global
Security in an amount equal to the beneficial interest in the Global Security
being transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more physical Notes of like tenor and principal
amount of authorized denominations.

                (d) In connection with a transfer of an entire Global Security
to beneficial owners pursuant to paragraph (b), the applicable Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the applicable Global Security, an equal aggregate principal amount
at maturity of physical Notes of authorized denominations.

                (e) Any beneficial interest in one of the Global Securities that
is transferred to a Person who takes delivery in the form of an interest in the
other Global Security will, upon transfer, cease to be an interest in such
Global Security and become an interest in the other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Security for as long as it remains such an interest.

SECTION 305. Add On Notes.

                The Company may, from time to time, subject to compliance with
any other applicable provisions of this Indenture, without the consent of the
Holders, create and issue pursuant to this Indenture additional notes ("Add On
Notes") having terms and conditions set forth in Exhibit A identical to those of
the other Notes, except that Add On Notes:

                (i) may have a different issue date from other Outstanding
        Notes;

                (ii) may have a different amount of interest payable on the
        first Interest Payment Date after issuance than is payable on other
        Outstanding Notes;

                (iii) may have terms specified in the Add On Note Board
        Resolution or Add On Note Supplemental Indenture for such Add On Notes
        making appropriate adjustments to this Article III and Exhibit A (and
        related definitions) applicable to such Add On Notes



                                       10


        in order to conform to and ensure compliance with the Securities Act (or
        other applicable securities laws).

SECTION 306. Use of Proceeds.

                The Company intends to apply the proceeds from the sale of the
Notes solely, directly or indirectly, in the Company's U.S. operations. In
applying the proceeds from the sale of the Notes, the Company represents that,
in no event, will any portion of the proceeds from the sale of the Notes be used
to repay the portion of any indebtedness, the proceeds of which were used to
previously fund any foreign investment or the working capital needs of any
foreign Subsidiary, foreign affiliate or other foreign entity. The Company
further represents that, in no event, will any portion of the proceeds of the
sale of the Notes be used to fund any foreign investment or the working capital
needs of any foreign Subsidiary, foreign affiliate or other foreign entity.

                                   ARTICLE IV

                            REDEMPTION OF SECURITIES

SECTION 401. Optional Redemption.

                The Notes will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of such Notes or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes being
redeemed on that Redemption Date (not including any portion of any payments of
interest accrued to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 10 basis points; plus, in each case, accrued and unpaid interest on
the Notes to the Redemption Date. Procedures for any such redemption shall be as
set forth in Article XI of the Base Indenture.

                                    ARTICLE V

                             COVENANTS AND REMEDIES

SECTION 501. Limitation on Liens.

                The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness of the
Company or any Subsidiary secured by a Lien upon any Principal Property, or upon
shares of Capital Stock or evidences of indebtedness issued by any Restricted
Subsidiary and owned by the Company or any Restricted Subsidiary, now owned or
hereafter owned by the Company, without making effective provision to secure all
of the Notes then outstanding by such Lien, equally and ratably with any and all
other Indebtedness thereby secured, so long as such Indebtedness shall be so
secured.

                The foregoing restrictions shall not apply, however, to (1)
Liens on any property existing at the time of the acquisition thereof; (2) Liens
on property of a corporation existing at the time such corporation is merged
into or consolidated with the Company or a Restricted



                                       11


Subsidiary or at the time of a sale, lease or other disposition of the
properties of such corporation (or a division thereof) as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary, provided
that such Lien as a result of such merger, consolidation, sale, lease or other
disposition is not extended to property owned by the Company or such Restricted
Subsidiary immediately prior thereto; (3) Liens on property of a corporation
existing at the time such corporation becomes a Restricted Subsidiary; (4) Liens
securing Indebtedness of a Restricted Subsidiary to the Company or to another
Restricted Subsidiary; (5) Liens to secure all or part of the cost of
acquisition, construction, development or improvement of the underlying
property, or to secure Indebtedness incurred to provide funds for any such
purpose, provided that the commitment of the creditor to extend the credit
secured by any such Lien shall have been obtained not later than twenty-four
months after the later of (a) the completion of the acquisition, construction,
development or improvement of such property or (b) the placing in operation of
such property or of such property as so constructed, developed or improved; (6)
Liens on any property created, assumed or otherwise brought into existence in
contemplation of the sale or other disposition of the underlying property,
whether directly or indirectly, by way of share disposition or otherwise;
provided that the Company must have disposed of such property within 180 days
from the creation of such Liens and any indebtedness secured by such Liens shall
be without recourse to the Company or any Subsidiary; (7) Liens in favor of the
United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision thereof, to secure partial, progress,
advance or other payments; (8) Liens to secure Indebtedness of joint ventures in
which the Company or a Restricted Subsidiary has an interest, to the extent such
Liens are on property or assets of, or equity interests in, such joint ventures;
(9) Liens on Equipment Held for Resale; and (10) any Indebtedness secured by
Liens existing on the date of this Supplemental Indenture or any extension,
renewal or replacement or refunding of any Lien existing on the date of this
Supplemental Indenture or referred to in clauses (1) to (3) or (5); provided,
however, that the aggregate principal amount of Indebtedness secured thereby and
not otherwise authorized by clauses (1) to (3) or (5), shall not exceed the
aggregate principal amount of Indebtedness, plus any premium or fee payable in
connection with any such extension, renewal, replacement, or refunding, so
secured at the time of such extension, renewal, replacement or refunding.

                Notwithstanding the restrictions described above, the Company
and its Restricted Subsidiaries may incur, issue, assume or guarantee
Indebtedness secured by Liens without equally and ratably securing the Notes
then outstanding, provided, that at the time of such incurrence, issuance,
assumption or guarantee, after giving effect thereto and to the retirement of
any Indebtedness which is concurrently being retired, the aggregate amount of
all outstanding Indebtedness secured by Liens so incurred, other than any
Indebtedness secured by Liens permitted as described in clauses (1) through (10)
above, and together with all outstanding Attributable Value of all sale and
leaseback transactions permitted as described in Section 502 of this
Supplemental Indenture does not exceed 15% of the Consolidated Net Tangible
Assets of the Company.

SECTION 502. Limitation on Sale and Leaseback Transactions.

                The Company will not, and will not permit any Restricted
Subsidiary to, engage in any sale and leaseback transaction involving any
Principal Property unless either (1) the Company or its Restricted Subsidiaries
would be entitled pursuant to the provisions described in



                                       12


clauses (1) through (10) of the second paragraph of Section 501 of this
Supplemental Indenture to incur, issue, assume or guarantee Indebtedness secured
by a Lien on such Principal Property without equally and ratably securing the
Notes then outstanding or (2) the Company or such Restricted Subsidiary shall
apply, or cause to be applied to the retirement of its secured debt within 120
days after the effective date of the sale and leaseback transaction, an amount
not less than the greater of (i) the net proceeds (net of all legal, title and
recording tax expenses, commissions and other fees and expenses incurred and all
federal, state, provincial, foreign and local taxes required to be paid or
accrued as a liability under GAAP, as a consequence of such sale) of the sale of
the Principal Property leased pursuant to such arrangement or (ii) the Fair
Market Value of the Principal Property so leased. This restriction will not
apply to a sale and leaseback transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries or involving the taking back of a
lease for a period of less than three years.

                Notwithstanding the restrictions described above, the Company or
any Restricted Subsidiary may enter into a sale and leaseback transaction
provided, that at the time of such transaction, after giving effect thereto, the
Attributable Value thereof, together with all Indebtedness secured by Liens
permitted pursuant to Section 501 of this Supplemental Indenture other than all
Indebtedness secured by Liens permitted as described in clauses (1) through (10)
of the second paragraph of Section 501 of this Supplemental Indenture and other
than the Attributable Value of such sale and leaseback transactions permitted by
the preceding paragraph, does not exceed 15% of Consolidated Net Tangible Assets
of the Company.

SECTION 503. Future Note Guarantors.

                The Company will cause each Restricted Subsidiary that
Guarantees any Bank Indebtedness promptly to execute and deliver to the Trustee
a supplemental indenture substantially in the form set forth in Exhibit B to
this Supplemental Indenture pursuant to which such Restricted Subsidiary will
guarantee the Company's obligations under the Indenture and the Notes, in
accordance with and as further provided in Article VI of this Supplemental
Indenture.

SECTION 504. Events of Default.

                In addition to the Events of Default set forth in clauses (1),
(2) and (4) of Section 501 of the Base Indenture, any one of the following
events shall constitute an "Event of Default" hereunder and thereunder whenever
used with respect to the Notes in this Indenture (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                (i) a default by the Company in the payment of the Redemption
        Price with respect to any Note when such amount becomes due and payable;

                (ii) a default in the performance, or breach, by the Company of
        its obligations under Section 801 of the Base Indenture or Section 505
        of this Supplemental Indenture;

                (iii) a default in the performance, or breach, by the Company of
        its obligations under Sections 501 and 502 of this Supplemental
        Indenture, and continuance of such default or breach for a period of 30
        days after there has been given, by registered or




                                       13


        certified mail, to the Company by the Trustee or to the Company and the
        Trustee by the Holders of at least 25% in aggregate principal amount of
        the Notes a written notice specifying such default or breach and
        requiring it to be remedied and stating that such notice is a "Notice of
        Default" hereunder, unless the Trustee, or the Trustee and the Holders
        of a principal amount of Notes of such series not less than the
        principal amount of Notes the Holders of which gave such notice, as the
        case may be, shall agree in writing to an extension of such period prior
        to its expiration;

                (iv) a default in the performance, or breach, by the Company of
        its other obligations under the Notes or this Supplemental Indenture,
        and continuance of such default or breach for a period of 90 days after
        there has been given, by registered or certified mail, to the Company by
        the Trustee or to the Company and the Trustee by the Holders of at least
        25% in aggregate principal amount of the Notes a written notice
        specifying such default or breach and requiring it to be remedied and
        stating that such notice is a "Notice of Default" hereunder, unless the
        Trustee, or the Trustee and the Holders of a principal amount of Notes
        of such series not less than the principal amount of Notes the Holders
        of which gave such notice, as the case may be, shall agree in writing to
        an extension of such period prior to its expiration;

                (v) a failure to pay when due (subject to any applicable grace
        period) the principal of, or acceleration of, any Indebtedness for money
        borrowed by the Company or by any Restricted Subsidiary having an
        aggregate principal amount outstanding of at least $50.0 million, if in
        the case of any such failure, such Indebtedness has not been discharged
        or, in the case of any such acceleration, such acceleration has not been
        rescinded or annulled, in each case within 10 days after there has been
        given, by registered or certified mail, to the Company by the Trustee or
        to the Company and the Trustee by the Holders of at least 25% in
        aggregate principal amount of the Notes a written notice specifying such
        default or breach and requiring it to be remedied and stating that such
        notice is a "Notice of Default" hereunder;

                (vi) any final and nonappealable judgment or decree for the
        payment of money in excess (net of any amount covered by insurance) of
        $50.0 million against the Company or any Significant Subsidiary if (A)
        an enforcement proceeding thereon is commenced by any creditor or (B) it
        is not discharged, waived or stayed and remains outstanding for a period
        of 60 days;

                (vii) the entry by a court having jurisdiction in the premises
        of (A) a decree or order for relief in respect of the Company or any
        Restricted Subsidiary in an involuntary case or proceeding under any
        applicable Federal or State bankruptcy, insolvency, reorganization or
        other similar law or (B) a decree or order adjudging the Company or any
        Restricted Subsidiary a bankrupt or insolvent, or approving as properly
        filed a petition seeking reorganization, arrangement, adjustment or
        composition of or in respect of the Company or any Restricted Subsidiary
        under any applicable Federal or State law, or appointing a custodian,
        receiver, liquidator, assignee, trustee, sequestrator or other similar
        official of the Company or any Restricted Subsidiary or of any
        substantial part of its respective property, or ordering the winding up
        or liquidation of its affairs, and the



                                       14


        continuance of any such decree or order for relief or any such other
        decree or order unstayed and in effect for a period of 60 consecutive
        days;

                (viii) the commencement by the Company or any Restricted
        Subsidiary of a voluntary case or proceeding under any applicable
        Federal or State bankruptcy, insolvency, reorganization or other similar
        law or of any other case or proceeding to be adjudicated a bankrupt or
        insolvent, or the consent by it to the entry of a decree or order for
        relief in respect of the Company or any Restricted Subsidiary in an
        involuntary case or proceeding under any applicable Federal or State
        bankruptcy, insolvency, reorganization or other similar law or to the
        commencement of any bankruptcy or insolvency case or proceeding against
        it, or the filing by it of a petition or answer or consent seeking
        reorganization or relief under any applicable Federal or State law, or
        the consent by it to the filing of such petition or to the appointment
        of or taking possession by a custodian, receiver, liquidator, assignee,
        trustee, sequestrator other similar official of the Company or any
        Restricted Subsidiary or of any substantial part of its respective
        property, or the making by it of an assignment for the benefit of
        creditors, or the admission by it in writing of its inability to pay its
        debts generally as they become due, or the taking of corporate action by
        the Company or any Restricted Subsidiary in furtherance of any such
        action; or

                (ix) any Note Guarantee ceasing to be in full force and effect
        or any Guarantor denying in writing that it has any liability under its
        Note Guarantee (other than by reason of the termination of the Indenture
        or the release of any such Note Guarantee in accordance with this
        Indenture).

SECTION 505. Limitations on Consolidation, Etc.

                The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties or assets substantially
as an entirety to the Company unless, in addition to the conditions of Section
801 of the Base Indenture being met: (1) the resulting, surviving or transferee
Person (if other than the Company) is organized and existing under the laws of
the United States, any state thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest on all the Notes and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed; (2) immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice of lapse of time would
become an Event of Default, or both, shall have occurred and be continuing; (3)
the Company shall deliver to the Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance or transfer
and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Section 505 and that
all conditions precedent herein provided for relating to such transaction have
been complied with; and the Trustee, subject to Section 601 of the Base
Indenture, may rely upon such Officers' Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 505; and
(4) if, as a result of any such consolidation or merger or such conveyance,



                                       15


transfer or lease, properties or assets of the Company would become subject to a
mortgage, pledge, lien, security interest or other encumbrance which would not
be permitted by Section 501 of this Supplemental Indenture, the Company or such
successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Notes equally and ratably with (or prior to)
all indebtedness secured thereby.

                                   ARTICLE VI

                               THE NOTE GUARANTEES

SECTION 601. Unconditional Guarantee.

                The Guarantors hereby agrees to be bound by all applicable
provisions of this Supplemental Indenture as a Guarantor and to guarantee the
Company's obligations under the Indenture and the Notes on the terms and subject
to the conditions set forth below:

                (a) Each Guarantor hereby jointly and severally and fully and
unconditionally guarantees to the Trustee and to each Holder of a Note,
authenticated and delivered by the Trustee and its successors and assigns, that:
(1) the principal of, and interest on the Notes will be duly and punctually paid
in full when due, whether at maturity, redemption or otherwise, and interest on
the overdue principal and (to the extent permitted by law) interest, if any, on
the Notes and all other obligations of the Company or the Guarantors to the
Holders or the Trustee hereunder and thereunder (including fees, expenses or
other) and all other Indenture Obligations will be promptly paid in full or
performed, all in accordance with the terms hereof; and (2) in case of any
extension of time of payment or renewal of any Notes or any of such other
Indenture Obligations with respect to the Notes, the same will be promptly paid
in full when due in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed, or failing performance of any other Indenture
Obligation of the Company to the Holders of Notes, for whatever reason, each
Guarantor will be obligated to pay or cause the payment of, or to perform or
cause the performance of, the same immediately. An Event of Default under the
Indenture or the Notes shall constitute an event of default under this Note
Guarantee, and shall entitle the Holders of the Notes to accelerate the
obligations of the Guarantor hereunder in the same manner and to the same extent
as the obligations of the Company.

                Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Indenture, the Notes or the obligations of the Company or
any other Guarantor to the Holders or the Trustee hereunder or thereunder, the
absence of any action to enforce the same, any waiver or consent by any Holder
of Notes with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Company, any action to
enforce the same, whether or not a Note Guarantee is affixed to any particular
Note, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.

                Each Guarantor hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands



                                       16


whatsoever and covenants that (except as otherwise provided in Section 603 of
this Supplemental Indenture) its Note Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes, the Indenture
and this Note Guarantee. This Note Guarantee is a guarantee of payment and not
of collection. Each Guarantor further agrees that, as between it, on the one
hand, and the Holders of Notes and the Trustee, on the other hand (1) subject to
this Article VI, the maturity of the obligations guaranteed hereby may be
accelerated as and to the extent provided in the Indenture for the purposes of
this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (2) in the event of any acceleration of such obligations as provided in the
Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purpose of this Note Guarantee.
Neither the Trustee nor any other Person shall have any obligation to enforce or
exhaust any rights or remedies or to take any other steps under any security for
the Indenture Obligations or against the Company or any other Person or any
property of the Company or any other Person before the Trustee is entitled to
demand payment and performance by any or all Guarantors of their liabilities and
obligations under their respective Note Guarantees or under the Indenture.

                Until terminated in accordance with Section 603 of this
Supplemental Indenture, this Note Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the
Company's assets, and shall, to the fullest extent permitted by law, continue to
be effective or be reinstated, as the case may be, if at any time payment and
performance of the Notes are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on such
Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise,
all as though such payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced, restored or returned,
the Notes shall, to the fullest extent permitted by law, be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.

                (b) Each Guarantor that makes a payment or distribution under
this Note Guarantee shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under this Note Guarantee.

                (c) Notwithstanding any of the foregoing, each Guarantor's
liability under this Note Guarantee shall be limited to the maximum amount that
would not result in this Note Guarantee constituting a fraudulent conveyance or
fraudulent transfer under applicable law.

                (d) Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Indenture
and that its Note Guarantee, and the waiver set forth in Section 604 of this
Supplemental Indenture, is knowingly made in contemplation of such benefits.



                                       17

SECTION 602. Additional Note Guarantors.

                Each Restricted Subsidiary that is required to become a Note
Guarantor pursuant to Section 503 of this Supplemental Indenture shall promptly
execute and deliver to the Trustee a supplemental indenture substantially in the
form set forth in Exhibit B to this Supplemental Indenture, evidencing its Note
Guarantee on substantially the terms set forth in this Article VI. Concurrently
therewith, the Company shall deliver to the Trustee an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Restricted Subsidiary and that, subject to the applicable bankruptcy,
insolvency, fraudulent transfer, fraudulent conveyance, reorganization,
moratorium and other laws now or hereafter in effect affecting creditors' rights
or remedies generally and the general principles of equity, such supplemental
indenture is a valid and binding agreement of such Restricted Subsidiary,
enforceable against such Restricted Subsidiary in accordance with its terms.

SECTION 603. Release of a Note Guarantee.

                (a) Any Guarantor shall be automatically and unconditionally
released and discharged from all of its obligations under its Note Guarantee,
and such Note Guarantee shall terminate, at any such time that such Guarantor is
released and discharged from all of its obligations under all of its Guarantees
in respect of Bank Indebtedness, unless such release results from payment under
such Guarantee. Upon the delivery by the Company to the Trustee of an Officers'
Certificate and, if requested by the Trustee, an Opinion of Counsel to the
effect that the transaction giving rise to such release of such Note Guarantee
was made by the Company in accordance with the provisions of the Indenture and
the Notes, the Trustee shall execute any documents reasonably required in order
to evidence such release and discharge of such Guarantor from its obligations
under and termination of its Note Guarantee.

                (b) Upon the sale, exchange or transfer to any Person not an
Affiliate of the Company of all of the Capital Stock held by the Company and its
Subsidiaries in, or all or substantially all the assets of, a Guarantor (which
sale, exchange or transfer is not prohibited by the Indenture), such Guarantor
shall be automatically and unconditionally released and discharged from all its
obligations under its Note Guarantee, and such Note Guarantee shall terminate.
Upon such occurrence, the Trustee shall execute any documents reasonably
required in order to evidence such release, discharge and termination in respect
of such Note Guarantee.

                (c) Upon the release of any Guarantor from its Note Guarantee
pursuant to the provisions of the Indenture, each other Guarantor not so
released shall remain liable for the full amount of principal of, and premium,
if any, and interest on, the Notes as and to the extent provided in this Article
VI.

                (d) Each Note Guarantee shall terminate and cease to be of
further effect upon satisfaction and discharge of the Indenture in accordance
with Section 401 of the Base Indenture.

SECTION 604. Waiver of Subrogation.

                Each Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of the Company's obligations
under the Notes and the Indenture or



                                       18


such Guarantor's obligations under its Note Guarantee and the Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder of Notes against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
until the Indenture is discharged and all of the Notes are discharged and paid
in full. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount
shall have been deemed to have been paid to such Guarantor for the benefit of,
and held in trust for the benefit of, the Holders of the Notes of such series,
and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon such Notes, whether matured or unmatured, in
accordance with the terms of the Indenture.

SECTION 605. Reliance on Judicial Order or Certificate of Liquidating Agent
             Regarding Dissolution.

                Upon any payment or distribution of assets of any Guarantor
referred to in this Article VI, the Trustee, subject to the provisions of
Section 601 of the Base Indenture, and the Holders of Notes shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding-up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to such Holders, for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of other Indebtedness of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article VI.

SECTION 606. Article VI Applicable to Paying Agents.

                In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
`Trustee' as used in this Article VI shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article VI in addition to or in place of the Trustee.

SECTION 607. No Suspension of Remedies.

                Nothing contained in this Article VI shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of such Notes pursuant to the Indenture or to pursue any rights or
remedies hereunder or under applicable law.



                                       19


                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

SECTION 701. Supplemental Indentures with Consent of Holders.

                The terms of this Supplemental Indenture may be modified as set
forth in Article IX of the Base Indenture, provided that no supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby reduce the Redemption Price of any Note.

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 801. Sinking Funds.

                Article XII of the Base Indenture shall have no application. The
Notes shall not have the benefit of a sinking fund.

SECTION 802. Confirmation of Indenture.

                The Base Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed, and the Base Indenture, this Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.

SECTION 803. Counterparts.

                The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.

SECTION 804. Governing Law.

                THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF).



                                       20


                IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first written
above.

                                            BECKMAN COULTER, INC., as issuer


                                            By: /s/ JOHN P. WAREHAM
                                                --------------------------------
                                                Name: John P. Wareham
                                                Title: Chairman of the Board,
                                                       President, and
                                                       Chief Executive Officer

Attest:  /s/ WILLIAM H. MAY
        --------------------------------
        Name:  William H. May
        Title: Vice President,
               General Counsel,
               and Secretary



                                       21


                                            CITIBANK, N.A., as Trustee


                                            By:  /s/ DONNA MARIE WHITE
                                                --------------------------------
                                                Name: Donna Marie White
                                                Title: Assistant Vice President

Attest:  /s/ JENNY CHENG
        --------------------------------
        Name: Jenny Cheng
        Title: Vice President



                                       22


                                            COULTER CORPORATION, as Guarantor


                                            By: /s/ JOHN P. WAREHAM
                                                --------------------------------
                                                Name: John P. Wareham
                                                Title: Chairman of the Board

Attest:  /s/ WILLIAM H. MAY
        --------------------------------
        Name:  William H. May
        Title:    Secretary

                                            HYBRITECH INCORPORATED, as Guarantor


                                             By: /s/ JOHN P. WAREHAM
                                                --------------------------------
                                                Name: John P. Wareham
                                                Title: Chairman of the Board

Attest: /S/ William H. May
        --------------------------------
        Name: William H. May
        Title: Secretary



                                       23


                                    EXHIBIT A
                                  FORM OF NOTE

                THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                                      A-1


                              BECKMAN COULTER, INC.
                           6.875% Senior Note Due 2011

CUSIP No. 075811-AB-5                              $___________ Principal Amount
No. ____

Issue Date: _____________


                Beckman Coulter, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of __________ Dollars on November 15, 2011, and to pay interest
thereon from ______________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
May 15 and November 15 in each year, commencing May 15, 2002 at the rate of
6.875% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 1 or November 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

                Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in The
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

                Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.



                                      A-2


                IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

                Dated as of Date of Authentication:

                                            BECKMAN COULTER, INC.

                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

Attest:
       ---------------------------
       Name:
       Title:


CITIBANK, N.A., as Trustee, certifies that this is one of the Notes referred to
in the Indenture.

Dated:

By:
   -------------------------------
    Authorized Signatory



                                      A-3


The undersigned Guarantors each hereby agree, jointly and severally with all
other Guarantors and fully and unconditionally, to guarantee the Company's
obligations under the Indenture and the Notes on the terms and subject to the
conditions set forth in Article VI of the Supplemental Indenture.

                                            COULTER CORPORATION, as Guarantor


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

Attest:
       ---------------------------
       Name:
       Title:


                                            HYBRITECH INCORPORATED, as Guarantor


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

Attest:
       ---------------------------
       Name:
       Title:



                                      A-4


                This Note is one of a duly authorized issue of 6.875% Senior
Notes Due 2011 of the Company (herein called the "Notes"), issued under a Senior
Indenture, dated as of April 25, 2001 (herein called the "Base Indenture"), as
supplemented by the First Supplemental Indenture, dated as of November 19, 2001
(herein called the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), among the Company, as issuer, the Guarantors, as
guarantors, and Citibank, N.A., as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture and for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof, limited in aggregate principal amount to
$235,000,000, subject to increase as provided in the Indenture.

                This Note is entitled to the benefits of the certain senior Note
Guarantees of the Guarantors and may thereafter be entitled to certain other
senior Note Guarantees made for the benefit of the Holders. Reference is made to
Article VI of the Supplemental Indenture and to the Note Guarantees for terms
relating to such Note Guarantees.

                The Notes will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of such Notes or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes being
redeemed on that Redemption Date (not including any portion of any payments of
interest accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 35 basis points; plus, in each case, accrued and unpaid interest on
the Notes to the Redemption Date, all as provide in the Indenture.

                In the event of redemption of this Note in part only, a new Note
or Notes of this series and of like tenor for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

                The Notes will not be entitled to the benefit of a sinking fund.

                The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Note or certain restrictive covenants and
certain Events of Default with respect to this Note, in each case upon
compliance with certain conditions set forth in the Indenture.

                If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

                The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of at least a majority in principal
amount of the Notes at the time Outstanding of each series to be affected. The
Indenture also



                                      A-5


contains provisions permitting the Holders of specified percentages in principal
amount of the Notes of each series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

                As provided in and subject to the provisions of the Indenture,
the Holder of this Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

                The Notes are issuable only in registered form without coupons
in denominations of $1,000.00 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

                No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith

                Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



                                      A-6


                THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.)

                All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



                                      A-7


                                    EXHIBIT B

           FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE

                This Supplemental Indenture, dated as of __________ (this
"Supplemental Indenture"), among [name of New Guarantor] (the "New Guarantor"),
Beckman Coulter, Inc. (the "Company"), each other now existing Guarantor under,
and as defined in, the Indenture referred to below, and Citibank, N.A., as
trustee under the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

                WHEREAS, the Company and the Trustee have heretofore become
parties to a Senior Indenture, dated as of April 25, 2001 (the "Base
Indenture"), as supplemented by the First Supplemental Indenture, dated as of
November ___, 2001 (the "First Supplemental Indenture" and, together with the
Base Indenture and as amended, supplemented, waived or otherwise modified, the
"Indenture"), among the Company, as issuer, the now existing Guarantors, as
guarantors, and Citibank, N.A., as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), providing for the
issuance of $_____________ aggregate principal amount of the Company's 6.875%
Senior Notes Due 2011 (the "Notes");

                WHEREAS, Sections 503 and 602 of the First Supplemental
Indenture provide that under certain circumstances the Company is required to
cause the New Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which the New Guarantor shall guarantee the Company's
obligations under the Notes pursuant to a Note Guarantee on the terms and
conditions set forth herein and in Article VI of the First Supplemental
Indenture; and

                WHEREAS, pursuant to Section 901 of the Base Indenture, the
parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder;

                NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the other Guarantors and the Trustee mutually
covenant and agree for the benefit of the Holders of the Notes as follows:

                1.      Defined Terms. As used in this Supplemental Indenture,
                        terms defined in the Indenture or in the preamble or
                        recital hereto are used herein as therein defined. The
                        words "herein," "hereof" and "hereby" and other words of
                        similar import used in this Supplemental Indenture refer
                        to this Supplemental Indenture as a whole and not to any
                        particular section hereof.

                2.      Agreement to Guarantee. The New Guarantor hereby agrees,
                        jointly and severally with all other Guarantors and
                        fully and unconditionally, to guarantee the Company's
                        obligations under the Indenture and the Notes on the
                        terms and subject to the conditions set forth in Article
                        VI of the Supplemental Indenture



                                      B-1


                        and to be bound by all other applicable provisions of
                        the Indenture as a Guarantor.

                3.      Termination, Release and Discharge. The New Guarantor's
                        Note Guarantee shall terminate and be of no further
                        force or effect, and the New Guarantor shall be released
                        and discharged from all obligations in respect of such
                        Note Guarantee, as and when provided in Section 603 of
                        the First Supplemental Indenture.

                4.      Parties. Nothing in this Supplemental Indenture is
                        intended or shall be construed to give any Person, other
                        than the Holders and the Trustee, any legal or equitable
                        right, remedy or claim under or in respect of the New
                        Guarantor's Note Guarantee or any provision contained
                        herein or in Article Thirteen of the Indenture.

                5.      Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
                        GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                        THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
                        CONFLICT OF LAWS PRINCIPLES THEREOF).

                6.      Ratification of Indenture; Supplemental Indentures Part
                        of Indenture. Except as expressly amended hereby, the
                        Indenture is in all respects ratified and confirmed and
                        all the terms, conditions and provisions thereof shall
                        remain in full force and effect. This Supplemental
                        Indenture shall form a part of the Indenture for all
                        purposes, and every Holder of Notes heretofore or
                        hereafter authenticated and delivered shall be bound
                        hereby. The Trustee makes no representation or warranty
                        as to the validity or sufficiency of this Supplemental
                        Indenture.

                7.      Counterparts. The parties hereto may sign one or more
                        copies of this Supplemental Indenture in counterparts,
                        all of which together shall constitute one and the same
                        agreement.

                8.      Headings. The section headings herein are for
                        convenience of reference only and shall not be deemed to
                        alter or affect the meaning or interpretation of any
                        provisions hereof.




                                      B-2


                IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.

                                            [NAME OF NEW GUARANTOR],


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Address:


                                            BECKMAN COULTER INC.

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Address:

                                            [Add signature block for any other
                                             existing Guarantor]

                                            [TRUSTEE]

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Address:



                                      B-3

EX-21

                                   EXHIBIT 21.


                                  SUBSIDIARIES

The following table lists current subsidiaries of the Company whose results are
included in the Company's combined financial statements. The list of
subsidiaries does not include certain subsidiaries which, when considered in the
aggregate, do not constitute a significant subsidiary of the Company.



                                                    JURISDICTION
NAME OF COMPANY                                   OF INCORPORATION
- ---------------                                   ----------------
                                               
Beckman Coulter Canada Inc                        Canada
Beckman Coulter Eurocenter S.A                    Switzerland
Beckman Coulter France S.A                        France

Beckman Coulter G.m.b.H                           Germany
Beckman Coulter Holdings G.m.b.H                  Germany
Beckman Coulter Hong Kong Ltd                     Hong Kong

Beckman Coulter International S.A                 Switzerland
Beckman Coulter Ireland Inc                       Panama
Beckman Coulter K.K                               Japan

Beckman Coulter United Kingdom Ltd                England
Coulter Corporation                               Delaware

EX-23

                                                                      Exhibit 23

                          INDEPENDENT AUDITORS' CONSENT
                   AND REPORT ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors
Beckman Coulter, Inc.:

The audits referred to in our report dated January 25, 2002 included the related
financial statement schedule as of December 31, 2001, and for each of the years
in the three-year period ended December 31, 2001. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

We consent to incorporation by reference in the registration statements (No.
333-02317) on Form S-3 and (Nos. 333-24851, 333-37429, 33-31573, 33-41519,
33-51506, 33-66990, 33-66988, 333-69291, 333-59099, 333-69249, 333-69251,
333-72896 and 333-72892) on Form S-8 of Beckman Coulter, Inc. of our reports
dated January 25, 2002, relating to the consolidated balance sheets of Beckman
Coulter, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 2001, and the
related financial statement schedule, which reports appear in the December 31,
2001 annual, report on Form 10-K of Beckman Coulter, Inc.

KPMG LLP
Orange County, California
February 22, 2002

EX-99.1

                                                                    Exhibit 99.1

                      II. VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts (in millions)





                      Balance at          Additions                                                  Balance at
                     Beginning of        Charged to                                                    End of
                        Period        Cost and Expenses      Deductions             Other              Period
                     ------------     -----------------      ----------          -----------         ---------
                                                                                       
December 31, 2001      $   25.1            $1.9(a)           $ (7.0)(b)          $  (1.7)(d)         $   18.3
                       --------       -----------------      ----------          -----------         ---------
December 31, 2000          31.5             1.0(a)             (4.4)(b)             (1.0)(c)             25.1
                                                                                    (2.0)(d)
                       --------       -----------------      ----------          -----------         ---------
December 31, 1999          20.7            14.4(a)             (2.9)(b)             (0.7)(c)             31.5
                       --------       -----------------      ----------          -----------         ---------



(a)  Provision charged to earnings.
(b)  Accounts written-off.
(c)  Adjustments from translating at current exchange rates.
(d)  Adjustments to provision credited to income.