Final Prospectus Supplement filed pursuant to Rule 424(b)(2)

We are offering $250,000,000 aggregate principal amount of 6% Senior Notes due 2015, which will mature on June 1, 2015, and $250,000,000 aggregate principal amount of 7% Senior Notes due 2019, which will mature on June 1, 2019, and each such series of notes we refer to respectively as the 2015 notes and the 2019 notes and collectively as the notes.

We will pay interest semiannually on the notes on June 1 and December 1 of each year, beginning on December 1, 2009.

We may redeem some or all of the notes at any time at a redemption price that includes a make-whole premium, as described under the caption “Description of notes—Optional redemption” in this prospectus supplement. We must redeem all of the notes under the circumstances and at the redemption price described under the caption “Description of notes—Special mandatory redemption” in this prospectus supplement. If a change of control triggering event occurs, we will be required to make an offer to repurchase the notes in cash from the holders at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. See “Description of notes—Repurchase upon change of control triggering event” in this prospectus supplement.

The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and will rank senior in right of payment to any of our future indebtedness that is specifically subordinated to the notes. The notes will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the assets securing such indebtedness.

Investing in the notes involves risks. You should consider carefully the risk factors beginning on page S-11 of this prospectus supplement and the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, both of which are incorporated by reference in the prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

The underwriters named below expect to deliver the notes to purchasers in book-entry form through The Depository Trust Company and its participants, including for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, on or about May 21, 2009.

In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement is not an offer to sell nor a solicitation of an offer to buy any securities other than the notes referred to herein. We are not, and the underwriters are not, making any offer to sell and are not soliciting any offer to buy the notes in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information in this prospectus supplement, the accompanying prospectus, any free writing prospectus, as well as information we have previously filed with the Securities and Exchange Commission, which we refer to as the SEC, and incorporated by reference herein or therein, is accurate as of any date other than the date on the cover page of those documents. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus supplement is a supplement to the accompanying prospectus dated November 12, 2008, which also is a part of this document. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using its shelf registration rules. In this prospectus supplement, we provide you with specific information about the terms of this offering of notes. Both this prospectus supplement and the accompanying prospectus include important information about us, the notes and other information you should know before investing in the notes. This prospectus supplement also adds to, updates and changes some of the information contained in the accompanying prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus or any previously filed documents incorporated by reference, the statements made in the accompanying prospectus or any previously filed documents incorporated by reference are deemed modified or superseded by the statements made in this prospectus supplement. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as the information contained in any document incorporated by reference, is accurate as of the date of each such document only, unless the information specifically indicates that another date applies. See “Documents incorporated by reference.”

In this prospectus supplement, we use the terms “Beckman Coulter,” “we,” “our” and “us” to refer to Beckman Coulter, Inc., a Delaware corporation, and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein contain, or will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements reflect our current views with respect to future events and can also be identified by words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” “plans,” “should,” “likely,” or the negative thereof or comparable terminology, and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, statements regarding the anticipated closing of our pending acquisition of the diagnostic systems business of Olympus Corporation, the expected effect of the acquisition on our financial results and its role in advancing our business. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond our control, including antitrust and other governmental approvals, and certain other customary conditions of our pending acquisition. Among other things, these factors include the risk that the acquisition will not be completed, the possibility that we will not be able to obtain the leverage across the companies’ installed base that is anticipated, that anticipated changes to infrastructure will not be realized or will cost more than anticipated, that currency rates will fluctuate and that our financial results will be different from those anticipated or those achieved by the diagnostic systems business while owned by Olympus Corporation. Forward-looking statements involve certain risks and uncertainties, and our actual results may differ materially from those discussed in any forward-looking statement. Factors that could cause

results to differ include, but are not limited to, those discussed under the heading “Risk factors” in this prospectus supplement and in our latest Form 10-K and Form 10-Q incorporated by reference in the prospectus supplement and the accompanying prospectus, and other risks we identify in documents we file with the SEC that are incorporated by reference in the accompanying prospectus. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Offering summary

This summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Because it is a summary, it does not contain all of the information that you should consider before investing in our securities. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully, including the section entitled “Risk factors” and the financial statements and related notes to those financial statements incorporated herein and therein by reference.

Beckman Coulter

From complex DNA sequencing in pioneering research laboratories and high-volume laboratory testing in hospitals to simple single-use diagnostic screening kits used in physicians’ offices, Beckman Coulter is the world’s largest company devoted solely to biomedical testing. Tracing our origins to 1935, we are a leading manufacturer and marketer of biomedical testing instrument systems, tests and supplies that simplify, automate and innovate complex laboratory processes.

Our principal executive office is located at 4300 N. Harbor Blvd., Fullerton, California 92835. Our mailing address is Beckman Coulter, Inc., P.O. Box 3100, Fullerton, CA 92834-3100. The telephone number is (714) 871-4848. We maintain an internet site at www.beckmancoulter.com. Information contained on our internet site is not incorporated by reference into this prospectus supplement, and you should not consider that information to be a part of this prospectus supplement.

Acquisition of Olympus Diagnostic Systems Business

We entered into a master purchase agreement with Olympus Corporation, which we also refer to as Olympus, dated as of February 27, 2009, to acquire the diagnostic systems portion of Olympus Corporation’s life science business (the “Diagnostic Systems Business”) for ¥77.45 billion (the “Acquisition”). Olympus Corporation is a Tokyo-headquartered precision technology company that creates opto-digital solutions in healthcare, life science and consumer electronic products. The Diagnostic Systems Business encompasses the development, manufacturing, marketing, sale, distribution and use of clinical chemistry and immunoassay analyzers, blood transfusion testing systems, and the chemical reagents and other consumables used with them, and related laboratory automation equipment, for in vitro diagnostic testing of samples from humans and animals.

We will pay for the Acquisition through (i) a minimum cash payment of ¥47.5 billion (approximately U.S. $480 million based on currency exchange rates as of March 31, 2009) and (ii) up to ¥29.95 billion (approximately U.S. $300 million based on currency exchange rates as of March 31, 2009) (the “Stock Purchase Price”) in either cash or common stock, at our option (with any such cash in lieu of stock subject to an approximately 5% discount on the Stock Purchase Price). If and to the extent common stock were to be issued to Olympus, the cash portion of the Stock Purchase Price would be adjusted, as needed, so as to cause Olympus to own less than 14.9% of our outstanding capital stock immediately after the closing. The purchase price is subject to adjustment based on a comparison of estimated net assets at closing to a target amount of net assets as well as a reduction for net debt remaining at the closing. We currently

expect, however, to finance the purchase price with a combination of the proceeds from this offering and, subject to market conditions, an offering of common stock of approximately U.S. $250 million, with the remaining balance being paid from cash on hand.

On February 27, 2009, we entered into forward contracts with Bank of America, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Morgan Stanley Capital Services Inc., The Royal Bank of Scotland and Scotia Capital covering the full amount of the purchase price to hedge the risk of changes in the exchange rate of the Japanese Yen versus the U.S. Dollar between the signing and closing of the Acquisition. Based on the current financing plan and expectation of delivering 100% of the Acquisition consideration in cash, the total purchase price will be reduced to ¥76 billion. The forward contracts transactions effectively fixed the U.S. Dollar cost of the purchase price at U.S. $780 million.

The master purchase agreement contemplates that Olympus Corporation will spin-off the Diagnostic Systems Business assets in Germany, France and Japan into newly formed entities in each respective jurisdiction and that we will acquire the capital stock of each newly formed entity. Additionally, we will purchase assets related to the Diagnostic Systems Business from various subsidiaries and affiliates of Olympus Corporation, which are located in approximately twenty other countries.

The obligations of Beckman Coulter and Olympus to complete the Acquisition are subject to certain closing conditions, including the expiration of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), and receipt of applicable non-U.S. antitrust approvals. We were granted early termination of the HSR waiting period on May 8, 2009. The parties are preparing and reviewing disclosure schedules associated with the master purchase agreement and until the disclosure schedules are accepted, either party may terminate the master purchase agreement with no further obligation to the other party. In addition, the transaction is subject to the negotiation of certain ancillary agreements and transition arrangements as well as other customary conditions. Assuming the conditions to closing have been satisfied, the transaction is expected to close in the third quarter of 2009.

The consummation of the Acquisition is subject to customary termination rights. In addition, we may be required to pay Olympus a termination fee of ¥2.5 billion (approximately U.S. $25 million based on currency exchange rates as of March 31, 2009) under certain circumstances set forth in the master purchase agreement.

The foregoing description of the master purchase agreement is qualified in its entirety by reference to the full text of the master purchase agreement, which is attached as Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 7, 2009 and incorporated by reference in the accompanying prospectus.

The selected revenue and expense data of the Diagnostic Systems Business below sets forth certain unaudited financial information related to the Diagnostic Systems Business of Olympus Corporation. Olympus Corporation compiled this unaudited financial data for the Diagnostic Systems Business for Olympus’ fiscal year ended March 31, 2008, and for the nine months ended December 31, 2008 and 2007. This financial information has been converted from Japanese Yen to U.S. Dollars for purposes of the following presentation only, and we used an assumed average exchange rate for purposes of translating Japanese Yen into U.S. Dollars based upon average rates for the respective periods as follows:


	¥/$	$/¥
Year ended March 31, 2008	0.008700	114.94
Nine months ended December 31, 2008	0.009689	103.21
Nine months ended December 31, 2007	0.008530	117.23
As of December 31, 2008	0.01108	90.26

The U.S. Dollar equivalent information presented below is provided solely for the convenience of investors and should not be construed as implying that the Japanese Yen amounts represent, or could have been converted into, U.S. Dollars at such rates or at any other rate. The Diagnostic Systems Business has not been operated by Olympus Corporation as a stand alone business and is not a separate entity, subsidiary or division of Olympus Corporation and the following financial information has not been audited.

The unaudited financial information set forth in the table below was compiled by Olympus Corporation after applying different accounting standards to the financial results derived from the operations of the Diagnostic Systems Business in various regions. In particular:

• accounting principles generally accepted in Japan, which we refer to as Japanese GAAP, were applied to the financial results of the Diagnostic Systems Business operations in Japan;

• accounting principles generally accepted in Germany, which we refer to as German GAAP, were applied to the financial results of the Diagnostic Systems Business operations in the European region prior to April 1, 2008;

• International Financial Reporting Standards, which we refer to as IFRS, were applied to financial results of the Diagnostic Systems Business operations in the European region after April 1, 2008, except that research and development costs were not capitalized under IFRS since Japanese GAAP does not allow such capitalization;

• accounting principles generally accepted in the United States, which we refer to as U.S. GAAP, were applied to the financial results of the Diagnostic Systems Business operations in the Americas region (United States and Latin America); and

• accounting principles generally accepted in Japan, which we refer to as Japanese GAAP, were applied to the consolidation of the Diagnostic Systems Business operations and net assets.

Net revenues by region as a percentage of total net revenues for each period are approximately:


Region
(unaudited)
Far East		20%
Americas		28-30%
European		50-52%

Japanese GAAP, German GAAP and IFRS vary in certain respects from U.S. GAAP, and such differences may have resulted in material differences to the unaudited financial information set forth in the table below had the same results been determined solely under U.S. GAAP. Japanese GAAP differs from U.S. GAAP with respect to such items as the timing of revenue recognition, particularly multiple element arrangements, leases, post-retirement employee benefits, accruals for compensated absences and depreciation. IFRS differs from U.S. GAAP with respect to such items as multiple element arrangements, as further described below. German GAAP also differs from U.S. GAAP with respect to such items as multiple element arrangements. The following is a description of the more significant differences between U.S. GAAP and the accounting principles applied in the following summary financial information. This description does not include all differences in accounting principles and additional differences may be identified when Olympus prepares financial statements for the Diagnostic Systems Business under U.S. GAAP.

Revenue recognition. A portion of the net revenues of the Diagnostic Systems Business for the periods shown in the table below relates to lease arrangements of instruments. Under U.S. GAAP, the accounting for arrangements involving multiple revenue-generating activities, such as the Diagnostic Systems Business instrument leases, are governed by FASB Statement No. 13, Accounting for Leases and Emerging Issues Task Force Issue 00-21, “Revenue Arrangements with Multiple Deliverables,” which we refer to as Statement 13 and EITF 00-21, respectively. EITF 00-21 requires that companies evaluate the multiple-element arrangement and allocate the arrangement consideration between the activities that are subject to Statement 13 and those that are not subject to Statement 13. Statement 13 provides guidance on the allocation of arrangement consideration to the activities that fall within its scope. For the activities that are not subject to Statement 13, EITF 00-21 provides the criteria for when and how an arrangement involving multiple deliverables should be divided into separate units of accounting. Under such arrangements, EITF 00-21 requires the allocation of revenue based on the relative fair values of the individual components.

Under Japanese GAAP, there is no comprehensive guidance for computing revenue resulting from multiple-element arrangements, which may result in revenue being recognized at different times than under U.S. GAAP. Under German GAAP, revenue must be recognized when the relevant contractually owed service has been provided, which differs from the treatment under EITF 00-21. Under German GAAP, Olympus did not separate a portion of the multiple element arrangement cost to allocate to financing leases. Under IFRS, when a transaction comprises multiple elements, as a general principle, each element is accounted for separately, but IFRS lacks detailed guidance that must be followed in making this assessment. IFRS is not as restrictive in terms of how to obtain sufficient evidence of fair value. For example, IFRS allows the use of cost plus a reasonable margin to determine fair value, which is typically not allowed for U.S. GAAP purposes. As a result of these various differences, the application of Japanese GAAP, German

GAAP and IFRS to the results of the Diagnostic Systems Business operations result in different net revenue amounts for the periods set forth in the table below than under U.S. GAAP.

Leases. Under Japanese GAAP prior to adoption of a new accounting standard effective on April 1, 2008, a lessee could choose not to record an asset and obligation on finance leases where ownership was not deemed to have transferred from the lessor to the lessee, but could account for the lease in a manner similar to an operating lease. Prior to the adoption of the new standard, Olympus’ policy was to account for finance leases in a manner similar to operating leases. The new standard applies prospectively to leases entered into after the effective date and requires a lessee to capitalize leases meeting the criteria of a finance lease. The change in accounting also affects the timing of expense recognition.

Post-retirement employee benefits. Under Japanese GAAP, the projected benefit obligation is computed using the straight line method, whereas under U.S. GAAP it is primarily computed based on a benefit formula. Also, Japanese GAAP requires unrecognized actuarial gains and losses to be amortized on a straight line basis over the average remaining service period. Under U.S. GAAP, in comparison, the corridor approach is used to amortize unrecognized actuarial gain or loss. The difference in amortization methods between Japanese GAAP and U.S. GAAP may result in different pension liability and expense amounts.

Accruals for compensated absences. Under Japanese GAAP, there are no provisions for accruals for compensated absences, such as those required under U.S. GAAP for vacation and severance accruals.

Depreciation. Under Japanese GAAP, Olympus depreciates its fixed assets using the declining balance method. The straight line depreciation method is more common under U.S. GAAP, resulting in a difference in timing of depreciation expense as compared to Japanese GAAP.

Selected Revenue and Expense Data of the Diagnostic Systems Business


	Year ended March 31,		Nine months ended December 31,(2)
(in millions) (unaudited)	2008		2008		2007
Operations Data:
Net revenues	$	458	$	378	$	326
Gross margin	$	241	$	201	$	171
Selling, general and administrative expenses(1)	$	181	$	144	$	132
Research and development expenses	$	33	$	25	$	25
Operating income	$	27	$	32	$	14

(1)

Selling, general and administrative (“SG&A”) expenses include depreciation related to operating type leases.

(2)

The increase in net revenues and gross margin for the nine months ended December 31, 2008 resulted from the translation to the U.S. Dollar using average rates that were higher during 2008 than the prior year nine month period and from increased sales. SG&A expenses as a percentage of sales were lower due to cost control efforts instituted by Olympus and customers’ continued use of leased assets that were fully depreciated.

As of December 31, 2008, the net assets of the Diagnostic Systems Business were approximately $215 million.

The foregoing financial information should not be relied on as indicative of the results of the Diagnostic Systems Business for the periods presented as if it were compiled in accordance with U.S. GAAP, nor should it be relied on as indicative of the results of the Diagnostic Systems Business for any future periods. In addition, future results of the Diagnostic Systems Business after consummation of the acquisition may differ materially from the foregoing as a result of a number of factors, including, among others, that costs incurred by the Diagnostic Systems Business may differ under our management than under management of Olympus, that anticipated changes to our infrastructure may not be realized or may cost more than anticipated, that the application of different accounting principles will result in material differences in financial results, and that currency rates may fluctuate. You should not rely on the foregoing information as indicative of the results we may achieve. For a more detailed description of the risks and uncertainties associated with the Acquisition, see “Risk factors—Risks related to the Diagnostic Systems Business acquisition.”

Amended and restated credit facility

In May 2009, we entered into an Amended and Restated Credit Agreement (the “Credit Facility”) and extended the maturity date of the Credit Facility to May 8, 2012. The Credit Facility provides us with a $350 million revolving line of credit, which may be increased in $50 million increments up to a maximum line of credit of $450 million, and includes a $50 million swing line sublimit. Interest on advances is determined using formulas specified in the agreement, generally an approximation of LIBOR plus a 2.25% to 2.875% margin with the precise margin determinable based on our long-term senior unsecured non-credit-enhanced debt rating, which as of May 15, 2009 would have been 2.5%. We also must pay a facility fee of between 0.25% and 0.625% per annum on the aggregate average daily amount of each lender’s commitment with the precise facility fee determinable based on our long-term senior unsecured non-credit-enhanced debt rating, which as of May 15, 2009 would have been 0.50%. As of May 15, 2009, no amounts were outstanding under the Credit Facility.

The offering

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all information that may be important to you. For a more detailed description of the notes, please refer to the section entitled “Description of notes” in this prospectus supplement and the section entitled “Description of Debt Securities” in the accompanying prospectus.

Issuer

Beckman Coulter, Inc.

Notes offered

$500 million aggregate principal amount of notes comprised of:

• $250 million aggregate principal amount of 6% Senior Notes due 2015; and

• $250 million aggregate principal amount of 7% Senior Notes due 2019.

Maturity

For the 2015 notes: June 1, 2015.

For the 2019 notes: June 1, 2019.

Interest rate

The notes will bear interest from May 21, 2009 at the rate of 6% per annum in the case of the 2015 notes and 7% per annum in the case of the 2019 notes, payable semiannually in arrears.

Interest payment dates

June 1 and December 1 of each year, beginning on December 1, 2009.

Ranking

The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with our existing and future senior unsecured indebtedness. The notes will rank senior in right of payment to any of our future indebtedness that is specifically subordinated to the notes. The notes will be effectively subordinated to all of our existing and future secured indebtedness.

Optional redemption

We may redeem some or all of the notes at any time at a redemption price that includes a make-whole premium, as described under “Description of notes—Optional redemption” in this prospectus supplement.

Special mandatory redemption

If we do not consummate the Acquisition on or prior to January 30, 2010, or the master purchase agreement related to the Acquisition is terminated at any time on or prior to such date, we must redeem the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date. See “Description of notes—Special mandatory redemption” in this prospectus supplement.

Repurchase upon change of control triggering event

Upon the occurrence of a “change of control triggering event,” as defined under “Description of notes—Repurchase upon change of control triggering event” in this prospectus supplement, we will be required to make an offer to repurchase the notes in cash at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

Certain covenants

The indenture governing the notes will contain certain covenants that will, among other things, limit our ability and our subsidiaries’ ability to create or incur certain liens and engage in sale and leaseback transactions. In addition, the indenture will limit our ability to consolidate with or merge into another person or convey, transfer or lease our properties and assets substantially as an entirety.

See “Description of notes—Certain covenants—Limitation on liens,” “—Limitation on sale and leaseback transactions” and “—Consolidation, merger and sale of assets” in this prospectus supplement.

Use of proceeds

We expect that we will receive net proceeds from this offering of approximately $493 million, after deducting the underwriting discounts and expenses related to this offering that are payable by us. We will use the net proceeds from this offering to fund a portion of the purchase price of the Acquisition. Pending the application of the proceeds for the Acquisition, we plan to invest the net proceeds in U.S. government obligations, bank deposits or in other secure, short-term investments. See “Use of Proceeds.”

Risk factors

Investing in the notes involves risks. You should consider carefully all of the information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. In particular, you should consider carefully the specific risks set forth in “Risk factors” beginning on page S-11 for a discussion of certain risks in making an investment in the notes.

Further issuances

We may issue additional notes of either series ranking equally with the notes of such series (in the same form and terms other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue and the issue price). Such notes will form a single series with the notes of that series issued under this prospectus supplement; provided, however, that such additional notes shall be fungible with the notes of that series issued under this prospectus supplement for U.S. federal income tax purposes.

Denominations

We will issue the notes in denominations of $2,000 and multiples of $1,000 thereafter.

Trustee

Wells Fargo Bank, National Association.

Governing law

State of New York.

No listing

We do not intend to list the notes on any securities exchange or to include them in any automated quotation system. The notes will be new securities for which there currently is no public market. See “Risk factors—Risks related to the notes—If an active trading market for the notes does not develop, you may not be able to resell them” in this prospectus supplement.

Summary financial data

The following tables set forth certain of our financial information. We derived the summary statement of earnings data for the fiscal years ended December 31, 2008, 2007 and 2006 from our audited consolidated financial statements incorporated by reference into this prospectus supplement. The data below reflect the adoption of FSP APB 14-1, effective January 1, 2009, on a retrospective basis, to account for interest on our convertible debt. We derived the summary statement of earnings data for the quarters ended March 31, 2009 and 2008, and the summary balance sheet data as of March 31, 2009 from our unaudited interim condensed consolidated financial statements incorporated by reference into this prospectus supplement. These summary financial data are qualified by reference to, and should be read in conjunction with, our historical financial statements, including notes thereto, which are incorporated by reference into this prospectus supplement. For further discussion of documents incorporated by reference into this prospectus supplement, see “Documents incorporated by reference.”


	Year ended December 31,						Quarter ended March 31,
(in millions, except per share data)	2008		2007		2006		2009		2008
Statement of Earnings Data:
Recurring revenue—supplies, service and lease payments	$2,402.6		$2,178.4		$1,946.9		$573.7		$579.3
Instrument sales	696.3		582.9		581.6		117.8		151.2

Total revenue	3,098.9		2,761.3		2,528.5		691.5		730.5

Cost of recurring revenue	1,095.7		964.5		868.5		268.3		270.5
Cost of instrument sales	575.2		505.0		464.6		104.1		131.2

Total cost of sales	1,670.9		1,469.5		1,333.1		372.4		401.7

Gross profit	1,428.0		1,291.8		1,195.4		319.1		328.8


Operating costs and expenses
Selling, general and administrative	823.0		731.1		687.6		193.2		203.6
Research and development	280.1		274.0		264.9		59.9		62.7
Environmental remediation	19.0		-		-		-		-
Restructuring and acquisition related costs	21.4		17.7		16.6		26.4		0.7
Litigation settlement	-		-		(35.0	)	-		-

Total operating costs and expenses	1,143.5		1,022.8		934.1		279.5		267.0

Operating income	284.5		269.0		261.3		39.6		61.8


Non-operating (income) expense
Interest income	(10.0	)	(14.4	)	(14.0	)	(1.3	)	(2.6	)
Interest expense	60.8		61.7		48.5		10.9		12.3
Debt extinguishment loss	-		-		7.7		-		-
Other, net	(4.9	)	(58.5	)	4.4		11.8		(1.3	)

Total non-operating expense (income)	45.9		(11.2	)	46.6		21.4		8.4

Earnings from continuing operations before income taxes	238.6		280.2		214.7		18.2		53.4
Income tax provision (benefit)	52.6		78.1		56.8		(2.4	)	12.5

Earnings from continuing operations	186.0		202.1		157.9		20.6		40.9
Earnings from discontinued operations, net of tax	-		1.6		28.7		-		-

Net earnings	$186.0		$203.7		$186.6		$20.6		$40.9


Basic earnings per share:
Continuing operations	$2.95		$3.23		$2.52		$0.32		$0.65
Discontinued operations	-		0.03		0.46		-		-

Basic earnings per share	$2.95		$3.26		$2.98		$0.32		$0.65


Diluted earnings per share:
Continuing operations	$2.89		$3.15		$2.47		$0.32		$0.63
Discontinued operations	-		0.03		0.45		-		-

Diluted earnings per share	$2.89		$3.18		$2.92		$0.32		$0.63


Weighted average number of shares outstanding (in thousands):
Basic	62,969		62,505		62,575		63,545		63,042
Diluted	64,348		64,066		63,971		64,122		64,498


	At March 31, 2009
(in millions)	Actual		As adjusted(1)

Balance sheet data:
Current assets	$	1,488.9	$	1,981.9
Working capital	$	856.4	$	1,349.4
Total assets	$	3,542.1	$	4,035.1
Long-term debt, less current maturities	$	820.3	$	1,313.3
Stockholders’ equity	$	1,486.4	$	1,486.4

(1)

Gives effect to the issuance of the notes and the anticipated use of the net proceeds immediately after the offering and before the payment of a portion of the purchase price for the Acquisition. See “Use of proceeds.”

Other data:

Ratio of earnings to fixed charges


Year ended December 31,					Quarter ended March 31,
2008	2007	2006	2005	2004	2009
3.6x	4.0x	3.6x	3.2x	5.5x	1.9x

We have computed the ratio of earnings to fixed charges by dividing earnings from continuing operations before income taxes and fixed charges by fixed charges. Fixed charges consist of interest expense, net of capitalized interest, capitalized interest, amortized premiums, discounts and capitalized expenses related to indebtedness and a portion of rent expense deemed representative of the interest factor.

Before making a decision to invest in our notes, you should carefully consider the risks described below in addition to the other information in this prospectus supplement and accompanying prospectus, including the documents incorporated by reference. The risks and uncertainties described below and in our reports on Form 10-K and Form 10-Q under the heading “Risk Factors” are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business and operations. If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected. In such case, you could lose all or part of your investment.

We face significant competition, and our failure to compete effectively could adversely affect our sales and results of operations.

We face significant competition from many domestic and international manufacturers, with many of these companies participating in one or more parts of each of our markets. Some of these competitors are divisions or subsidiaries of corporations with substantial resources. We also compete with several companies that offer reagents, supplies and service for laboratory instruments that are manufactured by us or others. Our sales and results of operations may be adversely affected by loss of market share through aggressive competition, the rate at which new products are introduced by us and our competitors and the extent to which new products displace existing technologies and competitive pricing especially in areas where currency has an effect.

We are subject to various federal, state, local and foreign regulations and compliance with these laws could cause us to incur substantial costs and adversely affect our results of operations.

Our products and operations are subject to a number of federal, state, local and foreign laws and regulations. A determination that our products or operations are not in compliance with these laws and regulations could subject us to civil and criminal penalties, prevent us from manufacturing or selling certain of our products and cause us to incur substantial costs in order to be in compliance. In addition, changes to existing laws or regulations, changes in interpretation of these laws and regulations or the adoption of new laws or regulations, including the effect of potential health care reforms, also could prevent us from manufacturing or selling our products, reduce funding for government and academic research and cause us to incur substantial compliance costs. The passage of potential health care reforms, changes in tax laws and their interpretation in the United States and other countries, the effect of taxes and changes in tax policy also may adversely affect our results of operations.

We must continue to market and improve existing products and develop new products that meet customer needs and expectations or our business and results of operations will be adversely impacted.

Our ability to continue to grow depends on our success in continuing to market and improve our existing products and develop new products that meet customer needs and expectations. Improving existing products and developing new products requires us to successfully integrate hardware, software and chemistry components. Consequently, the expected introductions of new

products may be impacted by factors such as complexity and uncertainty in the development of new high-technology products and availability of qualified engineers, programmers and other key personnel. The viability of supply partners also may impact new product introductions for products we distribute. In addition, our ability to introduce new products and to continue marketing existing products may be affected by patents and other intellectual property rights of others, our ability to protect our intellectual property from others, the acquisition and integration of other companies and intellectual property and our ability to obtain regulatory approvals, including delays in obtaining any government marketing authorizations necessary to market the products, particularly with respect to clinical diagnostics products. Factors affecting the introduction of molecular diagnostic products include the inability to develop clinical diagnostic tests based on new technologies, a determination that the tests do not provide sufficient precision and accuracy, identification of additional necessary intellectual property rights, failure to establish the clinical utility of these tests during clinical studies and delays resulting from the timing and scope of regulatory agency reviews.

Our business could be adversely affected if we do not prevail in present or future third party intellectual property litigation adverse to our products or if our patents or other intellectual property rights are challenged, invalidated, circumvented or expire.

We cannot assure you that our products will be free of intellectual property rights of others or that a court will not find such products to infringe third party rights. Patent disputes are frequent, costly and may preclude or delay product commercialization. We may have to pay significant licensing fees to obtain access to third party intellectual property rights to make and sell current products or to introduce new products and cannot guarantee that such licenses will be available on terms acceptable to us, or at all. We also cannot assure you that our issued patents will include claims sufficiently broad to prevent competitors from developing competing products or that pending patent applications will result in issued patents. Obtaining and maintaining patents is an iterative process with patent offices worldwide. Our patents may not protect us against competitors with similar products or technologies, because competing products or technologies may not infringe our patents. The enforcement of our issued patents requires the filing and prosecution of legal actions in countries around the world, and we cannot assure you that we will prevail in such actions.

We rely on certain suppliers and manufacturers for raw materials and other products, and fluctuations in the availability and price of such products and services may interfere with our ability to meet our customers’ needs.

Difficulty in obtaining raw materials and components for our products, especially in the rapidly evolving electronic components market, could affect our ability to achieve anticipated production levels. For some of our products we are dependent on a small number of suppliers of finished products and of critical raw materials and components and our ability to obtain, enter into and maintain contracts with these suppliers. We cannot assure you that we will be able to obtain, enter into or maintain all such contracts in the future. On occasion, we have been forced to redesign portions of products when a supplier of critical raw materials or components terminated its contract or no longer made the materials or components available. If we are unable to achieve anticipated production levels and meet our customers’ needs, our operating results could be adversely affected. In addition, our results of operations may be significantly impacted by unanticipated increases in the costs of labor, raw materials, freight, utilities and other items needed to develop, manufacture and maintain our products and operate our business. Suppliers also may deliver components or materials that do not meet specifications

preventing us from manufacturing products that meet our design specifications or customer requirements.

Consolidation of our customer base and the formation of group purchasing organizations could adversely affect our sales and results of operations.

Consolidation among health care providers and the formation of buying groups has put pressure on pricing and sales of our products, and in some instances, required payment of fees to group purchasing organizations. Our success in these areas depends partly on our ability to enter into contracts with integrated health networks and group purchasing organizations. If we are unable to enter into contracts with these group purchasing organizations and integrated health networks on terms acceptable to us, our sales and results of operations may be adversely affected. Even if we are able to enter into these contracts, they may be on terms that negatively affect our current or future profitability.

Reductions in government funding to our customers could negatively impact our sales and results of operations.

Many of our customers rely on government funding and on prompt and full reimbursement by Medicare and equivalent programs outside of the United States. In addition, our sales are affected by factors such as:

• the level of government funding for clinical testing, biomedical research, bioterrorism, forensics, and food safety;

A reduction in the amount or types of government funding or reimbursement that affect our customers, as well as the unavailability of capital to our clinical diagnostics and biomedical research customers, could have a negative impact on our sales. Global economic uncertainty can result in lower levels of government funding or reimbursement.

Our international operations expose us to foreign currency exchange fluctuations.

We operate a substantial portion of our business outside of the United States and are therefore exposed to fluctuations in the exchange rate between the U.S. Dollar and the currencies in which our foreign subsidiaries and dealers receive revenue and pay expenses. With a strengthening U.S. Dollar, this exposure includes a negative impact on margins on sales of our products in foreign countries that are manufactured in the United States. We may enter into currency hedging arrangements in an effort to stabilize certain of these fluctuations. There are certain costs associated with these currency hedging arrangements, and we cannot be certain that such arrangements will have the full intended effect. Our currency exposures may not be hedged exposing us to losses on our assets and cash flows denominated in these currencies. Our dealers may experience slower payment terms from their customers or have trouble paying for the purchases due to a stronger U.S. Dollar. Further, we are exposed to counter party risks in the event that our counterparties do not perform in accordance with the contract terms.

Global market, economic and political conditions and natural disasters may adversely affect our operations and performance.

Our operations and performance depend significantly on worldwide market economic and political conditions and their impact on levels of certain customer spending, which may

deteriorate significantly in many countries and regions, including without limitation the United States, particularly in light of the current worldwide market disruptions and economic downturn, and may remain depressed for the foreseeable future. For example, global political conditions and general economic conditions in foreign countries in which we do significant business, such as France, Germany, India, Japan and China, could have a negative impact on our sales. These disruptions could adversely affect our customer’s ability to pay for products or purchase additional products. These conditions also may adversely affect our suppliers, which could cause disruptions in our ability to produce our products. In addition, economic and market volatility and disruption, such as the current worldwide market disruptions and economic downturn, may adversely affect the cost and availability of credit. Concern about market stability and counterparty strength may lead lenders and institutional investors to reduce or cease to provide funding to borrowers. Natural disasters, such as hurricanes and earthquakes, could adversely affect our customers and our ability to manufacture and deliver products. Any of these market, economic, political or natural disaster factors could have a material adverse effect on demand for our products, our ability to manufacture, support and distribute products, our financial condition and operating results, and the terms of equity and debt capital and our ability to issue them.

Costs associated with our supply chain initiatives will affect earnings and results of operations.

We have announced several relocation plans, including our plan to vacate our Fullerton, California facility and consolidate those operations to other facilities. In connection with this consolidation and the related closure of our Fullerton, California site, we have initiated environmental studies of the Fullerton facility and could incur substantial costs in addition to those already estimated and recorded depending upon determination of the remediation requirements. We may experience difficulties, delays or unexpected costs and not achieve anticipated cost savings from our relocation and consolidation plans. The scope and timing of the relocations and related charges and savings will impact our earnings and results of operations.

We are subject to various income tax risks and regulations throughout the world.

By conducting business in the United States and many other countries, we must continually interpret, and then comply with, the income tax rules and regulations in these countries. Different interpretations of income tax rules and regulations as applied to our facts by us and applicable tax authorities throughout the world could result, either historically or prospectively, in adverse impacts to our worldwide effective income tax rates and income tax liabilities. Other factors that could impact our worldwide effective tax rates and income tax liabilities are:

• the amount of taxable income in the various countries in which we conduct business;

• adoption of new types of taxes such as consumption, sales and value added taxes.

Our investment in marketable securities is significant and is subject to market, interest rate and credit risk that may reduce its value.

Within the pension plan assets, we maintain a significant portfolio of marketable securities as well as other assets subject to market fluctuations. Our earnings and stockholder’s equity could

be adversely affected by changes in the value of this portfolio. In particular, the value of our investments may be adversely affected by general economic conditions, changes in interest rates, downgrades in the corporate bonds included in the portfolio and other factors. Each of these events may cause us to reduce the carrying value of our investment portfolio and may result in higher pension expense or our pension plans being under funded.

Acquisitions and divestitures pose financial and other risks and challenges.

We routinely explore acquiring other businesses and assets that would fit strategically. From time to time, we also may consider disposing of certain assets, subsidiaries or lines of business that are less of a strategic fit within our portfolio. Potential acquisitions or divestitures present financial, managerial and operational challenges, including diversion of management attention, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities, indemnities and potential disputes with the buyers or sellers. There can be no assurance that we will engage in any acquisitions or divestitures or that we will be able to do so on terms that will result in any expected benefits. Acquisitions financed with borrowings could put financial stress on our earnings resulting in materially higher interest rates.

If we do not achieve the contemplated benefits of our pending acquisition of the Diagnostic Systems Business, our business and financial condition may be materially impaired.

If we consummate the Diagnostic Systems Business acquisition, it will increase the size of our company and expand the geographic areas in which we operate. We cannot assure you that we will achieve the desired benefits from the Diagnostic Systems Business acquisition. In addition, the consummation of the Diagnostic Systems Business acquisition is subject to certain closing conditions, such as receipt of applicable non-U.S. antitrust approvals. While we intend to consummate the Diagnostic Systems Business acquisition as soon as practicable after such approvals are obtained, there can be no assurance that we will obtain such approvals or satisfy the other conditions to consummation of the acquisition on schedule or at all. If we do not complete the Diagnostic Systems Business acquisition, we may be required to pay a termination fee of approximately $25 million to Olympus Corporation.

Our acquisition of the Diagnostic Systems Business involves the integration of the Diagnostic Systems Business with our Clinical Diagnostics business. If we cannot successfully integrate the Diagnostic Systems Business operations with our Clinical Diagnostics business, we may experience material negative consequences to our business, financial condition or results of operations. The integration of the two businesses that have previously operated separately will be a costly and time-consuming process that will involve a number of risks, including, but not limited to:

• diversion of senior management’s attention from the management of daily operations to the integration of operations;

• demands on the management of our Clinical Diagnostics business related to the increase in the size and scope of the distribution business for which they are responsible;

• difficulties in the assimilation of different corporate cultures, practices and sales and distribution methodologies, as well as in the assimilation and retention of geographically dispersed operations and personnel;

• the potential loss of key personnel who choose not to join the combined business;

• the potential loss of key customers who choose not to do business with the combined business;

• difficulties in implementing information technology to support the entire combined business;

• larger foreign operations and increased exposure to risks relating to business operations outside the United States;

• difficulties and unanticipated expenses related to the integration of facilities, departments, systems, including accounting systems, computer and other technologies, books and records and procedures, as well as in maintaining uniform standards, including internal accounting controls, procedures and policies;

• difficulties in obtaining the leverage across the companies’ installed base that is anticipated, which could offset any such savings and other synergies resulting from the Diagnostic Systems Business acquisition;

• difficulties in implementing anticipated changes to infrastructure, which could offset any such savings and other synergies resulting from the Diagnostic Systems Business acquisition;

• fluctuations in foreign currency rates, which could cause the operating results of the Diagnostic Systems Business and any such savings or other synergies we expect from the acquisition to fail to meet our current expectations;

• costs and expenses associated with any undisclosed or potential liabilities; and

• the use of cash resources and increased capital expenditures on integration and implementation activities in excess of our current expectations, which could offset any such savings and other synergies resulting from the Diagnostic Systems Business acquisition.

Even if we are able to successfully integrate the operations of the Diagnostic Systems Business, we may not be able to realize the cost savings, synergies and growth that we anticipate from the integration in the time frame that we currently expect, and the costs of achieving these benefits may be higher than what we currently expect.

The Diagnostic Systems Business operations are subject to their own risks, which we may not be able to manage successfully. There may be additional risks resulting from the Diagnostic Systems Business acquisition that are not presently known to us which could adversely affect us.

The results of operations of the Diagnostic Systems Business are subject to many of the same risks that affect our financial condition and results of operations and, more specifically, those of our Clinical Diagnostics business. There may be additional risks resulting from the Diagnostic Systems Business acquisition that are not presently known to us. Any discovery of adverse information concerning the Diagnostic Systems Business after the closing of the acquisition could be material and, in many cases, we would have limited rights of recovery. The indemnification provided in the master purchase agreement may not be sufficient to protect us from, or compensate us for, all losses resulting from the acquisition or the Diagnostic Systems Business’s prior operations. For example, under the terms of the master purchase agreement, indemnification is limited to certain subject matters and the maximum aggregate amount of such losses for which Olympus

will indemnify us is, subject to certain exceptions, limited to 12.5% of the purchase price of the Diagnostic Systems Business. A material loss associated with the Diagnostic Systems Business acquisition for which there is not adequate indemnification could negatively affect our results of operations, our financial condition and our reputation in the industry and reduce the anticipated benefits of the acquisition.

The notes will not be secured by any of our assets and are subject to prior claims of any of our future secured creditors.

The notes are our unsecured obligations, ranking equally with our other senior unsecured indebtedness but below any secured indebtedness to the extent of the value of the assets securing such indebtedness. The indenture governing the notes permits us and our subsidiaries to incur secured debt under specified circumstances without equally and ratably securing the notes. Any claims of future secured lenders with respect to assets securing their loans will be prior to any claim of the holders of these notes with respect to those assets. In addition, the notes will not be guaranteed by any of our subsidiaries and therefore will be effectively subordinated to the debt and other liabilities of all our subsidiaries.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of any secured indebtedness before any payment could be made on the notes. To the extent that such assets cannot satisfy in full our secured debt, the holders of such debt would have a claim for any shortfall that would rank equally in right of payment with the notes. In that case, we may not have sufficient assets remaining to pay amounts due on any or all of the notes.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

At March 31, 2009, we had approximately $838.4 million of outstanding indebtedness on a consolidated basis. Our ability to make scheduled payments of principal of, or to pay the interest or premium, if any, on, or to refinance, our indebtedness (including the notes), or to fund capital expenditures, acquisitions and other strategic initiatives will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available under our revolving credit facility or otherwise in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs.

Negative covenants in the indenture offer only limited protection to holders of the notes.

The indenture governing the notes will contain certain negative covenants that apply to us and certain of our subsidiaries. However, the indenture does not:

• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

• restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities ranking junior to the notes.

In addition, the limitation on liens covenant in the indenture contains exceptions that will allow us and our subsidiaries to create, grant or incur liens or security interests to secure a certain amount of indebtedness and a variety of other obligations without equally and ratably securing the notes. See “Description of notes—Certain covenants—Limitation on liens” in this prospectus supplement for a description of this covenant and related definitions. In light of these exceptions, holders of the notes may be effectively subordinated to new lenders.

Changes in our credit ratings may adversely affect the value of the notes.

The notes are expected to be rated Baa3 by Moody’s Investors Service (“Moody’s”), BBB by Standard & Poor’s Ratings Services (“S&P”) and BBB by Fitch, Inc. (“Fitch”), in each case with a stable outlook. Agency credit ratings are not a recommendation to buy, sell or hold any security. Such ratings are limited in scope and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. We cannot assure you that these credit ratings will remain in effect for any given period of time. Such ratings could be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances warrant such action. Any deterioration of the credit ratings assigned to the notes or to our credit ratings in general could impact adversely the trading prices of, and the liquidity of the market for, the notes and could also affect adversely our borrowing cost, limit our access to the capital markets or result in more restrictive covenants in indentures or other loan agreements governing the terms of any future indebtedness that we may incur.

If we do not complete the Acquisition within the timeframe set out in the indenture governing the notes, we will be required to redeem the notes and as a result you may not obtain your expected return on the notes.

We may not be able to consummate the Acquisition within the timeframe specified under “Description of notes—Special mandatory redemption.” Our ability to consummate the Acquisition is subject to various closing conditions, including foreign regulatory approvals, assignment of material registrations, licenses and approvals and receipt of consents to the assignment of certain material agreements, many of which are beyond our control. If we are not able to consummate the Acquisition within the timeframe specified under “Description of notes—Special mandatory redemption,” we will be required to redeem all notes at a redemption price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may not, however, have sufficient financial resources available to satisfy our obligations to repurchase the notes. In addition, even if we are able to redeem the notes pursuant to a mandatory redemption, you may not obtain your expected return on the notes. Your decision to invest in the notes is made at the time of the offering of the notes. Changes in our business or financial condition, or the terms of the Acquisition, between the closing of this notes offering and the closing of the Acquisition will have no effect on your rights as a purchaser of the notes.

We may not be able to repurchase the notes upon a change of control triggering event.

Upon the occurrence of a change of control triggering event (as defined in “Description of notes”), each holder of notes will have the right to require us to repurchase all or any part of

such holder’s notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. If we experience a change of control triggering event, we cannot assure you that we would have sufficient financial resources available to satisfy our obligations to repurchase the notes. Our failure to repurchase the notes as required under the indenture governing the notes would result in a default under the indenture, which could result in defaults under our other debt agreements and have material adverse consequences for us and the holders of the notes. See “Description of notes—Repurchase upon change of control triggering event.”

The terms of the indenture and the notes provide only limited protection against significant corporate events that could affect adversely your investment in the notes.

While the indenture and the notes contain terms intended to provide protection to holders upon the occurrence of certain events involving significant corporate transactions or our creditworthiness, these terms are limited and may not be sufficient to protect your investment in the notes. As described under “Description of notes—Repurchase upon change of control triggering event,” upon the occurrence of a change of control triggering event, holders are entitled to require us to repurchase their notes at 101% of their principal amount. However, the definition of the term “change of control triggering event” is limited and does not cover a variety of transactions (such as acquisitions by us or recapitalizations) that could negatively affect the value of your notes. If we were to enter into a significant corporate transaction that would negatively affect the value of the notes, but that would not constitute a change of control triggering event, you would have no right to require us to repurchase the notes prior to their maturity, which also would adversely affect your investment.

If an active trading market for the notes does not develop, you may not be able to resell them.

The notes are a new issue of securities for which there currently is no trading market. As a result, we cannot provide any assurances that a trading market for the notes will ever develop or be maintained. Further, we can make no assurances as to the liquidity of any market that may develop for the notes, your ability to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the condition of the industry in which we operate generally, the then-current ratings assigned to the notes and the market for similar securities. Accordingly, you may be required to bear the financial risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or quotation of the notes on any securities exchange or automated quotation system, respectively.

We expect that we will receive net proceeds from this offering of approximately $493 million, after deducting the underwriting discounts and expenses related to this offering that are payable by us. We will use the net proceeds from this offering to fund a portion of the purchase price of our acquisition of the diagnostic systems portion of Olympus Corporation’s life science business. Pending the application of the proceeds for this acquisition, we plan to invest the net proceeds in U.S. government obligations, bank deposits or in other secure, short-term investments.

• on an as adjusted basis to reflect the issuance and the sale of the notes offered hereby.

This table should be read in conjunction with “Use of proceeds,” “Offering summary—Summary financial data” and Beckman Coulter’s financial statements and related notes incorporated by reference into this prospectus supplement.

The 2015 notes and 2019 notes constitute separate series of debt securities as defined in the accompanying prospectus. The following description of the particular terms of the notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of debt securities under the heading “Description of Debt Securities” in the accompanying prospectus.

The notes will be issued under an indenture, dated as of April 25, 2001, between the Company and Wells Fargo Bank, National Association, as successor trustee (the “Base Indenture”) and a supplemental indenture to be dated as of the date the notes are issued. The supplemental indenture and the Base Indenture are herein referred to collectively as the “Indenture.” The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. A copy of the Indenture is available for inspection at the office of the trustee.

The following summary of certain provisions of the Indenture is not complete and is qualified in its entirety by reference to the Indenture. We urge you to read the Indenture and the notes because they, and not this description, define your rights as holders of these notes. You may request copies of these agreements at the Company’s address set forth in the section entitled “Documents incorporated by reference.”

As used in this “Description of notes,” the terms “Beckman Coulter,” “the Company,” “we,” “our,” “us” and other similar references refer only to Beckman Coulter, Inc. and not to any of the subsidiaries of Beckman Coulter, Inc. The definitions of certain capitalized terms used in the following summary are set forth below.

The 2015 notes initially will be limited to $250 million aggregate principal amount and the 2019 notes initially will be limited to $250 million aggregate principal amount. The notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on June 1, 2015, in the case of the 2015 notes and June 1, 2019, in the case of the 2019 notes.

The notes will bear interest from May 21, 2009, or from the most recent date to which interest has been paid or duly provided for, at the rate of 6% per annum in the case of the 2015 notes and 7% per annum in the case of the 2019 notes. Interest will be payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2009. Interest on the notes will be paid to holders of record at the close of business on May 15 or November 15, immediately before the applicable interest payment date. The amount of interest payable on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The notes will be issued only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

If any interest payment date or the maturity date of the notes is not a business day, then the related payment of interest or principal payable, as applicable, on such date will be paid on the next succeeding business day with the same force and effect as if made on such interest payment date or maturity date and no further interest will accrue as a result of such delay.

We may, from time to time, at our discretion repurchase the notes in open market purchases or negotiated transactions or otherwise without prior notice to holders.

The registered holder of a note will be treated as the owner of it for all purposes.

The notes will be our senior unsecured obligations and will rank equally with our other existing and future senior unsecured obligations.

The notes will be effectively subordinated to any secured obligations of ours to the extent of the value of the assets securing such obligations. The Indenture limits the amount of secured indebtedness that we or our subsidiaries may incur pursuant to the covenant described below in “—Certain covenants—Limitation on liens.” This covenant is subject to important exceptions described below.

We conduct many of our operations through subsidiaries, which generate a significant portion of our cash flow. As a result, distributions from our subsidiaries are funds we use to meet our debt service and other obligations. Contractual provisions, laws or regulations, as well as any subsidiary’s financial condition and operating requirements, may limit our ability to obtain cash required to service our debt obligations, including making payments on the notes.

Our subsidiaries will not guarantee any of our obligations under the notes. The notes will be structurally subordinated to all existing and future obligations of our subsidiaries, including claims with respect to trade payables. The Indenture does not limit the amount of unsecured debt that our subsidiaries are permitted to incur.

We may, from time to time, without notice to or consent of the holders of the notes, issue additional notes of either series with the same interest rate, maturity, ranking and other terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue and the issue price) as the notes of the series being offered by this prospectus supplement, and such additional notes will form a single series with the notes of that series issued under this prospectus supplement, including for purposes of voting and redemptions; provided, however, that such additional notes shall be fungible with the notes of that series issued under this prospectus supplement for U.S. federal income tax purposes.

The notes are redeemable at any time and from time to time, as a whole or in part, at our option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder, at a redemption price equal to the greater of:

• as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of

twelve 30-day months, at the Treasury Rate (as defined below) plus 50 basis points for the 2015 notes and 50 basis points for the 2019 notes,

plus, in either case, accrued and unpaid interest to, but not including, the date of redemption.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by a Quotation Agent as having an actual or interpolated 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 a comparable maturity to the remaining term of such notes.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the arithmetic 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 Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such redemption date.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York, New York.

“Quotation Agent” means one of the Reference Treasury Dealers appointed by us; provided, however, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer” means any of Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated or their respective affiliates, which are primary U.S. Government securities dealers in New York, New York, and their respective successors plus one other primary U.S. Government securities dealer in New York, New York selected by us; provided, however, that if any of the foregoing or their affiliates cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by the Quotation Agent, 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 Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) 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.

On and after the redemption date for the notes, interest will cease to accrue on the notes or any portion thereof called for redemption, unless we default in the payment of the redemption price. On or before the redemption date for the notes, we will deposit with a paying agent, or the trustee, funds sufficient to pay the redemption price of and accrued and unpaid interest on such notes to be redeemed on such date. If less than all of the notes are to be redeemed, and the notes are global notes held by DTC, DTC will select the notes to be redeemed in accordance with its operational arrangements. If the notes are not global notes held by DTC, the notes to be redeemed will be selected by the trustee by such method as the trustee deems fair and

appropriate; provided, however, that no notes of a principal amount of $2,000 or less shall be redeemed in part.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Once notice of redemption is mailed, the notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date.

If, for any reason, (i) the Acquisition is not consummated on or prior to January 30, 2010 or (ii) the Master Purchase Agreement is terminated on or prior to January 30, 2010, we will redeem all of the notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. Notice of a special mandatory redemption will be mailed promptly after the occurrence of the event triggering such redemption to the registered address of each holder. If funds sufficient to pay the Special Mandatory Redemption Price of all of the notes to be redeemed on the Special Mandatory Redemption Date are deposited with a paying agent or the trustee on or before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the notes will cease to bear interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under the notes shall terminate.

For purposes of the foregoing discussion of a special mandatory redemption, the following definitions are applicable:

“Master Purchase Agreement” means the master purchase agreement dated as of February 27, 2009, between Olympus Corporation, as the seller, and us, as the purchaser, as amended from time to time.

“Special Mandatory Redemption Date” means the earlier to occur of (1) January 30, 2010 if the Acquisition has not been completed on or prior to January 30, 2010 or (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the termination of the Master Purchase Agreement.

“Special Mandatory Redemption Price” means 101% of the aggregate principal amount of the notes together with accrued and unpaid interest, if any, from the date of initial issuance to, but not including, the Special Mandatory Redemption Date.

If a change of control triggering event (as defined below) occurs with respect to a series of notes, unless we have exercised our option to redeem such notes or have mailed notice of a special mandatory redemption, each as described above, we will be required to make an offer (the “change of control offer”) to each holder of notes of that series to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of that holder’s notes of such series on the terms set forth in such notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased up to, but not including, the date of repurchase (the “change of control payment”). Within 30 days following any change of control triggering event with respect to a series of notes or, at our option, prior to

any change of control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be mailed to holders of notes of such series describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase such notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or, if the notice is mailed prior to the change of control, no earlier than 30 days and no later than 60 days from the date on which the change of control triggering event occurs (the “change of control payment date”). The notice will, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on the change of control triggering event occurring on or prior to the change of control payment date.

• accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;

• deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes properly tendered; and

• deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being repurchased.

We will publicly announce the results of the change of control offer on or as soon as possible after the date of purchase.

Except as described above, the Indenture does not contain provisions that permit holders to require us to purchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Our ability to pay cash to the holders of notes following the occurrence of a change of control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The definition of change of control under the Indenture includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such holder’s notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

We will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third party makes such an offer in the manner, at the time and otherwise in compliance with the requirements for an offer made by us and the third party purchases all notes properly tendered and not withdrawn under its offer.

We will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or

regulations conflict with the change of control offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the change of control offer provisions of the notes by virtue of any such conflict.

For purposes of the change of control offer provisions of the notes, the following terms will be applicable:

(1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our voting stock (as defined below) or other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than to us or one of our subsidiaries);

(3) we consolidate with, or merge with or into, any “person” (as that term is used in Section 13(d) of the Exchange Act) or any such person consolidates with, or merges with or into, us, in either case, pursuant to a transaction in which any of our outstanding voting stock or the voting stock of such other person is converted into or exchanged for cash, securities or other property, other than pursuant to a transaction in which shares of our voting stock outstanding immediately prior to the transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction;

(5) the first day on which a majority of the members of our board of directors are not continuing directors (as defined below).

“Change of control triggering event” means, with respect to a series of notes, the occurrence of both (1) a change of control and (2) a rating event (as defined below).

“Continuing director” means, as of any date of determination, any member of our board of directors who (1) was a member of such board of directors on the date the notes were initially issued, (2) was nominated for election to such board of directors with the approval of a committee of the board of directors consisting of a majority of independent continuing directors or (3) was nominated for election, elected or appointed to such board of directors with the approval of a majority of the continuing directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., or any successor thereto.

“Investment grade rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB- (or the equivalent) by Fitch, or, if applicable, the equivalent investment grade credit rating from any substitute rating agency selected by us.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Rating agencies” means (1) each of Moody’s, S&P and Fitch and (2) if any of Moody’s, S&P or Fitch ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by us (as certified by a resolution of our Board of Directors) and that is reasonably acceptable to the trustee as a replacement agency for Moody’s, S&P or Fitch, as the case may be.

“Rating event” means, with respect to a series of notes, the rating on such notes is lowered independently by at least two of the three rating agencies and such notes are rated below an investment grade rating by at least two of the three rating agencies on any day during the period commencing 60 days prior to the first public notice of the occurrence of a change of control or our intention to effect a change of control and ending 60 days following consummation of such change of control (which period will be extended so long as the rating of such notes is under publicly announced consideration for a possible downgrade by any of the rating agencies).

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Voting stock” means, with respect to any specified “person” (as that term is used in Section 13(d) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Indenture contains covenants, certain of which are described below. Capitalized terms used in this subsection (“—Certain covenants”) are defined below under “—Certain definitions.”

Limitation on liens. The Indenture provides that we will not, and will not permit any Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness of us or any Subsidiary of ours secured by a Lien upon any Property now owned or hereafter owned by us or any Subsidiary, 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) Pre-existing Liens on any Property acquired by us or any of our Subsidiaries after the date of initial issuance of the notes;

(2) Liens on Property of a Person existing at the time such Person is merged into or consolidated with us or a Subsidiary or at the time of a sale, lease or other disposition of the assets of such Person (or a division thereof) as an entirety or substantially as an entirety to us or a Subsidiary, provided that such Lien as a result of such merger, consolidation, sale, lease or other disposition is not extended to Property owned by us or such Subsidiary immediately prior thereto;

(3) Liens on Property of a Person existing at the time such Person becomes a Subsidiary;

(5) Liens on Property 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 eighteen 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 granted after the date of initial issuance of the notes created in favor of the holders of such series of notes;

(7) 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 we 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 us or any Subsidiary;

(8) 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;

(9) Liens to secure Indebtedness of joint ventures in which we or a Subsidiary have an interest, to the extent such Liens are on Property or assets of, or Equity Interests in, such joint ventures;

(11) Liens existing on the date of initial issuance of the notes or any extension, renewal or replacement or refunding of any Lien existing on such date or referred to in clauses (1) to (3), (5) or (6); provided, however, that the aggregate principal amount of Indebtedness secured thereby and not otherwise authorized by clauses (1) to (3), (5) or (6), shall not exceed the aggregate principal amount of Indebtedness, plus any payment penalties or premiums, costs, fees and expenses payable in connection with any such extension, renewal, replacement, or refunding, so secured at the time of such extension, renewal, replacement or refunding;

(12) Liens on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by the purchaser of receivables derived from Property or assets sold by us or any Subsidiary of ours and securing such receivables; provided that the aggregate amount of Indebtedness secured by all Liens pursuant to this clause (12) does not exceed $125 million;

(13) Liens on customer leases of instruments and related proceeds thereof arising in connection with a customer leased instruments financing and any Lien held by the purchaser of customer leases securing such leases;

(15) Inchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or maintenance of real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves or other

appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;

(16) Liens for taxes, assessments and governmental charges or levies with respect to obligations which are not delinquent or are being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;

(17) Liens imposed by law, such as materialmen’s, mechanics’, landlords’, bailees’, carriers’, warehousemen’s, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue for a period of more than 60 days or are being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor;

(18) Liens consisting of pledges or deposits to secure non-delinquent obligations incurred in the ordinary course of business (other than for borrowed money) or obligations under workers’ compensation or unemployment laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable or to secure the performance of statutory obligations, public regulatory obligations which are not delinquent, bid, surety and appeal bonds, performance bonds or other obligations of a like nature (other than for borrowed money), deposits with utility companies or insurances carriers in the ordinary course of business, and bankers’ liens or rights of setoff with respect to bank accounts;

(19) Easements, rights of way and other non-monetary encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its purposes as at the date of the indenture;

(20) Liens in connection with legal proceedings so long as the proceeding is being contested in good faith or execution thereon is stayed;

(21) Liens arising in connection with trade letters of credit issued to secure the purchase of inventory in the ordinary course of business of us and our Subsidiaries; provided that such Liens shall cover only the documents in respect of which such letters of credit were issued, the goods covered thereby and the insurance proceeds of such goods;

(22) Security and other deposits made by us or any Subsidiary under the terms of any lease or sublease of property entered into by us or any such Subsidiary in the ordinary course of business;

(23) Liens arising as a result of sales or discounts in the ordinary course of business by us or any Subsidiary of customer leases or other receivables for cash in an amount not less than the fair market value thereof (after taking into account customary reserves for losses, yield protections, fees and similar matters);

(24) Voluntary Liens in favor of the Pension Benefit Guaranty Corporation (or any successor) arising in connection with any insufficiency resulting from the actions of, and with respect to any single employer plan or multiple employer plan of us or any affiliate of ours, securing obligations not exceeding $75.0 million.

Notwithstanding the restrictions described above, we and our 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 (24) above, and together with all outstanding Attributable Value of all sale and leaseback transactions permitted as described in “—Limitation on sale and leaseback transactions,” does not exceed 15% of our Consolidated Net Tangible Assets.

Limitation on sale and leaseback transactions. Sale and leaseback transactions by us or any Subsidiary involving any Property are prohibited unless either (1) we or any of our Subsidiaries would be entitled pursuant to the provisions described in clauses (1) through (24) above under “—Limitation on liens” to incur, issue, assume or guarantee Indebtedness secured by a Lien on such Property without equally and ratably securing the notes then outstanding or (2) we or any such Subsidiary shall apply, or cause to be applied, to the retirement of our or its secured debt within 120 days after the effective date of the sale and leaseback transaction, an amount not less than the greater of:

(1) 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 Property leased pursuant to such arrangement; or

(2) the fair market value of the Property so leased. This restriction does not apply to a sale and leaseback transaction between us and a Subsidiary or between Subsidiaries or involving the taking back of a lease for a period of less than three years.

Notwithstanding the restrictions described above, we or any 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 the Indenture as described above under “—Limitation on liens” other than all Indebtedness secured by Liens permitted as described in clauses (1) through (24) above under “—Limitation on liens” and other than the Attributable Value of such sale and leaseback transactions permitted by the preceding paragraph, does not exceed 15% of our Consolidated Net Tangible Assets.

Consolidation, merger and sale of assets. The Indenture provides that we may not consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to another person, unless:

(1) the resulting, surviving or transferee person (if other than Beckman Coulter) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and such person expressly assumes, by supplemental indenture, all our obligations under the notes and the Indenture;

(2) we or such successor person shall not immediately thereafter be in default under the Indenture; and

(3) we or such person, as the case may be, shall have provided the trustee with an opinion of counsel and officer’s certificate confirming compliance with the Indenture.

Upon the assumption of our obligations by such a successor person in such circumstances, subject to certain exceptions, we will be discharged from all obligations under the notes and the Indenture.

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for the definition of all other terms used in the 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 GAAP) 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.

“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.

“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 our most recent consolidated balance sheet 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 our most recent consolidated balance sheet and computed in accordance with GAAP.

“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, limited partnership interests, or other similar interest in such Person.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of initial issuance of the notes, 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 statements by such other entity as approved by a significant segment of the United States accounting profession.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk;

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices; and

(4) other agreements or arrangements designed to protect such Person against fluctuations in equity prices.

“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;

(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; and

(7) 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 (6) above.

(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.

“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).

“Person” means any individual, corporation, partnership, limited liability company or corporation, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Property” means any property or asset, whether real, personal or mixed, or tangible or intangible, including shares of capital stock.

“Significant Subsidiary” shall mean each Subsidiary that is a “significant subsidiary” for purposes of Rule 1-02 of Regulation S-X under the Securities Act.

“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 us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries.

• default in payment of the principal amount or the redemption price, with respect to any note when such amount becomes due and payable;

• our failure to comply with the obligations described under “—Certain covenants—Consolidation, merger and sale of assets” above;

• our failure to comply with any of our obligations under the covenants described under “—Certain covenants—Limitation on liens” and “—Limitation on sale and leaseback transactions” above upon receipt by us of notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the notes then outstanding and our failure to cure (or obtain a waiver of) such default within 60 days after receipt by us of such notice;

• our failure to comply with any of our other obligations in the notes or in the Indenture upon receipt by us of notice of such default by the trustee or by holders of not less than 25% in aggregate principal amount of the notes then outstanding and our failure to cure (or obtain a waiver of) such default within 90 days after receipt by us of such notice;

• failure to pay when due (subject to any applicable grace period) the principal of, or acceleration of, any indebtedness for money borrowed by us or by any Subsidiary having an aggregate principal amount outstanding of at least $50,000,000, 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 30 days after written notice has been given by the trustee, or the holders of at least 25% in aggregate principal amount of the notes, as provided in the Indenture;

• any final and non-appealable judgment or decree for the payment of money in excess (net of any amount covered by insurance) of $50,000,000 million against us or any Subsidiary if it is not discharged, waived, satisfied or stayed and remains outstanding for a period of 60 consecutive days; and

• certain events of bankruptcy, insolvency or reorganization affecting us or any Significant Subsidiary.

With respect to the notes, we and the trustee will send notices regarding the notes only to registered holders, using their addresses as listed in the list of registered holders.

The Indenture will cease to be of further effect, and we will be deemed to have satisfied and discharged the Indenture with respect to the notes, when the following conditions have been satisfied:

• we have delivered to the trustee for cancellation all the outstanding notes, or

• all notes not previously delivered to the trustee for cancellation have become due and payable or will become due and payable at their stated maturity or on a redemption date within one year, and we have deposited with the trustee, in trust, funds sufficient to pay the entire indebtedness on the notes that had not been previously delivered for cancellation, for the principal and interest to the date of the deposit (for notes that have become due and payable) or to the stated maturity or the redemption date (for notes that have not become due and payable), as the case may be;

• we have paid or caused to be paid all other sums payable under the Indenture; and

• we have delivered to the trustee an officers’ certificate and opinion of counsel, each stating that all these conditions have been complied with.

We will remain obligated to provide for registration of transfer and exchange and to provide notices of redemption.

We will file with the trustee, within 15 days after we have filed the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may prescribe) that we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.

The trustee will be Wells Fargo Bank, National Association. Wells Fargo Bank, National Association also will be the initial paying agent and registrar for the notes and their place of payment will be Wells Fargo Bank, National Association, Corporate Trust Operations, 608 Second Avenue South, N9303-121, Minneapolis, Minnesota 55479. The trustee and its affiliates have engaged, currently are engaged, and may in the future engage in financial or other transactions with us and our affiliates in the ordinary course of our respective businesses, subject to the Trust Indenture Act of 1939.

The Indenture provides that, except during the continuance of an event of default under the Indenture, the trustee under the Indenture will perform only such duties as are specifically set forth in the Indenture and no implied covenants or obligations will be read into the Indenture

against the trustee. Under the Indenture, the holders of a majority in outstanding principal amount of the notes will have the right to direct the time, method and place of conducting any proceeding or exercising any remedy available to the trustee under the Indenture, subject to certain exceptions. If an event of default has occurred and is continuing, the trustee under the Indenture will exercise such rights and powers vested in it under the Indenture and is obligated to use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture and provisions of the Trust Indenture Act incorporated by reference in the Indenture contain limitations on the rights of the trustee under such Indenture, should it become a creditor of our company under certain circumstances, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee under the Indenture is permitted to engage in other transactions. However, if the trustee under the Indenture acquires any prohibited conflicting interest, it must eliminate the conflict or resign.

The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York without application of principles of conflicts of law thereunder.

Certain book-entry procedures for the global notes. All interests in the global notes will be subject to the operations and procedures of The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We obtained the information in this section and elsewhere in this prospectus supplement concerning DTC, Euroclear and Clearstream and their respective book-entry systems from sources that we believe are reliable, but neither we nor the underwriters take any responsibility for the accuracy of any of this information, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

• a limited-purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York Banking Law;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code, as amended; and

• a “clearing agency” registered pursuant to Section l7A of the Exchange Act.

DTC holds securities for its participants (“DTC Participants”), and to facilitate the clearance and settlement of securities transactions in deposited securities among DTC Participants through electronic book- entry changes to the accounts of DTC Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC Participants include securities brokers and dealers (including some or all of the underwriters), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system also is available to other entities such as Clearstream, Euroclear, banks, brokers, dealers and trust companies (collectively, the “Indirect Participants”) that clear through or maintain a custodial relationship with a direct DTC Participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through direct DTC Participants or Indirect Participants in DTC.

Clearstream. Clearstream has advised us that it is a limited liability company organized under Luxembourg law. Clearstream holds securities for its participating organizations (“Clearstream Participants”), and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

Clearstream provides Clearstream Participants with, among other things, services for safekeeping, administration, clearance and establishment of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is registered as a bank in Luxembourg and as such is subject to regulation by the Commission de Surveillance du Secteur Financier. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, and may include the underwriters. Indirect access to Clearstream also is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures to the extent received by the U.S. depositary for Clearstream.

Euroclear. Euroclear advised us that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”), and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These Terms and Conditions govern transfer of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of the Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions of principal and interest with respect to notes held through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by the U.S. depositary for Euroclear.

Links have been established among DTC, Clearstream and Euroclear to facilitate the initial issuance of the notes and cross-market transfers of the notes associated with secondary market trading. DTC will be linked indirectly to Clearstream and Euroclear through the DTC accounts of their respective U.S. depositaries.

Book-Entry Procedures. We expect that, pursuant to procedures established by DTC:

• upon deposit of each global note, DTC will credit, on its book-entry registration and transfer system, the accounts of direct DTC Participants designated by the underwriters with an interest in that global note; and

• ownership of beneficial interests in the global notes will be shown on, and the transfer of ownership interests in the global notes will be effected only through, records maintained by DTC (with respect to the interests of DTC Participants) and by DTC Participants and Indirect Participants (with respect to the interests of Persons other than DTC Participants).

The laws of some jurisdictions may require that some purchasers of notes take physical delivery of those notes in definitive form. Accordingly, the ability to transfer beneficial interests in notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of DTC Participants, who in turn act on behalf of persons who hold interests through such DTC Participants, the ability of a person holding a beneficial interest in a global note to pledge or transfer that interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of that interest, may be affected by the lack of a physical note in respect of that interest.

So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee, as the case may be, will be considered the sole legal owner or holder of the notes represented by that global note for all purposes of the notes and the Indenture. Except as provided below, owners of beneficial interests in a global note (1) will not be entitled to have the notes represented by that global note registered in their names, (2) will not receive or be entitled to receive physical delivery of certificated notes, and (3) will not be considered the owners or holders of the notes represented by that beneficial interest under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if that holder is not a DTC Participant or an Indirect Participant, on the

procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of notes under the Indenture or that global note. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of that global note, is entitled to take, DTC would authorize the participants to take that action and the participants would authorize holders owning through those participants to take that action or would otherwise act upon the instruction of those holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to nor payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.

Beneficial interests in the global notes may not be exchanged for certificated notes. However, if DTC notifies us that it is unwilling or unable to be a depositary for the global notes or ceases to be a clearing agency or if we so elect or if there is an event of default under the notes, DTC will exchange the global notes for certificated notes that it will distribute to its participants.

Payments with respect to the principal of and interest on a global note will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note under the Indenture. Under the terms of the Indenture, we and the trustee may treat the persons in whose names the notes, including the global notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of those amounts to owners of beneficial interests in a global note. Payments by the DTC Participants and the Indirect Participants to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of the DTC Participants and Indirect Participants and not of DTC.

Secondary market trading between DTC Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Secondary market trading between Euroclear Participants or Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between the persons holding directly or indirectly through DTC, on the one hand, and persons holding directly or indirectly through Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. However, those cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Although we understand that DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. Neither we nor the

trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations.

We will make payments in respect of the notes represented by the global notes (including principal and interest) by wire transfer of immediately available funds to the accounts specified by the global note holder. We will make all payments of principal and interest with respect to certificated notes, if any, by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address.

Because of time zone differences, the securities account of a Euroclear Participant or Clearstream Participant purchasing an interest in a global note from a DTC Participant will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear Participant or Clearstream Participant to a DTC Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

None of the Company, any underwriter or agent, the trustee or any applicable paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global note, or for maintaining, supervising or reviewing any record.

The following is a summary of certain material United States federal income tax considerations relating to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary is limited to holders who purchase the notes upon their initial issuance at their initial issue price (which will equal the first price at which a substantial amount of notes is sold to the public for cash) and who hold the notes as capital assets. This summary also does not address the effect of the United States federal estate or gift tax laws or the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that are S-corporations, partnerships or other pass-through entities;

• expatriates and certain former citizens or long-term residents of the United States;

• U.S. holders (as defined below) whose functional currency is not the U.S. Dollar;

• persons who hold the notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

• persons deemed to sell the notes under the constructive sale provisions of the Code.

If a partnership or other pass-through entity for U.S. federal income tax purposes is a beneficial owner of a note, the treatment of a partner in the partnership or member in such other entity generally will depend on the status of the partner or member and the activities of the partnership or such other entity. Partnerships or other pass-through entities, and partners in such partnerships or members in such other entities, should consult their tax advisors about the U.S. federal income tax consequences of purchasing, owning and disposing of a note.

THIS SUMMARY OF CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF

THE NOTES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a U.S. holder of the notes. Certain consequences to “non-U.S. holders” of the notes are described under “—Consequences to non-U.S. holders” below. “U.S. holder” means a beneficial owner of a note that is:

• a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a United States court and the control of one or more United States persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

Payments of interest on the notes. U.S. holders generally will be required to recognize any stated interest as ordinary income at the time it is paid or accrued on the notes in accordance with such U.S. holder’s method of accounting for United States federal income tax purposes.

Additional payments. As described under the headings “Description of notes—Special mandatory redemption,” “Description of notes—Repurchase upon change of control triggering event,” and “Description of notes—Optional redemption,” we may be required to pay you amounts in excess of stated interest and principal in certain circumstances. We intend to take the position that the notes should not be treated as contingent payment debt instruments because of these additional payments. This position is based in part on assumptions regarding the possibility, as of the date of issuance of the notes, that such additional amounts will be paid. Assuming such position is respected, you would likely treat any such payments paid to you in connection with a repurchase or redemption as described below in “—Sale, exchange, redemption or other taxable disposition of the notes.” Our position is binding on you, unless you explicitly disclose to the IRS on your tax return for the year during which you acquire the notes that you are taking a different position. However, the IRS may take a contrary position from that described above, which could affect the timing and character of your income on the notes. You should consult your own tax advisors regarding the application of the contingent payment debt instrument rules to the notes. The remainder of this discussion assumes that the notes are not treated as contingent payment debt instruments.

Sale, exchange, redemption or other taxable disposition of the notes. Upon the sale, exchange, redemption or other taxable disposition of a note, you generally will recognize capital gain or loss equal to the difference between (i) the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued but unpaid interest not previously included in income, which generally will be taxable as ordinary income) and (ii) your tax basis in the note. Your tax basis in a note generally will

equal the cost of the note. Such capital gain or loss will be long-term capital gain or loss if, at the time of such disposition, you have held the note for more than one year. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, will generally be subject to a reduced tax rate. The deductibility of capital losses is subject to limitations.

Backup withholding and information reporting. We are required to furnish to the record holders of the notes, other than corporations and other exempt holders, and to the IRS, information with respect to interest paid on the notes.

You may be subject to backup withholding with respect to interest paid on the notes or with respect to proceeds received from a disposition of the notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) generally are not subject to backup withholding. You will be subject to backup withholding if you are not otherwise exempt and you (i) fail to furnish your taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number; (ii) furnish an incorrect TIN; (iii) are notified by the IRS that you have failed to properly report payments of interest or dividends; or (iv) fail to certify, under penalties of perjury, that you have furnished a correct TIN and that the IRS has not notified you that you are subject to backup withholding. Backup withholding is not an additional tax but, rather, is a method of tax collection. You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the IRS in a timely manner.

The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a non-U.S. holder of the notes. For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of notes that is not a U.S. holder.

Payments of interest on the notes. You will not be subject to the 30% United States federal withholding tax with respect to payments of interest on the notes, provided that:

• you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote;

• you are not a “controlled foreign corporation” with respect to which we are, directly or indirectly, a “related person”;

• you are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

• you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an IRS Form W-8BEN (or successor form)), or you hold your notes through certain foreign intermediaries and you and the foreign intermediaries satisfy the certification requirements of applicable Treasury Regulations.

If you cannot satisfy the requirements described above, you will be subject to the 30% United States federal withholding tax with respect to payments of interest on the notes, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable United States income tax treaty or (2) IRS Form W-8ECI (or successor form) stating that the interest is not

subject to withholding tax because it is effectively connected with the conduct of a United States trade or business. Except to the extent otherwise provided under an applicable income tax treaty, if you are engaged in a trade or business in the United States and interest on a note is effectively connected with your conduct of that trade or business, you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding tax, provided the certification requirements described above are satisfied) in the same manner as if you were a United States person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower rate as may be prescribed under an applicable United States income tax treaty) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States.

Additional payments. As described under the headings “Description of notes—Special mandatory redemption,” “Description of notes—Repurchase upon change of control triggering event,” and “Description of notes—Optional redemption,” we may be required to pay amounts in excess of stated interest and principal in certain circumstances. We intend to treat any such amounts paid to a non-U.S. holder pursuant to any such repurchase or redemption as additional amounts paid for the notes, subject to the rules described below in “—Consequences to non-U.S. holders—Sale, exchange, redemption or other taxable disposition of the notes.”

Sale, exchange, redemption or other taxable disposition of the notes. Subject to the discussion below regarding backup withholding, any gain realized by you on the sale, exchange, redemption or other disposition of a note (except with respect to accrued and unpaid interest, which would be taxable as described above) generally will not be subject to United States federal income tax unless:

• the gain is effectively connected with your conduct of a trade or business in the United States; or

• you are an individual who is present in the United States for 183 days or more in the taxable year of sale, exchange or other disposition, and certain conditions are met.

If your gain is described in the first bullet point above, you generally will be subject to United States federal income tax on the net gain derived from the sale. If you are a corporation, then you may also be required to pay a branch profits tax at a 30% rate (or such lower rate as may be prescribed under an applicable United States income tax treaty) on any such effectively connected gain. If you are an individual described in the second bullet point above, you will be subject to a flat 30% United States federal income tax on the gain derived from the sale, which may be offset by United States source capital losses, even though you are not considered a resident of the United States. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules. In addition, such holders are urged to consult their tax advisers regarding the tax consequences of the acquisition, ownership and disposition of the notes.

Backup withholding and information reporting. If you are a non-U.S. holder, in general, you will not be subject to backup withholding and information reporting with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and you have given us the statement described above under “—Consequences to non-U.S. holders—Payments of interest on the notes.” In addition, you will not be subject to backup withholding or information reporting with respect to the proceeds of

the sale of a note within the United States or conducted through certain U.S.-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined under the Code, or you otherwise establish an exemption. However, we will be required to report annually to the IRS and to you the amount of, and the tax withheld with respect to, any interest paid to you, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which you reside.

You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the IRS in a timely manner.

Subject to the terms and conditions set forth in an underwriting agreement dated May 18, 2009, each of the underwriters named below, for whom Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as representatives, has severally agreed to purchase, and we have agreed to sell to each underwriter, the principal amount of the notes of each series set forth opposite the name of each underwriter below.

The underwriting agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to certain conditions precedent. The underwriters are obligated to purchase all the notes if they purchase any of the notes.

We have been advised by the representatives of the underwriters that the underwriters propose initially to offer the notes to the public for cash at the public offering price set forth on the cover of this prospectus supplement, and to certain dealers at such price less concessions not in excess of 0.375% of the principal amount of the 2015 notes and 0.400% of the principal amount of the 2019 notes. The underwriters may allow, and such dealers may re-allow, a concession not in excess of 0.250% of the principal amount of the 2015 notes and 0.250% of the principal amount of the 2019 notes to certain other dealers. After the public offering of the notes, the public offering price and other selling terms may be changed. The underwriters may offer and sell the notes through certain of their affiliates.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts, will be approximately $1.9 million.

We have agreed to indemnify the underwriters against, certain liabilities, including liabilities under the Securities Act, as amended, or contribute to payments that the underwriters may be required to make in respect to those liabilities.

The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange or to include them in any automated dealer quotation system. The underwriters may make a market in the notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice in their sole discretion. We cannot assure you that the notes will have a liquid trading market. If an active public market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.

In connection with the offering of the notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

From time to time, some of the underwriters or their affiliates have provided, and may continue to provide in the future, investment banking, general financing and commercial banking and financial advisory services to us and our affiliates, for which they have received, and expect to receive, customary compensation. Certain affiliates of the underwriters are lenders under our Credit Facility, and we have entered into forward contracts with affiliates of certain of the underwriters in order to hedge the risk of changes in the exchange rate of the Japanese Yen versus the U.S. Dollar between the signing and closing of the acquisition of the Diagnostic Systems Business of Olympus Corporation.

UnionBanc Investment Services LLC, a Financial Industry Regulatory Authority member and subsidiary of Union Bank, N.A., is being paid a referral fee by Wedbush Morgan Securities Inc.

Standard Chartered Bank is not a U.S. registered broker-dealer and, therefore, does not intend to effect any sales of the notes in the United States.

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investments professionals falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter, on behalf of itself and each of its affiliates, has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it and each such affiliate has not made and will not make an offer of notes to the public in that Relevant Member State other than:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/7 1/EC and includes any relevant implementing measure in each Relevant Member State.

The validity of the notes offered hereby will be passed upon for us by Latham & Watkins LLP, Los Angeles, California. The underwriters have been represented by Davis Polk & Wardwell, Menlo Park, California.

The consolidated financial statements and schedule of Beckman Coulter, Inc. and subsidiaries as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2008, consolidated financial statements refers to a change in the method of accounting for defined benefit pension and other post-retirement plans and quantifying errors in 2006 due to the adoption of new accounting pronouncements.

With respect to the unaudited interim financial information for the periods ended March 31, 2009 and 2008, incorporated by reference herein, the independent registered public accounting firm has reported that they applied limited procedures in accordance with professional standards for a review of such information. However, their separate report included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009, and incorporated by reference herein, states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. The accountants are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings are also available to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov. In addition, you can inspect and copy our reports, proxy statements and other information at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

We filed a registration statement on Form S-3 to register with the SEC the offering of the notes described in this prospectus supplement. This prospectus supplement and the accompanying prospectus are part of that registration statement. As permitted by SEC rules, this prospectus supplement and the accompanying prospectus do not contain all the information contained in the registration statement or the exhibits to the registration statement. You may refer to the registration statement and accompanying exhibits for more information about us and our securities.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information you should not rely on it. We are not making an offer to sell these notes in any jurisdiction where the offer and sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the information incorporated by reference is accurate only as of the date of the documents containing the information. Our business, financial condition, results of operations and prospects may have changed since that date.

The SEC allows us to incorporate by reference into this document the information we filed with it. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, and later information that we file with the SEC will automatically update and supersede this information.

We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and before the date of the closing of this offering. These additional documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01, which is deemed not to be incorporated by reference in this prospectus supplement), as well as proxy statements. You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus supplement.

This prospectus supplement and the accompanying prospectus incorporate by reference and are deemed to include the documents listed below that we have filed with the SEC but have not been delivered with this document:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on February 23, 2009;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 7, 2009;

• Our Current Reports on Form 8-K filed with the SEC on January 21, 2009 and February 10, 2009, Section 1.01 and 3.02 of our Current Report on Form 8-K filed with the SEC on March 4, 2009 and our Current Reports on Form 8-K filed with the SEC on April 29, 2009 and May 13, 2009; and

• Our Annual Proxy Statement on Schedule 14A filed with the SEC on March 5, 2009.

You may request a copy of these incorporated documents at no cost by writing or telephoning us at the following address:

We may offer and sell the securities from time to time in one or more offerings. This prospectus provides you with a general description of the securities we may offer.

We will provide specific information about the terms of the securities in supplements to this prospectus. Any supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any supplement before you invest in any of our securities.

Our common stock is listed on the New York Stock Exchange under the symbol “BEC.”

The securities may be offered directly by us, through agents designated from time to time by us or to or through underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections entitled “About This Prospectus” and “Plan of Distribution” for more information.

Investment in any securities offered by this prospectus involves risks. See “Risk Factors” beginning on page 4 of this prospectus, in our periodic reports filed from time to time with the Securities and Exchange Commission and in the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or completeness of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a “shelf” registration statement that we filed with the United States Securities and Exchange Commission, or the “SEC.” By using a shelf registration statement, we may sell any combination of the securities described in this prospectus from time to time and in one or more offerings. This prospectus only provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the terms of the securities. The supplement may also add, update or change information contained in this prospectus. Before purchasing any securities, you should carefully read both this prospectus and any supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

This prospectus does not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as indicated below under the section entitled “Where You Can Find More Information.” Forms of the indentures and other documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.

You should rely only on the information contained or incorporated by reference in this prospectus and in any applicable supplement to this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the supplement to this prospectus is accurate as of the dates on their covers. Our business, financial condition, results of operations and prospects may have changed since those dates.

When we refer to “we,” “our” and “us” in this prospectus, we mean Beckman Coulter, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, our subsidiaries. When we refer to “you” or “yours,” we mean the holders of the applicable series of securities.

We file reports, proxy statements and other information with the SEC. Information we file with the SEC can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at (800)-SEC-0330. The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that site is http://www.sec.gov.

Our common stock is listed on the New York Stock Exchange (NYSE: BEC), and reports, proxy statements and other information concerning us can also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. We have a web site whose address is http://www.beckmancoulter.com. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus or any prospectus supplement.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement

contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as “the Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus (other than filings or portions of filings that are furnished under applicable SEC rules rather than filed):

You may request a copy at no cost of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

This prospectus, including the documents that we incorporate by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are indicated by words or phrases such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “ estimate,” “continue,” “pursue,” “plans,” “should,” “likely,” “might,” or the negative thereof or comparable terminology, and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, including, without limitation, statements regarding our anticipated revenues, earnings or other operating or expense estimates or objectives, potential or planned investment in future growth vehicles, tax rate, instrument placements, hardware mix, growth in life sciences, immunoassay, chemistry and clinical automation product areas and expansion of our installed base.

Forward-looking statements included in this prospectus and the documents incorporated by reference in this prospectus are based on management’s current expectations, estimates, forecasts and projections about the

company and are subject to risks and uncertainties, some of which may be beyond our control, that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to:

Our forward-looking statements are also subject to other risks and uncertainties, including those described in the “Risk Factors” sections of our Annual Report on Form 10-K (Part I, Item 1A) and our Quarterly Reports on Form 10-Q and reports on Form 8-K that we may file from time to time with the SEC, which are incorporated by reference into this prospectus.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of their respective dates. We do not undertake any responsibility to update any forward-looking statements, except as may be required by federal securities laws. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events that may cause actual results to differ from those expressed or implied by our forward-looking statements.

Investment in any securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K, our Quarterly Reports for the three months ended March 31, 2008 and June 30, 2008 and September 30, 2008, any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Report on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. Please also refer to the section above entitled “Forward Looking Statements.”

Beckman Coulter, Inc. is a leading manufacturer of biomedical testing instrument systems, tests and supplies that simplify and automate laboratory processes. Our principal executive offices are located at 4300 N. Harbor Boulevard, Fullerton, California 92835. Our mailing address is Beckman Coulter, Inc., P.O. Box 3100, Fullerton, CA 92834-3100. The telephone number is (714) 871-4848.

We intend to use the net proceeds from the sale of the securities for general corporate purposes, including repaying, redeeming or repurchasing existing debt, repurchasing shares, and for working capital, capital expenditures and other acquisitions. We may invest funds not required immediately for such purposes in short-term investment grade securities.

The following table shows the ratio of earnings to fixed charges for us and our consolidated subsidiaries for the periods indicated. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference into this prospectus.

The following is a general description of the terms and provisions of the securities we may offer and sell by this prospectus. These summaries are not meant to be a complete description of each security. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each security. The prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus.

The following description discusses the general terms and provisions of the debt securities that we may offer by this prospectus. The debt securities may be issued as senior debt securities or subordinated debt securities. The indebtedness represented by the senior debt securities will rank equally with all of our other unsecured and unsubordinated debt. The indebtedness represented by the subordinated debt securities will rank junior and be subordinate in right of payment to the prior payment in full of our senior debt, to the extent and in the manner set forth in the prospectus supplement for the securities. See “— Subordination” below.

Forms of these documents are filed as exhibits to the registration statement. The indentures listed above are sometimes collectively referred to as the “indentures” and individually referred to as an “indenture.” The trustee under each indenture is referred to as the “indenture trustee.” The indentures are subject to and governed by the Trust Indenture Act of 1939, and may be supplemented or amended from time to time following their execution.

Each indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities and the extent, if any, to which the particular terms of the issue modify the terms of the indenture will be described in the prospectus supplement relating to the debt securities.

Each indenture contains the full legal text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the applicable indenture. This summary is subject to and qualified in its entirety by reference to all the provisions of the applicable indenture, including definitions of terms used in the indenture. We also include references in parentheses to certain sections of the indentures. Whenever we refer to particular sections or defined terms of the indentures in this prospectus or in a prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular terms of the debt securities in the applicable prospectus supplement.

We may issue an unlimited amount of debt securities under each indenture in one or more series. We need not issue all debt securities of one series at the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.

Prior to the issuance of each series of debt securities, the terms of such particular series will be established by or pursuant to a resolution of our board of directors, or a committee thereof, and set forth or determined in the manner provided in an officers’ certificate or by supplemental indenture, including any pricing supplement. We refer you to the applicable prospectus supplement for a description of the following terms of the series of debt securities:

(d) the rate or rates or method of determination of interest; the date from which interest will accrue; the dates on which interest will be payable, which we refer to as the “interest payment dates,” and any record dates for the interest payable on the interest payment dates;

(e) any obligation or option of ours to redeem, purchase or repay debt securities, or any option of the registered holder to require us to redeem or repurchase debt securities, and the terms and conditions upon which the debt securities will be redeemed, purchased or repaid;

(f) the denominations in which the debt securities will be issuable (if other than denominations of $1,000 and any integral multiple thereof);

(h) whether the debt securities are to be issued in whole or in part in the form of one or more global debt securities and, if so, the identity of the depositary for the global debt securities;

(i) any addition to, modification or deletion of the events of defaults or covenants described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;

(j) the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on, the debt securities will be made;

Unless indicated differently in a prospectus supplement, we will pay interest on the debt security on each interest payment date to the person in whose name the debt security is registered as of the close of business on the regular record date relating to the interest payment date.

However, if we default in paying interest on a debt security, we will pay defaulted interest in either of the two following ways:

(a) We will first provide to the indenture trustee a payment date for the defaulted interest. Next, the indenture trustee will choose a special record date for determining which registered holders are entitled to the payment. The special record date will be between 10 and 15 days before the payment date we propose. Finally, we will pay the defaulted interest on the payment date to the registered holder of the debt security as of the close of business on the special record date.

(b) Alternatively, we may make payment in any other lawful manner of payment not inconsistent with the requirements of any securities exchange on which the debt securities are listed for trading provided the payment is not deemed impracticable by the indenture trustee. (See Section 307 of the indenture.)

Unless we indicate differently in a prospectus supplement, we will pay principal of and any premium on the debt securities at stated maturity, upon redemption or otherwise, upon presentation of the debt securities at the office of the indenture trustee, as our paying agent. Any other paying agent initially designated for the debt securities of a particular series will be named in the applicable prospectus supplement.

In our discretion, we may change the place of payment on the debt securities, and may remove any paying agent and may appoint one or more additional paying agents. (See Section 1002 of the indenture.)

You may have your debt securities divided into debt securities of smaller denominations (of at least $1,000) or combined into debt securities of larger denominations, as long as the total principal amount is not changed. This is called an “exchange.”

You may exchange or transfer debt securities at the office of the indenture trustee. The indenture trustee acts as our agent for registering debt securities in the names of holders and transferring debt securities. We may appoint another agent or act as our own agent for this purpose. The entity performing the role of maintaining the list of registered holders is called the “security registrar.” The security registrar will also perform transfers.

In our discretion, we may change the place for registration of transfer of the debt securities and may remove and/or appoint one or more additional security registrars. (See Sections 305 and 1002 of the indenture.)

Except as otherwise provided in a prospectus supplement, there will be no service charge for any transfer or exchange of the debt securities, but you may be required to pay a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange. We may block the transfer or exchange of (a) debt securities during a period of 15 days prior to giving any notice of redemption or (b) any debt security selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. (See Section 305 of the indenture.)

We will set forth any terms for the redemption of debt securities in a prospectus supplement. Unless we indicate differently in a prospectus supplement, and except with respect to debt securities redeemable at the option of the registered holder, debt securities will be redeemable upon notice by mail between 30 and 60 days prior to the redemption date. If less than all of the debt securities of any series or any tranche of a series are to be redeemed, the indenture trustee will select the debt securities to be redeemed. In the absence of any provision for selection, the indenture trustee will choose a method of random selection it deems fair and appropriate. (See Sections 1102, 1103 and 1104 of the indenture.)

Debt securities will cease to bear interest on the redemption date. We will pay the redemption price and any accrued interest once you surrender the debt security for redemption. (See Section 1105 of the indenture.) If only part of a debt security is redeemed, the indenture trustee will deliver to you a new debt security of the same series for the remaining portion without charge. (See Section 1106 of the indenture.)

We may make any redemption conditional upon the receipt by the paying agent, on or prior to the date fixed for redemption, of money sufficient to pay the redemption price. If the paying agent has not received the money by the date fixed for redemption, we will not be required to redeem the debt securities. (See Section 1104 of the indenture.)

An “event of default” occurs with respect to debt securities of any series if:

(a) we do not pay any interest on any debt securities of the applicable series within 30 days of the due date (following any deferral allowed under the terms of the debt securities and elected by us);

(b) we do not pay principal or premium on any debt securities of the applicable series on its due date;

(c) we do not make any sinking fund payment, when and as due by the terms of the debt security of the applicable series, and such default continues for a period of 60 days;

(d) we are in default in the performance or breach of a covenant (excluding covenants not applicable to the affected series) of the indenture for 90 days after we receive a written notice of default stating we are in breach and requiring remedy of the breach; the notice must be sent by either the indenture trustee or registered holders of at least 25% of the principal amount of debt securities of the affected series;

(e) we file for bankruptcy or other specified events in bankruptcy, insolvency, receivership or reorganization occur; or

(f) any other event of default specified in the applicable prospectus supplement for the applicable series occurs. (See Section 501 of the indenture.)

No event of default with respect to a series of debt securities under the indenture necessarily constitutes an event of default with respect to the debt securities of any other series issued under the indenture. The occurrence of an event of default may constitute an event of default under our bank credit agreement in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.

If an event of default occurs and is continuing with respect to any series of debt securities, then either the indenture trustee or the registered holders of not less than 25% in principal amount of the outstanding debt securities of that series may declare the principal amount of all of the debt securities of that series to be due and payable immediately. (See Section 502 of the indenture.)

After the declaration of acceleration has been made and before the indenture trustee has obtained a judgment or decree for payment of the money due on any series of debt securities, the registered holders of not less than a majority in aggregate principal amount of the outstanding debt securities of that series may rescind and annul the declaration and its consequences, if:

(2) the principal and any premium that have become due other than by the declaration of acceleration and overdue interest on these amounts;

(b) all events of default with respect to the affected series, other than the nonpayment of the principal that has become due solely by the declaration of acceleration, have been cured or waived as provided in the indenture. (See Section 502 of the indenture.)

For more information as to waiver of defaults, see “Waiver of Default and of Compliance” below.

If an event of default with respect to the debt securities of any series occurs and is continuing, the registered holders of a majority in principal amount of the outstanding debt securities of that series will have the right, subject to certain limitations in the indenture, to:

(a) direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee; or

(b) exercise any trust or power conferred on the indenture trustee with respect to the debt securities of the series.

If an event of default is continuing with respect to all the series of debt securities, the registered holders of a majority in aggregate principal amount of the outstanding debt securities of all the series considered as one class, and not the registered holders of the debt securities of any one of the series, will have the right to make such direction. These rights of registered holders to make such direction are subject to the following limitations:

(a) the registered holders’ directions will not conflict with any law or the indenture; and

(b) the registered holders’ directions may not involve the indenture trustee in personal liability where the indenture trustee believes indemnity is not adequate.

The indenture trustee may also take any other action it deems proper that is not inconsistent with the registered holders’ direction. (See Sections 512 and 603 of the indenture.)

In addition, the indenture provides that no registered holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture for the appointment of a receiver or for any other remedy under the indenture unless:

(a) that registered holder has previously given the indenture trustee written notice of a continuing event of default;

(b) the registered holders of not less than 25% in aggregate principal amount of the outstanding debt securities of all affected series, considered as one class, or in the case of an event of default of the character specified above in clause (a), (b) or (c) under “Events of Default,” that series, have made written request to the indenture trustee to institute proceedings in respect of that event of default and have offered the indenture trustee indemnity satisfactory to it against costs and liabilities incurred in complying with the request; and

(c) for 60 days after receipt of the notice, the indenture trustee has failed to institute a proceeding and no direction inconsistent with the request has been given to the indenture trustee during the 60-day period by the registered holders of a majority in aggregate principal amount of outstanding debt securities of all affected series, considered as one class, or in the case of an event of default of the character specified above in clause (a), (b) or (c) under “Events of Default,” that series.

Furthermore, no registered holder will be entitled to institute any action if the action would disturb or prejudice the rights of other registered holders. (See Sections 507 and 603 of the indenture.)

However, each registered holder has an absolute and unconditional right to receive payment when due and to bring a suit to enforce that right. (See Sections 507 and 508 of the indenture.)

The indenture trustee is required to give the registered holders of the debt securities notice of any default under the indenture to the extent required by the Trust Indenture Act, unless the default has been cured or waived; except that in the case of an event of default of the character specified above in clause (c) under “Events of Default,” no notice shall be given to the registered holders until at least 30 days after the occurrence thereof. (See Section 602 of the indenture.) The Trust Indenture Act currently permits the indenture trustee to withhold notices of default (except for certain payment defaults) if the indenture trustee in good faith determines the withholding of the notice to be in the interests of the registered holders.

We will furnish the indenture trustee with an annual statement as to our compliance with the conditions and covenants in the indenture. (See Section 1005 of the indenture.)

The registered holders of a majority in aggregate principal amount of the outstanding debt securities of all affected series (voting as one class) may waive, on behalf of the registered holders of all debt securities of all such series, any past default under the indenture, except a default in the payment of principal, premium or interest, or with respect to compliance with certain provisions of the indenture that cannot be amended without the consent of the registered holder of each outstanding debt security. (See Section 513 of the indenture.)

Compliance with some of the covenants in the indenture or otherwise provided with respect to debt securities may be waived by the registered holders of a majority in aggregate principal amount of the affected debt securities, considered as one class. (See Section 1006 of the indenture.)

Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial Covenants

Subject to the provisions described in the next paragraph, we will preserve our corporate existence. (See Section 1004 of the indenture.)

We have agreed not to consolidate with or merge into any other entity or convey, transfer or lease our properties and assets substantially as an entirety to any entity, unless:

(a) the entity formed by the consolidation or into which we are merged, or the entity which acquires by conveyance or transfer or which leases our property and assets substantially as an entirety, is an entity organized and existing under the laws of the United States of America or any State of the United States or the District of Columbia, and expressly assumes, by supplemental indenture, the due and punctual payment of the principal, premium and interest on all the outstanding debt securities and the performance of all of our covenants under the indenture; and

(b) immediately after giving effect to the transactions, no event of default, and no event which after notice or lapse of time or both would become an event of default, will have occurred and be continuing. (See Section 801 of the indenture.)

The indenture contains no financial or other similar restrictive covenants. Any such covenants with respect to any particular series of debt securities will be set forth in the applicable prospectus supplement.

Without the consent of any registered holders of debt securities, we and the applicable indenture trustee may enter into one or more supplemental indentures for any of the following purposes:

(b) to add one or more covenants or other provisions for the benefit of the registered holders of all or any series or tranche of debt securities, or surrender any right or power conferred upon us;

(d) to change or eliminate any provision of the indenture or to add any new provision to the indenture that does not adversely affect the interests of the registered holders;

(f) to establish the form or terms of debt securities of any series or tranche or any debt securities guarantees as permitted by the indenture;

(h) to evidence and provide for the acceptance of appointment of a separate or successor indenture trustee;

(i) to provide for the procedures required to permit the utilization of a noncertificated system of registration for any series or tranche of debt securities;

(k) to cure any ambiguity, defect or inconsistency or to make any other provisions with respect to matters or questions arising under the indenture that do not adversely affect the interests of the registered holders in any material respect. (See Section 901 of the indenture.)

If the Trust Indenture Act is amended after the date of the indenture so as to require changes to the indenture or so as to permit changes to, or the elimination of, provisions that, at the date of the indenture or at any time thereafter, were required by the Trust Indenture Act to be contained in the indenture, the indenture will be deemed to have been amended to conform to the amendment or to effect the changes or elimination, and we and the applicable indenture trustee may, without the consent of any registered holders, enter into one or more supplemental indentures to effect or evidence the amendment.

We and the indenture trustee may, with some exceptions, amend or modify any indenture with the consent of the registered holders of at least a majority in aggregate principal amount of the debt securities of all series affected by the amendment or modification (voting as one class). However, no amendment or modification may, without the consent of the registered holder of each outstanding debt security affected thereby:

(a) change the stated maturity of the principal or interest on any debt security (other than pursuant to the terms of the debt security), or reduce the principal amount, interest or premium payable or change the currency in which any debt security is payable, or impair the right to bring suit to enforce any payment;

(b) reduce the percentages of registered holders whose consent is required for any supplemental indenture or waiver or reduce the requirements for quorum and voting under the indenture; or

(c) modify certain of the provisions in the indenture relating to supplemental indentures and waivers of certain covenants and past defaults.

A supplemental indenture that changes or eliminates any provision of the indenture expressly included solely for the benefit of registered holders of debt securities of one or more particular series or tranches will be deemed not to affect the rights under the indenture of the registered holders of debt securities of any other series or tranche. (See Section 902 of the indenture.)

The indenture provides that some debt securities, including those for which payment or redemption money has been deposited or set aside in trust, will not be deemed to be outstanding in determining whether the registered holders of the requisite principal amount of the outstanding debt securities have given or taken any demand, direction, consent or other action under the indenture as of any date, or are present at a meeting of registered holders for quorum purposes. (See Section 101 of the indenture.)

We will be entitled to set any day as a record date for the purpose of determining the registered holders of outstanding debt securities of any series entitled to give or take any demand, direction, consent or other action under the indenture, in the manner and subject to the limitations provided in the indenture. In some circumstances, the indenture trustee also will be entitled to set a record date for action by registered holders. If a record date is set for any action to be taken by registered holders of particular debt securities, the action may be taken only by persons who are registered holders of the respective debt securities on the record date. (See Section 104 of the indenture.)

The indenture provides, unless the terms of the particular series of debt securities provide otherwise, that we may, upon satisfying several conditions, cause ourselves to be:

(a) discharged from our obligations, with some exceptions, with respect to any series of debt securities, which we refer to as “defeasance”; and

(b) released from our obligations under specified covenants with respect to any series of debt securities, which we refer to as “covenant defeasance.”

One condition we must satisfy is the irrevocable deposit with the indenture trustee, in trust, of money or government obligations that, through the scheduled payment of principal and interest on those obligations, would provide sufficient moneys to pay the principal of and any premium and interest on those debt securities on the maturity dates of the payments or upon redemption.

The indentures permit defeasance with respect to any series of debt securities even if a prior covenant defeasance has occurred with respect to the debt securities of that series. Following a defeasance, payment of the debt securities defeased may not be accelerated because of an event of default. Following a covenant defeasance, payment of the debt securities may not be accelerated by reference to the specified covenants affected by the covenant defeasance. However, if an acceleration were to occur, the realizable value at the acceleration date of the money and government obligations in the defeasance trust could be less than the principal and interest then due on the respective debt securities, since the required deposit in the defeasance trust would be based upon scheduled cash flows rather than market value, which would vary depending upon interest rates and other factors.

We have agreed to pay the indenture trustee specified compensation for all services to be rendered by it under the indenture, and to reimburse the indenture trustee for expenses, disbursements and advances incurred, including but not limited to reasonable legal fees and expenses of its counsel, by it in accordance with the indenture, except for those attributable to its negligence, willful misconduct or bad faith.

In addition, we have agreed to fully indemnify the indenture trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust under the indenture, including the costs and expenses of defending itself against any claims or liability in connection with the performance of its powers or duties under the indenture.

The indenture trustee may resign at any time by giving written notice to us. The indenture trustee may also be removed by act of the registered holders of a majority in principal amount of the then outstanding debt securities of any series. No resignation or removal of the indenture trustee and no appointment of a successor indenture trustee will become effective until the acceptance of appointment by a successor indenture trustee in accordance with the requirements of the indenture.

Under some circumstances, we may appoint a successor indenture trustee and, if the successor accepts, the indenture trustee will be deemed to have resigned. (See Section 610 of the indenture).

Unless we indicate differently in a prospectus supplement, any subordinated debt securities will be subordinated in the following manner. If our assets are distributed upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of, premium, if any, and interest on any subordinated debt securities will be subordinated, to the extent provided in the subordinated indenture and the applicable supplemental indenture, to the prior payment in full of all senior indebtedness, including senior debt securities. However, our obligation to pay principal, and premium, if any, or interest on the subordinated debt securities will not otherwise be affected. No payment on account of principal, or premium, if any, sinking fund or interest may be made on the subordinated debt securities at any time when there is a default in the payment of principal, premium, if any, sinking fund or interest on senior indebtedness. If, while we are in default on senior indebtedness, any payment is received by the indenture trustee under the subordinated debt security indenture or the holders of any of the subordinated debt securities before we have paid all senior indebtedness in full, the payment or distribution must be paid over to the holders of the unpaid senior indebtedness or applied to the repayment of the unpaid senior indebtedness. Subject to paying the senior indebtedness in full, the holders of the subordinated debt securities will be subrogated to the rights of the holders of the senior indebtedness to the extent that payments are made to the holders of senior indebtedness out of the distributive share of the subordinated debt securities.

Due to the subordination, if our assets are distributed upon insolvency, some or all of our general creditors may recover more, ratably, than holders of subordinated debt securities. The subordinated indenture or applicable supplemental indenture may state that its subordination provisions will not apply to money and securities held in trust under the satisfaction and discharge, and the legal defeasance provisions of the subordinated indenture.

If this prospectus is being delivered in connection with the offering of a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference in it will set forth the approximate amount of senior indebtedness outstanding as of a recent date.

The terms and conditions of any debt securities being offered that are convertible into shares of our stock will be set forth in a prospectus supplement. These terms will include, among other things, the class or series of shares into which the debt securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, or at the option of the holder or us, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event that the debt securities are redeemed.

The indentures and the related debt securities will be governed by and construed in accordance with the laws of the State of New York.

The following description of our common stock and preferred stock is only a summary and is qualified in its entirety by reference to applicable law, our certificate of incorporation, bylaws and participating preferred stock rights plan. Therefore, you should carefully read the more detailed provisions of our Sixth Restated Certificate of Incorporation, which we refer to as the “Restated Certificate,” our Amended and Restated By-laws, which we refer to as our “Bylaws,” and our Stockholder Protection Rights Agreement, dated February 4, 1999, between us and First Chicago Trust Company of New York, as rights agent, which we refer to as our “Rights Plan,” which are publicly filed with the SEC and copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. See “Incorporation of Certain Documents by Reference.”

Pursuant to our Restated Certificate, our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.10 per share, and 10,000,000 shares of preferred stock, par value $0.10 per share. At October 15, 2008, we had 62,665,869 shares of common stock outstanding and no shares of preferred stock outstanding.

Subject to any preferential rights that our board of directors may grant in connection with the future issuance of preferred stock, each holder of common stock is entitled to one vote per share on all matters voted upon by the stockholders. Each holder of common stock is entitled to receive ratably any dividends declared on the common stock by the board of directors from funds legally available for distribution. In the event of our liquidation, dissolution or winding up, after we pay all debts and other liabilities and any liquidation preference on the preferred stock, each holder of common stock would be entitled to share ratably in all of our remaining assets. The common stock has no subscription, redemption, conversion or preemptive rights. All shares of common stock are fully paid and nonassessable.

Under the Restated Certificate, our board of directors may, by resolution without stockholder approval, provide for the issuance of shares of preferred stock from time to time, in one or more classes or series having such designations, powers, preferences, rights, qualifications, limitations and restrictions as the board of directors may determine, including, but not limited to, the following:

All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable and will not have any preemptive or similar rights. Our board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of discouraging a takeover or other transaction that might involve a premium price for holders of the shares or that holders might believe to be in their best interests.

We will set forth in a prospectus supplement relating to the class or series of preferred stock being offered the terms of the preferred stock.

Our Restated Certificate, Bylaws and Rights Plan contain provisions that may make it more difficult and time-consuming for a third party to effect a change of control of our company. Such provisions may also have an adverse effect on the ability of stockholders to influence the governance of our company.

Our Restated Certificate and Bylaws divide the members of our board of directors into three classes serving three-year staggered terms. The classification of directors makes it more difficult for our stockholders to change the composition of our board. The affirmative vote of the holders of at least 66²/3% of the shares entitled to vote is required to alter or repeal the provision related to the classification of our board.

On February 4, 1999, our board of directors adopted the Rights Plan and declared a dividend distribution of one right on each outstanding share of our common stock. Stockholders may transfer the rights with the common stock only until they become exercisable. Each right entitles stockholders to buy, under certain circumstances, one one-hundredth of a share of a new series of participating preferred stock at an exercise price of $200.

Generally, the rights become exercisable only if a person or group (subject to certain exceptions stated in the Rights Plan, an “acquiring person”) acquires 15% or more of the then outstanding shares of common stock or announces a tender offer which would result in ownership by a person or group of 15% or more of the then outstanding shares of common stock (a “flip-in event”). Upon a flip-in event, each right automatically converts to a right to buy at the right’s then current exercise price, a number of shares of our common stock having a then current market value of twice the right’s exercise price. Any rights, however, that are owned by an acquiring person on or after the date such acquiring person becomes an acquiring person, will be void and unexercisable.

If we are acquired in a merger or certain other business combination transactions after a flip-in event (a “flip-over event”), each right entitles its holder to purchase (except voided rights held by the acquiring person), at the right’s then current exercise price, a number of shares of the acquiring person’s common stock having a then current market value of twice the right’s exercise price.

Following a flip-in event and prior to the acquisition of 50% or more of our common stock by the acquiring person, our board of directors may exchange the rights (except voided rights held by the acquiring person), in whole or in part, at an exchange ratio described in the Rights Plan.

Prior to a flip-in event, the rights are redeemable for $0.01 per right at the option of the board of directors.

As a corporation organized under the laws of the State of Delaware, we are subject to Section 203 of the Delaware General Corporation Law, which restricts certain business combinations between us and an “interested stockholder” (in general, a stockholder owning 15% or more of our outstanding voting stock) or that stockholder’s affiliates or associates for a period of three years following the date on which the stockholder becomes an “interested stockholder.” The restrictions do not apply if:

Computershare Trust Company, N.A. is the registrar and transfer agent for the common stock.

We may issue depositary shares, each of which will represent a fractional interest of a share of a particular series of preferred stock, as specified in the applicable prospectus supplement. We will deposit with a depositary (the “preferred stock depositary”) shares of preferred stock of each series represented by depositary shares. We will enter into a deposit agreement (each a “deposit agreement”) with the preferred stock depositary and holders from time to time of the depositary receipts issued by the preferred stock depositary that evidence the depositary shares (“depositary receipts”). Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the holder’s fractional interest in the preferred stock, to all the rights and preferences of the series of the preferred stock represented by the depositary shares (including dividend, voting, conversion, redemption and liquidation rights).

Immediately after we issue and deliver the preferred stock to a preferred stock depositary, we will cause the preferred stock depositary to issue the depositary receipts on our behalf. You may obtain copies of the applicable form of deposit agreement and depositary receipt from us upon request. The statements made in this section relating to the deposit agreement and the depositary receipts are summaries of certain anticipated provisions. These summaries are not complete and we may modify them in a prospectus supplement. For more detail we refer you to the deposit agreement itself, which we will file as an exhibit to the registration statement.

The preferred stock depositary will distribute all cash dividends or other cash distributions received in respect of the preferred stock to the record holders of depositary receipts in proportion to the number of depositary receipts owned by the holders, subject to the obligations of holders to file proofs, certificates and other information and to pay certain charges and expenses to the preferred stock depositary.

In the event of a distribution other than in cash, the preferred stock depositary will distribute property received by it to the record holders of depositary receipts in proportion to the number of the depositary receipts owned by the holders, unless the preferred stock depositary determines that it is not feasible to make the distribution, in which case the preferred stock depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders.

No distribution will be made in respect of any depositary share that represents any preferred stock converted into other securities.

Upon surrender of the depositary receipts at the corporate trust office of the preferred stock depositary (unless we have previously called for redemption or converted into other securities the related depositary shares), the holders will be entitled to delivery at that office of the number of whole or fractional shares of the preferred stock and any money or other property represented by the depositary shares. Holders of depositary receipts will be entitled to receive shares of the related preferred stock as specified in the applicable prospectus supplement, but holders of the shares of preferred stock will not thereafter be entitled to receive depositary shares.

Whenever we redeem shares of preferred stock held by the preferred stock depositary, the preferred stock depositary will concurrently redeem the number of depositary shares representing shares of the preferred stock so redeemed, provided we have paid the applicable redemption price for the preferred stock to be redeemed plus an amount equal to any accrued and unpaid dividends to the date fixed for redemption. The redemption price per

depositary share will be equal to the corresponding proportion of the redemption price and any other amounts per share payable with respect to the preferred stock. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected pro rata (as nearly as may be practicable without creating fractional depositary shares) or by any other equitable method determined by us.

Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the preferred stock depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts. Each record holder of these depositary receipts on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the preferred stock depositary as to the exercise of the voting rights pertaining to the amount of preferred stock represented by the holder’s depositary shares. The preferred stock depositary will vote the amount of preferred stock represented by the depositary shares in accordance with the instructions, and we will agree to take all reasonable action necessary to enable the preferred stock depositary to do so. The preferred stock depositary will abstain from voting the amount of preferred stock represented by the depositary shares for which it does not receive specific instructions from the holders of depositary receipts evidencing the depositary shares. The preferred stock depositary will not be responsible for any failure to carry out any instruction to vote or for the manner or effect of any vote made, as long as the action or non-action is in good faith and does not result from the preferred stock depositary’s negligence or willful misconduct.

If we voluntarily or involuntarily liquidate, dissolve or wind up, the holders of each depositary receipt will be entitled to the fraction of the liquidation preference accorded each share of preferred stock represented by the depositary shares, as set forth in the applicable prospectus supplement.

The depositary shares, as such, are not convertible into common stock or any of our other securities or property. Nevertheless, if we so specify in the applicable prospectus supplement relating to an offering of depositary shares, holders may surrender depositary receipts to the preferred stock depositary with written instructions to the preferred stock depositary to instruct us to convert the preferred stock represented by the depositary shares into whole shares of common stock, other shares of our preferred stock or other shares of stock. We have agreed that upon receipt of the instructions and any amounts payable, we will convert the depositary shares using the same procedures as those provided for converting preferred stock. If the depositary shares evidenced by a depositary receipt are to be converted in part only, the preferred stock depositary will issue a new depositary receipt for any depositary shares not converted. No fractional shares of common stock will be issued upon conversion, and if the conversion would result in a fractional share being issued, we will pay an amount in cash equal to the value of the fractional interest based upon the closing price of the common stock on the last business day prior to the conversion.

We may amend the form of depositary receipt and any provision of the deposit agreement at any time by agreement between us and the preferred stock depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts or that would be materially and adversely inconsistent with the rights granted to the holders of the related preferred stock will not be effective unless the holders of at least 66²/3% of the depositary shares evidenced by the depositary receipts then outstanding approve the amendment. No amendment will impair the right, subject to the exceptions set forth in the depositary agreement, of any holder of depositary receipts to surrender any depositary receipt with instructions to deliver to the holder the related preferred stock and all money and other property, if any, represented by the depositary receipt, except in order to comply with law. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective will be deemed, by continuing to hold the receipt, to consent and agree to the amendment and to be bound by the deposit agreement as amended.

We may terminate the deposit agreement upon not less than 30 days’ prior written notice to the preferred stock depositary if a majority of each series of preferred stock affected by the termination consents to the termination. Upon termination, the preferred stock depositary will deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by the holder, the number of whole or fractional shares of preferred stock represented by the depositary shares evidenced by the depositary receipts together with any other property held by the preferred stock depositary with respect to the depositary receipt.

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit agreement. In addition, we will pay the fees and expenses of the preferred stock depositary in connection with the performance of its duties under the deposit agreement. However, holders of depositary receipts will pay the fees and expenses of the preferred stock depositary for any duties requested by the holders to be performed which are outside of those expressly provided for in the deposit agreement.

The preferred stock depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the preferred stock depositary. Any such resignation or removal will take effect upon our appointment of a successor preferred stock depositary. We must appoint a successor preferred stock depositary within 60 days after delivery of the notice of resignation or removal, and any preferred stock depositary must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

The preferred stock depositary will forward to holders of depositary receipts any reports and communications the preferred stock depositary receives from us relating to the preferred stock.

We will not be liable, nor will the preferred stock depositary be liable, if we are prevented from or delayed in, by law or any circumstances beyond our control, performing our obligations under the deposit agreement. Our obligations and the obligations of the preferred stock depositary under the deposit agreement will be limited to performing our duties in good faith and without negligence (in the case of any action or inaction in the voting of preferred stock represented by the depositary shares), gross negligence or willful misconduct. We will not be obligated, nor will the preferred stock depositary be obligated, to prosecute or defend any legal proceeding in respect of any depositary receipts, depositary shares or shares of preferred stock represented thereby unless satisfactory indemnity is furnished to us. We may rely, and the preferred stock depositary may rely, on written advice of counsel or accountants, or information provided by persons presenting shares of preferred stock represented thereby for deposit, holders of depositary receipts or other persons we believe in good faith to be competent to give such information, and on documents we believe in good faith to be genuine and signed by a proper party.

In the event the preferred stock depositary receives conflicting claims, requests or instructions from holders of depositary receipts, on the one hand, and us, on the other hand, the preferred stock depositary will be entitled to act on such claims, requests or instructions received from us.

We may issue warrants to purchase debt securities (“debt warrants”), preferred stock (“preferred stock warrants”), depositary shares (“depositary shares warrants”) or common stock (“common stock warrants,” collectively with the debt warrants, the preferred stock warrants and the depositary shares warrants (“warrants”)). We may issue warrants independently or together with any other securities we offer pursuant to a prospectus supplement, and the warrants may be attached to or separate from the securities. We will issue each series of warrants under a separate warrant agreement that we will enter into with a bank or trust company as warrant agent. We will set forth additional terms of the warrants and the applicable warrant agreements in the applicable prospectus supplement.

We will describe in the applicable prospectus supplement the terms of the debt warrants being offered, the warrant agreement relating to the debt warrants and the debt warrant certificates representing the debt warrants, including the following:

Holders may exchange debt warrant certificates for new debt warrant certificates of different denominations, and may exercise debt warrants at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their debt warrants, holders of debt warrants will not have any of the rights of holders of the securities purchasable upon the exercise and will not be entitled to payments of principal, premium or interest on the securities purchasable upon the exercise.

We will describe in the applicable prospectus supplement the terms of the preferred stock warrants, depositary shares warrants and common stock warrants being offered, including the following:

Each warrant will entitle the holder of the warrant to purchase for cash at the exercise price set forth in the applicable prospectus supplement the principal amount of debt securities or shares of preferred stock, common stock or depositary shares being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants are void.

Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being offered. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the debt securities, depositary shares or shares of preferred stock or common stock purchasable upon the exercise. If less than all of the warrants represented by the warrant certificate are exercised, we will issue a new warrant certificate for the remaining warrants.

Unless we indicate differently in a supplemental prospectus, the securities initially will be issued in book-entry form and represented by one or more global notes or global securities (collectively, “global securities”). The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary (“DTC”), and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as “indirect participants,” that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a “beneficial owner,” is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below.

To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

So long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency in the Borough of Manhattan, the City of New York, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.

Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.

So long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below, we will have the option of paying interest by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee at least 15 days before the applicable payment date by the persons entitled to payment.

Redemption proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

Except under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in securities.

DTC may discontinue providing its services as securities depository with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, securities certificates are required to be printed and delivered.

As noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership interests in those securities. However, if:

we will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global securities.

We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this information.

We may sell the securities described in this prospectus from time to time in one or more transactions:

We may distribute the securities from time to time in one or more transactions at:

The applicable prospectus supplement will name any underwriter involved in a sale of securities. Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time at market prices or at negotiated prices. Underwriters may be deemed to have received compensation from us from sales of securities in the form of underwriting discounts or commissions and may also receive commissions from purchasers of securities for whom they may act as agent. Underwriters may be involved in any at-the-market offering of equity securities by or on our behalf.

Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.

Unless otherwise provided in a prospectus supplement, the obligations of any underwriters to purchase securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities if any are purchased.

We will name any agent involved in a sale of securities, as well as any commissions payable by us to such agent, in a prospectus supplement. Unless we indicate differently in the prospectus supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment.

If we utilize a dealer in the sale of the securities being offered pursuant to their prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If we so specify in the applicable prospectus supplement, we will authorize underwriters, dealers and agents to solicit offers by certain institutions to purchase the securities pursuant to contracts providing for payment and delivery on future dates. Such contracts will be subject to only those conditions set forth in the applicable prospectus supplement. The underwriters, dealers and agents will not be responsible for the validity or performance of the contracts. We will set forth in the prospectus supplement relating to the contracts the price to be paid for the securities, the commissions payable for solicitation of the contracts and the date in the future for delivery of the securities.

Underwriters, dealers and agents participating in a sale of the securities may be deemed to be underwriters as defined in the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions, under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses.

Underwriters or agents and their associates may be customers of, engage in transactions with or perform services for us or our affiliates in the ordinary course of business.

The validity of the securities offered by this prospectus will be passed upon for us by Latham & Watkins LLP, Los Angeles, California.

The consolidated financial statements and schedule of Beckman Coulter, Inc. and subsidiaries as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report on the 2007 consolidated financial statements refers to changes in the Company’s accounting for share-based compensation and defined benefit pension and other postretirement plans and the Company’s method of quantifying errors in 2006.


Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee(1)(2)
6.0% Senior Notes due 2015	$250,000,000	$13,950
7.0% Senior Notes due 2019	$250,000,000	$13,950
Total	$500,000,000	$27,900


	Initial public offering price	Underwriting discount	Proceeds, before expenses, to us
Per 2015 note	99.629%	0.625%	99.004%
Total	$249,072,500	$1,562,500	$247,510,000
Per 2019 note	99.471%	0.650%	98.821%
Total	$248,677,500	$1,625,000	$247,052,500



Citi	J.P. Morgan	Morgan Stanley

Banc of America Securities LLC

Co-Managers


		Page

About this prospectus supplement		S-ii

Forward-looking statements		S-ii

Offering summary		S-1

Risk factors		S-11

Use of proceeds		S-20

Capitalization		S-21

Description of notes		S-22


		Page

Certain United States federal income tax consequences		S-41

Underwriting		S-46

Legal matters		S-49

Experts		S-49

Where you can find more information		S-49

Documents incorporated by reference		S-50


		Page

About this prospectus		1

Where you can find more information		1

Incorporation of certain documents by reference		1

Forward-looking statements		2

Risk factors		4

Beckman Coulter		4

Use of proceeds		4

Ratio of earnings to fixed charges		4


		Page

Description of securities		4

Description of debt securities		5

Description of common stock and preferred stock		14

Description of depositary shares		17

Description of warrants		21

Global securities		23

Plan of distribution		26

Validity of securities		27

Experts		27


	March 31, 2009
(in millions, except share data)	Actual		Adjusted
Cash and cash equivalents(1)	$147.7		$640.7

Short-term borrowings	$ 14.0		$ 14.0
Current maturities of long-term debt	4.1		4.1

Total short-term debt	18.1		18.1


Long-term debt, excluding current maturities:
Convertible notes, unsecured, due 2036	598.6		598.6
Senior Notes, unsecured, due 2011	235.0		235.0
Debentures, unsecured, due 2026	36.2		36.2
Revolving credit facility(2)	-		-
Other long-term debt	34.4		34.4
Deferred gains on terminated interest rate swaps	4.4		4.4
Embedded derivative on convertible notes	0.8		0.8
Unamortized debt discounts and issuance costs	(85.0	)	(92.0	)
2015 notes offered hereby	-		250.0
2019 notes offered hereby	-		250.0

Total long-term debt	824.4		1,317.4
Less current maturities	(4.1	)	(4.1	)

Total long-term debt, less current maturities	820.3		1,313.3


Stockholders’ equity
Preferred stock, $0.10 par value; authorized 10.0 million shares; none issued	-		-
Common stock, $0.10 par value; authorized 300.0 million shares; shares issued 69.0 million at March 31, 2009; shares outstanding 63.3 million at March 31, 2009	6.9		6.9
Additional paid-in capital	626.9		626.9
Retained earnings	1,391.4		1,391.4
Accumulated other comprehensive loss	(224.2	)	(224.2	)
Treasury stock, at cost: 5.3 million common shares at March 31, 2009	(314.6	)	(314.6	)
Common stock held in grantor trust, at cost: 0.4 million common shares at March 31, 2009	(20.6	)	(20.6	)
Grantor trust liability	20.6		20.6

Total stockholders’ equity	1,486.4		1,486.4

Total capitalization	$2,324.8		$2,817.8


Underwriter	Principal amount of 2015 notes	Principal amount of 2019 notes

Citigroup Global Markets Inc.	$ 75,000,000	$ 75,000,000

J.P. Morgan Securities Inc	75,000,000	75,000,000

Morgan Stanley & Co. Incorporated	75,000,000	75,000,000

Banc of America Securities LLC	5,000,000	5,000,000

Scotia Capital (USA) Inc.	7,500,000	7,500,000

Wachovia Capital Markets, LLC	5,000,000	5,000,000

Wedbush Morgan Securities Inc.	5,000,000	5,000,000

Standard Chartered Bank	2,500,000	2,500,000

Total	$250,000,000	$250,000,000