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Beckman Coulter (BEC)

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This excerpt taken from the BEC 8-K filed Aug 4, 2009.

Table of Contents


		Page
Independent Auditors’ Report		1

Combined Statement of Assets to be Acquired and Liabilities to be Assumed		2

Combined Statement of Direct Revenue and Expenses		3

Notes to Combined Abbreviated Financial Statements		4

This excerpt taken from the BEC DEF 14A filed Mar 5, 2009.

TABLE OF CONTENTS


		Page
Solicitation		1
Voting Information		2
Proposal 1: Elect Directors		5
Additional Information About the Board of Directors		6
2008 Director Compensation		8
Corporate Governance		12
Nominating and Corporate Governance Committee		14
Organization and Compensation Committee		16
Organization and Compensation Committee Report		17
Organization and Compensation Committee Interlocks and Insider Participation		17
Audit and Finance Committee		18
Audit and Finance Committee Report		18
Proposal 2: Ratify the Appointment of KPMG LLP as Independent Auditor		20
Proposal 3: Amend the 2007 Long-Term Performance Plan		20
Equity Compensation Plans		27
Compensation Discussion and Analysis		30
Summary Compensation Table		43
2008 Grants of Plan-Based Awards		45
Outstanding Equity Awards at 2008 Fiscal Year-End		48
2008 Option Exercises and Stock Vested		49
2008 Pension Benefits		50
2008 Nonqualified Deferred Compensation		52
Potential Payments Upon Termination or Change in Control		54
Security Ownership of Certain Beneficial Owners and Management		58
Annual Report		60
Deadline for Stockholder Proposals		60
Other Business		61

These excerpts taken from the BEC 10-K filed Feb 23, 2009.

TABLE OF CONTENTS


		Page
ARTICLE I.	TITLE AND DEFINITIONS	2

1.1 -Title		2

1.2 -Definitions		2

ARTICLE II.	ELIGIBILITY	8

2.1 -Eligibility Requirements		8

ARTICLE III.	BENEFITS PAYABLE UNDER THE PLAN	10

3.1 -Separation Benefit Payable Under the Plan		10

3.2 -Payment of Separation Benefit		12

3.3 -Inability to Locate Participant		14

ARTICLE IV.	PLAN ADMINISTRATION	16

4.1 -Powers and Duties of the Administrator		16

4.2 -Transmittal of Information		20

4.3 -Compensation, Expenses, Indemnity and Liability		20

4.4 -Manner of Administering		21

ARTICLE V.	AMENDMENT AND TERMINATION	22

5.1 -Amendments and Termination		22

5.2 -Discontinuance or Termination of Plan		22

ARTICLE VI.	MISCELLANEOUS	23

6.1 -Limitation on Eligible Employees’ Rights		23

6.2 -Unsecured General Creditor		23

6.3 -Withholding		24

6.4 -Restriction Against Alienation		24

6.5 -Governing Law		24

6.6 -Headings, etc., Not Part of Agreement		25

6.7 -Instrument in Counterparts		25

6.8 -Reorganization of the Company		25

6.9 -Construction		25

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TABLE OF CONTENTS

(continued)


		Page
APPENDIX A - PARTICIPATION BY AGENCOURT EMPLOYEES		27

APPENDIX B - SPECIAL RULES RELATED TO 2005 REORGANIZATION		28

APPENDIX C - EXECUTIVE SEVERANCE PAY PROVISIONS		30

APPENDIX D - PARTICIPATION BY DAKO COLORADO EMPLOYEES AND SPECIAL TRANSITIONARY RULES		33

APPENDIX E - SEPARATION BENEFITS FOR LAYOFFS ANNOUNCED PRIOR TO JUNE 16, 2008		35

APPENDIX F - OFFER LETTER SEVERANCE PAY PROVISIONS		38

-ii-

TABLE OF CONTENTS


		Page number
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	83
Item 9A.	Controls and Procedures	83
Item 9B.	Other Information	83
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	85
Item 11.	Executive Compensation	85
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions and Director Independence	85
Item 14.	Principal Accounting Fees and Services	85
Part IV
Item 15.	Exhibits, Financial Statement Schedules	86


2		BEC 2008 FORM 10-K

The “Business” section below and other parts of this Annual Report on Form 10-K (“Form 10-K”) contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking statements are located in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section below. 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,” “might,” or the negative thereof or comparable terminology, and may include, without limitation, information regarding our expectations, goals or intentions regarding the future. 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 in the section below entitled “Risk Factors” under Part I, Item 1A of this Form 10-K. All forward-looking statements in this Form 10-K are made as of the date hereof and we assume no obligation to update any forward-looking statement, except as required by law.

TABLE OF CONTENTS

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		Page number
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	83
Item 9A.	Controls and Procedures	83
Item 9B.	Other Information	83
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	85
Item 11.	Executive Compensation	85
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions and Director Independence	85
Item 14.	Principal Accounting Fees and Services	85
Part IV
Item 15.	Exhibits, Financial Statement Schedules	86


2		BEC 2008 FORM 10-K

The “Business” section below and other parts of this Annual Report on Form 10-K
(“Form 10-K”) contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking
statements are located in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section below. 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,” “might,” or the negative thereof or comparable terminology, and may include, without limitation, information regarding our expectations, goals or intentions regarding the future.
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 in the section below entitled “Risk Factors” under Part I, Item 1A of this Form 10-K. All forward-looking statements in this Form 10-K are made as of the date hereof and we assume no obligation to update any
forward-looking statement, except as required by law.

This excerpt taken from the BEC DEF 14A filed Mar 21, 2008.

TABLE OF CONTENTS


		Page
SOLICITATION		1
VOTING INFORMATION		2
PROPOSAL 1: ELECTION OF DIRECTORS		4
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS		6
DIRECTOR COMPENSATION - CALENDAR 2007		8
CORPORATE GOVERNANCE		12
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		14
AUDIT AND FINANCE COMMITTEE		16
AUDIT AND FINANCE COMMITTEE REPORT		16
ORGANIZATION AND COMPENSATION COMMITTEE		18
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION		19
ORGANIZATION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		19
PROPOSAL 2: RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2008		20
EXECUTIVE COMPENSATION		21
COMPENSATION DISCUSSION AND ANALYSIS		21
SUMMARY COMPENSATION TABLE		31
GRANTS OF PLAN-BASED AWARDS IN CALENDAR 2007		34
OUTSTANDING EQUITY AWARDS AT CALENDAR 2007 YEAR-END		38
OPTION EXERCISES AND STOCK VESTED IN CALENDAR 2007		41
PENSION BENEFITS - CALENDAR 2007		42
NONQUALIFIED DEFERRED COMPENSATION - CALENDAR 2007		45
EQUITY COMPENSATION PLANS		47
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		54
ANNUAL REPORT		56
DEADLINE FOR STOCKHOLDER PROPOSALS		56
OTHER BUSINESS		57

These excerpts taken from the BEC 10-K filed Feb 29, 2008.

TABLE OF CONTENTS


			Page number
Part I
	Item 1.	Business	3
	Item 1A.	Risk Factors	13
	Item 1B.	Unresolved Staff Comments	15
	Item 2.	Properties	15
	Item 3.	Legal Proceedings	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
	Item 6.	Selected Financial Data	23
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 8.	Financial Statements and Supplementary Data	45
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	85
	Item 9A.	Controls and Procedures	85
	Item 9B.	Other Information	85
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	87
	Item 11.	Executive Compensation	87
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
	Item 13.	Certain Relationships and Related Transactions and Director Independence	87
	Item 14.	Principal Accountant Fees and Services	87
Part IV
	Item 15.	Exhibits and Financial Statement Schedules	88

Part I

TABLE OF CONTENTS


			Page number
Part I
	Item 1.	Business	3
	Item 1A.	Risk Factors	13
	Item 1B.	Unresolved Staff Comments	15
	Item 2.	Properties	15
	Item 3.	Legal Proceedings	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
	Item 6.	Selected Financial Data	23
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 8.	Financial Statements and Supplementary Data	45
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	85
	Item 9A.	Controls and Procedures	85
	Item 9B.	Other Information	85
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	87
	Item 11.	Executive Compensation	87
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
	Item 13.	Certain Relationships and Related Transactions and Director Independence	87
	Item 14.	Principal Accountant Fees and Services	87
Part IV
	Item 15.	Exhibits and Financial Statement Schedules	88

Part I

This excerpt taken from the BEC 8-K filed Nov 6, 2007.

Table of Contents


		Page
ARTICLE I
AMOUNTS AND TERMS OF THE PURCHASE

Section 1.1.	Purchase of Receivables	1
Section 1.2.	Payment for the Receivables	2
Section 1.3.	Purchase Price Credit Adjustments	4
Section 1.4.	Payments and Computations, Etc	4
Section 1.5.	Transfer of Records	4
Section 1.6.	Characterization	5

ARTICLE II
REPRESENTATIONS AND WARRANTIES

Section 2.1.	Representations and Warranties of Buyer	6
Section 2.2.	Representations and Warranties of Originator	7

ARTICLE III
CONDITIONS OF PURCHASE

Section 3.1.	Conditions Precedent to Purchase	10
Section 3.2.	Conditions Precedent to Subsequent Payments	10

ARTICLE IV
COVENANTS

Section 4.1.	Affirmative Covenants of Originator	10
Section 4.2.	Negative Covenants of Originator	14

ARTICLE V
TERMINATION EVENTS

Section 5.1.	Termination Events	16
Section 5.2.	Remedies	17

ARTICLE VI
INDEMNIFICATION

Section 6.1.	Indemnities by Originator	17
Section 6.2.	Other Costs and Expenses	19

ARTICLE VII
MISCELLANEOUS

Section 7.1.	Waivers and Amendments	19
Section 7.2.	Notices	19
Section 7.3.	Protection of Ownership Interests of Buyer	20
Section 7.4.	Confidentiality	20

Table of Contents

(continued)


		Page
Section 7.5.	Bankruptcy Petition	21
Section 7.6.	CHOICE OF LAW	21
Section 7.7.	CONSENT TO JURISDICTION	21
Section 7.8.	WAIVER OF JURY TRIAL	21
Section 7.9.	Integration; Binding Effect; Survival of Terms	21
Section 7.10.	Counterparts; Severability; Section References	22

EXCERPTS ON THIS PAGE:

8-K	Aug 4, 2009

DEF 14A	Mar 5, 2009

10-K (3 sections)	Feb 23, 2009

DEF 14A	Mar 21, 2008

10-K (2 sections)	Feb 29, 2008

8-K	Nov 6, 2007

Beckman Coulter (BEC)

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