##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-25317
 
 LIFE TECHNOLOGIES CORPORATION
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    33-0373077(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)5791 Van Allen Way, Carlsbad, CA
    
    92008(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (760) 603-7200
 
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsITEM 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsITEM 3. Quantitative and Qualitative Disclosures About Market RiskITEM 4. Controls and ProceduresPART II. OTHER INFORMATIONITEM 1. Legal ProceedingsITEM 1A. Risk FactorsITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsITEM 3. Defaults Upon Senior SecuritiesITEM 4. Submission of Matters to a Vote of Security HoldersITEM 5. Other InformationITEM 6. Exhibits and Reports on Form 8-KSIGNATURESINDEX TO EXHIBITSEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    347,687
    
    
    $
    335,930Short-term investments
    
    
    7,679
    
    
    
    Restricted cash and investments
    
    
    109,951
    
    
    
    112,387Trade accounts receivable, net of allowance for doubtful accounts of $12,372 and
$14,649, respectively
    
    
    570,502
    
    
    
    580,907Inventories, net
    
    
    376,760
    
    
    
    420,029Deferred income tax assets
    
    
    18,471
    
    
    
    25,563Prepaid expenses and other current assets
    
    
    123,729
    
    
    
    137,355Total current assets
    
    
    1,554,779
    
    
    
    1,612,171Long-term investments (includes $35,600 and $35,600 measured at fair value, respectively)
    
    
    484,183
    
    
    
    490,853Property and equipment, net
    
    
    747,546
    
    
    
    748,056Goodwill
    
    
    3,601,817
    
    
    
    3,574,779Intangible assets, net
    
    
    2,234,895
    
    
    
    2,291,767Deferred income tax assets
    
    
    21,249
    
    
    
    Other assets
    
    
    172,705
    
    
    
    181,133Total assets
    
    $
    8,817,174
    
    
    $
    8,898,759LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    97,500
    
    
    $
    80,000Accounts payable
    
    
    205,778
    
    
    
    204,279Restructuring accrual
    
    
    62,443
    
    
    
    69,099Deferred compensation and related benefits
    
    
    190,522
    
    
    
    231,851Deferred revenues and reserves
    
    
    100,441
    
    
    
    81,166Accrued expenses and other current liabilities
    
    
    187,754
    
    
    
    235,418Accrued income taxes
    
    
    44,568
    
    
    
    105,429Total current liabilities
    
    
    889,006
    
    
    
    1,007,242Long-term debt
    
    
    3,369,372
    
    
    
    3,396,420Pension liabilities
    
    
    199,245
    
    
    
    201,833Deferred income tax liabilities
    
    
    695,305
    
    
    
    674,215Income taxes payable
    
    
    70,715
    
    
    
    65,128Other long-term obligations, deferred credits and reserves
    
    
    100,234
    
    
    
    97,383Total liabilities
    
    
    5,323,877
    
    
    
    5,442,221Commitments and contingencies (Note 6)Stockholders equity:Preferred stock; $0.01 par value, 6,405,884 shares authorized; no shares issued or
outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 400,000,000 shares authorized; 190,099,386 and
189,629,084 shares issued, respectively
    
    
    1,901
    
    
    
    1,896Additional paid-in-capital
    
    
    4,530,771
    
    
    
    4,508,259Accumulated other comprehensive loss
    
    
    (99,356
    )
    
    
    (98,807
    )Retained earnings
    
    
    25,214
    
    
    
    9,610Less cost of treasury stock: 16,187,675 and 16,158,839 respectively
    
    
    (965,233
    )
    
    
    (964,420
    )Total stockholders equity
    
    
    3,493,297
    
    
    
    3,456,538Total liabilities and stockholders equity
    
    $
    8,817,174
    
    
    $
    8,898,759
  2




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LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 For the three monthsended March 31,2009
    
    
    2008(Unaudited)Revenues
    
    $
    775,737
    
    
    $
    350,218Cost of revenues
    
    
    320,159
    
    
    
    114,555Purchased intangibles amortization
    
    
    70,892
    
    
    
    16,903Gross profit
    
    
    384,686
    
    
    
    218,760Operating expenses:Selling, general and administrative
    
    
    241,095
    
    
    
    113,733Research and development
    
    
    80,320
    
    
    
    30,633Business integration costs
    
    
    27,398
    
    
    
    501Total operating expenses
    
    
    348,813
    
    
    
    144,867Operating income
    
    
    35,873
    
    
    
    73,893Other income (expense):Interest income
    
    
    1,416
    
    
    
    8,924Interest expense
    
    
    (48,136
    )
    
    
    (17,125
    )Other income
    
    
    206
    
    
    
    1,794Total other expense, net
    
    
    (46,514
    )
    
    
    (6,407
    )Income
(loss) from continuing operations, before provision for income taxes
    
    
    (10,641
    )
    
    
    67,486Income tax benefit (provision)
    
    
    26,245
    
    
    
    (15,367
    )Net income from continuing operations
    
    
    15,604
    
    
    
    52,119Net income from discontinued operations, net of tax
    
    
    
    
    
    
    1,358Net income
    
    $
    15,604
    
    
    $
    53,477Basic earnings per common share:Net income from continuing operations
    
    $
    0.09
    
    
    $
    0.56Net income from discontinued operations
    
    
    
    
    
    
    0.01Net income
    
    $
    0.09
    
    
    $
    0.57Weighted average shares outstanding
    
    
    173,713
    
    
    
    92,868Diluted earnings per common share:Net income from continuing operations
    
    $
    0.09
    
    
    $
    0.53Net income from discontinued operations
    
    
    
    
    
    
    0.01Net income
    
    $
    0.09
    
    
    $
    0.54Weighted average shares outstanding
    
    
    175,380
    
    
    
    97,864
  3




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LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the three monthsended March 31,2009
    
    
    2008(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    15,604
    
    
    $
    53,477Adjustments to reconcile net income to net cash provided by operating activities, net of
effects of businesses acquired and divested:Depreciation
    
    
    27,263
    
    
    
    9,492Amortization of intangible assets
    
    
    73,587
    
    
    
    16,903Amortization of deferred debt issue costs
    
    
    5,244
    
    
    
    804Amortization of purchased inventory adjustments
    
    
    61,175
    
    
    
    Amortization of purchased deferred revenue adjustments
    
    
    13,162
    
    
    
    Share-based compensation
    
    
    13,474
    
    
    
    11,474Deferred income taxes
    
    
    9,129
    
    
    
    8,696Loss on disposal of assets
    
    
    1,109
    
    
    
    338Debt discount amortization
    
    
    10,471
    
    
    
    9,797Other non-cash adjustments
    
    
    (210
    )
    
    
    644Changes in operating assets and liabilities:Trade accounts receivable
    
    
    (9,884
    )
    
    
    (4,088
    )Inventories
    
    
    (27,599
    )
    
    
    (13,999
    )Prepaid expenses and other current assets
    
    
    23,381
    
    
    
    (17
    )Other assets
    
    
    5,620
    
    
    
    1,102Accounts payable
    
    
    (4,188
    )
    
    
    (2,146
    )Accrued expenses and other liabilities
    
    
    (49,087
    )
    
    
    (24,358
    )Income taxes
    
    
    (63,882
    )
    
    
    (686
    )Net cash provided by operating activities
    
    
    104,369
    
    
    
    67,433CASH FLOWS FROM INVESTING ACTIVITIES:Maturities of available-for-sale securities
    
    
    
    
    
    
    24,930Purchases of available-for-sale securities
    
    
    (3,424
    )
    
    
    (2,769
    )Net cash paid for business combinations
    
    
    (17,322
    )
    
    
    (58,741
    )Net cash paid for asset purchases
    
    
    (13,540
    )
    
    
    Purchases of property and equipment
    
    
    (26,045
    )
    
    
    (11,478
    )Net cash used in investing activities
    
    
    (60,331
    )
    
    
    (48,058
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on long-term obligations
    
    
    (20,000
    )
    
    
    (116
    )Purchase of treasury stock
    
    
    (813
    )
    
    
    (100,000
    )Proceeds from issuance of common stock
    
    
    7,515
    
    
    
    12,421Net cash used in financing activities
    
    
    (13,298
    )
    
    
    (87,695
    )Effect of exchange rate changes on cash
    
    
    (18,983
    )
    
    
    7,609Net increase (decrease) in cash and cash equivalents
    
    
    11,757
    
    
    
    (60,711
    )Cash and cash equivalents, beginning of period
    
    
    335,930
    
    
    
    606,145Cash and cash equivalents, end of period
    
    $
    347,687
    
    
    $
    545,434
  4




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LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation
 Financial Statement Preparation
    Principles of Consolidation
  Reclassification
  Disclosures About Segments of an Enterprise and Related
Information
 Long-Lived Assets
  5




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Computation of Earnings Per Share
   
    
    Convertible subordinated notes and contingently convertible notes where the effect of
those securities is dilutive;
    
    Dilutive stock options;
    
    Dilutive restricted stock; and
    
    Employee Stock Purchase Plan (ESPP)
  Net Income
    
    
    Shares
    
    
    Earnings(in thousands, except per share data) (unaudited)
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per ShareThree Months Ended March 31, 2009Basic earnings per share:Net income from continuing operations
    
    $
    15,604Net income from discontinued operations, net of tax
    
    
    Total basic earnings
    
    $
    15,604
    
    
    
    173,713
    
    
    $
    0.09Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    1,290ESPP
    
    
    
    
    
    
    57Dilutive restricted stock
    
    
    
    
    
    
    320Net income from continuing operations plus assumed conversions
    
    
    15,604Net income from discontinued operations, net of tax, plus assumed conversions
    
    
    Total diluted earnings
    
    $
    15,604
    
    
    
    175,380
    
    
    $
    0.09Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    17,80331/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,1242% Convertible Senior Notes due 2023
    
    
    
    
    
    
    10,25811/2% Convertible Senior Notes due 2024
    
    
    
    
    
    
    8,821Three Months Ended March 31, 2008Basic earnings per share:Net income from continuing operations
    
    $
    52,119Net income from discontinued operations, net of tax
    
    
    1,358Total basic earnings
    
    $
    53,477
    
    
    
    92,868
    
    
    $
    0.57Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    2,130Dilutive restricted stock
    
    
    
    
    
    
    376Employee Stock Purchase Plan
    
    
    
    
    
    
    362% Convertible Senior Notes due 2023
    
    
    24
    
    
    
    2,37811/2% Convertible Senior Notes due 2024
    
    
    10
    
    
    
    76Net income from continuing operations plus assumed conversions
    
    $
    52,153Net income from discontinued operations, net of tax, plus assumed conversions
    
    
    1,358Total diluted earnings
    
    $
    53,511
    
    
    
    97,864
    
    
    $
    0.54Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    3,31631/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,124
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Share-Based Compensation
     Stock Options and Purchase Rights
  Three months endedMarch 31,(unaudited)
    
    2009
    
    2008Stock OptionsWeighted average risk free interest rate
    
    
    1.68
    %
    
    
    2.77
    %Expected term of share-based awards
    
    4.5yrs
    
    5.0yrsExpected stock price volatility
    
    
    46
    %
    
    
    28
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Weighted average fair value of share-based awards granted
    
    $
    11.39
    
    
    $
    12.86Purchase RightsWeighted average risk free interest rate
    
    
    1.61
    %
    
    
    4.86
    %Expected term of share-based awards
    
    0.4yrs
    
    1.4yrsExpected stock price volatility
    
    
    52
    %
    
    
    32
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Weighted average fair value of share-based awards granted
    
    $
    7.87
    
    
    $
    9.47
 7




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Three months endedMarch 31,(in thousands, except per share amounts) (unaudited)
    
    2009
    
    
    2008Cost of revenues
    
    $
    913
    
    
    $
    1,402Selling, general and administrative
    
    
    7,678
    
    
    
    6,409Research and development
    
    
    1,304
    
    
    
    1,016Share-based compensation expense before taxes
    
    
    9,895
    
    
    
    8,827Related income tax benefits
    
    
    2,594
    
    
    
    2,719Share-based compensation expense, net of taxes
    
    $
    7,301
    
    
    $
    6,108Net share-based compensation expense per common share:Basic
    
    $
    0.04
    
    
    $
    0.07Diluted
    
    $
    0.04
    
    
    $
    0.06
 Restricted Stock Units
  Recent Accounting Pronouncements
 Employers Disclosures about
Postretirement Benefit Plan Assets Employers Disclosures about Postretirement Benefit Plan Assets
 Accounting for Convertible Debt
Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)
 8




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Determining Whether an Instrument (or Embedded
Feature) is Indexed to an Entitys Own Stock Accounting for Derivative Instruments and Hedging
Activities
 Disclosures About Derivative Instruments and Hedging Activitiesan amendment of FASB Statement
No. 133,
 Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51,
 Business Combinations
 Fair Value Measurements, Effective Date of SFAS 157
 2. Composition of Certain Financial Statement Items
 Investments and Fair Value Measurements
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Short-termBank deposits
    
    $
    7,679
    
    
    $
    Total short-term investments
    
    
    7,679
    
    
    
    Long-termAuction rate securities
    
    
    31,078
    
    
    
    29,407Put option
    
    
    4,522
    
    
    
    6,193Equity securities
    
    
    448,583
    
    
    
    455,253Total long-term investments
    
    
    484,183
    
    
    
    490,853Total investments
    
    $
    491,862
    
    
    $
    490,853
 9




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Fair Value Measurements, Effective Date of
SFAS 157
    Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measurements at Reporting Date UsingQuoted Prices inBalance at
    
    
    Active Markets
    
    
    Significant Other
    
    
    Significant(in thousands)(unaudited)
    
    March 31,
    
    
    for Identical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Bank time deposits
    
    $
    7,679
    
    
    $
    7,679
    
    
    $
    
    
    
    $
    Money market funds
    
    
    131,645
    
    
    
    125,378
    
    
    
    
    
    
    
    6,267Deferred compensation plan assets
    
    
    22,200
    
    
    
    22,200
    
    
    
    
    
    
    
    Assets-derivative forward exchange contracts
    
    
    16,056
    
    
    
    
    
    
    
    16,056
    
    
    
    Auction rate securities
    
    
    31,078
    
    
    
    
    
    
    
    
    
    
    
    31,078Put option
    
    
    4,522
    
    
    
    
    
    
    
    
    
    
    
    4,522Total assets
    
    $
    213,180
    
    
    $
    155,257
    
    
    $
    16,056
    
    
    $
    41,867Liabilities-derivative forward exchange contracts
    
    
    32,415
    
    
    
    
    
    
    
    32,415
    
    
    
    Liabilities-derivative swap contracts
    
    
    6,140
    
    
    
    
    
    
    
    6,140
    
    
    
    Total liabilities
    
    $
    38,555
    
    
    $
    
    
    
    $
    38,555
    
    
    $
    
  10




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The Fair Value Option for Financial Assets
and Financial LiabilitiesIncluding an amendment of FASB Statement No. 115 Accounting for Certain Investments in Debt and Equity Securities
  11




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Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)MoneyAuction Rate
    
    
    
    
    
    
    Market(in thousands)(unaudited)
    
    Securities
    
    
    Put Option
    
    
    Funds
    
    
    TotalBeginning balance at January 1, 2009
    
    $
    29,407
    
    
    $
    6,193
    
    
    $
    18,260
    
    
    $
    53,860Transfers in to Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total realized/unrealized gains (losses)Included in earnings
    
    
    1,671
    
    
    
    (1,671
    )
    
    
    
    
    
    
    Revalued as part of Applied Biosystems merger
    
    
    
    
    
    
    
    
    
    
    (5,358
    )
    
    
    (5,358
    )Purchases, issuances and settlements
    
    
    
    
    
    
    
    
    
    
    (6,635
    )
    
    
    (6,635
    )Ending balance at March 31, 2009
    
    $
    31,078
    
    
    $
    4,522
    
    
    $
    6,267
    
    
    $
    41,867Total amount of unrealized losses for the period
included in other comprehensive loss attributable to
the change in fair market value of related assets
still held at the reporting date
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
  Derivative Financial Instruments
 Accounting for Derivative Investments and Hedging Activities
  12




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Assets Derivatives
    
    
    Liability DerivativesBalance Sheet
    
    
    
    
    
    
    Balance Sheet(in thousands)(unaudited)
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueDerivatives designated as cash
flow hedging under Statement
133Forward exchange contracts
    
    Other current assets
    
    $
    14,128
    
    
    Other current liabilities
    
    $
    4,323Interest rate swap contracts
    
    Other assets
    
    
    
    
    
    Other long-term obligations
    
    
    6,140Total
    
    
    
    
    
    $
    14,128
    
    
    
    
    
    
    $
    10,463Derivatives not designated as
hedging instruments under
Statement 133Forward exchange contracts
    
    Other current assets
    
    
    1,928
    
    
    Other current liabilities
    
    
    28,092Total
    
    
    
    
    
    
    1,928
    
    
    
    
    
    
    
    28,092Total Derivatives
    
    
    
    
    
    $
    16,056
    
    
    
    
    
    
    $
    38,555
 13




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Amount of
    
    
    Location of
    
    
    
    
    
    
    
    
    
    
    Amount ofGain/(Loss)
    
    
    Gain/(Loss)
    
    
    Amount of Gain/(Loss)
    
    
    Location of
    
    
    Gain/(Loss)Recognized in
    
    
    Reclassified from
    
    
    Reclassified from AOCI
    
    
    Gain/(Loss)
    
    
    recognized in(in thousands)(unaudited)
    
    OCI
    
    
    AOCI into Income
    
    
    into Income
    
    
    Recognized in Income
    
    
    IncomeEffective Portion
    
    
    Ineffective PortionDerivatives in Statement 133
cash flow hedging
relationshipsForeign exchange contracts
    
    $
    19,188
    
    
    Revenue
    
    $
    1,214
    
    
    Other income/(expense)
    
    $
    *Interest rate swap contracts
    
    
    (3,742
    )
    
    Interest expense
    
    
    
    
    
    Other income/(expense)
    
    
    Total Derivatives
    
    $
    15,446
    
    
    
    
    
    
    $
    1,214
    
    
    
    
    
    
    $
    *
 Location of Gain or (Loss)
    
    
    Amount of Gain or (Loss)(in thousands)(unaudited)
    
    Recognized in Income
    
    
    Recognized in IncomeDerivatives Not Designated as Hedging
Instruments under Statement 133Forward exchange contracts
    
    Other expense
    
    $
    *Total Derivatives
    
    
    
    
    
    $
    *
 
 *
    
    De minimus amount recognized in the hedge relationship. Inventories
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Raw materials and components
    
    $
    100,642
    
    
    $
    94,332Work in process (materials, labor and overhead)
    
    
    56,503
    
    
    
    58,091Finished goods (materials, labor and overhead)
    
    
    218,042
    
    
    
    204,858Adjustment to write up acquired finished goods inventory to fair value
    
    
    1,573
    
    
    
    62,748Total inventories
    
    $
    376,760
    
    
    $
    420,029
 Property and Equipment
  Estimated
    
    
    March 31,
    
    
    December 31,(in thousands)
    
    useful life
    
    
    2009
    
    
    2008(In years)
    
    
    (unaudited)Land
    
    
    
    
    
    $
    126,277
    
    
    $
    127,197Building and improvements
    
    
    1-50
    
    
    
    362,425
    
    
    
    363,385Machinery and equipment
    
    
    1-10
    
    
    
    304,204
    
    
    
    304,389Internal use software
    
    
    1-10
    
    
    
    122,672
    
    
    
    124,305Construction in process
    
    
    
    
    
    
    91,542
    
    
    
    71,641Total property and equipment
    
    
    
    
    
    
    1,007,120
    
    
    
    990,917Accumulated depreciation and amortization
    
    
    
    
    
    
    (259,574
    )
    
    
    (242,861
    )Total property and equipment, net
    
    
    
    
    
    $
    747,546
    
    
    $
    748,056
 14




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##### Table of Contents



Goodwill and Other Intangible Assets
   March 31, 2009
    
    
    December 31, 2008Weighted
    
    
    
    
    
    
    
    
    
    
    Weightedaverage
    
    
    Gross carrying
    
    
    Accumulated
    
    
    average
    
    
    Gross carrying
    
    
    Accumulated(in thousands)
    
    Life
    
    
    amount
    
    
    amortization
    
    
    Life
    
    
    amount
    
    
    amortization(unaudited)Amortized intangible assets:Purchased technology
    
    7 years
    
    $
    1,068,766
    
    
    $
    (629,521
    )
    
    8 years
    
    $
    1,056,395
    
    
    $
    (605,864
    )Purchased tradenames
and trademarks
    
    9 years
    
    
    315,059
    
    
    
    (63,132
    )
    
    9 years
    
    
    314,312
    
    
    
    (55,174
    )Purchased customer base
    
    12 years
    
    
    1,421,923
    
    
    
    (78,157
    )
    
    12 years
    
    
    1,421,925
    
    
    
    (48,344
    )Other intellectual
property
    
    5 years
    
    
    238,275
    
    
    
    (45,769
    )
    
    5 years
    
    
    235,304
    
    
    
    (34,238
    )Total
intangible
assets
    
    
    
    
    
    $
    3,044,023
    
    
    $
    (816,579
    )
    
    
    
    
    
    $
    3,027,936
    
    
    $
    (743,620
    )Intangible assets not subject
to amortization:Purchased tradenames and
trademarks
    
    
    
    
    
    $
    7,451
    
    
    
    
    
    
    
    
    
    
    $
    7,451
   Comprehensive Income (Loss)
  Three months endedMarch 31,(in thousands, unaudited)
    
    2009
    
    
    2008Net income, as reported
    
    $
    15,604
    
    
    $
    53,477Unrealized loss on investments, net of related tax effects
    
    
    
    
    
    
    (996
    )Realized gain on hedging transactions, reclassed into earnings, net of related tax effects
    
    
    (1,214
    )
    
    
    Unrealized gain on hedging transactions, net of related tax effects
    
    
    15,446
    
    
    
    Foreign currency translation adjustment, net of related tax effects
    
    
    (14,781
    )
    
    
    50,736Total comprehensive income
    
    $
    15,055
    
    
    $
    103,217
 Accrued Expenses and Other Current Liabilities
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Accrued hedge liabilities
    
    $
    32,415
    
    
    $
    58,602Accrued royalties
    
    
    41,646
    
    
    
    50,794Accrued warranty
    
    
    11,300
    
    
    
    12,616Accrued other
    
    
    102,393
    
    
    
    113,406Total accrued expenses
    
    $
    187,754
    
    
    $
    235,418
 15




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##### Table of Contents



3. Business Combinations and Consolidations Costs
 Merger with Applied Biosystems, Inc .
  Determination of the Measurement Date for
the Market Price of Acquirer Securities Issued in a Purchase Business Combination,
  (in thousands, except per share data)
    
    2008(unaudited)Revenue
    
    $
    770,375Operating Income
    
    
    109,490Net Income
    
    
    66,771Earnings per Share:Basic
    
    $
    0.38Diluted
    
    $
    0.37Basic Weighted Average Shares
    
    
    173,668Diluted Weighted Average Shares
    
    
    178,664
   Purchase Consideration:(in thousands)Fair value of common stock issued to AB Shareholders
    
    $
    1,800,091Fair value of Life Technologies options exchanged for AB options
    
    
    23,773Cash paid to AB shareholders
    
    
    3,229,192Transaction costs
    
    
    38,847Cash acquired
    
    
    (529,181
    )$
    4,562,722
 Allocation of Purchase Price:(in thousands)Current assets
    
    $
    900,216Property, plant, and equipment
    
    
    393,921Acquired intangible assets
    
    
    2,167,400In-process research and development
    
    
    65,400Goodwill
    
    
    2,471,331Other assets
    
    
    392,163Liabilities assumed
    
    
    (1,827,709
    )$
    4,562,722
 16




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##### Table of Contents



Acquired Intangible Assets(in thousands)Customer relationships
    
    $
    1,396,000Purchased technology
    
    
    342,700Acquired tradenames
    
    
    239,700PCR royalty contracts
    
    
    189,000$
    2,167,400
    The Equity Method of Accounting for Investments in Common Stock
 Recognition of Liabilities in Connection with a Purchase Business Combination
 17




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##### Table of Contents



One-Time
    
    
    One-TimeTermination
    
    
    Relocation(in thousands) (unaudited)
    
    Costs
    
    
    Costs
    
    
    TotalRestructuring accrual at December 31, 2008
    
    $
    65,502
    
    
    $
    379
    
    
    $
    65,881Additional costs recorded to goodwill
    
    
    5,702
    
    
    
    338
    
    
    
    6,040Amounts paid
    
    
    (14,938
    )
    
    
    (22
    )
    
    
    (14,960
    )Foreign currency translation
    
    
    (94
    )
    
    
    
    
    
    
    (94
    )Restructuring accrual at March 31, 2009
    
    $
    56,172
    
    
    $
    695
    
    
    $
    56,867
 Business Consolidation Costs
  4. Long-Term Debt
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)31/4% Convertible Senior Notes (principal due 2025), net of unamortized discount
    
    $
    330,160
    
    
    $
    328,11411/2% Convertible Senior Notes (principal due 2024), net of unamortized discount
    
    
    396,238
    
    
    
    391,9242% Convertible Senior Notes (principal due 2023), net of unamortized discount
    
    
    326,866
    
    
    
    322,774Term Loan A (principal due 2013)
    
    
    1,382,500
    
    
    
    1,400,000Term Loan B (principal due 2015)
    
    
    995,000
    
    
    
    997,500Secured Loan (principal due 2010)
    
    
    35,600
    
    
    
    35,600Capital leases
    
    
    508
    
    
    
    508Total debt
    
    
    3,466,872
    
    
    
    3,476,420Less current portion
    
    
    (97,500
    )
    
    
    (80,000
    )Total long-term debt
    
    $
    3,369,372
    
    
    $
    3,396,420
   Pricing
    
    Total Leverage
    
    
    
    
    
    
    
    
    
    Revolving CreditLevel
    
    Ratio
    
    LIBOR Rate
    
    Base Rate
    
    Commitment Fee1
    
    
    > 3.0:1
    
    
    LIBOR + 2.50%
    
    Base Rate + 1.50%
    
    
    0.500
    %2
    
    < 3.0:1 but > 2.5:1
    
    LIBOR+2.25%
    
    Base Rate + 1.25%
    
    
    0.375
    %3
    
    < 2.5:1 but > 2.0:1
    
    LIBOR+2.00%
    
    Base Rate + 1.00%
    
    
    0.375
    %4
    
    
    < 2.0:1
    
    
    LIBOR+1.50%
    
    Base Rate + 0.50%
    
    
    0.250
    %
 18




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##### Table of Contents



Accounting for
Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash
Settlement) 1 1/2% 1 4
   5. Lines of Credit
    19




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##### Table of Contents



6. Commitments and Contingencies
 Letters of Credit
  Executive Employment Agreements
  Contingent Acquisition Obligations
  Environmental Liabilities
   Intellectual Properties
  Litigation
  20




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##### Table of Contents



Indemnifications
  Guarantees
 Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others
 Leases
  Pension Benefits
  Product Warranties
   (in
thousands) (unaudited)
    
    2009
    
    
    2008Balance at January 1
    
    $
    12,616
    
    
    $
    213Accruals for warranties
    
    
    2,526
    
    
    
    Settlements made during the year
    
    
    (3,512
    )
    
    
    Currency translation
    
    
    (330
    )
    
    
    Balance at March 31
    
    $
    11,300
    
    
    $
    213
 21




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##### Table of Contents



7.      Pension Plans and Postretirement Health and Benefit Program
   PostretirementDomestic Plans
    
    
    Plans(in thousands) (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    75
    
    
    $
    20
    
    
    $
    53
    
    
    $
    Interest cost
    
    
    9,115
    
    
    
    771
    
    
    
    921
    
    
    
    71Expected return on plan assets
    
    
    (8,858
    )
    
    
    (911
    )
    
    
    (149
    )
    
    
    (149
    )Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    60Amortization of actuarial loss
    
    
    59
    
    
    
    91
    
    
    
    149
    
    
    
    149Net periodic pension cost (benefit)
    
    $
    391
    
    
    $
    (29
    )
    
    $
    1,034
    
    
    $
    131
 Foreign Plans(in thousands) (unaudited)
    
    2009
    
    
    2008Service cost
    
    $
    1,146
    
    
    $
    583Interest cost
    
    
    1,161
    
    
    
    905Expected return on plan assets
    
    
    (851
    )
    
    
    (805
    )Amortization of actuarial loss
    
    
    64
    
    
    
    62Net periodic pension cost
    
    $
    1,520
    
    
    $
    745
 8.      Income Taxes
  Accounting for Uncertainty in Income Taxes
  9.      Stock Repurchase Program
  22




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##### Table of Contents



10 Restructuring Costs
  Accounting for Costs Associated with Exit or Disposal Activities
  One-Time
    
    
    
    
    
    
    One-TimeTermination
    
    
    Site Closure
    
    
    Relocation(in thousands) (unaudited)
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalRestructuring reserves as of December 31, 2008
    
    $
    3,218
    
    
    $
    
    
    
    $
    
    
    
    $
    3,218Charged to expenses
    
    
    1,780
    
    
    
    38
    
    
    
    1,683
    
    
    
    3,501Amounts paid
    
    
    (1,140
    )
    
    
    
    
    
    
    (3
    )
    
    
    (1,143
    )Restructuring reserves as of March 31, 2009
    
    $
    3,858
    
    
    $
    38
    
    
    $
    1,680
    
    
    $
    5,576Cumulative amount incurred to date
    
    $
    5,317
    
    
    $
    38
    
    
    $
    1,683
    
    
    $
    7,038
 23




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-looking Statements
  OVERVIEW
  Our Business
     
    
    High-throughput gene cloning and expression technology, which allows customers to clone
and expression-test genes on an industrial scale.
    
    Pre-cast electrophoresis products, which improve the speed, reliability and convenience
of separating nucleic acids and proteins.
    
    Antibodies, which allow researchers to capture and label proteins, visualize their
location through use of Molecular Probes dyes and discern their role in disease.
    
    Magnetic beads, which are used in a variety of settings, such as attachment of molecular
labels, nucleic acid purification, and organ and bone marrow tissue type testing.
 24




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##### Table of Contents




    
    Molecular Probes fluorescence-based technologies, which facilitate the labeling of
molecules for biological research and drug discovery.
    
    Transfection reagents, which are widely used to transfer genetic elements into living
cells enabling the study of protein function and gene regulation.
    
    PCR and Real Time PCR systems and reagents, which enable researchers to amplify and
detect targeted nucleic acids (DNA and RNA molecules) for a host of applications in
molecular biology.
    
    Cell culture media and reagents used to preserve and grow mammalian cells, which are used
in large scale cGMP bio-production facilities to produce large molecule biologic therapies.
    
    RNA Interference reagents, which enable scientists to selectively turn off genes in
biology systems to gain insight into biological pathways.
    
    Capillary electrophoresis and massively parallel SOLiDtm DNA
sequencing systems and reagents, which are used to discover sources of genetic and
epigenetic variation, to catalog the DNA structure of organisms de novo, to verify the
composition of genetic research material, and to apply these genetic analysis discoveries in
markets such as forensic human identification.
    
    High performance mass spectrometer systems which are used in numerous applications such
as drug discovery and clinical development of therapeutics as well as in basic biological
research, food and beverage quality testing, environmental testing, and other applied or
clinical research applications.
  Life science researchers.
 Commercial producers of biopharmaceutical and other high valued proteins.
 Users who apply our technologies to enable or improve particular activities.
 CRITICAL ACCOUNTING POLICIES
 Disclosures About Segments of an Enterprise and Related
Information
 25




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##### Table of Contents



Fair Value Measurements Effective Date of SFAS 157 Accounting for Convertible Debt Instruments that May be
Settled in Cash upon Conversion (Including Partial Cash Settlement) Disclosures About
Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51, Business Combination
 RESULTS OF OPERATIONS
 First Quarter of 2009 Compared to the First Quarter of 2008
  Three months endedMarch 31,(in millions)(unaudited)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    % IncreaseMolecular Biology Systems
    
    $
    366.5
    
    
    $
    162.2
    
    
    $
    204.3
    
    
    
    126
    %Cell Systems
    
    
    191.7
    
    
    
    176.7
    
    
    
    15.0
    
    
    
    8
    %Genetic Systems
    
    
    219.2
    
    
    
    11.3
    
    
    
    207.9
    
    
    NMCorporate and other
    
    
    (1.7
    )
    
    
    
    
    
    
    (1.7
    )
    
    NMTotal revenues
    
    $
    775.7
    
    
    $
    350.2
    
    
    $
    425.5
    
    
    
    122
    %Total gross profit
    
    $
    384.7
    
    
    $
    218.8
    
    
    $
    165.9
    
    
    
    76
    %Total gross profit margin %
    
    
    49.6
    %
    
    
    62.5
    %
 Revenues
   26




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##### Table of Contents



Gross Profit
  Operating Expenses
  Three months ended March 31,2009
    
    2008As a
    
    
    
    
    
    As aOperating
    
    percentage of
    
    Operating
    
    percentage of(in millions)(unaudited)
    
    expense
    
    revenues
    
    expense
    
    revenues
    

    $ Increase
    
    % IncreaseOperating Expenses:Selling, general and administrative
    
    $
    241.1
    
    
    
    31
    %
    
    $
    113.7
    
    
    
    32
    %
    
    $
    127.4
    
    
    
    112
    %Research and development
    
    
    80.3
    
    
    
    10
    %
    
    
    30.6
    
    
    
    9
    %
    
    
    49.7
    
    
    
    162
    %Business consolidation costs
    
    
    27.4
    
    
    
    4
    %
    
    
    0.5
    
    
    
    
    
    
    
    26.9
    
    
    NM
 Selling, general and administrative .
 Research and development .
 Business Consolidation Costs .
 Other Income (Expense)
 Interest Income
   Interest Expense
   27




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##### Table of Contents



Other Income (Expense), Net
  Provision for Income Taxes
   Statutory U.S. federal income tax rate
    
    
    35.0
    %State income tax
    
    
    (0.9
    )Foreign
earnings taxed at non-U.S. rates (includes a
significant benefit relating to the Singapore tax exemption grant)
    
    
    (21.1
    )Repatriation
of other foreign earnings, net of related benefits
    
    
    0.6Credits and incentives
    
    
    (7.5
    )Non-deductible compensation & other adjustments
    
    
    2.6Other
    
    
    3.1Effective income tax rate
    
    
    11.8
    %
 LIQUIDITY AND CAPITAL RESOURCES
  Operating Activities.
  28




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##### Table of Contents



Investing Activities.
 Financing Activities.
  29




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##### Table of Contents



CONTRACTUAL OBLIGATIONS
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Currencies
     30




---



##### Table of Contents



Cash Flow Hedges
   Commodity Prices
  Interest Rates
   31




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##### Table of Contents



Fair Value Measurements
 Fair Value Measurement
 OFF BALANCE SHEET ARRANGEMENTS
  
 ITEM 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  32




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##### Table of Contents



ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits and Reports on Form 8-K
  33




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##### Table of Contents



SIGNATURES
  LIFE TECHNOLOGIES CORPORATIONDate: May 5, 2009
    By:
    /s/ David F. HoffmeisterDavid F. HoffmeisterChief Financial Officer
(Principal Financial Officer and Authorized Signatory) 34




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION OF DOCUMENT31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002