##### 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 SEPTEMBER 30, 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
    
    (I.R.S. Employerincorporation or organization)
    
    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 þAccelerated filer oNon-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 INFORMATION
    
    
    3ITEM 1. Financial Statements
    
    
    3ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    36ITEM 4. Controls and Procedures
    
    
    39PART II. OTHER INFORMATION
    
    
    39ITEM 1. Legal Proceedings
    
    
    39ITEM 1A. Risk Factors
    
    
    39ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39ITEM 3. Defaults Upon Senior Securities
    
    
    39ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    39ITEM 5. Other Information
    
    
    39ITEM 6. Exhibits
    
    
    39SIGNATURES
    
    
    40INDEX TO EXHIBITS
    
    
    41EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### 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)
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    518,936
    
    
    $
    335,930Short-term investments
    
    
    9,347
    
    
    
    Restricted cash and investments
    
    
    52,172
    
    
    
    112,387Trade accounts receivable, net of allowance for doubtful accounts of $11,997 and $14,649,
respectively
    
    
    596,541
    
    
    
    580,907Inventories, net
    
    
    373,673
    
    
    
    420,029Deferred income tax assets
    
    
    23,214
    
    
    
    25,563Prepaid expenses and other current assets
    
    
    132,829
    
    
    
    137,355Total current assets
    
    
    1,706,712
    
    
    
    1,612,171Long-term investments (includes $35,100 and $35,600 measured at fair value, respectively)
    
    
    371,663
    
    
    
    490,853Property and equipment, net
    
    
    783,432
    
    
    
    748,056Goodwill
    
    
    3,852,122
    
    
    
    3,574,779Intangible assets, net
    
    
    2,116,034
    
    
    
    2,291,767Deferred income tax assets
    
    
    36,889
    
    
    
    Other assets
    
    
    156,993
    
    
    
    181,133Total assets
    
    $
    9,023,845
    
    
    $
    8,898,759LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    442,241
    
    
    $
    80,000Accounts payable
    
    
    178,263
    
    
    
    204,279Restructuring accrual
    
    
    27,280
    
    
    
    69,099Deferred compensation and related benefits
    
    
    243,929
    
    
    
    231,851Deferred revenues and reserves
    
    
    114,665
    
    
    
    81,166Accrued expenses and other current liabilities
    
    
    214,941
    
    
    
    235,418Accrued income taxes
    
    
    91,802
    
    
    
    105,429Total current liabilities
    
    
    1,313,121
    
    
    
    1,007,242Long-term debt
    
    
    2,798,483
    
    
    
    3,396,420Pension liabilities
    
    
    204,646
    
    
    
    201,833Deferred income tax liabilities
    
    
    684,921
    
    
    
    674,215Income taxes payable
    
    
    109,026
    
    
    
    65,128Other long-term obligations, deferred credits and reserves
    
    
    103,777
    
    
    
    97,383Total liabilities
    
    
    5,213,974
    
    
    
    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; 193,848,091 and 189,629,084
shares issued, respectively
    
    
    1,938
    
    
    
    1,896Additional paid-in-capital
    
    
    4,670,591
    
    
    
    4,508,259Accumulated other comprehensive loss
    
    
    (1,775
    )
    
    
    (98,807
    )Retained earnings
    
    
    105,292
    
    
    
    9,610Less cost of treasury stock: 16,213,029 and 16,158,839 respectively
    
    
    (966,175
    )
    
    
    (964,420
    )Total stockholders equity
    
    
    3,809,871
    
    
    
    3,456,538Total liabilities and stockholders equity
    
    $
    9,023,845
    
    
    $
    8,898,759
  3




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##### Table of Contents



LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,(Unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    800,729
    
    
    $
    361,696
    
    
    $
    2,409,229
    
    
    $
    1,079,705Cost of revenues
    
    
    266,499
    
    
    
    125,865
    
    
    
    866,912
    
    
    
    365,688Purchased intangibles amortization
    
    
    71,445
    
    
    
    17,677
    
    
    
    213,217
    
    
    
    51,995Gross profit
    
    
    462,785
    
    
    
    218,154
    
    
    
    1,329,100
    
    
    
    662,022Operating expenses:Selling, general and administrative
    
    
    240,016
    
    
    
    118,301
    
    
    
    734,125
    
    
    
    347,562Research and development
    
    
    82,724
    
    
    
    31,430
    
    
    
    244,843
    
    
    
    95,235Purchased in-process research and development
    
    
    
    
    
    
    18,901
    
    
    
    
    
    
    
    18,901Business integration costs
    
    
    23,345
    
    
    
    14,176
    
    
    
    79,635
    
    
    
    16,090Total operating expenses
    
    
    346,085
    
    
    
    182,808
    
    
    
    1,058,603
    
    
    
    477,788Operating income
    
    
    116,700
    
    
    
    35,346
    
    
    
    270,497
    
    
    
    184,234Other income (expense):Interest income
    
    
    1,009
    
    
    
    6,263
    
    
    
    3,092
    
    
    
    20,535Interest expense
    
    
    (47,792
    )
    
    
    (17,448
    )
    
    
    (145,628
    )
    
    
    (51,889
    )Loss on early extinguishment of debt
    
    
    (6,814
    )
    
    
    
    
    
    
    (6,814
    )
    
    
    Other income (expense)
    
    
    2,627
    
    
    
    (629
    )
    
    
    2,190
    
    
    
    808Total other expense, net
    
    
    (50,970
    )
    
    
    (11,814
    )
    
    
    (147,160
    )
    
    
    (30,546
    )Income from continuing operations, before provision for income taxes
    
    
    65,730
    
    
    
    23,532
    
    
    
    123,337
    
    
    
    153,688Income tax provision
    
    
    (24,594
    )
    
    
    (4,756
    )
    
    
    (27,655
    )
    
    
    (35,918
    )Net income from continuing operations
    
    
    41,136
    
    
    
    18,776
    
    
    
    95,682
    
    
    
    117,770Net income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,359Net income
    
    $
    41,136
    
    
    $
    18,776
    
    
    $
    95,682
    
    
    $
    119,129Basic earnings per common share:Net income from continuing operations
    
    $
    0.23
    
    
    $
    0.20
    
    
    $
    0.55
    
    
    $
    1.28Net income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Net income
    
    $
    0.23
    
    
    $
    0.20
    
    
    $
    0.55
    
    
    $
    1.29Weighted average shares outstanding
    
    
    176,387
    
    
    
    92,298
    
    
    
    174,941
    
    
    
    92,357Diluted earnings per common share:Net income from continuing operations
    
    $
    0.22
    
    
    $
    0.19
    
    
    $
    0.53
    
    
    $
    1.21Net income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Net income
    
    $
    0.22
    
    
    $
    0.19
    
    
    $
    0.53
    
    
    $
    1.22Weighted average shares outstanding
    
    
    183,428
    
    
    
    96,995
    
    
    
    179,326
    
    
    
    97,329
  4




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LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 For the nine monthsended September 30,2009
    
    
    2008(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    95,682
    
    
    $
    119,129Adjustments to reconcile net income to net cash provided
by operating activities, net of effects of businesses
acquired and divested:Depreciation
    
    
    82,838
    
    
    
    30,387Amortization of intangible assets
    
    
    221,409
    
    
    
    51,995Amortization of deferred debt issue costs
    
    
    21,467
    
    
    
    2,501Amortization of purchased inventory adjustments
    
    
    62,747
    
    
    
    1,409Amortization of purchased deferred revenue adjustments
    
    
    30,184
    
    
    
    Share-based compensation
    
    
    42,847
    
    
    
    33,030Incremental tax benefits from stock options exercised
    
    
    (7,652
    )
    
    
    (16,972
    )Deferred income taxes
    
    
    21,334
    
    
    
    (3,823
    )Loss on disposal of assets
    
    
    3,607
    
    
    
    1,194Purchased in-process research and development
    
    
    
    
    
    
    18,901Debt discount amortization
    
    
    31,870
    
    
    
    29,874Other non-cash adjustments
    
    
    66
    
    
    
    1,675Changes in operating assets and liabilities:Trade accounts receivable
    
    
    (10,689
    )
    
    
    (3,906
    )Inventories
    
    
    (9,146
    )
    
    
    (23,069
    )Prepaid expenses and other current assets
    
    
    12,671
    
    
    
    10,539Other assets
    
    
    7,357
    
    
    
    (10,401
    )Accounts payable
    
    
    (37,985
    )
    
    
    11,752Accrued expenses and other liabilities
    
    
    4,260
    
    
    
    (8,055
    )Income taxes
    
    
    (121,845
    )
    
    
    (11,619
    )Net cash provided by operating activities
    
    
    451,022
    
    
    
    234,541CASH FLOWS FROM INVESTING ACTIVITIES:Maturities of available-for-sale securities
    
    
    
    
    
    
    24,930Purchases of investments
    
    
    (9,970
    )
    
    
    (3,397
    )Net cash paid for business combinations
    
    
    (24,782
    )
    
    
    (56,964
    )Net cash paid for asset purchases
    
    
    (25,176
    )
    
    
    (21,007
    )Purchases of property and equipment
    
    
    (103,640
    )
    
    
    (52,846
    )Proceeds from sale of assets
    
    
    3,942
    
    
    
    Proceeds from asset divestitures
    
    
    15,239
    
    
    
    Net cash used in investing activities
    
    
    (144,387
    )
    
    
    (109,284
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on long-term obligations
    
    
    (275,000
    )
    
    
    (142
    )Purchase of treasury stock
    
    
    (1,755
    )
    
    
    (104,139
    )Incremental tax benefits from stock options exercised
    
    
    7,652
    
    
    
    16,972Proceeds from issuance of common stock
    
    
    116,641
    
    
    
    44,252Capital lease payments
    
    
    (323
    )
    
    
    Net cash used in financing activities
    
    
    (152,785
    )
    
    
    (43,057
    )Effect of exchange rate changes on cash
    
    
    29,156
    
    
    
    (15,265
    )Net increase in cash and cash equivalents
    
    
    183,006
    
    
    
    66,935Cash and cash equivalents, beginning of period
    
    
    335,930
    
    
    
    606,145Cash and cash equivalents, end of period
    
    $
    518,936
    
    
    $
    673,080
  5




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LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation
 Financial Statement Preparation
    Principles of Consolidation
  Reclassification
  The Financial Accounting Standards
Board (FASB) Accounting Standards Codification, or ASC, Topic of Segment Reporting
 Long-Lived Assets
  6




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Computation of Earnings Per Share
   
    
    Convertible subordinated notes where the effect of those securities is dilutive;
    
    Dilutive stock options;
    
    Dilutive restricted stock; and
    
    Dilutive Employee Stock Purchase Plan (ESPP)
  Net Income
    
    
    Shares
    
    
    Earnings(in thousands, except per share data) (unaudited)
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per ShareThree Months Ended September 30, 2009Basic earnings per share:Net income from continuing operations
    
    $
    41,136Total basic earnings
    
    $
    41,136
    
    
    
    176,387
    
    
    $
    0.23Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    4,312Dilutive restricted stock
    
    
    
    
    
    
    221Employee Stock Purchase Plan
    
    
    
    
    
    
    592% Convertible Senior Notes due 2023
    
    
    22
    
    
    
    2,449Net income from continuing operations plus assumed conversions
    
    
    41,158Total diluted earnings
    
    $
    41,158
    
    
    
    183,428
    
    
    $
    0.22Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    4,8253 1/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,1241 1/2% Convertible Senior Notes due 2024
    
    
    
    
    
    
    8,821Three Months Ended September 30, 2008Basic earnings per share:Net income from continuing operations
    
    $
    18,776Total basic earnings
    
    $
    18,776
    
    
    
    92,298
    
    
    $
    0.20Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    2,302Dilutive restricted stock
    
    
    
    
    
    
    366Employee Stock Purchase Plan
    
    
    
    
    
    
    132% Convertible Senior Notes due 2023
    
    
    25
    
    
    
    1,9401 1/2% Convertible Senior Notes due 2024
    
    
    9
    
    
    
    76Net income from continuing operations plus assumed conversions
    
    $
    18,810Total diluted earnings
    
    $
    18,810
    
    
    
    96,995
    
    
    $
    0.19Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    4,4153 1/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,124
 7




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Net Income
    
    
    Shares
    
    
    Earnings(in thousands, except per share data) (unaudited)
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per ShareNine Months Ended September 30, 2009Basic earnings per share:Net income from continuing operations
    
    $
    95,682Net income from discontinued operations, net of tax
    
    
    Total basic earnings
    
    $
    95,682
    
    
    
    174,941
    
    
    $
    0.55Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    2,860Dilutive restricted stock
    
    
    
    
    
    
    287Employee Stock Purchase Plan
    
    
    
    
    
    
    592% Convertible Senior Notes due 2023
    
    
    148
    
    
    
    1,179Net income from continuing operations plus assumed conversions
    
    
    95,830Net income from discontinued operations, net of tax, plus assumed conversions
    
    
    Total diluted earnings
    
    $
    95,830
    
    
    
    179,326
    
    
    $
    0.53Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    10,3413 1/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,1241 1/2% Convertible Senior Notes due 2024
    
    
    
    
    
    
    8,821Nine Months Ended September 30, 2008Basic earnings per share:Net income from continuing operations
    
    $
    117,770Net income from discontinued operations, net of tax
    
    
    1,359Total basic earnings
    
    $
    119,129
    
    
    
    92,357
    
    
    $
    1.29Diluted earnings per share:Dilutive stock options
    
    
    
    
    
    
    2,243Dilutive restricted stock
    
    
    
    
    
    
    370Employee Stock Purchase Plan
    
    
    
    
    
    
    282% Convertible Senior Notes due 2023
    
    
    73
    
    
    
    2,2551 1/2% Convertible Senior Notes due 2024
    
    
    28
    
    
    
    76Net income from continuing operations plus assumed conversions
    
    $
    117,871Net income from discontinued operations, net of tax, plus assumed conversions
    
    
    1,359Total diluted earnings
    
    $
    119,230
    
    
    
    97,329
    
    
    $
    1.22Potentially dilutive securities not included above since they are antidilutive:Antidilutive stock options
    
    
    
    
    
    
    2,9803 1/4% Convertible Senior Notes due 2025
    
    
    
    
    
    
    7,124
 Share-Based Compensation
    8




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The ASC Topic of CompensationStock Compensation
 Stock Options and Purchase Rights
  Nine months endedSeptember 30(unaudited)
    
    2009
    
    2008Stock OptionsWeighted average risk free interest rate
    
    
    1.84
    %
    
    
    2.99
    %Expected term of share-based awards
    
    
    4.4
    yrs
    
    
    4.9
   yrsExpected stock price volatility
    
    
    43
    %
    
    
    31
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Weighted average fair value of share-based awards granted
    
    $
    13.17
    
    
    $
    15.00Purchase RightsWeighted average risk free interest rate
    
    
    0.96
    %
    
    
    4.60
    %Expected term of share-based awards
    
    
    0.3
    yrs
    
    
    1.7
   yrsExpected stock price volatility
    
    
    61
    %
    
    
    32
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Weighted average fair value of share-based awards granted
    
    $
    7.66
    
    
    $
    10.32
  9




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands, except per share amounts) (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of revenues
    
    $
    947
    
    
    $
    866
    
    
    $
    2,545
    
    
    $
    3,085Selling, general and administrative
    
    
    7,238
    
    
    
    6,248
    
    
    
    21,308
    
    
    
    18,566Research and development
    
    
    1,300
    
    
    
    918
    
    
    
    3,744
    
    
    
    2,803Share-based compensation expense before taxes
    
    
    9,485
    
    
    
    8,032
    
    
    
    27,597
    
    
    
    24,454Related income tax benefits
    
    
    3,036
    
    
    
    2,417
    
    
    
    8,992
    
    
    
    7,412Share-based compensation expense, net of taxes
    
    $
    6,449
    
    
    $
    5,615
    
    
    $
    18,605
    
    
    $
    17,042Net share-based compensation expense per common share:Basic
    
    $
    0.04
    
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    0.18Diluted
    
    $
    0.04
    
    
    $
    0.06
    
    
    $
    0.10
    
    
    $
    0.18
 Restricted Stock Units
  Recent Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162
 The ASC Topic of Debt with Conversion and Other Options
 The ASC Topic of Business Combinations The ASC Topic of Fair Value Measurements and Disclosures
 10




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The ASC Topic of Derivatives and Hedging
 The ASC Topic of Fair Value Measurements and Disclosures
 2. Composition of Certain Financial Statement Items
 Fair Value of Financial Instruments
   Fair Value
    
    Carrying AmountsSeptember 30,
    
    December 31,
    
    September 30,
    
    December 31,2009
    
    2008
    
    2009
    
    2008(in thousands)
    
    (unaudited)
    
    
    
    
    
    (unaudited)3 1/4% Convertible Senior Notes (principal due 2025)
    
    $
    402,024
    
    
    $
    308,000
    
    
    $
    334,343
    
    
    $
    328,1141 1/2% Convertible Senior Notes (principal due 2024)
    
    
    493,889
    
    
    
    342,000
    
    
    
    405,068
    
    
    
    391,9242% Convertible Senior Notes (principal due 2023)
    
    
    478,543
    
    
    
    332,128
    
    
    
    335,276
    
    
    
    322,774Term Loan A (principal due 2013)
    
    
    1,316,700
    
    
    
    1,260,000
    
    
    
    1,330,000
    
    
    
    1,400,000Term Loan B (principal due 2015)
    
    
    797,453
    
    
    
    927,675
    
    
    
    792,500
    
    
    
    997,500Secured Loan (principal due 2010)
    
    
    35,100
    
    
    
    35,600
    
    
    
    35,100
    
    
    
    35,600
    11




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##### Table of Contents



September 30,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Short-termBank deposits
    
    $
    9,347
    
    
    $
    Total short-term investments
    
    
    9,347
    
    
    
    Long-termAuction rate securities
    
    
    30,840
    
    
    
    29,407Put option
    
    
    4,260
    
    
    
    6,193Equity securities
    
    
    336,563
    
    
    
    455,253Total long-term investments
    
    
    371,663
    
    
    
    490,853Total investments
    
    $
    381,010
    
    
    $
    490,853
   The ASC Topic of Fair Value Measurements and Disclosures
    Assets and Liabilities Measured at Fair Value on a Recurring Basis
 The ASC Topic of Fair Value
Measurements and Disclosures
 Fair Value Measurements at Reporting Date UsingQuoted Prices inBalance at
    
    
    Active Markets
    
    
    Significant Other
    
    
    Significant(in thousands)(unaudited)
    
    September 30,
    
    
    for Identical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Bank time deposits
    
    $
    9,347
    
    
    $
    9,347
    
    
    $
    
    
    
    $
    Money market funds
    
    
    114,777
    
    
    
    113,000
    
    
    
    
    
    
    
    1,777Deferred compensation plan assets
    
    
    23,034
    
    
    
    23,034
    
    
    
    
    
    
    
    Assets-derivative forward exchange contracts
    
    
    7,905
    
    
    
    
    
    
    
    7,905
    
    
    
    Auction rate securities
    
    
    30,840
    
    
    
    
    
    
    
    
    
    
    
    30,840Put option
    
    
    4,260
    
    
    
    
    
    
    
    
    
    
    
    4,260Total assets
    
    $
    190,163
    
    
    $
    145,381
    
    
    $
    7,905
    
    
    $
    36,877Liabilities-derivative forward exchange contracts
    
    
    45,031
    
    
    
    
    
    
    
    45,031
    
    
    
    Liabilities-derivative swap contracts
    
    
    5,778
    
    
    
    
    
    
    
    5,778
    
    
    
    Total liabilities
    
    $
    50,809
    
    
    $
    
    
    
    $
    50,809
    
    
    $
    
 12




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The ASC Topic of Derivatives and Hedging The ASC Topic of Financial Instruments
 13




---



##### Table of Contents



Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)Auction Rate
    
    
    
    
    
    
    Money Market(in  thousands)(unaudited)
    
    Securities
    
    
    Put Option
    
    
    Funds
    
    
    TotalBeginning balance at January 1, 2009
    
    $
    29,407
    
    
    $
    6,193
    
    
    $
    18,260
    
    
    $
    53,860Transfers into Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total realized/unrealized gains (losses)Included in earnings
    
    
    1,933
    
    
    
    (1,933
    )
    
    
    
    
    
    
    Revalued as part of Applied Biosystems merger
    
    
    
    
    
    
    
    
    
    
    (5,358
    )
    
    
    (5,358
    )Purchases, issuances and settlements
    
    
    (500
    )
    
    
    
    
    
    
    (11,125
    )
    
    
    (11,625
    )Ending balance at September 30, 2009
    
    $
    30,840
    
    
    $
    4,260
    
    
    $
    1,777
    
    
    $
    36,877Total 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
  The ASC
Topic of Derivatives and Hedging.
  14




---



##### Table of Contents



The ASC Topic of Derivatives and Hedging
 The ASC
Topic of Derivatives and Hedging
 The ASC Topic of Derivatives
and Hedging
  Asset Derivatives
    
    
    Liability DerivativesBalance Sheet
    
    
    
    
    
    Balance Sheet(in thousands)(unaudited)
    
    Location
    
    Fair Value
    
    
    Location
    
    Fair ValueDerivatives instruments
designated and qualified in cash flow
hedgesForward exchange contracts
    
    Other current assets
    
    $
    3,905
    
    
    Other current liabilities
    
    $
    27,704Interest rate swap contracts
    
    Other assets
    
    
    
    
    
    Other long-term obligations
    
    
    5,778Total
    
    
    
    
    
    $
    3,905
    
    
    
    
    
    
    $
    33,482Derivatives instruments not designated
in cash flow hedgesForward exchange contracts
    
    Other current assets
    
    $
    4,000
    
    
    Other current liabilities
    
    $
    17,327Total
    
    
    
    
    
    $
    4,000
    
    
    
    
    
    
    $
    17,327Total derivatives at September 30, 2009
    
    
    
    
    
    $
    7,905
    
    
    
    
    
    
    $
    50,809
  15




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##### Table of Contents



Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2009Amount of
    
    
    
    
    
    
    
    
    
    
    Amount ofAmount of
    
    
    Location of
    
    
    Gain/(Loss)
    
    
    Amount of
    
    
    Location of
    
    
    Gain/(Loss)(Gain)/Loss
    
    
    (Gain)/Loss
    
    
    Reclassified from
    
    
    (Gain)/Loss
    
    
    (Gain)/Loss
    
    
    Reclassified fromRecognized in
    
    
    Reclassified from
    
    
    AOCI
    
    
    Recognized in
    
    
    Reclassified from
    
    
    AOCIOCI
    
    
    AOCI into Income
    
    
    into Income
    
    
    OCI
    
    
    AOCI into Income
    
    
    into Income(in thousands)(unaudited)
    
    Effective Portion
    
    
    Effective PortionDerivatives instruments
designated and qualified in
cash flow hedgesForeign exchange contracts
    
    $
    15,049
    
    
    Revenue
    
    $
    (2,808
    )
    
    $
    6,744
    
    
    Revenue
    
    $
    (1,962
    )Interest rate swap contracts
    
    
    7,184
    
    
    Interest expense
    
    
    
    
    
    
    3,526
    
    
    Interest expense
    
    
    Total derivatives
    
    $
    22,233
    
    
    
    
    
    
    $
    (2,808
    )
    
    $
    10,270
    
    
    
    
    
    
    $
    (1,962
    )
 Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2009Amount of
    
    
    
    
    
    
    Amount ofLocation of
    
    
    (Gain)/Loss
    
    
    Location of
    
    
    (Gain)/Loss(Gain)/Loss
    
    
    recognized in
    
    
    (Gain)/Loss
    
    
    recognized inRecognized in Income
    
    
    Income
    
    
    Recognized in Income
    
    
    Income(in thousands)(unaudited)
    
    Ineffective Portion
    
    
    Ineffective PortionDerivatives instruments designated and
qualified in cash flow hedgesForeign exchange contracts
    
    Other (income)/expense
    
    $
    *
    
    
    Other (income)/expense
    
    $
    *Interest rate swap contracts
    
    Other (income)/expense
    
    
    
    
    
    Other (income)/expense
    
    
    Total derivatives
    
    
    
    
    
    $
    *
    
    
    
    
    
    
    $
    *
 Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2009Location of (Gain)/Loss
    
    
    Amount of (Gain)/Loss
    
    
    Location of (Gain)/Loss
    
    
    Amount of (Gain)/Loss(in thousands)(unaudited)
    
    Recognized in Income
    
    
    Recognized in Income
    
    
    Recognized in Income
    
    
    Recognized in IncomeDerivatives instruments
not designated in cash flow
hedgesForward exchange contracts
    
    Other income
    
    $
    19,595
    
    
    Other income
    
    $
    (12,246
    )Total Derivatives
    
    
    
    
    
    $
    19,595
    
    
    
    
    
    
    $
    (12,246
    )
 
 *
    
    De minimus amount recognized in the hedge relationship. Concentration of Credit Risk
   16




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##### Table of Contents



Inventories
  September 30,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Raw materials and components
    
    $
    97,696
    
    
    $
    94,332Work in process (materials, labor and overhead)
    
    
    51,475
    
    
    
    58,091Finished goods (materials, labor and overhead)
    
    
    224,502
    
    
    
    204,858Adjustment to write up acquired finished goods inventory to fair value
    
    
    
    
    
    
    62,748Total inventories, net
    
    $
    373,673
    
    
    $
    420,029
 Property and Equipment
  Estimated
    
    
    September 30,
    
    
    December 31,(in thousands)
    
    useful life
    
    
    2009
    
    
    2008(unaudited)Land
    
    
    
    
    
    $
    134,640
    
    
    $
    127,197Building and improvements
    
    1-50 years
    
    
    388,513
    
    
    
    363,385Machinery and equipment
    
    1-10 years
    
    
    340,809
    
    
    
    304,389Internal use software
    
    1-10 years
    
    
    141,815
    
    
    
    124,305Construction in process
    
    
    
    
    
    
    97,892
    
    
    
    71,641Total property and equipment
    
    
    
    
    
    
    1,103,669
    
    
    
    990,917Accumulated depreciation and amortization
    
    
    
    
    
    
    (320,237
    )
    
    
    (242,861
    )Total property and equipment, net
    
    
    
    
    
    $
    783,432
    
    
    $
    748,056
 Goodwill and Other Intangible Assets
   September 30, 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
    
    $
    1,088,039
    
    
    $
    (683,045
    )
    
    8 years
    
    $
    1,056,395
    
    
    $
    (605,864
    )Purchased tradenames and trademarks
    
    9 years
    
    
    307,020
    
    
    
    (67,552
    )
    
    9 years
    
    
    314,312
    
    
    
    (55,174
    )Purchased customer base
    
    12 years
    
    
    1,421,986
    
    
    
    (137,980
    )
    
    12 years
    
    
    1,421,925
    
    
    
    (48,344
    )Other intellectual property
    
    5 years
    
    
    248,968
    
    
    
    (68,853
    )
    
    5 years
    
    
    235,304
    
    
    
    (34,238
    )Total intangible assets
    
    
    
    
    
    $
    3,066,013
    
    
    $
    (957,430
    )
    
    
    
    
    
    $
    3,027,936
    
    
    $
    (743,620
    )Intangible assets not subject to
amortization:Purchased tradenames and trademarks
    
    
    
    
    
    $
    7,451
    
    
    
    
    
    
    
    
    
    
    $
    7,451
   17




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##### Table of Contents



Comprehensive Income (Loss)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands, unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net income, as reported
    
    $
    41,136
    
    
    $
    18,776
    
    
    $
    95,682
    
    
    $
    119,129Unrealized loss on investments, net of related tax effects
    
    
    
    
    
    
    (550
    )
    
    
    
    
    
    
    (2,019
    )Realized loss on hedging transactions, reclassed into earnings, net
of related tax effects
    
    
    2,808
    
    
    
    
    
    
    
    1,962
    
    
    
    Unrealized (loss) on hedging transactions, net of related tax effects
    
    
    (22,233
    )
    
    
    
    
    
    
    (10,270
    )
    
    
    Foreign currency translation adjustment, net of related tax effects
    
    
    31,521
    
    
    
    (83,018
    )
    
    
    105,340
    
    
    
    (34,981
    )Total comprehensive income
    
    $
    53,232
    
    
    $
    (64,792
    )
    
    $
    192,714
    
    
    $
    82,129
 Accrued Expenses and Other Current Liabilities
  September 30,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008(unaudited)Accrued hedge liabilities
    
    $
    45,031
    
    
    $
    58,602Accrued royalties
    
    
    51,323
    
    
    
    50,794Accrued warranty
    
    
    11,546
    
    
    
    12,616Accrued other
    
    
    107,041
    
    
    
    113,406Total accrued expenses and other current liabilities
    
    $
    214,941
    
    
    $
    235,418
 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,
 18




---



##### Table of Contents



Nine months endedSeptember 30, 2008(in thousands, except per share data)
    
    (unaudited)Revenue
    
    $
    2,373,005Operating income
    
    
    284,370Net income
    
    
    172,456Earnings per share: basic
    
    $
    1.00Diluted
    
    $
    0.97Basic weighted average shares
    
    
    173,157Diluted weighted average shares
    
    
    178,129
   September 30,(in thousands)
    
    2009Fair value of common stock issued to AB Shareholders
    
    $
    1,801,770Fair value of Life Technologies options exchanged for AB options
    
    
    23,773Cash paid to AB shareholders
    
    
    3,229,192Transaction costs
    
    
    38,847Cash acquired
    
    
    (529,181
    )Total purchase consideration
    
    $
    4,564,401
  September 30,2009(in thousands)
    
    (unaudited)Current assets
    
    $
    893,252Property, plant, and equipment
    
    
    391,488Acquired intangible assets
    
    
    2,167,400In-process research and development
    
    
    65,400Goodwill
    
    
    2,562,919Other assets
    
    
    401,308Liabilities assumed
    
    
    (1,917,366
    )Total purchase consideration
    
    $
    4,564,401
  September 30,2009(in thousands)
    
    (unaudited)Customer relationships
    
    $
    1,396,000Purchased technology
    
    
    342,700Acquired tradenames
    
    
    239,700PCR royalty contracts
    
    
    189,000Total acquired intangible assets
    
    $
    2,167,400
 19




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##### Table of Contents



The ASC Topic of InvestmentsEquity Method and Joint Ventures,
 Recognition of Liabilities in Connection with a Purchase Business Combination
  20




---



##### Table of Contents



One-Time
    
    
    One-Time
    
    
    One-TimeTermination
    
    
    Site Closure
    
    
    Relocation(in thousands) (unaudited)
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalRestructuring accrual at December 31, 2008
    
    $
    65,502
    
    
    $
    
    
    
    $
    379
    
    
    $
    65,881Additional costs recorded to goodwill
    
    
    19,902
    
    
    
    4,857
    
    
    
    733
    
    
    
    25,492Amounts paid
    
    
    (69,783
    )
    
    
    (562
    )
    
    
    (448
    )
    
    
    (70,793
    )Foreign currency translation
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    26Restructuring accrual at September 30, 2009
    
    $
    15,647
    
    
    $
    4,295
    
    
    $
    664
    
    
    $
    20,606
 Business Consolidation Costs
 The ASC Topic of Exit or Disposal Cost Obligations
 Divestiture of Equity Investment
   4. Long-Term Debt
  September 30,
    
    
    December 31,2009
    
    
    2008(in thousands)
    
    (unaudited)3 1/4% Convertible Senior Notes (principal due 2025), net of unamortized discount
    
    $
    334,343
    
    
    $
    328,1141 1/2% Convertible Senior Notes (principal due 2024), net of unamortized discount
    
    
    405,068
    
    
    
    391,9242% Convertible Senior Notes (principal due 2023), net of unamortized discount
    
    
    335,276
    
    
    
    322,774Term Loan A (principal due 2013)
    
    
    1,330,000
    
    
    
    1,400,000Term Loan B (principal due 2015)
    
    
    792,500
    
    
    
    997,500Secured Loan (principal due 2010)
    
    
    35,100
    
    
    
    35,600Capital leases
    
    
    8,437
    
    
    
    508Total debt
    
    
    3,240,724
    
    
    
    3,476,420Less current portion
    
    
    (442,241
    )
    
    
    (80,000
    )Total long-term debt
    
    $
    2,798,483
    
    
    $
    3,396,420
 The Credit Agreement
  21




---



##### Table of Contents



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
    %
   Convertible Debt
 The ASC
Topic of Debt with Conversion and Other Options
    22




---



##### Table of Contents



5. Lines of Credit
    6. Commitments and Contingencies
 Letters of Credit
  Executive Employment Agreements
  Contingent Acquisition Obligations
 Business Combinations The ASC Topic of Business Combinations
 Environmental Liabilities
  23




---



##### Table of Contents



Litigation
  Indemnifications
  Guarantees
 The ASC
Topic of Guarantees.
 Pension Benefits
  Product Warranties
  24




---



##### Table of Contents



(in thousands) (unaudited)
    
    2009
    
    
    2008Balance at January 1
    
    $
    12,616
    
    
    $
    213Accruals for warranties
    
    
    8,678
    
    
    
    Settlements made during the year
    
    
    (10,064
    )
    
    
    (213
    )Currency translation
    
    
    316
    
    
    
    Balance at September 30
    
    $
    11,546
    
    
    $
    
 7. Pension Plans and Postretirement Health and Benefit Program
   Domestic PlansThree months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands) (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    76
    
    
    $
    
    
    
    $
    227
    
    
    $
    Interest cost
    
    
    9,637
    
    
    
    795
    
    
    
    27,880
    
    
    
    2,386Expected return on plan assets
    
    
    (8,558
    )
    
    
    (926
    )
    
    
    (25,674
    )
    
    
    (2,779
    )Amortization of prior service cost
    
    
    44
    
    
    
    
    
    
    
    44
    
    
    
    Amortization of actuarial loss
    
    
    477
    
    
    
    55
    
    
    
    1,432
    
    
    
    164Net periodic pension cost (benefit)
    
    $
    1,676
    
    
    $
    (76
    )
    
    $
    3,909
    
    
    $
    (229
    )
 Postretirement PlansThree months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands) (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    53
    
    
    $
    
    
    
    $
    159
    
    
    $
    Interest cost
    
    
    917
    
    
    
    79
    
    
    
    2,750
    
    
    
    236Expected return on plan assets
    
    
    (98
    )
    
    
    (150
    )
    
    
    (293
    )
    
    
    (449
    )Amortization of prior service cost
    
    
    59
    
    
    
    60
    
    
    
    179
    
    
    
    180Amortization of actuarial loss
    
    
    197
    
    
    
    149
    
    
    
    590
    
    
    
    448Total periodic pension cost
    
    $
    1,128
    
    
    $
    138
    
    
    $
    3,385
    
    
    $
    415
 Foreign PlansThree months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,(in thousands) (unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    1,134
    
    
    $
    634
    
    
    $
    3,431
    
    
    $
    1,868Interest cost
    
    
    1,277
    
    
    
    1,331
    
    
    
    3,634
    
    
    
    3,170Expected return on plan assets
    
    
    (952
    )
    
    
    (1,197
    )
    
    
    (2,687
    )
    
    
    (2,830
    )Amortization of actuarial loss
    
    
    30
    
    
    
    104
    
    
    
    153
    
    
    
    228Net periodic pension cost
    
    $
    1,489
    
    
    $
    872
    
    
    $
    4,531
    
    
    $
    2,436
 8. Income Taxes
  The ASC Topic of Income Taxes
 25




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##### Table of Contents



(in thousands)
    
    September 30, 2009
    
    
    December 31,2008(unaudited)Gross unrecognized tax benefits at January 1
    
    $
    74,904
    
    
    $
    27,784Increases in tax positions for prior years
    
    
    21,504
    
    
    
    26Decreases in tax positions for prior years
    
    
    (3,565
    )
    
    
    (1,293
    )Increases in tax positions for current year relating to ongoing operations
    
    
    5,666
    
    
    
    5,981Increases in tax positions for current year relating to acquisition
    
    
    2,735
    
    
    
    46,200Decreases in tax positions due to settlements with taxing authorities
    
    
    
    
    
    
    (3,794
    )Gross unrecognized tax benefits
    
    $
    101,244
    
    
    $
    74,904
   9. Stock Repurchase Program
  10. Restructuring Costs
  The ASC Topic of Exit or Disposal Cost Obligations
 26




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##### Table of Contents



One-Time
    
    
    One-Time
    
    
    One-TimeTermination
    
    
    Relocation
    
    
    Site Closure(in thousands) (unaudited)
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalRestructuring reserves as of December 31, 2008
    
    $
    3,218
    
    
    $
    
    
    
    $
    
    
    
    $
    3,218Charged to expenses
    
    
    7,187
    
    
    
    2,684
    
    
    
    442
    
    
    
    10,313Amounts paid
    
    
    (5,098
    )
    
    
    (1,728
    )
    
    
    (382
    )
    
    
    (7,208
    )Foreign currency translation
    
    
    344
    
    
    
    1
    
    
    
    6
    
    
    
    351Restructuring reserves as of September 30, 2009
    
    $
    5,651
    
    
    $
    957
    
    
    $
    66
    
    
    $
    6,674Cumulative amount incurred to date
    
    $
    10,724
    
    
    $
    2,684
    
    
    $
    442
    
    
    $
    13,850
 
 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-looking Statements
  OVERVIEW
  Our Business
     27




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##### Table of Contents




    
    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.
    
    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 SOLiD(tm) 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.
 28




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##### Table of Contents



Commercial producers of biopharmaceutical and other high valued proteins.
 Users who apply our technologies to enable or improve particular activities.
 CRITICAL ACCOUNTING POLICIES
 The ASC Topic of Segment Reporting
 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesa
replacement of FASB Statement No. 162 The ASC Topic of Debt with Conversion and Other Options The ASC Topic of Business Combinations The ASC Topic of Fair Value Measurements and Disclosures The ASC Topic of Derivatives and Hedging.
 RESULTS OF OPERATIONS
 Third Quarter of 2009 Compared to the Third Quarter of 2008
  Three months endedSeptember 30,(in millions) (unaudited)
    
    2009
    
    
    2008
    
    
    Increase
    
    
    % IncreaseMolecular Biology Systems
    
    $
    393.9
    
    
    $
    162.9
    
    
    $
    231.0
    
    
    
    142
    %Cell Systems
    
    
    189.2
    
    
    
    186.0
    
    
    
    3.2
    
    
    
    2
    %Genetic Systems
    
    
    216.4
    
    
    
    12.8
    
    
    
    203.6
    
    
    NMCorporate and other
    
    
    1.2
    
    
    
    
    
    
    
    1.2
    
    
    NMTotal revenues
    
    $
    800.7
    
    
    $
    361.7
    
    
    $
    439.0
    
    
    
    121
    %Total gross profit
    
    $
    462.8
    
    
    $
    218.2
    
    
    $
    244.6
    
    
    
    112
    %Total gross profit margin %
    
    
    57.8
    %
    
    
    60.3
    %
 29




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##### Table of Contents



Revenue
   Gross Profit
  Operating Expenses
  Three months ended September 30,2009
    
    2008As a
    
    
    
    
    
    As aOperating
    
    percentage of
    
    Operating
    
    percentage of
    
    $ Increase/(in millions)(unaudited)
    
    expense
    
    revenues
    
    expense
    
    revenues
    
    (decrease)
    
    % IncreaseOperating Expenses:Selling, general and administrative
    
    $
    240.0
    
    
    
    30
    %
    
    $
    118.3
    
    
    
    33
    %
    
    $
    121.7
    
    
    
    103
    %Research and development
    
    
    82.7
    
    
    
    10
    %
    
    
    31.4
    
    
    
    9
    %
    
    
    51.3
    
    
    
    163
    %Business consolidation costs
    
    
    23.3
    
    
    
    3
    %
    
    
    14.2
    
    
    
    4
    %
    
    
    9.1
    
    
    
    64
    %In-process research and development
    
    
    
    
    
    
    
    
    
    
    18.9
    
    
    
    5
    %
    
    
    (18.9
    )
    
    NM
 Selling, general and administrative .
 Research and development .
 30




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##### Table of Contents



Business Consolidation Costs .
 Other Income (Expense)
 Interest Income
   Interest Expense
  The ASC
Topic of Debt with Conversion and Other Options
  Other Income (Expense), Net
  Provision for Income Taxes
  First Nine Months of 2009 compared to First Nine Months of 2008
  Nine months endedSeptember 30,
    
    
    Increase /(in millions) (unaudited)
    
    2009
    
    
    2008
    
    
    (decrease)
    
    
    % IncreaseMolecular Biology Systems
    
    $
    1,159.5
    
    
    $
    487.9
    
    
    $
    671.6
    
    
    
    138
    %Cell Systems
    
    
    577.3
    
    
    
    554.9
    
    
    
    22.4
    
    
    
    4
    %Genetic Systems
    
    
    672.5
    
    
    
    36.9
    
    
    
    635.6
    
    
    NMCorporate and other
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    NMTotal revenues
    
    $
    2,409.2
    
    
    $
    1,079.7
    
    
    $
    1,329.5
    
    
    
    123
    %Total gross profit
    
    $
    1,329.1
    
    
    $
    662.0
    
    
    $
    667.1
    
    
    
    101
    %Total gross profit margin %
    
    
    55.2
    %
    
    
    61.3
    %
 31




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##### Table of Contents



Revenue
   Gross Profit
  Operating Expenses
  Nine months ended September 30,2009
    
    2008As a
    
    
    
    
    
    As aOperating
    
    percentage of
    
    Operating
    
    percentage of
    
    $ Increase /(in millions)(unaudited)
    
    expense
    
    revenues
    
    expense
    
    revenues
    
    (decrease)
    
    % IncreaseOperating Expenses:Selling, general and administrative
    
    $
    734.1
    
    
    
    30
    %
    
    $
    347.6
    
    
    
    32
    %
    
    $
    386.5
    
    
    
    111
    %Research and development
    
    
    244.8
    
    
    
    10
    %
    
    
    95.2
    
    
    
    9
    %
    
    
    149.6
    
    
    
    157
    %Business consolidation costs
    
    
    79.6
    
    
    
    3
    %
    
    
    16.1
    
    
    
    1
    %
    
    
    63.5
    
    
    NMIn-process research and development
    
    
    
    
    
    
    
    
    
    
    18.9
    
    
    
    2
    %
    
    
    (18.9
    )
    
    NM
 Selling, general and administrative .
 Research and development .
 Business Consolidation Costs .
 32




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##### Table of Contents



Other Income (Expense)
 Interest Income
   Interest Expense
  The ASC
Topic of Debt with Conversion and Other Options
  Other Income (Expense), Net
  Provision for Income Taxes
   (unaudited)Statutory U.S. federal income tax rate
    
    
    35.0
    %State income tax
    
    
    0.8Foreign earnings taxed at non-U.S. rates (includes a significant
benefit relating to the Singapore tax exemption grant)
    
    
    (22.1
    )Repatriation of other foreign earnings, net of related benefits
    
    
    14.6Credits and incentives
    
    
    (6.3
    )Non-deductible compensation & other adjustments
    
    
    2.1Other
    
    
    2.2Effective income tax rate
    
    
    26.3
    %
 33




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Operating Activities. The ASC Topic of Debt with Conversion and Other Options
  Investing Activities.
   34




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##### Table of Contents



Financing Activities.
     OFF BALANCE SHEET ARRANGEMENTS
  35




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##### Table of Contents



CONTRACTUAL OBLIGATIONS
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Currencies
     Cash Flow Hedges
  36




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##### Table of Contents



The ASC Topic of
Derivatives and Hedging
 The ASC
Topic of Derivatives and Hedging
 Commodity Prices
  Interest Rates
  The ASC Topic of Derivatives and Hedging
 37




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##### Table of Contents



Fair Value Measurements
 The ASC Topic of Fair Value Measurements and Disclosures
 38




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##### Table of Contents



ITEM 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 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
  39




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##### Table of Contents



SIGNATURES
  LIFE TECHNOLOGIES CORPORATIONDate: November 4, 2009
    By:
    /s/ David F. HoffmeisterDavid F. HoffmeisterChief Financial Officer
(Principal Financial Officer and Authorized Signatory) 40




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION OF DOCUMENT2.1
    
    Agreement and Plan of Merger by and among Invitrogen Corporation, Atom Acquisition, LLC and
Applera Corporation dated as of June 11, 2008.(1)2.2
    
    Amendment No. 1 to Agreement and Plan of Merger by and among Invitrogen Corporation, Atom
acquisition, LLC and Applied Biosystems Inc., dated as of September 9, 2008.(2)2.3
    
    Amendment No. 2 to Agreement and Plan of Merger by and among Invitrogen Corporation, Atom
acquisition, LLC and Applied Biosystems Inc., dated as of October 15, 2008.(3)3.1
    
    Restated Certificate of Incorporation of Life Technologies.(4)3.2
    
    Fourth Amended and Restated Bylaws of Life Technologies.(5)4.1
    
    Specimen Common Stock Certificate.(6)4.2
    
    2% Convertible Senior Notes Due 2023, Registration Rights Agreement, by and among Life
Technologies and UBS Securities LLC and Credit Suisse First Boston LLC, as Initial Purchasers,
dated August 1, 2003.(7)4.3
    
    2% Convertible Senior Notes Due 2023, Indenture, by and between Life Technologies and U.S. Bank
National Association, dated August 1, 2003.(7)4.4
    
    1 1/2% Convertible Senior Notes Due 2024, Registration Rights Agreement, by and among Life
Technologies and UBS Securities LLC and Bear Stearns & Co Inc., as Initial Purchasers, dated
February 19, 2004.(8)4.5
    
    1 1/2% Convertible Senior Notes Due 2024, Indenture, by and between Life Technologies and U.S.
Bank National Association, dated February 19, 2004.(8)4.6
    
    2% Convertible Senior Notes Due 2023 and 11/2% Convertible Senior Notes Due 2024, Indentures,
each by and between Life Technologies and U.S. Bank National Association, dated as of December
14, 2004.(9)4.7
    
    3.25% Convertible Senior Notes Due 2025, Registration Rights Agreement, by and among Life
Technologies and UBS Securities LLC and Banc of America Securities LLC., as Initial Purchasers,
dated June 20, 2005.(10)4.8
    
    3.25% Convertible Senior Notes Due 2025, Indenture, by and between Life Technologies and U.S.
Bank National Association, dated June 20, 2005.(10)31.1
    
    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
 
 (1)
    
    Incorporated by reference to Registrants Current Report on Form 8-K, filed on June 16, 2008
(File No. 000-25317).(2)
    
    Incorporated by reference to Registrants Current Report on Form 8-K, filed on September 10,
2008 (File No. 000-25317).(3)
    
    Incorporated by reference to Registrants Current Report on Form 8-K, filed on October 15,
2008 (File No. 000-25317).(4)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2008 (File No. 000-25317), as amended.(5)
    
    Incorporated by reference to Registrants Current Report on Form 8-K, filed on July 27, 2009
(File No. 000-25317).(6)
    
    Incorporated by reference to Registrants Registration Statement on Form S-1 (File No.
333-68665).(7)
    
    Incorporated by reference to Registrants Registration Statement on Form S-3, filed on
October 29, 2003. (File No. 333-110060).(8)
    
    Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the Quarterly
Period ended March 31, 2004 (File No. 000-25317).(9)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the Year Ended
December 31, 2004 (File No. 000-25317), as amended.(10)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K, filed on June 24,
2005 (File No. 000-25317). 41