8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 28, 2009

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-25317	33-0373077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Item 7.01. REGULATION FD DISCLOSURE.

     The following information is furnished pursuant to Item 2.02 of the Current Form 8-K, “Results of Operations and Financial Condition” and Item 7.01 of the Current Form 8-K, “Regulation FD Disclosure.”

     On April 28, 2009, Life Technologies Corporation, or the Company, issued a press release regarding the Company’s financial results for the period ended March 31, 2009. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

     Certain of the information set forth in the press release may be considered non-GAAP financial measures. We regularly have reported pro forma results for net income and earnings per share in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The pro forma results exclude merger related non-cash items and other similar costs.

     Our financial results under GAAP include substantial non-cash charges and tax benefits related to acquired businesses. Our pro forma calculations of net income and earnings per share are limited because they do not reflect the entirety of our business costs. However, management believes that the pro forma presentation is a useful supplemental disclosure to investors as it provides an indication of the profitability and cash flows of the combined businesses apart from the initial, sunk cost of the acquisition. Management believes that this information is therefore useful to investors in analyzing and assessing our past and future operating performance.

     In addition to the non-cash charges above, we exclude from our non-GAAP results the following costs:

• Acquisition related amortization

• In process research and development expenses

• Acquisition related gains and losses

• Asset impairment charges related to a portfolio review

• Business consolidation costs required to realize cost synergies from combining our acquired entities with our existing operations

• Certain significant one time events that are unlikely to recur

• Share based payment expenses as a result of adoption of FAS123R

     Management views these costs as not indicative of the profitability or cash flows of its ongoing or future operations and excludes these costs as a supplemental disclosure to assist investors in evaluating and assessing our past and future operational performance.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

99.1 Life Technologies Corporation press release dated April 28, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIFE TECHNOLOGIES CORPORATION (Registrant)
By:	/s/ David F. Hoffmeister
	David F. Hoffmeister,
	Chief Financial Officer

Date: April 28, 2009

EX-99.1

Exhibit 99.1

Investor and Financial Contacts:
Amanda Clardy
Vice President, Investor Relations
(760) 603-7200

FOR IMMEDIATE RELEASE

Life Technologies Announces First Quarter 2009 Results

First quarter GAAP revenue of $776 million, and non-GAAP revenue of $785 million

First quarter GAAP earnings per share of $0.09, and non-GAAP earnings per share of $0.72

Free cash flow of $78 million in the first quarter

CARLSBAD, CA, April 28, 2009 — Life Technologies Corporation (NASDAQ: LIFE) today announced results for its first quarter ended March 31, 2009. Non-GAAP revenues for the first quarter were $785 million, an increase of 1 percent over first quarter revenues of $775 million in 2008, as if Invitrogen and Applied Biosystems had been combined. Excluding the negative impact from currency exchange rates, revenues grew 5 percent over the same period in the previous year.

“We are very pleased with the strong start we had in 2009, despite the macro economic challenges we all face today,” said Greg Lucier, Chairman and Chief Executive Officer of Life Technologies. “We remain focused on our core business and executing flawlessly upon the Applied Biosystems-Invitrogen merger, thereby enabling us to invest in growth areas such as regenerative medicine and the next generation of sequencing technologies.”

First quarter GAAP diluted earnings per share were $0.09, which includes $0.49 per share of acquisition related amortization expense, $0.04 per share of non-cash interest expense associated with the adoption of FSP APB14-1, and $0.10 per share of business integration costs and other expenses. On a non-GAAP basis, which excludes these items, diluted earning per share were $0.72.

Use of Pro-forma statements for comparison purposes

The company has posted on its investor relations website a revised quarterly pro-forma 2008 Income Statement, down to operating income, for the combined companies of Invitrogen and Applied Biosystems. Also provided is quarterly revenue detail for each of Life Technologies’

new divisions. These pro-forma income statements are meant for reference only and represent what the company profitability would have been if Invitrogen and Applied Biosystems had been combined during those years. Interested parties may access this document at www.lifetechnologies.com / corporate/investor relations/financial reports/GAAP Reconciliations. In addition, incorporated in this press release is a table comparing the current quarter results to the same quarter from the previous year using the pro-forma data provided in the table titled Life Technologies Corporate Condensed Non-GAAP and Reconciliation of Non-GAAP Adjustments. All comparisons of financial results from revenue to operating income will use the provided pro-forma statements.

Analysis of First Quarter 2009 Results

• First quarter non-GAAP 2009 revenues increased 1 percent over the previous year, including the negative impact of foreign currency exchange. Revenue growth without the impact from currency was 5 percent, and was a result of stable growth in most customer segments. Revenue from foreign currency exchange had a negative effect on reported revenue growth, resulting in a 4 point impact to growth rates.

• Gross margin in the first quarter on a non-GAAP basis was 66.7 percent, an improvement of 30 basis points. Improvements from synergy realization and price optimization offset a negative mix impact due to lower royalty and settlement revenue.

• Non-GAAP operating margin was 26.2 percent in the first quarter, representing an increase of approximately 190 basis points over the same period in 2008. The increase in operating margin was a result of synergy realization from the Applied Biosystems-Invitrogen merger, as well as rigorous cost management.

• First quarter non-GAAP tax rate was 29.5 percent.

• Diluted weighted shares outstanding were 175.4 million in the first quarter.

• Cash flow from operating activities for the first quarter was $104 million. First quarter capital expenditures were $26 million and resulting free cash flow was $78 million. The company ended the quarter with $465 million in cash & short-term investments, including $110 million held as restricted cash.

Business and Technology Highlights:

• Molecular Biology Systems division revenue was $367 million in the first quarter, approximately the same as 2008. Revenue growth excluding the impact from currency was 4 percent. Growth was a result of stable run-rate demand in core molecular biology consumables across most customer segments.

• Genetic Systems division revenue was $219 million in the first quarter, an increase of 3 percent over the same period last year. Revenue growth excluding the impact from currency was 6 percent. Increases in revenue were a result of high double-digit growth in next generation sequencing systems as well as positive growth in CE systems and consumables.

• Cell Systems division revenue was $192 million in the first quarter, an increase of 2 percent over the same period last year. Revenue growth excluding the impact from currency was 7 percent. Growth was a result of strong demand in core cell culture products, primary and stem cell systems, and bench top instruments.

• The Mass Spectrometry division, the company’s joint venture with MDS Analytical Technologies, contributed $10 million in other income. This income was a result of $123 million in revenue with operating margin of 8.4 percent. Revenue declined 1 percent, excluding the impact from currency.

• Integration programs continued to advance and are progressing as planned. The company reiterated its target $80 million in synergy savings for the full year 2009.

• Orders transacted through Invitrogen e-commerce channels accounted for more than 50 percent of total Invitrogen consumable orders worldwide and 20 percent of global revenue.

• Partnerships and collaborations that were entered into in the first quarter include:

• A cross-licensing agreement with Nanosys to share rights to an intellectual property estate related to quantum dots. New products developed as a result of this agreement will help prevent counterfeiting worldwide of pharmaceutical and diagnostic products, food and beverages, among others.

• A strategic alliance formed with the Translational Genomics Research Institute to accelerate the use of genomics research for medical applications. Scientists will employ the SOLiD™ 3 System to sequence DNA from thousands of patients with a variety of diseases.

• New technology highlights include:

• Successful launch of the Neon ^TM Transfection Device, a bench-top instrument that enables researchers to better understand the functions of cells, genes, and proteins. This device simplifies the delivery of DNA, RNA, and other proteins into a wide range of mammalian cell types and especially difficult-to-transfect cells, such as many types of primary and stem cells.

• Launch of KNOCKOUT^TM SR XenoFree Media for use in the culture of human embryonic stem cells (hESCs). Performing hESC research and its translation into therapy without the use of components from other species prevents contamination of hESC lines with non-human proteins that can raise regulatory questions as stem cell research moves into clinical applications.

• Awards and recognition received in the first quarter include:

• Named to the FTSE4Good Index Series, an equity index series designed to facilitate investment in companies that meet globally recognized citizenship standards and have met stringent social, ethical, and environmental criteria.

• Received the prestigious AmeriStar^® Package Award from the Institute of Packaging Professionals for the new GIBCO^® cell culture bottle that was launched in October of last year.

Fiscal Year 2009 Outlook

Subject to the risk factors detailed in the Safe Harbor Statement section of this release, the company reiterated its expectations for fiscal year 2009 financial performance. Organic revenues are expected to increase in the low single-digits, taking into account the current end market dynamics. Low single-digit organic revenue growth is expected to result in approximately $2.40 to $2.55 of non-GAAP earnings per share including the impact from FAS123R. At today’s currency exchange rates and the company’s already implemented currency hedges, currency will have a negative impact on growth rates in 2009 of approximately four percentage points. The company will provide further detail on its business outlook during the conference call today.

Conference Call and Webcast Details

The company will discuss its financial and business results as well as its business outlook on its conference call at 4:30 pm Eastern Time today. This conference call will contain forward-looking information. The conference call will include a discussion of “non-GAAP financial measures” as that term is defined in Regulation G. For actual results, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the company’s financial results determined in accordance with GAAP, as well as other material financial and statistical information to be discussed on the conference call will be posted at the company’s Investor Relations website at www.lifetechnologies.com. The webcast can be accessed through the investor relations page of the Life Technologies’ website at www.lifetechnologies.com. Alternatively, callers may listen to the live conference call by dialing 800.901.5218 (domestic) or 617.786.4511 (international) and use passcode 11007911. A replay of the webcast will be available on the Company’s website and by phone through Tuesday, May 19, 2009. The replay by phone can be accessed by dialing 888.286.8010 (domestic) or 617.801.6888 (international), passcode 75129997.

     About Life Technologies

Life Technologies Corporation (NASDAQ: LIFE) is a global biotechnology tools company dedicated to improving the human condition. Our systems, consumables and services enable researchers to accelerate scientific exploration, driving to discoveries and developments that make life even better. Life Technologies customers do their work across the biological spectrum, working to advance personalized medicine, regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century forensics. Life Technologies had sales of more than $3 billion in 2008, employs approximately 9,500 people, has a presence in more than 100 countries, and possesses a rapidly growing intellectual property estate of approximately 3,600 patents and exclusive licenses. Life Technologies was created by the combination of Invitrogen Corporation and Applied Biosystems Inc. For more information on how we are making a difference please visit our website: www.lifetechnologies.com.

Safe Harbor Statement

This press release includes forward-looking statements about our anticipated results that involve risks and uncertainties. Some of the information contained in this press release, including, but not limited to, statements as to, financial projections, including revenue and non-GAAP earnings per share, momentum in 2009, plans to sustain and expand organic growth and increase operating margins, industry trends and Life Technologies’ plans, objectives, expectations and strategy for its business, contains forward-looking statements that are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. Important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in filings made by Life Technologies with the Securities and Exchange Commission. Life Technologies undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RECONCILIATION OF NON-GAAP ADJUSTMENTS⁽¹⁾

	For the three months									For the three months
	ended March 31, 2009									ended March 31, 2008(10)
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
(in thousands, except per share data)
(unaudited)
Revenues	$	775,737		$	9,132	(2)	$	784,869		$	350,218		$	—		$	350,218
Cost of revenues		320,159			(59,119	)(3)		261,040			114,555			(285	)(3)		114,270
Purchased intangibles amortization		70,892			(70,892	)(4)		—			16,903			(16,903	)(4)		—
Gross profit		384,686			139,143			523,829			218,760			17,188			235,948
Gross margin		49.6	%					66.7	%		62.5	%					67.4	%
Operating expenses:
Selling, general and administrative		241,095			(2,393	)(5)		238,702			113,733			—			113,733
Research and development		80,320			(797	)(5)		79,523			30,633			—			30,633
Business consolidation costs		27,398			(27,398	)(6)		—			501			(501	)(6)		—
Total operating expenses		348,813			(30,588	)		318,225			144,867			(501	)		144,366
Operating income		35,873			169,731			205,604			73,893			17,689			91,582
Operating margin		4.6	%					26.2	%		21.1	%					26.1	%
Interest income		1,416			—			1,416			8,924			—			8,924
Interest expense		(48,136	)		10,453	(7)		(37,683	)		(17,125	)		9,797	(7)		(7,328	)
Other income (expense), net		206			8,545	(8)		8,751			1,794			—			1,794
Total other income (expense), net		(46,514	)		18,998			(27,516	)		(6,407	)		9,797			3,390
Income (loss) from continuing operations before provision for income taxes		(10,641	)		188,729			178,088			67,486			27,486			94,972
Income tax (provision) benefit		26,245			(78,758	)(9)		(52,513	)		(15,367	)		(10,049	)(9)		(25,416	)
Income from continuing operations	$	15,604		$	109,971		$	125,575		$	52,119		$	17,437		$	69,556
Income from discontinued operations, net of tax	$	—		$	—		$	—		$	1,358		$	(1,358	)	$	-
Net income	$	15,604		$	109,971		$	125,575		$	53,477		$	16,079		$	69,556
Effective tax rate for continuing operations		246.6	%					29.5	%		22.8	%					26.8	%
Add back interest expense for subordinated debt, net of tax		—						—			34						34
Numerator for diluted continuing earnings per share	$	15,604		$	109,971		$	125,575		$	52,153		$	17,437		$	69,590
Earnings per common share:
Basic earnings per share from continuing operations	$	0.09					$	0.72		$	0.56	(11)				$	0.75	(11)
Basic earnings per share from discontinued operations	$	—					$	—		$	0.01					$	-
Diluted earnings per share from continuing operations	$	0.09					$	0.72		$	0.53	(11)				$	0.71	(11)
Diluted earnings per share from discontinued operations	$	—					$	—		$	0.01					$	-
Weighted average shares used in per share calculation:
Basic		173,713						173,713			92,868						92,868
Diluted		175,380						175,380			97,864						97,864

(1)	The Company reports Non-GAAP results which include write off of purchased deferred revenue and exclude charges for inventory revaluation, amortization of acquired intangibles, depreciation of acquired property, plant, and equipment, and in-process research and development to provide a supplemental comparison of results of operations. In addition, noncash charges relate to non-cash interest expense as a result of the adoption of FSP APB 14-1 Accounting for Convertible Debt Instruments have been excluded from Non-GAAP results.
(2)	Add back fair value amortization of purchased deferred revenue of $9.1 million and zero for the three months ended March 31, 2009 and 2008, respectively.
(3)	Add back noncash charges for purchase accounting inventory revaluations of $59.1 million and $0.3 million for the three months ended March 31, 2009 and 2008, respectively.
(4)	Add back amortization of purchased intangibles.
(5)	Add back depreciation of purchase accounting property, plant, and equipment revaluations.
(6)	Add back business consolidation costs.
(7)	Add back charges related to non-cash interest expense as a result of the adoption of FSP APB 14-1 Accounting for Convertible Debt Instruments of $10.5 and $9.8 million for the three months ended March 31, 2009 and 2008, respectively.
(8)	Adjust foreign currency gain on repatriation of cash used for the acquisition of $2.2 million offset with acquired joint venture’s purchase accounting adjustment of $10.7 million for the three months ended March 31, 2009.
(9)	Non-GAAP tax differs from GAAP tax expense primarily because certain acquisition related costs such as amortization of purchased deferred revenue, charges for inventory revaluation, amortization of acquired intangibles, depreciation of acquired property, plant, and equipment, and in-process research and development are deducted for GAAP purposes but excluded for Non-GAAP purposes. In addition, GAAP net income includes interest expense with related income tax benefits as a result of the adoption of FSP APB 14-1 Accounting for Convertible Debt Instruments but excluded for Non-GAAP purposes. These deductions produce a GAAP only tax benefit which is added back for Non-GAAP presentation. March 31, 2009 GAAP tax expense also includes a $25M benefit for the reversal of a valuation allowance relating to a prior year capital loss carryforward but excluded for non-GAAP purposes.
(10)	Tables represent the GAAP and Non-GAAP stand alone financial statements of Invitrogen Corporation
(11)	Change from prior year as reported due to the retrospective adoption of APB 14-1 and stock split effective May 27, 2008.

LIFE TECHNOLOGIES CORPORATION
CONDENSED NON-GAAP
STATEMENT OF OPERATIONS

	For the three months			For the three months
	ended March 31, 2009			ended March 31, 2008(2)
(in thousands)
(unaudited)
Revenues	$	784,869		$	775,075
Cost of revenues		261,040			260,048
Gross profit		523,829			515,027
Gross margin		66.7	%		66.4	%
Operating expenses:
Selling, general and administrative		238,702			248,292
Research and development		79,523			78,488
Total operating expenses		318,225			326,780
Operating income	$	205,604		$	188,247
Operating margin		26.2	%		24.3	%

(1)

The Company reports Non-GAAP results which includes the amortization of purchased deferred revenue and excludes charges for business consolidation costs, inventory revaluations through business combinations, amortization of acquired intangibles, depreciation of fair market value adjustments to acquired property, plant, and equipment, and in-process research and development to provide a supplemental comparison of results of operations.

(2)

The three months ended March 31, 2008 provides an “as if” Invitrogen and Applied Biosystems were combined for the year beginning January 1, 2008. The results have been adjusted to comply with the Company’s definition of Non-GAAP results as defined in footnote (1). For a reconciliation to GAAP, refer to the subsequent table.

LIFE TECHNOLOGIES CORPORATION
RECONCILIATION OF HISTORICAL GAAP CONSOLIDATED STATEMENT OF OPERATIONS
TO NON-GAAP PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS

	For three months		For three months
	ended March 31, 2008		ended March 31, 2008
	Invitrogen Historical		Applied Biosystems
	GAAP		GAAP basis(2)		Adjustments			Total(1)
(in thousands)
(unaudited)
Revenues	$	350,218	$	424,585	$	272	(3)(6)		775,075
Cost of revenues		114,555		149,406		(3,913	)(3)(4)(6)		260,048
Purchased intangibles amortization		16,903		2,612		(19,515	)(5)		—
Gross profit		218,760		272,567		23,700			515,027
Gross margin
Operating expenses:
Selling, general and administrative		113,733		133,459		1,100	(6)		248,292
Research and development		30,633		47,855		—			78,488
Business consolidation costs		501		—		(501	)(6) (7)		—
Total operating expenses		144,867		181,314		599			326,780
Operating income	$	73,893	$	91,253	$	23,101		$	188,247

(1)	Balance represents non-GAAP earnings as if the merger between Life Technologies and Applied Biosystems commenced prior to January 1, 2008. The balance combines as reported Life Technologies GAAP figures for both Companies and excludes costs consistent with the Company’s non-GAAP definitions. The Company reports non-GAAP results which include the amortization of purchased deferred revenue and excludes business consolidation costs, inventory revaluations through business combinations, amortization of acquired intangibles, depreciation of fair market value adjustments to acquired property, plant, and equipment, and in-process research and development to provide a supplemental comparison of results of operations.
(2)	Balance represents Applied Biosystems historical GAAP results adjusted for year end consistent with Life Technologies fiscal year end and for restatement of historical results to be consistent with equity method accounting for the Company’s investment in the MDS/Sciex Joint Venture
(3)	Includes the elimination of intercompany sales of $4.4 million
(4)	Add back noncash charges for purchase accounting inventory revaluation of $0.3 million for the three months ended March 31 2008.
(5)	Add back amortization of purchased intangibles of $19.5 million.
(6)	Adjustments related to configuration of 4-4-5 closing period to calendar quarter period
(7)	Add back business consolidation costs of $0.5 million.

LIFE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months
	ended March 31,
	2009			2008
(in thousands)
(unaudited)
Net income	$	15,602		$	53,477
Add back amortization and share-based compensation		161,398			28,377
Add back depreciation		27,263			9,492
Balance sheet changes		(125,639	)		(44,192	)
Other noncash adjustments		25,745			20,279
Net cash provided by operating activities		104,369			67,433
Capital expenditures		(26,045	)		(11,478	)
Free cash flow		78,324			55,955
Net cash used in investing activities		(34,286	)		(36,580	)
Net cash used in financing activities		(13,298	)		(87,695	)
Effect of exchange rate changes on cash		(18,983	)		7,609
Net increase (decrease) in cash and cash equivalents	$	11,757		$	(60,711	)

LIFE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31		December 31,
	2009		2008(1)
(in thousands)	(unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	465,317	$	448,317
Trade accounts receivable, net of allowance for doubtful accounts		570,502		580,907
Inventories		376,760		420,029
Deferred income taxes		18,471		25,563
Prepaid expenses and other current assets		123,729		137,355
Total current assets		1,554,779		1,612,171
Property and equipment, net		747,546		748,056
Goodwill		3,601,817		3,574,779
Intangible assets, net		2,234,895		2,291,767
Long-term investments		484,183		490,853
Other assets		193,954		181,133
Total assets	$	8,817,174	$	8,898,759
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	97,500	$	80,000
Accounts payable, accrued expenses and other current liabilities		746,938		821,813
Income taxes		44,568		105,429
Total current liabilities		889,006		1,007,242
Long-term debt		3,369,372		3,396,420
Pension liabilities		199,245		201,833
Income taxes		766,020		739,343
Other long-term liabilities		100,234		97,383
Stockholders’ equity		3,493,297		3,456,538
Total liabilities and stockholders’ equity	$	8,817,174	$	8,898,759

⁽¹⁾ December 31, 2008 consolidated balance sheet includes the impacts of the adoption of FSP APB14-1 Accounting for Convertible Debt Instruments and the reclassification of amounts to confirm with equity method presentation of the Company’s investment in the MDS/Sciex joint venture.