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) October 21, 2008

INVITROGEN 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.)

1600 Faraday Avenue, 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ 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.

On October 21, 2008, the Company issued a press release regarding the Company’s financial results for the period ended September 30, 2008. 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 pro forma 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 Invitrogen Corporation press release dated October 21, 2008.

SIGNATURE

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.

	Invitrogen Corporation
Date: October 21, 2008	By:	/s/ David F. Hoffmeister
		David F. Hoffmeister Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Invitrogen Corporation press release dated October 21, 2008.

EX-99.1

Exhibit 99.1

Investor and Financial Contacts:

Amanda Clardy

Vice President, Investor Relations

(760) 603-7200

FOR IMMEDIATE RELEASE

Invitrogen Announces Third Quarter 2008 Financial Results

Third quarter revenue of $362 million, 15 percent increase

Third quarter GAAP EPS of $0.26 and non-GAAP EPS $0.69

Free cash flow $61 million for the quarter

CARLSBAD, Calif— October 21, 2008—Invitrogen Corporation (Nasdaq:IVGN) today announced results for its third quarter ended September 30, 2008. Revenues for the third quarter were $362 million, an increase of 15 percent over the $315 million reported for the third quarter of 2007.

“We’re extremely pleased with our performance this quarter and our ability to once again deliver value to our shareholders,” said Gregory T. Lucier, Chairman and Chief Executive Officer of Invitrogen. “These results demonstrate we can continue to optimize our core business while dedicating sizable resources to make our integration with Applied Biosystems a success.”

Third quarter diluted earnings per share were $0.26, which includes $0.06 per share of stock option expensing, $0.12 per share of amortization expense, $0.19 per share of in-process R&D expenses and $0.06 of business integration costs and other expenses. On a non-GAAP basis, which excludes these items, diluted earnings per share were $0.69, an increase of 21 percent over the same period last year.

Analysis of Third Quarter 2008 Results

• Third quarter 2008 revenues increased 15 percent over the previous year as a result of increased royalty revenue, improved price and volume in all regions, as well as positive currency benefits. Organic revenue growth, without the impact from currency and acquisitions, was 10 percent. Revenue from foreign exchange contributed approximately $11 million, or three points of growth.

• Gross margin, on a non-GAAP basis, was 65.6 percent in the third quarter. This represents an increase of 120 basis points from the same period in the prior year, due to positive price realization and increased royalty and licensing revenue.

• Non-GAAP operating margin was 26.2 percent in the third quarter, representing an increase of 160 basis points over the same period in 2007, mainly as a result of improved gross margin and operating expense leverage.

• Non-GAAP tax rate was 28 percent, two and a half points below prior year levels. The decrease was a result of earnings growth in lower tax rate jurisdictions and lower than expected taxes due on prior year returns, net of the loss of the federal R&D tax credit, which expired at the end of 2007.

# # #

• Weighted shares outstanding were 97 million in the third quarter.

• Cash flow from operating activities for the third quarter was $86 million. Third quarter capital expenditures were $25 million and free cash flow was $61 million. The company ended the third quarter with $676 million in cash & short-term investments.

• The following analysis of diluted earnings per share identifies specific items that affect the comparability of results between periods. Reconciliations between Invitrogen’s results and non-GAAP results for the periods reported are presented in the attached tables and on the company’s Investor Relations page at www.invitrogen.com.

	Three Months Ending September 30,
	2008		2007		%Change
GAAP earnings per share	$	0.26	$	0.32	(19	%)
Amortization of acquisition related expenses	$	0.12	$	0.18	(33	%)
Stock option expense (FAS123R)	$	0.06	$	0.06	—
In-process R&D expense	$	0.19		—	n/a
Business integration and other charges	$	0.06	$	0.01	n/a
Non-GAAP earnings per share	$	0.69	$	0.57	21	%

Segment and Geographic Highlights

• BioDiscovery revenue was $249 million in the third quarter, an increase of 13 percent over the same period the previous year. Organic revenue growth, which excludes the impact from currency, was 10 percent. Revenue growth was a result of positive price realization, volume growth and royalty and licensing revenue.

• BioDiscovery non-GAAP gross margins increased 230 basis points year-over-year due to positive price realization, royalty and licensing revenue growth and mix.

• Cell Systems revenue was $112 million in the third quarter 2008, an increase of 19 percent over the same period the previous year. Organic revenue growth, which excludes the impact from currency and acquisitions, was 10 percent. Cell culture research had another quarter of low double digit growth and production media and sera grew in the double digits, as expected.

• Cell Systems non-GAAP gross margins decreased by 90 basis points year-over-year, as expected, mostly attributable to a higher mix of revenue from production sera and acquisitions, which have lower gross margins.

• Revenue growth, excluding impact from currency, by region for the third quarter was 11 percent in the Americas, 8 percent in Europe and 11 percent in Asia Pacific.

• Orders transacted through e-commerce channels were 63 percent in the Americas during the third quarter and over 50 percent globally.

• New technology highlights included:

• Further expansion into the applied markets with the launch of the Dynabeads^® MAX Legionella, which enables a unique process for targeting and concentrating legionella from environmental water samples.

# # #

• Stem cell offerings expanded even further by licensing of the engineered stem cell line BG01 Olig2-GFP from the Buck Institute for Age Research, used in the study of neural cells in neurodegenerative disease.

• Purchase of Visigen Biotechnologies, a small technology acquisition that further enhances Invitrogen’s intellectual property estate in single molecule DNA sequencing.

• The company was also selected as a new member of the Dow Jones Sustainability World Index (DJSI World) and named the leader of the biotechnology sector for 2008. Invitrogen ranked among the top 10 percent of the world’s 2,500 largest companies in terms of sustainability for its performance in corporate governance, labor practices, talent development, community involvement, workplace safety, climate change and environmental management.

Fourth Quarter 2008 Outlook

Subject to the risk factors detailed in the Safe Harbor Statement section of this release, the company expects fourth quarter 2008 organic revenue, excluding the impact from currency and acquisitions, to increase in the mid single digits. Non-GAAP earnings per share are expected to increase at a rate of one and a half to two times that of total revenue. 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 p.m. 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.invitrogen.com.

The webcast can be accessed on Invitrogen’s website at www.invitrogen.com on the Investor Relations home page. Alternatively, callers may listen to the live conference call by dialing 800.299.0433 (domestic) or 617.801.9712 (international) and use passcode 59590328. A replay of the webcast will be available on the Company’s website through Tuesday, November 11, 2008.

About Invitrogen

Invitrogen Corporation (Nasdaq:IVGN) provides products and services that support academic and government research institutions and pharmaceutical and biotech companies worldwide in their efforts to improve the human condition. The company provides essential life science technologies for disease research, drug discovery, and commercial bioproduction. Invitrogen’s own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, stem cells, cell therapy, and cell biology — placing Invitrogen’s products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, California, and conducts business in more than 70 countries around the world. The company employs approximately 4,700 scientists and other professionals and had revenues of approximately $1.3 billion in 2007. For more information, visit www.invitrogen.com.

# # #

Statement Regarding Use of Non-GAAP Measures

We regularly have reported non-GAAP measures for net income and earnings per share as non-GAAP results. These measures are provided as supplementary information and are not a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP measures are limited because they do not reflect the entirety of our business results.

We define our non-GAAP results as our GAAP results excluding the after tax impact of the following:

• 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 revenue and cost synergies from combining our acquired entities with our existing operations;

• Certain significant one time events that are unlikely to recur; and

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

Management views these excluded items as not indicative of the operating results or cash flows of its operations and excludes these items as a supplemental disclosure to assist investors in evaluating and assessing our past and future operational performance. This presentation of our non-GAAP results is consistent with how management internally evaluates the performance of its operations.

We encourage investors to carefully consider our results under GAAP, as well as our non-GAAP disclosures and the reconciliation between these presentations to more fully understand our business. Reconciliations between GAAP results and non-GAAP results are presented on the following pages.

Safe Harbor Statement

Certain statements contained in this press release and in today’s conference call are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen’s intent that such statements be protected by the safe harbor created thereby. Such statements include, but are not limited to statements regarding Invitrogen’s: 1) financial projections, including revenue and non-GAAP earnings per share; 2) plans regarding our share repurchase program; 3) momentum in 2008; 4) plans to sustain and expand organic growth and increase operating margins; and 5) plans to acquire Applied Biosystems, Inc. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to a) the Company’s ability to identify promising technology and new product development opportunities; b) the Company’s repurchase shares of its common stock at prices that are acceptable to its Board of Directors and management; c) the Company’s ability to identify acquisitions and organic growth opportunities that will position it to serve growing markets; and d) the closing conditions in the Agreement & Plan of Merger to acquire Applied Biosystems, as well as other risks and uncertainties detailed from time to time in Invitrogen’s Securities and Exchange Commission filings.

# # #

Additional Information and Where to Find It

In connection with the proposed transaction, Invitrogen and Applied Biosystems have filed a joint proxy statement/prospectus as part of a registration statement on Form S-4 regarding the proposed transaction with the Securities and Exchange Commission, or SEC. The definitive joint proxy statement/prospectus has been mailed to shareholders of both companies. A supplement to the definitive joint proxy statement / prospectus has been filed with the SEC and mailed to stockholders of both companies. Investors and security holders are urged to read the joint proxy statement/prospectus in its entirety, including the supplement thereto, because it contains important information about Invitrogen and Applied Biosystems and the proposed transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus, including the supplement thereto, and other documents at the SEC’s website at www.sec.gov. The definitive joint proxy statement/prospectus, including the supplement thereto, and other relevant documents may also be obtained free of charge from Invitrogen by directing such requests to: Invitrogen Corporation, Attention: Investor Relations, 5791 Van Allen Way, Carlsbad, CA 92008, and from Applied Biosystems Inc. at: Applied Biosystems Inc., Attention: Investor Relations 850 Lincoln Center Drive, Foster City, CA 94404.

Participants in the Solicitation

Invitrogen and Applied Biosystems and their respective directors, executive officers and certain other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information concerning all of the participants in the solicitation is included in the joint proxy statement/prospectus relating to the proposed merger. This document is available free of charge from several sources: the Securities and Exchange Commission’s Web site at http://www.sec.gov; Invitrogen Investor Relations, telephone: 760-603-7200; Invitrogen’s investor relations website at www.invitrogen.com; Applied Biosystems Investor Relations, telephone (650) 554-2449; or Applied Biosystems investor relations website at www.appliedbiosystems.com.

# # #

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND RECONCILIATION OF NON-GAAP ADJUSTMENTS⁽¹⁾

(in thousands, except per share data) (unaudited)	For the three months ended September 30, 2008									For the three months ended September 30, 2007
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
Revenues	$	361,696		$	—		$	361,696		$	314,959		$	—		$	314,959
Cost of revenues		125,865			(1,405	)(2)(3)		124,460			113,875			(1,866	)(2)(3)		112,009
Purchased intangibles amortization		17,677			(17,677	)(4)		—			26,294			(26,294	)(4)		—
Gross profit		218,154			19,082			237,236			174,790			28,160			202,950
Gross margin		60.3	%					65.6	%		55.5	%					64.4	%
Operating expenses:
Sales and marketing		71,678			(2,249	)(3)		69,429			63,864			(1,486	)(3)		62,378
General and administrative		46,623			(3,999	)(3)		42,624			40,430			(4,842	)(3)		35,588
Research and development		31,430			(918	)(3)		30,512			28,571			(1,006	)(3)		27,565
Purchased in-process research and development		18,901			(18,901	)(4)		—
Business consolidation costs		14,176			(14,176	)(5)		—			2,267			(2,267	)(5)		—
Total operating expenses		182,808			(40,243	)		142,565			135,132			(9,601	)		125,531
Operating income		35,346			59,325			94,671			39,658			37,761			77,419
Operating margin		9.8	%					26.2	%		12.6	%					24.6	%
Interest income		6,263			—			6,263			7,713			—			7,713
Interest expense		(6,860	)		—			(6,860	)		(6,933	)		—			(6,933	)
Other income (expense), net		(629	)		—			(629	)		1,516			—			1,516
Total other income (expense), net		(1,226	)		—			(1,226	)		2,296			—			2,296
Income from continuing operations before provision for income taxes		34,120			59,325			93,445			41,954			37,761			79,715
Income tax provision		(8,892	)		(17,229	)(6)		(26,121	)		(11,464	)		(12,881	)(6)		(24,345	)
Income from continuing operations	$	25,228		$	42,096		$	67,324		$	30,490		$	24,880		$	55,370
Income from discontinued operations, net of tax	$	—		$	—		$	—		$	506		$	(506	)	$	—
Net income	$	25,228		$	42,096		$	67,324		$	30,996		$	24,374		$	55,370
Effective tax rate for continuing operations		26.1	%					28.0	%		27.3	%					30.5	%
Add back interest expense for subordinated debt, net of tax		34			—			34			33			—			33
Numerator for diluted continuing earnings per share	$	25,262		$	42,096		$	67,358		$	30,523		$	24,880		$	55,403
Earnings per common share:
Basic earnings per share from continuing operations	$	0.27					$	0.73		$	0.33					$	0.60
Basic earnings per share from discontinued operations	$	—					$	—		$	0.01					$	—
Diluted earnings per share from continuing operations	$	0.26					$	0.69		$	0.32					$	0.57
Diluted earnings per share from discontinued operations	$	—					$	—		$	0.01					$	—
Weighted average shares used in per share calculation:
Basic		92,298						92,298			92,630						92,630
Diluted		96,995						96,995			96,396						96,396

⁽¹⁾ The Company has regularly reported Non-GAAP results which exclude the amortization of purchased intangibles, charges for inventory revaluation on products sold that were previously written-up under purchase accounting rules, in-process research and development and acquisition related deferred compensation to provide a supplemental comparison of results of operations. In addition, expenses related to share-based payments as a result of the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” have been excluded from Non-GAAP results.

⁽²⁾ Add back noncash charges for purchase accounting inventory revaluations of $0.5 million and $0.5 million for the three months ended September 30, 2008 and 2007, respectively.

⁽³⁾ Add back stock option expense related to Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” of $8.0 million and $8.7 million for the three months ended September 30, 2008 and 2007, respectively.

⁽⁴⁾ Add back amortization of purchased intangibles and write off of purchased in-process research and development.

⁽⁵⁾ Add back business consolidation costs.

⁽⁶⁾ Non-GAAP tax expense is higher than GAAP tax expense primarily because certain acquisition related costs such as charges for inventory revaluation, amortization of acquired intangibles, in-process research and development and deferred compensation are deducted for GAAP purposes but excluded for Non-GAAP purposes. In addition, 2008 GAAP net income includes expenses related to share-based payments as a result of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” which are deducted for GAAP purposes but excluded for Non-GAAP purposes. These deductions produce a GAAP only tax benefit which is added back for Non-GAAP presentation.

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND RECONCILIATION OF NON-GAAP ADJUSTMENTS⁽¹⁾

(in thousands, except per share data) (unaudited)	For the nine months ended September 30, 2008									For the nine months ended September 30, 2007
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
Revenues	$	1,079,705		$	—		$	1,079,705		$	945,302					$	945,302
Cost of revenues		365,688			(4,495	)(2)(3)		361,193			341,799			(4,846	)(2)(3)		336,953
Purchased intangibles amortization		51,995			(51,995	)(4)		—			81,837			(81,837	)(4)		—
Gross profit		662,022			56,490			718,512			521,666			86,683			608,349
Gross margin		61.3	%					66.5	%		55.2	%					64.4	%
Operating expenses:
Sales and marketing		215,315			(5,885	)(3)		209,430			183,515			(4,661	)(3)		178,854
General and administrative		132,247			(12,681	)(3)		119,566			125,742			(15,163	)(3)		110,579
Research and development		95,235			(2,803	)(3)		92,432			84,620			(3,150	)(3)		81,470
Purchased in-process research and development		18,901			(18,901	)(4)		—
Business consolidation costs		16,090			(16,090	)(5)		—			4,789			(4,789	)(5)		—
Total operating expenses		477,788			(56,360	)		421,428			398,666			(27,763	)		370,903
Operating income		184,234			112,850			297,084			123,000			114,446			237,446
Operating margin		17.1	%					27.5	%		13.0	%					25.1	%
Interest income		20,535			—			20,535			19,613			—			19,613
Interest expense		(20,621	)		—			(20,621	)		(21,061	)		—			(21,061	)
Other income		808			—			808			1,612			—			1,612
Total other income (expense), net		722			—			722			164			—			164
Income from continuing operations before provision for income taxes		184,956			112,850			297,806			123,164			114,446			237,610
Income tax provision		(48,132	)		(35,083	)(6)		(83,215	)		(33,385	)		(39,110	)(6)		(72,495	)
Income from continuing operations	$	136,824		$	77,767		$	214,591		$	89,779		$	75,336		$	165,115
Income from discontinued operations, net of tax	$	1,359		$	(1,359	)	$	—		$	12,361		$	(12,361	)	$	—
Net income	$	138,183		$	76,408		$	214,591		$	102,140		$	62,975		$	165,115
Effective tax rate for continuing operations		26.0	%					27.9	%		27.1	%					30.5	%
Add back interest expense for subordinated debt, net of tax		101			—			101			113			—			113
Numerator for diluted continuing earnings per share	$	136,925		$	77,767		$	214,692		$	89,892		$	75,336		$	165,228
Earnings per common share:
Basic earnings per share from continuing operations	$	1.48					$	2.32		$	0.96		$	—		$	1.77
Basic earnings per share from discontinued operations	$	0.01					$	—		$	0.13		$	—		$	—
Diluted earnings per share from continuing operations	$	1.41					$	2.21		$	0.93		$	—		$	1.72
Diluted earnings per share from discontinued operations	$	0.01					$	—		$	0.13		$	—		$	—
Weighted average shares used in per share calculation:
Basic		92,357						92,357			93,420			—			93,420
Diluted		97,329						97,329			96,152			—			96,152

⁽¹⁾ The Company has regularly reported Non-GAAP results which exclude the amortization of purchased intangibles, charges for inventory revaluation on products sold that were previously written-up under purchase accounting rules, in-process research and development and acquisition related deferred compensation to provide a supplemental comparison of results of operations. In addition, expenses related to share-based payments as a result of the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” have been excluded from Non-GAAP results.

⁽²⁾ Add back noncash charges for purchase accounting inventory revaluations of $1.4 million and $0.5 for the nine months ended September 30, 2008 and 2007, respectively.

⁽³⁾ Add back stock option expense related to Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” of $24.5 million and $27.4 million for the nine months ended September 30, 2008 and 2007, respectively.

⁽⁴⁾ Add back amortization of purchased intangibles and write off of purchased in-process research and development.

⁽⁵⁾ Add back business consolidation costs.

⁽⁶⁾ Non-GAAP tax expense is higher than GAAP tax expense primarily because certain acquisition related costs such as charges for inventory revaluation, amortization of acquired intangibles, in-process research and development and deferred compensation are deducted for GAAP purposes but excluded for Non-GAAP purposes. In addition, 2008 GAAP net income includes expenses related to share-based payments as a result of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” which are deducted for GAAP purposes but excluded for Non-GAAP purposes. These deductions produce a GAAP only tax benefit which is added back for Non-GAAP presentation.

INVITROGEN CORPORATION

BUSINESS SEGMENT HIGHLIGHTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(in thousands) (unaudited)	Bio- Discovery			Cell Systems			Unallocated(1)			Total
Segment results for the three months ended September 30, 2008
Revenues	$	249,391		$	112,305		$	—		$	361,696
Gross profit		178,235			59,001			(19,082	)		218,154
Gross margin		71.5	%		52.5	%					60.3	%
Selling and administrative		80,177			31,876			6,248			118,301
Research and development		25,905			4,607			918			31,430
Purchased in-process research and development		—			—			18,901			18,901
Business consolidation costs		—			—			14,176			14,176
Operating income (loss)	$	72,153		$	22,518		$	(59,325	)	$	35,346
Operating margin		28.9	%		20.1	%					9.8	%
Segment results for the three months ended September 30, 2007
Revenues	$	220,366		$	94,593		$	—		$	314,959
Gross profit		152,383			50,567			(28,160	)		174,790
Gross margin		69.1	%		53.5	%					55.5	%
Selling and administrative		72,260			25,706			6,328			104,294
Research and development		24,141			3,424			1,006			28,571
Purchased in-process research and development		—			—			—			—
Business consolidation costs		—			—			2,267			2,267
Operating income (loss)	$	55,982		$	21,437		$	(37,761	)	$	39,658
Operating margin		25.4	%		22.7	%					12.6	%

⁽¹⁾ Unallocated items for the three months ended September 30, 2008 and 2007 include noncash charges for purchase accounting inventory revaluations of $0.5 million and $0.5 million, amortization of purchased intangibles of $17.7 million and $26.3 million, business consolidation costs of $14.2 million and $2.3 million, write off of purchased in-process research and development of $18.9 million and zero, and expenses related to share-based payments as a result of the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” of $8.0 million and $8.7 million, respectively. These items are not allocated by management for purposes of analyzing the operations since they are principally noncash or other costs resulting primarily from business restructuring or purchase accounting that are separate from ongoing operations.

INVITROGEN CORPORATION

BUSINESS SEGMENT HIGHLIGHTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(in thousands) (unaudited)	Bio- Discovery			Cell Systems			Unallocated(1)			Total
Segment results for the nine months ended September 30, 2008
Revenues	$	749,743		$	329,962		$	—		$	1,079,705
Gross profit		541,817			176,695			(56,490	)		662,022
Gross margin		72.3	%		53.6	%					61.3	%
Selling and administrative		237,142			91,854			18,566			347,562
Research and development		79,887			12,545			2,803			95,235
Purchased in-process research and development		—			—			18,901			18,901
Business consolidation costs		—			—			16,090			16,090
Operating income (loss)	$	224,788		$	72,296		$	(112,850	)	$	184,234
Operating margin		30.0	%		21.9	%					17.1	%
Segment results for the nine months ended September 30, 2007
Revenues	$	663,193		$	282,109		$	—		$	945,302
Gross profit		465,866			142,483			(86,683	)		521,666
Gross margin		70.2	%		50.5	%					55.2	%
Selling and administrative		215,255			74,178			19,824			309,257
Research and development		71,361			10,109			3,150			84,620
Purchased in-process research and development		—			—			—			—
Business consolidation costs		—			—			4,789			4,789
Operating income (loss)	$	179,250		$	58,196		$	(114,446	)	$	123,000
Operating margin		27.0	%		20.6	%					13.0	%

⁽¹⁾ Unallocated items for the nine months ended September 30, 2008 and 2007 include noncash charges for purchase accounting inventory revaluations of $1.4 million and $0.5 million, amortization of purchased intangibles of $52.0 million and $81.8 million, business consolidation costs of $16.1 million and $4.8 million, write off of purchased in-process research and development of $18.9 million and zero, and expenses related to share-based payments as a result of the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payments,” of $24.5 million and $27.4 million, respectively. These items are not allocated by management for purposes of analyzing the operations since they are principally noncash or other costs resulting primarily from business restructuring or purchase accounting that are separate from ongoing operations.

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine months ended September 30,
(in thousands) (unaudited)	2008			2007
Net income	$	138,183		$	102,140
Add back amortization and share-based compensation		85,025			117,363
Add back depreciation		30,387			27,745
Balance sheet changes		(33,350	)		(28,003	)
Other noncash adjustments		14,296			5,763
Net cash provided by operating activities		234,541			225,008
Capital expenditures		(52,846	)		(35,858	)
Free cash flow		181,695			189,150
Net cash (used in) provided by investing activities		(56,438	)		150,961
Net cash used in financing activities		(43,057	)		(118,977	)
Effect of exchange rate changes on cash		(15,265	)		6,902
Net increase in cash and cash equivalents	$	66,935		$	228,036

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)	September 30 2008		December 31, 2007
	(unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	675,846	$	671,293
Trade accounts receivable, net of allowance for doubtful accounts		197,999		192,137
Inventories		206,581		172,692
Deferred income taxes		30,285		20,699
Prepaid expenses and other current assets		37,371		33,663
Total current assets		1,148,082		1,090,484
Property and equipment, net		344,094		319,653
Goodwill		1,543,167		1,528,779
Intangible assets, net		262,071		286,521
Long-term investments		36,587		753
Other assets		62,072		103,557
Total assets	$	3,396,073	$	3,329,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	2	$	124
Accounts payable, accrued expenses and other current liabilities		243,704		225,218
Income taxes		—		9,071
Total current liabilities		243,706		234,413
Liabilities of discontinued operations		—		2,506
Long-term debt		1,150,962		1,150,700
Pension liabilities		21,620		28,428
Income taxes		117,446		129,466
Other long-term liabilities		20,772		18,787
Stockholders’ equity		1,841,567		1,765,447
Total liabilities and stockholders’ equity	$	3,396,073	$	3,329,747